DIODES INC DEL
For the period ended May 12, 2025. Filed Apr 2, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 12, 2025 · Filed Apr 2, 2025
Contents
Summary Compensation Table
SUMMARY COMPENSATION TABLE — 2024, 2023, and 2022
| Name andPrincipal Position(a) | Year(b) | Salary($) (1)(c) | Bonus($) (2)(d) | StockAwards($) (3) (4)(e) | Non-EquityIncentive PlanCompensation($) (2)(g) | All OtherCompensation($) (5)(i) | Total($) (6) (j) |
|---|---|---|---|---|---|---|---|
| Dr. Keh-Shew Lu | 2024 | 740,192 | — | 3,821,600 | 165,269 | 96,166 | 4,823,227 |
| Chairman and | 2023 | 805,753 | — | 8,365,620 | 211,905 | 100,538 | 9,483,816 |
| Chief Executive Officer | 2022 | 757,303 | 204,615 | 6,250,510 | 1,714,886 | 118,332 | 9,045,646 |
| Brett R. Whitmire | 2024 | 330,000 | — | 825,818 | 28,494 | 53,066 | 1,237,378 |
| Chief Financial Officer | 2023 | 328,301 | — | 1,680,300 | 48,370 | 52,622 | 2,109,594 |
| 2022 | 308,641 | 83,461 | 1,396,728 | 391,716 | 50,721 | 2,231,267 | |
| Gary Yu | 2024 | 629,507 | — | 3,196,910 | 126,632 | 21,894 | 3,974,943 |
| President | 2023 | 441,507 | — | 2,427,100 | 65,959 | 15,905 | 2,950,471 |
| 2022 | 348,301 | 94,231 | 1,562,130 | 442,260 | 12,082 | 2,459,005 | |
| Francis Tang | 2024 | 410,000 | — | 974,736 | 59,519 | 36,445 | 1,480,700 |
| Senior Vice President, | 2023 | 409,151 | — | 1,680,300 | 48,370 | 30,699 | 2,168,520 |
| Worldwide Discrete Products | 2022 | 399,193 | 107,692 | 1,396,728 | 505,440 | 30,176 | 2,439,229 |
| Emily Yang (7) | 2024 | 330,000 | — | 825,818 | 28,494 | 36,445 | 1,220,757 |
| Senior Vice President, | 2023 | — | — | — | — | — | — |
| Worldwide Sales and Marketing | 2022 | — | — | — | — | — | — |
(1) Each executive officer’s salary is established in February of each year. Amounts shown represent the amounts earned in each fiscal year. Effective February 1, 2025, the base salaries for Dr. Lu, Messrs. Whitmire, Yu, and Tang, and Ms. Yang were $740,000, $350,000, $630,000, $410,000, and $350,000 respectively.
(2) The amount shown is the actual cash bonus paid for each period presented. This amount consists of any performance-based bonus and any discretionary bonus. Under the executive bonus formula that established the target bonus for each executive officer (i) 80% of the bonus was tied to the financial metrics of the Company and (ii) 20% of the bonus was tied to individual goals for each NEO. See “Compensation Discussion and Analysis – Principal Components of Compensation – Annual (Bonus) Incentive Plan.”
(3) These amounts reflect the value determined by the Company for accounting purposes for these awards and do not reflect whether each NEO has actually realized a financial benefit from the awards. The value of the equity awards in columns (e) and (f) is based on the grant date fair value calculated in accordance with the amount recognized for financial statement reporting purposes. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Amounts reported in the Stock Awards column (e) above (in the form of RSUs and PSUs) are calculated by multiplying the number of shares subject to the award by the closing price of the Company’s Common Stock on the grant date. See Note 14, Share-Based Compensation, to the Company’s audited financial statements for the fiscal year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 14, 2025, for a further discussion of the relevant valuation assumptions used in calculating grant date fair value. All restricted stock and option awards vest in four equal annual installments after the date of grant. Performance-based equity awards vest according to actual performance compared to pre-established, three‐year absolute financial performance targets.
(4) Includes $437,100, $524,220, and $369,550 for 2024, 2023, and 2022, respectively, for Dr. Lu's service as a member of the Company's Board of Directors. Includes $218,550 for Mr. Yu's service in 2024 as a member of the Company's Board of Directors.
(5) Certain of the Company’s executive officers receive personal benefits in addition to salary, cash bonuses and share-based compensation, consisting of automobile allowance, medical insurance, dental insurance, vision insurance, employee assistance program, taxable per diem, contributions under the Company’s retirement plans, deferred compensation plan, life insurance payable at the direction of the employee, accidental death and dismemberment insurance (“AD&D”), business travel accident insurance, and short-term and long-term disability insurance. The amount shown in column (i) for “All Other Compensation” includes benefits summarized in the following table for each``.
(6) Ms. Yang first became an NEO in 2024.
48 Diodes Incorporated
The table below sets forth the detail of “All Other Compensation” for each NEO:
| Name | Year | AutoAllowance($) | HealthInsurance($)(1) | RetirementPlans($) | Life and DisabilityInsurance($)(2) | Per Diem($)(3) | Total($) |
|---|---|---|---|---|---|---|---|
| Dr. Keh-Shew Lu | 2024 | 15,600 | 18,159 | 10,350 | 3,141 | 48,917 | 96,166 |
| Brett R. Whitmire | 2024 | 12,000 | 27,575 | 10,350 | 3,141 | — | 53,066 |
| Gary Yu | 2024 | — | 8,403 | 10,350 | 3,141 | — | 21,894 |
| Francis Tang | 2024 | — | 22,954 | 10,350 | 3,141 | — | 36,445 |
| Emily Yang | 2024 | — | 22,954 | 10,350 | 3,141 | — | 36,445 |
(1) Consists of medical, dental, and vision insurance, as well as employee assistance program.
(2) Consists of life, AD&D, business travel accident, and short-term and long-term disability insurance.
(3) Taxable per diem amounts consist of amounts paid to Dr. Lu for reimbursements while staying at his personal residence while traveling on Company business.
49 Diodes Incorporated
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