DIODES INC /DEL/
For the period ended May 11, 2026. Filed Apr 1, 2026.
View on SEC.govAbout this filing
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 11, 2026 · Filed Apr 1, 2026
Contents
Overview of Compensation Program
Compensation Philosophy
Our executive compensation program is designed to attract, retain, and motivate experienced executives to achieve sustainable profitable growth and generate positive cash flow. Our compensation philosophy is driven by the following guiding principles:
29 Diodes Incorporated
Best-Practice Compensation Governance Features
Our executive compensation program is based upon best-practices.
| What We Do | What We Don’t Do | |||
|---|---|---|---|---|
| | Place heavy emphasis on performance-based variable compensation. Generally the Company sets performance objectives for annual bonuses and long-term equity incentives higher year-over-year to establish challenging goals and thereby align the interests of our executives with the interests of our stockholders | X | Allow option backdating, cash out of underwater options, or option repricing | |
| | Emphasize long-term equity awards in executive pay mix | X | Gross up excise taxes upon a change in control | |
| | Apply stock ownership and stock retention guidelines to align executives’ interests with stockholders’ interests | X | Permit hedging or pledging of Company stock, or short sales and transactions in derivatives | |
| | Include a clawback provision in our incentive plans | X | Provide perquisites to NEOs that are not available to other senior management generally | |
| | Conduct an annual risk assessment | X | Offer enhanced retirement formulas or death benefits | |
| | Engage an independent compensation consultant periodically to ensure alignment with market executive compensation | X | Provide automatic acceleration of equity awards upon retirement | |
| | Have a “double-trigger” equity vesting upon a change in control | X | Provide automatic “single trigger” acceleration of equity or other benefits in the event of a change in control | |
| | Conduct an annual stockholder say-on-pay vote | X | Pay dividend equivalents on unearned restricted shares or stock units | |
Components of Compensation
The principal elements of our executive compensation program for 2023, 2024, and 2025 are summarized in the table below:
| Element | Form | What It Does | How It Links to Performance |
|---|---|---|---|
| Base Salary | Cash (Fixed) | Provides a competitive rate relative to similar positions in the market, and enables the Company to attract and retain critical executive talent | Based on job scope, level of responsibilities, experience, tenure, and market levels |
| Annual (Bonus) Incentive Plan | Cash (Variable) | Focuses executives on achieving annual financial and strategic goals that drive long-term stockholder value | Payouts: 0% to 200% of target, based on results against pre-established goals |
| Financial Metrics: 80% of bonus for 2024 and 2025: Earnings per share (“EPS”), Net sales and CSERStrategic Objectives: 20% of bonus for 2024 and 2025 | |||
| Long-Term Incentive (LTI) Plan | Equity (Variable) | Provides incentives for executives to execute on longer-term financial and strategic growth goals that drive long-term stockholder value and support the Company’s retention strategy | 50% of the LTI award is performance-based and 50% vests ratably over a four-year periodPerformance-based awards can pay out between 0% and 200% of target, based on actual performance compared to pre-established, three-year financial performance targets |
30 Diodes Incorporated
Factors Considered in Making Compensation Decisions
Our compensation strategy is flexible and enables us to appropriately differentiate and reward executives by taking into account:
Company financial and operational performance;
The executive's individual performance, experience, and qualifications;
The scope of the executive's role;
The level of total compensation for our other executives; and
Competitive market data which helps us evaluate how our executive pay levels compare to that being offered to individuals with comparable roles in semiconductor companies with which we compete for talent.
For additional information regarding elements of compensation, please refer to the graphs below in the section entitled “Principal Components of Compensation."
To evaluate projected compensation levels, in April 2025, the Compensation Committee retained Pay Governance LLC (“PG”). PG advised the Compensation Committee as to the composition of the 2025 Peer Group ("2025 Peer Group") and other than eliminating Infinera Corporation (acquired by Nokia Corporation), the 2025 Peer Group remained unchanged from the 2022 Peer Group. PG compared our 2026 projected executive target compensation to that of our 2025 Peer Group. PG reported directly to the Compensation Committee. The individuals at PG who provided the compensation consulting services to the Compensation Committee have provided no other services to the Company or its subsidiaries.
In the December 2025 comparison, PG reviewed the compensation elements and market practices impacting the top executive positions at the Company. The scope of the review focused on the base salary plus target annual and target long-term incentive compensation levels of the top executive positions. The report relied on the compensation practices of our 2025 Peer Group. For a description of the 2025 Peer Group, see “Compensation Review Process – Selection of Peer Group” below. The review summarized the executives’ overall percentile alignment for the Company's executives compared to the final blended market data, with target compensation being the primary focus of the study percentile value and derived from base salary, target total cash, 2025 target long-term incentives and total direct compensation at target total cash. The relative pay rank for our CEO and other executives by type of compensation are detailed in the following chart:
| Pay Rank | |||
| Component of Pay | CEO | Other Executive Officers | Overall |
|---|---|---|---|
| Base salary | 22nd | 29th | 28th |
| Cash compensation (base salary + target bonus) | 20th | 31st | 31st |
| Long-term incentives ("LTI") | 11th | 39th | 34th |
| Total direct compensation (cash compensation + LTI) | 13th | 34th | 30th |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.