DIOD: Officer/Director Changes & Comp Arrangements Reported

TL;DR

**DIOD just filed an 8-K about executive changes and pay, keep an eye on leadership shifts.**

AI Summary

Diodes Incorporated filed an 8-K on January 18, 2024, reporting an event that occurred on January 17, 2024, related to the departure or election of directors/officers and their compensatory arrangements. This filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. For investors, this matters because changes in executive leadership or their compensation can signal shifts in company strategy, financial health, or governance, potentially impacting future stock performance.

Why It Matters

Changes in leadership and executive compensation can directly influence a company's strategic direction and financial stability, which are key drivers of stock value.

Risk Assessment

Risk Level: medium — Changes in executive leadership can introduce uncertainty regarding future company performance and strategic direction, posing a moderate risk to investors.

Analyst Insight

A smart investor would monitor subsequent filings or company announcements for specific details regarding the executive changes and compensation arrangements to understand their potential impact on the company's future strategy and financial outlook.

Key Players & Entities

• DIODES INCORPORATED (company) — the registrant filing the 8-K
• January 17, 2024 (date) — date of the earliest event reported
• January 18, 2024 (date) — date the 8-K was filed
• Delaware (company) — state of incorporation for Diodes Incorporated
• The Nasdaq Stock Market LLC (company) — exchange where Diodes Incorporated Common Stock is registered

FAQ

Key Financial Figures

• $0.66 — ch registered Common Stock, Par Value $0.66 2/3 DIOD The Nasdaq Stock Market LL
• $630 million — lative 3-year income from operations of $630 million. If the Company achieves the Company-

Filing Documents

• diod-20240116.htm (8-K) — 73KB
• diod-ex99_1.htm (EX-99.1) — 15KB
• img74335243_0.jpg (GRAPHIC) — 22KB
• 0000950170-24-005371.txt ( ) — 230KB
• diod-20240116.xsd (EX-101.SCH) — 23KB
• diod-20240116_htm.xml (XML) — 4KB

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) 2024 Executive Compensation On January 17, 2024, the Compensation Committee of the Board of Directors (the “Committee”) of Diodes Incorporated (the “Company”) established the base salaries of its named executive officers. For Dr. Lu and Mr. Yu, the base salaries were effective January 2, 2024. The other base salaries will be effective February 1, 2024. Details of the base salaries are shown below: Name Position Base Salary Dr. Keh-Shew Lu Chairman and Chief Executive Officer $ 740,000 Gary Yu President 630,000 Brett R. Whitmire Chief Financial Officer 330,000 Francis Tang Senior Vice President, Worldwide Discrete Products 410,000 Julie Holland Retired Senior Vice President, Corporate Operations (1) - (1) Ms. Holland retired from the Company effective March 31, 2023. On January 17, 2024, the Committee also granted long-term incentive (“LTI”) awards under the Company’s previously disclosed LTI plan to its named executive officers for services to be rendered in fiscal 2024. Each LTI award consists of (1) restricted stock units (“RSUs”) which vest ratably over four years (i.e., 25% on each anniversary of the award) and (2) performance stock units (“PSUs”) which contain a performance vesting condition by which the PSUs will vest upon the Company achieving a cumulative 3-year income from operations of $630 million. If the Company achieves the Company-wide performance target, the executive will be entitled to receive 100% of their PSUs. Achievement of 80% of the performance target (the “threshold”) would result in the vesting of 50% of the target PSUs, and achievement of 120% of the performance target (the “maximum”) would result in the vesting of 200% of the

01

Item 7.01 Regulation FD Disclosure. On January 18, 2024, Diodes Incorporated issued a press release announcing that it will host a conference call on Tuesday, February 6, 2024, at 4:00 p.m. Central Time (5:00 p.m. Eastern Time) to discuss its fourth quarter and fiscal 2023 financial results. A copy of the press release is furnished as Exhibit 99.1. The information in this Item 7.01, including Exhibit 99.1, will not be treated as filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into a filing under the Securities Act of 1933, or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this Form 8-K. The furnishing of the information in this Item 7.01 is not intended to, and does not, constitute a representation that the information in this Item 7.01 is material information that is not otherwise publicly available.

01

Item 9.01 Exhibits (d) Exhibits. Exhibit Number Description 99.1 Press release date January 18, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DIODES INCORPORATED Date: January 18, 2024 By: /s/Brett R. Whitmire Brett R. Whitmire Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR