Business Context and Reporting Period
This Form 8-K Current Report was filed by Diodes Incorporated on December 23, 2008. The filing addresses Item 5.02 regarding the departure of directors or principal officers, appointment of principal officers, and compensatory arrangements of certain officers. Specifically, it details the approval of executive cash bonuses for services rendered during fiscal year 2008.
Key Financial Metrics
The filing does not provide comprehensive financial statements, revenue, profit, cash flow, margins, debt, or liquidity metrics for the company. The only specific financial data disclosed relates to executive compensation:
- Total Executive Bonus Pool (Fiscal 2008): $3,066,213
- Amount Awarded and Payable by Dec 31, 2008: $2,545,892
- Remaining Balance: Approximately $520,321 (subject to conditions)
Material Changes and Compensation Details
The Compensation Committee allocated the bonus pool based on individual contributions to performance goals. The bonus calculation depended on the 2007 pool adjusted for personnel changes and the Zetex plc acquisition, actual company performance for the eleven months ended November 30, 2008, projected December 2008 performance, and the Serviceable Area Market (SAM) performance excluding Japan.
Individual Awards Approved:
| Officer | Position | Amount |
|---|---|---|
| Keh-Shew Lu | President and CEO | $763,114 |
| Joseph Liu | SVP - Operations | $310,000 |
| Mark A. King | SVP - Sales and Marketing | $281,147 |
| Richard D. White | SVP - Finance | $265,082 |
| Edmund Tang | VP - Corporate Administration | $216,885 |
| Carl C. Wertz | CFO, Secretary, Treasurer | $170,000 |
| Julie Holland | VP - Worldwide Analog Products | $170,000 |
| Francis Tang | VP - Product Development | $170,000 |
| T.J. Lee | VP - Packaging Operations | $100,000 |
| Colin Greene | Europe President and VP - Europe Sales | $99,664 |
Outlook, Risks, and Contingencies
The remaining balance of the executive bonus pool may be paid in the first quarter of fiscal 2009, subject to the following contingencies:
- The Company must report a positive net profit for fiscal year 2008 in its audited financial statements.
- Adjustments will be made based on actual 2008 company performance and actual SAM performance (excluding Japan) compared to 2007.
- Final amounts are subject to further adjustments at the discretion of the Compensation Committee.
The filing does not contain general business outlook, risk factors, or guidance beyond the specific conditions for the remaining bonus payments.
Investor Verification Checklist
- Verify the final audited net profit for fiscal 2008 to determine if the remaining bonus balance is payable.
- Review the final audited financial statements for the actual 2008 performance metrics used to adjust the bonus pool.
- Confirm the final Serviceable Area Market (SAM) statistics for 2008 (excluding Japan) as reported by World Semiconductor Trade Statistics.
- Check subsequent filings for the actual disbursement of the remaining bonus balance in Q1 2009.