Business Context and Reporting Period
This Form 8-K was filed by Diodes Incorporated on December 11, 2016. The report discloses the approval of executive cash bonuses for services rendered during fiscal 2016 by the Compensation Committee of the Board of Directors.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the company. It focuses exclusively on executive compensation.
- Total Aggregate Bonus Awarded: $1,396,800
- Immediate Payment (80%): $1,117,440
- Deferred Payment (20%): $279,360
Material Changes and Compensation Details
The Compensation Committee established a target bonus structure based on two primary metrics: (1) revenue growth compared to the Serviceable Area Market (SAM) and (2) net income growth compared to the prior year. A performance-based bonus of 70% of the target was guaranteed, with the remaining 30% at the Committee's discretion. No bonus would be paid if actual revenue growth and net income fell below 80% of the prior year's performance.
The following named executive officers received awards:
| Name | Position | Amount Awarded | Amount Paid (80%) |
|---|---|---|---|
| Keh-Shew Lu | President and CEO | $600,000 | $480,000 |
| Richard D. White | CFO and Secretary | $200,000 | $160,000 |
| Mark A. King | SVP - Sales and Marketing | $130,000 | $104,000 |
| Edmund Tang | VP - Corporate Administration | $130,000 | $104,000 |
| Francis Tang | VP - Worldwide Discrete Products | $170,000 | $136,000 |
Outlook, Risks, and Contingencies
The remaining 20% of the awards ($279,360) is contingent upon the confirmation of the Company's actual performance as reported in audited financial statements for fiscal 2016 and the actual performance of the SAM for 2016 compared to 2015 as determined by WSTS. The Committee retains the right to adjust these amounts. The deferred payment is expected to be made in the first quarter of fiscal 2017.
Investor Verification Checklist
- Verify the final audited fiscal 2016 revenue and net income figures to confirm the bonus calculation basis.
- Confirm the WSTS data regarding the Serviceable Area Market (SAM) growth for 2016 versus 2015.
- Monitor the first quarter of fiscal 2017 for the payment of the deferred 20% bonus portion.
- Review the full fiscal 2016 10-K filing for comprehensive financial performance metrics not included in this 8-K.