Business Context and Reporting Period
This Form 8-K Current Report was filed by Diodes Incorporated on May 29, 2008. The filing discloses adjustments to executive and board compensation approved by the Compensation Committee of the Board of Directors during its annual review.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on compensation adjustments.
Executive Compensation Adjustments
On May 29, 2008, the following base salaries, stock options, and Restricted Stock Units (RSUs) were approved for executive officers:
| Officer | Position | Base Salary | Stock Options | RSUs |
|---|---|---|---|---|
| Dr. Keh-Shew Lu | President and CEO | $343,000 | 111,000 | — |
| Joseph Liu | SVP, Operations | $248,000 | 26,000 | 5,000 |
| Mark A. King | SVP, Sales and Marketing | $215,000 | 25,000 | 4,500 |
| Carl C. Wertz | CFO, Secretary, Treasurer | $170,000 | 12,000 | 3,000 |
| Francis Tang | VP, Discrete Product Development | $150,000 | 9,000 | 3,000 |
| Steven Ho | Asia President and VP, Asia Sales | $141,000 | 13,000 | 3,800 |
| Richard D. White | SVP, Finance | $170,000 | 15,000 | 3,800 |
| Edmund Tang | VP, Corporate Administration | $163,000 | 12,000 | 3,000 |
| Julie Holland | VP, Worldwide Analog Products | $150,000 | 9,000 | 3,000 |
| T.J. Lee | VP, Packaging Operations | $197,000 | 9,000 | 3,000 |
| Colin Greene | European President and VP | $346,000 | — | — |
Terms: Stock options have an exercise price of $27.95 (closing price on May 29, 2008). Options and RSUs vest in four equal annual installments commencing May 29, 2009.
Board Compensation Adjustments
Non-employee directors received RSU grants and retainers as follows:
| Director | Role | Annual Retainer | Committee Fees | Total Cash | RSUs |
|---|---|---|---|---|---|
| Raymond Soong | Chairman | $80,000 | — | $80,000 | 21,500 |
| C.H. Chen | Vice Chairman | $80,000 | — | $80,000 | 14,700 |
| Michael R. Giordano | Director | $80,000 | $20,000 | $100,000 | 4,300 |
| John M. Stich | Director | $80,000 | $10,000 | $90,000 | 4,300 |
| Shing Mao | Director | $80,000 | — | $80,000 | 4,300 |
| L.P. Hsu | Director | $80,000 | $10,000 | $90,000 | 4,300 |
Terms: RSUs vest in four equal annual installments commencing May 29, 2009. No other payments are made for director activities except meeting expense reimbursements.
Material Changes
The filing reports the approval of new base salaries and equity grants for the 2008 fiscal year. No prior period compensation figures are provided for direct comparison within this document.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, management commentary on operations, or discussion of risks and contingencies. It is strictly a disclosure of compensatory arrangements.
Investor Verification Checklist
- Verify the total number of shares authorized for the stock option and RSU grants against the company's equity plan limits.
- Confirm the vesting schedule details (four equal annual installments starting May 29, 2009) in the definitive grant agreements.
- Review the impact of these compensation adjustments on the company's future stock-based compensation expense.
- Check if the exercise price of $27.95 aligns with the market price on the grant date to ensure compliance with tax and accounting rules.