Business Context and Reporting Period
This Form 8-K Current Report was filed by Diodes Incorporated on December 13, 2010. The filing discloses the approval of executive bonuses for services rendered during fiscal year 2010 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 references performance metrics used to calculate bonuses, including revenue growth relative to the Serviceable Area Market (SAM) and net income growth indexed to industry revenue growth, but does not disclose the actual values for these metrics.
Material Changes and Executive Compensation
The primary material event is the allocation of the executive bonus pool for fiscal 2010. The total estimated pool was $4,311,772, with $3,315,000 awarded to specific officers. The bonus structure is contingent on the company outperforming its SAM (weighted 80% discrete products, 20% analog products) and achieving net income growth exceeding the prior year indexed to industry growth.
| Executive Officer | Position | Bonus Awarded |
|---|---|---|
| Keh-Shew Lu | President and Chief Executive Officer | $1,150,000 |
| Richard D. White | Chief Financial Officer, Secretary and Treasurer | $400,000 |
| Mark A. King | Senior Vice President – Sales and Marketing | $360,000 |
| Edmund Tang | Vice President – Corporate Administration | $360,000 |
| Joseph Liu | Senior Vice President – Operations | $300,000 |
Guidance, Outlook, and Contingencies
Payment terms are structured as follows: 80% of the awarded amounts were authorized for payment on or before December 31, 2010. The remaining balance is scheduled for payment in the first quarter of fiscal 2011, subject to specific contingencies:
- The company must report a positive net profit for fiscal 2010.
- Final amounts are subject to adjustment based on audited financial statements for fiscal 2010.
- Adjustments will reflect the actual performance of the company's SAM (excluding Japan) for 2010 compared to 2009 as determined by WSTS.
- The Committee retains discretion for further adjustments.
Investor Verification Checklist
- Verify the final audited net profit for fiscal 2010 to confirm eligibility for the remaining bonus payments.
- Review the audited financial statements for the final adjustment of the bonus pool amounts.
- Confirm the WSTS data regarding the Serviceable Area Market (SAM) performance for 2010 versus 2009 (excluding Japan).
- Monitor the first quarter of fiscal 2011 for the disbursement of the remaining 20% of the bonus awards.