Andy Tsong
DIODES INC /DEL/About Andy Tsong
Andy (Kuo‑Ting) Tsong is Senior Vice President, Worldwide Analog Products at Diodes Incorporated. He is 57 years old, joined Diodes in 2009, and holds a B.S. in Electrical Engineering from National Chiao Tung University (Taiwan) and an M.S. in Electrical Engineering from the University of Michigan, Ann Arbor . Company performance context during his executive tenure: total shareholder return was −30.7% in 2022, +5.8% in 2023, and −23.4% in 2024, and revenue declined from $1.662B (2023) to $1.311B (2024) with operating income contracting from $250.6M to $50.4M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Diodes Incorporated | Worldwide Design Engineering Manager, Analog Business Group | 2009 | Built analog design capability post-join, foundational to later BU leadership |
| Diodes Incorporated | Led newly-acquired Pericom business; Division Manager, Precision Timing & Connectivity (Analog BG) | Nov 2015 | Integration of Pericom; stewardship of timing/connectivity product roadmaps |
| Diodes Incorporated | Regional President, Asia Pacific (non-Make functions) | Nov 2021 | Oversight across APAC commercial functions; regional execution and scale-up |
| Diodes Incorporated | Senior Vice President, Worldwide Analog Products | 2025 (current) | Global leadership of Analog portfolio and execution |
| Texas Instruments | System Engineering Manager (High Speed Interface); Senior Design Manager (Mixed‑Signal IP for ASIC); Design Manager (High‑Speed SERDES) | 15+ years (dates not disclosed) | Drove new product development in interface, mixed‑signal IP, SERDES domains |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Texas Instruments | Multiple design and system engineering leadership roles | 15+ years (dates not disclosed) | Delivered key high‑speed interface and mixed‑signal innovations, informing Diodes’ analog strategy |
Fixed Compensation
- Not disclosed in proxy for Andy Tsong (he is an executive officer but not a Named Executive Officer). Company practice provides NEO-level detail only .
Performance Compensation
Company annual incentive framework (applied to NEOs; indicative of executive plan design):
| Metric | Weighting | 2024 Target | 2024 Actual | Payout as % of Target | Vesting/Mechanics |
|---|---|---|---|---|---|
| Net Sales | 18% | $1,500.0M | $1,311.1M | 69% | Annual cash bonus; interpolation 80–100% and 100–120%; 0% below 80% |
| Non‑GAAP Diluted EPS | 77% | $3.40 | $1.31 | 0% (below 80% threshold) | Annual cash bonus per schedule |
| CSER (ISS social+environmental score) | 5% | 7 | 5 | 200% | Annual cash bonus; capped at 200% |
| Strategic Objectives (composite) | 20% | Pre‑set objectives | Achieved/mixed outcomes | 88% | Annual cash bonus; qualitative assessment |
Long-term incentives:
- RSUs: time-based, vest ratably over four years (25% on each anniversary); Diodes does not currently grant stock options .
- PSUs: performance-based, vest based on three-year absolute Non‑GAAP operating income targets with 0–200% payout; example cycles 2023–2025 and 2024–2026; payouts interpolate 80–120% and 0% below 80% .
- Equity grant timing: generally first week of February; grants may also occur upon hiring/promotion .
Illustrative vesting schedules disclosed for NEO awards (context for executive selling pressure windows):
- Feb 3, 2025 RSUs: vest in equal installments on Feb 1, 2026, 2027, 2028, and 2029 (Lu, Whitmire, Yu, Tang, Yang) .
- Feb 1, 2024 RSUs: vest in three equal installments on Feb 1, 2026, 2027, 2028 (Lu, Whitmire, Yu, Tang, Yang) .
- PSUs: granted Feb 1, 2023/2024/2025; vest only upon cumulative three‑year Non‑GAAP operating income target achievement and continued service .
Equity Ownership & Alignment
- Anti‑hedging, anti‑short, anti‑pledging policies: hedging, short‑selling, and pledging Company stock are prohibited; Company states no current hedging/pledging by executives/directors .
- Stock ownership guidelines: CEO 6x base salary; other board‑appointed executive officers 2x base salary (2025) ; in 2024, President/SVP/VP 2x base salary . Company states all executive officers are currently or expected to be in compliance within time frames .
- Stock option retention policy: where options are exercised (legacy awards), 33% of net shares must be retained for 1 year or until service ends; applies only to option grants .
- Blackout windows: quarterly blackout periods starting Mar 15, Jun 1, Sep 1, Dec 1 until two business days after earnings; trading permitted on the third day after announcement .
Insider activity and compliance:
- Delinquent Section 16(a) reports: one Form 4 (one transaction) for Andy Tsong was not filed timely for fiscal 2024 reporting; in the prior year, one Form 3 and one Form 4 (two transactions) for Andy Tsong were not filed timely . These are filing timing issues rather than prohibited transactions.
Employment Terms
- Individual employment agreement or severance/change‑in‑control terms for Andy Tsong are not disclosed. Company‑wide practices include double‑trigger equity vesting upon change‑in‑control, a clawback policy aligned to SEC/NYSE requirements, and limited change‑in‑control severance benefits (no excise tax gross‑ups) .
Performance & Company Context
Company performance snapshot relevant to executive incentive outcomes:
| Description | 2023 | 2024 |
|---|---|---|
| Net Sales ($MM) | $1,661.7 | $1,311.1 |
| Gross Profit ($MM) | $658.2 | $435.9 |
| Gross Margin (%) | 39.6% | 33.2% |
| Operating Income ($MM) | $250.6 | $50.5 |
| Diluted EPS ($) | $4.91 | $0.95 |
| Adjusted EPS ($) | $4.81 | $1.31 |
| Year‑end Stock Price ($) | $80.52 | $61.67 |
Say‑on‑pay and peer benchmarking:
- Say‑on‑pay approval: approximately 98% support at the 2024 annual meeting for 2023 NEO compensation .
- Compensation peer group positioning: Company executives targeted around the 68th percentile in total direct compensation vs. the 2022 peer group; LTI is the primary driver of higher percentile alignment . Peer group includes Monolithic Power Systems, Microchip, Skyworks, Silicon Labs, Vishay, Qorvo, Wolfspeed, Cirrus Logic, Marvell, Semtech, Synaptics, Littelfuse, MKS Instruments, Coherent, Infinera, Maxlinear, Alpha & Omega Semiconductor .
Risk Indicators & Red Flags
- Hedging/pledging: prohibited; no current hedges/pledges reported .
- Clawback: policy in place for material restatements .
- Option repricing: disallowed; Diodes does not currently grant stock options .
- Related parties: Board oversight of related‑party transactions; disclosures centralized in proxies .
- Section 16 compliance: minor late filings noted for Andy Tsong (Form 3/4), indicating administrative risk rather than alignment issues .
Compensation Committee & Governance Notes
- Compensation Committee independence; use of independent consultant; annual risk assessment; double‑trigger equity vesting on change‑in‑control .
Investment Implications
- Alignment: Strong structural alignment via RSU time‑based vesting and PSU three‑year absolute operating income targets with 0–200% payout and clawback; anti‑hedging/pledging policies reduce misalignment risk .
- Retention risk: RSU schedules and ownership guidelines (2x salary for executives) support retention; blackout windows and stock retention expectations constrain short‑term liquidity, which can dampen near‑term selling pressure around vest dates .
- Near‑term incentive headwinds: 2024 underperformance on revenue and EPS led to reduced annual bonus payouts (EPS at 0% and net sales partial), suggesting lower cash compensation for executives, potentially increasing reliance on equity value recovery for total comp realization .
- Trading signals: Watch Form 4s around February grant anniversaries and after blackout lifts; while Tsong had late filings previously, no pledging/hedging is permitted, limiting leverage‑based selling pressure .
- Pay governance: High say‑on‑pay support (~98%) and disciplined peer benchmarking (68th percentile with LTI focus) reduce pay inflation risk; PSU targets are absolute and not adjusted for market slumps, increasing performance sensitivity and potential upside alignment if operating income improves .