Angie Chen Button
DIODES INC /DEL/About Angie Chen Button
Angie Chen Button, 71, is Lead Independent Director at Diodes Incorporated, serving on the Board since 2021. She is a CPA, a long-serving Texas state legislator since 2009, and spent over 30 years at Texas Instruments in auditing, finance, business development, procurement, and international marketing. She holds degrees in Accounting (National Taiwan University, 1976), Public Finance (National Chengchi University, 1978), and Management Science (University of Texas at Dallas, 1980). She is not related to director Warren Chen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Texas Instruments | Various leadership roles (auditing, finance, business development, procurement, international marketing) | 30+ years | Global finance and operations experience |
| DFW Asian American Citizens Council | Co-founder | n/a | Community leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Texas House of Representatives | State Representative | Since 2009 | Chairs Trade, Workforce, and Economic Development; previously chaired International Relations & Economic Development, Urban Affairs, Economic & Small Business Development; Vice Chair Technology; served on Appropriations; serves on Ways & Means |
| Dallas Area Rapid Transit Board | Audit Committee member (prior service) | n/a | Public-sector oversight |
Board Governance
- Roles: Lead Independent Director; Chair, Compensation Committee; Chair, Governance and Stockholder Relations Committee .
- Independence: Determined independent under Nasdaq rules; committee independence standards met .
- Attendance: All directors attended ≥75% of Board and applicable committee meetings in 2024; all directors attended the 2024 annual meeting .
- Board/Committee activity (2024): Board 7 meetings/2 consents; Compensation 3 meetings/2 consents; Governance 4 meetings; Risk 5 meetings; Audit 7 meetings .
- Lead Independent Director duties include presiding over executive sessions, liaison with Chair/stockholders, agenda setting, advisor retention, oversight of Board evaluations and CEO performance review .
Fixed Compensation
| Component | Angie Chen Button (2024) | Notes |
|---|---|---|
| Cash fees | $130,000 | Aggregate cash compensation for 2024 |
| Retainer schedule (company-wide) | Quarterly base retainer $22,500; Additional quarterly retainer $10,000 for Lead Director and Chairs of Audit/Governance/Compensation; Risk Chair $5,000; Audit Committee member $2,500 | Applies per role; Board may modify arrangements |
Performance Compensation
| Equity | Grant Date | Shares Granted | Grant Date Fair Value | Vesting | Outstanding RSUs (12/31/24) |
|---|---|---|---|---|---|
| RSUs (annual director grant) | May 26, 2024 | 3,000 | $218,550 (3,000 × $72.85) | Time-based, 4 equal annual installments starting first anniversary | 7,140 |
No stock options are currently granted by the Company; director RSUs are time-vested and not tied to performance metrics .
Other Directorships & Interlocks
- Other public company directorships: None disclosed for Angie Chen Button in the proxy biography and nominees table .
- Compensation Committee Interlocks: Compensation Committee in 2024 comprised Angie Chen Button (Chair), Warren Chen, Christina Wen‑Chi Sung; no interlocks with other companies’ boards/comp committees involving Company executives .
- Related parties at Board level (context): Supplier Nuvoton is a related party; director Warren Chen serves on Nuvoton’s board (not Angie) .
Expertise & Qualifications
- CPA; extensive financial and operational experience from Texas Instruments .
- Governmental and economic policy expertise from legislative leadership roles .
- Degrees: Accounting (NTU, 1976); Public Finance (NCCU, 1978); Management Science (UT Dallas, 1980) .
- Recognitions: Texas Monthly “Top 10 Best Legislator” (2021, 2023); THBI “Luminary Award” (2023); Texas Association for the Education of Young Children “Elected Official of the Year” (2021) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Underlying Options/RSUs (within 60 days) | Percent of Class |
|---|---|---|---|
| Angie Chen Button | 3,900 | — | <1% |
- Director RSUs outstanding (not counted in beneficial ownership unless vesting within 60 days): 7,140 as of 12/31/24 .
- Stock ownership guidelines (Directors): Must hold shares valued at ≥3× annual retainer within 5 years; all directors are or expected to be in compliance .
- Anti-hedging/anti-pledging: Directors prohibited from hedging or pledging Company stock; to Company’s knowledge, no directors are party to hedging or pledging arrangements .
- Stock retention policy: Applies to stock option exercises (retain 33% net shares); Company does not currently grant options .
Governance Assessment
- Board effectiveness and engagement: As Lead Independent Director and chair of two key committees (Compensation; Governance), Button is central to agenda-setting, CEO performance evaluation, director nominations, and pay oversight. Committee activity was robust in 2024 (Compensation 3 meetings + 2 consents; Governance 4 meetings), with minimum attendance thresholds met by all directors .
- Independence and conflicts: She is designated independent under Nasdaq rules; Compensation Committee interlocks are clean (no cross-board executive interlocks). No related-party transactions are disclosed relating to her; Company maintains formal policies for related-person transaction review via the Audit Committee .
- Ownership alignment: Mix of director pay shows equity (RSUs) as the majority of total ($218,550 RSUs vs $130,000 cash), with multi-year vesting and 3× retainer ownership guidelines, plus anti-hedging/pledging policies—supportive of alignment with shareholder interests .
- Signals for investor confidence: As Compensation Committee Chair, she signed the Compensation Committee report recommending inclusion of the CD&A, indicating active oversight of executive pay. Company-level clawback policy and compensation risk assessment further mitigate pay risk-taking .
RED FLAGS
- None disclosed specific to Angie Chen Button. Contextual related-party exposure exists via Nuvoton (director Warren Chen sits on its board), but not linked to Button .
- The Company prohibits hedging/pledging and reports no current director participation in such practices, reducing alignment risks .
Notes
- Board size will adjust from eight to seven upon Christina Wen‑Chi Sung’s retirement; committee reassignments to be made post‑meeting—potentially affecting Governance/Compensation workloads that Button chairs .