Brett Whitmire
DIODES INC /DEL/About Brett Whitmire
Brett R. Whitmire, age 59, has served as Chief Financial Officer of Diodes Incorporated since March 2019, with over 35 years in semiconductors and more than 14 years at Diodes. Prior roles include Corporate Controller and Principal Accounting Officer at Diodes, CFO of the Analog & Sensors Division at Freescale Semiconductor, and multiple finance and operations leadership roles at Texas Instruments (including seven years as Vice President); he holds a bachelor’s in Mechanical Engineering and an MBA from The University of Texas at Austin . Company performance relevant to CFO pay-for-performance: 2024 net sales were $1,311.1M (down 21.1% YoY), operating income $50.5M (3.8% margin), diluted EPS $0.95 (vs. $4.91 in 2023), with a year-end stock price of $61.67; adjusted diluted EPS was $1.31 . Recent TSR outcomes: 2022 (-30.7%), 2023 (5.8%), 2024 (-23.4%), underscoring a more challenged operating backdrop and alignment pressure on variable compensation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diodes Incorporated | Corporate Controller & Principal Accounting Officer | — | Led financial reporting and controls; precursor to CFO role |
| Diodes Incorporated | Director, Global Supply Chain | — | Operations and supply chain leadership; informed cost, manufacturing, and working capital decisions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Freescale Semiconductor | CFO, Analog & Sensors Division | — | P&L leadership in analog; relevant to Diodes’ segment profitability focus |
| Texas Instruments | Finance & Operations roles; Vice President | 7 years as VP | Finance/operator for High Volume Analog & Logic Division; corporate supply chain head—experience directly applicable to Diodes’ margin targets and supply chain optimization |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annualized Base Salary ($) | $310,000 | $330,000 | $330,000 |
| All Other Compensation ($) | $50,721 | $52,622 | $53,066 |
Notes:
- Effective February 1, 2025, Whitmire’s base salary increased to $350,000 .
- 2024 perquisites detail: auto allowance $12,000; health insurance $27,575; retirement plans $10,350; life and disability insurance $3,141 (total $53,066) .
Performance Compensation
Annual (Bonus) Incentive Plan Structure and Outcomes
| Item | 2023 | 2024 |
|---|---|---|
| Weighting (Financial vs Strategic) | 80% financial; 20% strategic | 80% financial; 20% strategic |
| Financial Metrics & Weights | Non-GAAP EPS (77%), Net Sales (18%), CSER (5%) | Non-GAAP EPS (77%), Net Sales (18%), CSER (5%) |
| 2024 Targets vs Actuals | — | Net Sales: Target $1,500.0M; Actual $1,311.1M (Not Met) |
| Non-GAAP Diluted EPS: Target $3.40; Actual $1.31 (Not Met) | ||
| CSER: Target 7; Actual 5 (Exceeded per company’s methodology) | ||
| Strategic Objectives (examples) | — | ESG reporting improvements (Achieved); SPFAB ramp to Diodes’ products (Achieved); Reduced China assembly/test reliance (Achieved); Meeting/exceeding Annual Plan (Not Met) |
| 2024 Payout Calibration (plan-level) | — | Net Sales: 87.4% attainment → 69% payout (weight 14%); EPS: 38.5% attainment → 0% payout (weight 62%); CSER: 120% attainment → 200% payout (weight 4%); Strategic: 88% payout (weight 20%) |
| Brett Whitmire Annual Bonus | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Target ($) | — | — | $214,500 |
| Maximum ($) | — | — | $429,000 |
| Actual Cash Bonus Paid (Non-Equity Incentive) ($) | $391,716 | $48,370 | $28,494 |
Notes:
- CFO target bonus is 65% of salary; plan pays 0–200% of target based on objectives .
- Company discloses the plan-level payout calibrations; the CFO’s individual payout reflected in the Summary Compensation Table is the authoritative actual for FY 2024 ($28,494) .
Long-Term Incentive (LTI) – RSUs and PSUs
Plan design: 50% time-based RSUs (four-year ratable vesting); 50% PSUs tied to three-year absolute operating income targets; payout 0–200% with no adjustments for market conditions. 2022–2024 PSU cycle target: $1.0B GAAP operating income; actual $709M → no vesting for 2022 awards (0% payout) .
| Brett Whitmire LTI Grants | 2022 | 2023 | 2024 |
|---|---|---|---|
| RSUs (#) | 7,600 | 9,000 | 6,100 |
| PSUs (#) | 7,600 | 9,000 | 6,100 (target; threshold 3,050; max 12,200) |
| RSUs Grant-Date Fair Value ($) | $698,364 | $840,150 | $412,909 |
| PSUs Grant-Date Fair Value ($) | $698,364 | $840,150 | $412,909 |
| Total Stock Awards ($) | $1,396,728 | $1,680,300 | $825,818 |
Vesting schedules:
- RSUs granted 2/1/2023: 4,500 vest in two equal installments on 2/1/2026 and 2/1/2027 .
- RSUs granted 2/1/2024: 4,575 vest in three equal installments on 2/1/2026, 2/1/2027, 2/1/2028 .
- RSUs granted 2/3/2025: 8,000 vest in equal annual installments across 2/1/2026–2/1/2029 (company disclosure lists those dates) .
- RSUs granted 2/1/2022: 1,900 vest on 2/1/2026 .
- PSUs granted 2023–2025: 9,000 (2023), 6,100 (2024), 8,000 (2025) vest only if cumulative three-year Non-GAAP operating income targets for 2023–2025, 2024–2026, and 2025–2027 are achieved, and service is continuous .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 53,052 shares; less than 1% of outstanding |
| Shares Outstanding (Record Date) | 46,461,002 |
| Near-term acquirable within 60 days (options/RSUs) | None indicated for Whitmire in the “acquirable within 60 days” column |
| Ownership Guidelines | Executive officers must hold shares equal to 2x base salary; measured annually, with compliance expected within five years |
| Compliance Status | Company states all executive officers are currently or expected to be in compliance within required timeframes |
| Hedging/Pledging | Prohibited under Insider Trading Policy; company states no current hedging or pledging by executives/directors |
| Stock Options & Retention Policy | Company does not currently grant stock options; retention policy applies only to options (33% of net shares retained through one year) |
Upcoming vesting supply considerations (potential selling pressure):
- Annual RSU vest dates clustered in early February 2026–2029 across multiple grants; PSU outcomes contingent on multi-year operating income targets (2022 cycle did not vest) .
Employment Terms
| Item | Brett Whitmire (CFO) |
|---|---|
| Employment Agreement | None; governed by equity award agreements, the 2022 Plan and 2013 Plan, and general policies |
| Clawback | Company-wide clawback policy for restatements per SEC rules; recovery from Covered Officers |
| Change-in-Control Vesting | Double-trigger policy; equity does not automatically accelerate without qualifying termination after change-in-control |
| Severance/Termination Illustrative Values (as of 12/31/2024 using $61.67/share) | Voluntary/With Cause: $55,148; Disability/Death: $2,599,035; Termination Without Cause: $55,148; Change in Control with qualifying termination: $2,543,888 (primarily continued vesting/acceleration per award terms) |
| Life Insurance/Disability Policies | Standard corporate coverage; $700,000 life insurance benefit upon death (not included in the above totals) |
| Non-Compete / Non-Solicit | Not specifically disclosed for CFO; CEO agreement terms are disclosed separately; CFO has no employment agreement |
Compensation Committee and Peer Benchmarking
- Committee independence and governance: compensation overseen by independent Compensation Committee; external consultant (Compensation Advisory Partners) engaged in 2020 and 2022 for peer benchmarking .
- Peer group (2022): includes semis such as Littelfuse, Skyworks, Silicon Labs, Microchip, Marvell, Qorvo, Vishay, Wolfspeed, etc. (full list below) .
- Relative positioning: executives’ total direct compensation benchmarked at the ~68th percentile, driven primarily by LTI weightings .
- Best practices: double-trigger CIC vesting; no excise tax gross-ups; no option repricing; anti-hedging/pledging; stock ownership requirements; clawback policy .
- Say-on-pay support: ~98% approval at the 2024 annual meeting for prior-year NEO compensation .
Peer group (2022): Alpha and Omega Semiconductor; Cirrus Logic; Coherent; Infinera; Littelfuse; Marvell Technology; MaxLinear; Microchip Technology; MKS Instruments; Monolithic Power Systems; Qorvo; Semtech; Silicon Labs; Skyworks Solutions; Synaptics; Vishay; Wolfspeed .
Investment Implications
- Pay-for-performance alignment: CFO’s variable pay is heavily tied to profitability (Non-GAAP EPS at 77% weight) and growth (Net Sales at 18%), plus CSER at 5%; in 2024, with EPS and Net Sales below targets, his actual cash incentive was modest ($28,494 vs $214,500 target), demonstrating downside sensitivity and alignment with shareholder outcomes .
- Multi-year risk and retention: PSUs can pay 0–200% based on three-year operating income; 2022 cycle did not vest (0% payout), highlighting execution risk and retention function of equity tied to long-term targets .
- Ownership and selling pressure: Beneficial ownership of 53,052 shares and strict anti-hedging/pledging policies support alignment; upcoming RSU vests in February 2026–2029 warrant monitoring for potential discretionary sales around vesting windows, though options-related retention rules are not applicable (no options granted) .
- Change-in-control economics: CFO has no individualized employment agreement; CIC benefits are limited and structured as double-trigger equity vesting with estimated value ~$2.54M under the disclosed scenario, which reduces windfall risk and aligns with shareholder-friendly practices (no tax gross-ups) .
- Governance and investor signaling: Strong say-on-pay (~98%) and rigorous policies (clawback, ownership, double-trigger) indicate disciplined compensation oversight; peer benchmarking at higher percentile driven by LTI suggests competitiveness without excessive guaranteed cash .