Elizabeth Bull - Independent Director | DIODES INC /DEL/ (DIOD) Executive Profile & Compensation

About Elizabeth Bull

Elizabeth Bull, age 66, is an Independent Director of Diodes Incorporated and has served on the Board since 2023. She chairs the Audit Committee (designated an “audit committee financial expert”) and serves on the Compensation Committee, with independence affirmed under Nasdaq and SEC rules . Her background includes CFO of the Communities Foundation of Texas (CFT) and Vice President & Treasurer at Texas Instruments (TI), with an MBA from Northwestern’s Kellogg School and a BA in Mathematics from DePauw University; she is a NACD North Texas member and a 2025 candidate for HBS Executive Education’s Corporate Director Certificate .

Past Roles

Organization	Role	Tenure	Committees/Impact
Communities Foundation of Texas (CFT)	Chief Financial Officer	Former CFO (dates not disclosed)	Staff Lead on Finance & Audit, Investment, Compensation, Governance, Building Committees; full budget accountability; partnered for organizational growth
Texas Instruments (TI)	Vice President & Treasurer	Employed for over 25 years (various finance/treasury/Asia roles)	Led strategic financial, investment, operational, and talent initiatives across US and Asia; TI’s first female VP in Finance, Treasury, and Asia regional roles

External Roles

Organization	Role	Status/Timing
NACD North Texas Chapter	Member	Current
Harvard Business School Executive Education	Corporate Director Certificate candidate	2025 candidate

Board Governance

Committee assignments:
- Audit Committee: Chair; qualifies as “audit committee financial expert”
- Compensation Committee: Member
Independence: The Board determined Ms. Bull is independent; Audit, Compensation, and Governance committees meet applicable independence requirements .
Meetings and attendance:
- 2024 meetings: Board (7), Audit (7), Compensation (3), Governance (4), Risk Oversight (5) .
- All current directors attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
Board leadership: Angie Chen Button serves as Lead Independent Director; responsibilities include presiding at executive sessions and liaising with the Chair, directors, and stockholders .

Fixed Compensation

Year	Cash Fees ($)	RSUs ($)	Total ($)
2024	130,000	218,550	348,550

Director retainer and fee schedule:

Quarterly retainer: $22,500 (2024, 2025)
Additional quarterly retainer (Lead Director; Chairs of Audit, Governance, Compensation): $10,000
Chair of Risk Committee: $5,000 quarterly
Audit Committee membership fee: $2,500 quarterly

Equity grant details (directors):

Grant Date	Type	Units	Per-Share Price	Grant-Date Fair Value	Vesting
May 26, 2024	RSUs	3,000	$72.85	$218,550	Four equal annual installments starting first anniversary

Performance Compensation

Component	Structure	Performance Metrics	Payout Curve
Director equity	Time-based RSUs	None for directors; RSUs vest ratably (no performance condition)	N/A

Directors receive time-based RSUs; no director-specific performance metrics or options are disclosed for Board compensation .

Other Directorships & Interlocks

Item	Detail
Current public company directorships (Bull)	None disclosed in proxy biography; independence affirmed
Noted Board interlocks (company-level)	Warren Chen serves on Nuvoton’s board; company purchases wafers under a multi-year agreement . Robert E. Feiger’s law firm historically provided services; while on the Board, any services require prior Board approval to preserve independence .

Expertise & Qualifications

Audit and finance expertise; designated “audit committee financial expert” .
CFO experience at CFT overseeing finance, audit, investment, compensation, governance functions .
Strategic finance and treasury leadership at TI; multinational operational experience across eight countries .
Education: MBA (Kellogg, Northwestern); BA in Mathematics (DePauw) .
Governance credentials: NACD membership; HBS Executive Education Corporate Director Certificate candidate (2025) .

Equity Ownership

Holder	Common Stock Underlying Options/RSUs (within 60 days)	Common Stock	Beneficial Ownership	Percent of Class
Elizabeth Bull	—	750	750	<1% (“*” indicates less than 1%)

RSUs outstanding as of Dec 31, 2024 (non-employee directors):

Director	RSUs (#)
Elizabeth Bull	5,250

Ownership alignment and policies:

Director stock ownership guideline: 3× annual retainer within five years; all directors currently or expected to be in compliance .
Anti-hedging and anti-pledging policies: directors prohibited from hedging or pledging company stock; company states no directors are parties to hedges or pledges .

Governance Assessment

Strengths
- Independent director with deep finance background; chairs Audit Committee as a designated financial expert—supports robust financial oversight .
- Strong engagement/attendance: Board and committees met frequently in 2024; all directors met minimum attendance thresholds; annual meeting attendance policy followed .
- Director compensation is balanced: cash fees plus time-based RSUs; no options, no performance conditions—reduces risk of short-termism while maintaining equity alignment .
- Stock ownership policy (3× retainer) and prohibitions on hedging/pledging reinforce alignment; no pledging/hedging reported .
- High prior say-on-pay support (≈98% approval at 2024 meeting for 2023 NEO pay), suggesting investor confidence in compensation governance broadly .
Watch items
- Company-level related-party exposures (e.g., Nuvoton board link and wafer purchases; historical legal ties to Feiger’s firm) require continued Audit/Comp oversight; Ms. Bull’s audit leadership is a mitigating factor .
- Limited disclosure of director-specific performance metrics (none used) places emphasis on committee effectiveness and oversight quality rather than pay-for-performance signals for directors .
RED FLAGS
- None disclosed specific to Elizabeth Bull: no related-party transactions, hedging, pledging, or attendance concerns identified for her .