Emily Yang
DIODES INC /DEL/About Emily Yang
Emily Yang (age 56) is Senior Vice President, Worldwide Sales and Marketing at Diodes Incorporated; she joined Diodes via the 2015 acquisition of Pericom and was appointed VP Worldwide Sales & Marketing in 2017 and promoted to SVP in November 2020 . She holds a bachelor’s degree in Economics from the University of Toronto . Company performance during her current tenure saw 2024 net sales of $1,311.1 million vs. $1,661.7 million in 2023 and diluted EPS (non-GAAP) of $1.31 vs. $4.81 in 2023; total shareholder return was (23.4)% for 2024, 5.8% for 2023, and (30.7)% for 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diodes Incorporated | VP, Worldwide Sales & Marketing | Appointed 2017 | Led global sales and marketing execution across geographies |
| Diodes Incorporated | SVP, Worldwide Sales & Marketing | Appointed Nov 2020 | Senior leadership over global sales and marketing; continued expansion and alignment across regions |
| Pericom | Various sales leadership roles (VP Global Sales; VP NAEU; Contract Manufacturing Sales Director; Western Regional Sales Director; Strategic Account Sales Director) | 1998–2015 | Built and managed global accounts and regional sales coverage across Asia, North America, and Europe |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | — |
Fixed Compensation
| Component | 2024 | 2025 (effective Feb 1) |
|---|---|---|
| Base Salary ($) | $330,000 | $350,000 |
| Target Bonus (% of salary) | 65% for “other executives” | 65% for “other executives” |
| Target Bonus ($) | $214,500 (set Feb 1, 2024) | Not disclosed (percent remains 65%) |
| Actual Bonus Paid ($) | $28,494 (FY2024) | — |
| Perquisites and Benefits ($) | Health insurance $22,954; Retirement plans $10,350; Life & disability insurance $3,141; Total $36,445 | — |
Performance Compensation
Annual Incentive Plan (2024)
| Metric | Weighting | Target | Actual | Payout to Target | Notes |
|---|---|---|---|---|---|
| Net Sales (millions) | 18% | $1,500.0 | $1,311.1 | 69% | Not met |
| Non-GAAP Diluted EPS | 77% | $3.40 | $1.31 | — (Not met) | Not met |
| CSER (ISS social & environmental combined score) | 5% | 7 | 5 | 200% | Marked “Exceeded” (Company scoring rubric) |
| Strategic Objectives | 20% | Pre-set initiatives | Mixed (Achieved for ESG, SPFAB ramp, China dependency reduction; Not met for Annual Plan) | 88% | Absolute evaluation |
Payout curve: below 80% of target = 0%; 80–100% = 50–100%; 100–120% = 100–200%; above 120% capped at 200% .
Long-Term Incentive (LTI) Structure and Emily’s 2024 Grants
| Element | Weighting | Performance Metric | Vesting | Emily Yang Grant (Date/Size) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| PSUs | 50% | 3-year cumulative Non-GAAP operating income (2024–2026 and 2025–2027 cycles) | 0–200% payout vs. absolute targets; cliff vest at determination date after 3-year period | 2/1/2024: 6,100 PSUs | $825,818 (includes RSUs and PSUs; see RSUs below) |
| RSUs | 50% | Time-based | Four-year ratable vesting; specific cycles vary by grant | 2/1/2024: 6,100 RSUs | Included in $825,818 |
PSU precedent: For the 2022–2024 PSU cycle, the target was $1.0 billion GAAP operating income; actual $709 million; payout 0% (no vesting) .
2024 grant specifics (full grant table excerpt for NEOs): Emily Yang 2/1/2024 Target bonus $214,500; PSU target 6,100 (threshold 3,050; max 12,200); RSUs 6,100; total grant-date fair value $825,818 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Direct/Common) | 53,052 shares (<1% of outstanding) as of record date (46,461,002 shares outstanding) |
| Unvested RSUs (as of 12/31/2024) | 2/8/2021: 1,900 ($117,173); 2/1/2022: 3,800 ($234,346); 2/1/2023: 6,750 ($416,273); 2/1/2024: 6,100 ($376,187) |
| Unvested PSUs (as of 12/31/2024) | 2/1/2022: 15,200 ($937,384); 2/1/2023: 18,000 ($1,110,060); 2/1/2024: 12,200 ($752,374) (values reflect 200% achievement assumption per table convention) |
| Shares Acquired on Vesting in 2024 | 24,175 shares; value realized $1,645,637 (based on closing price on vesting dates) |
| Upcoming RSU Vesting Schedules (select grants) | 2/1/2024 RSUs: four equal annual installments; RSUs granted 2/1/2023 vest in two equal installments on 2/1/2026 and 2/1/2027; RSUs granted 2/1/2022 vest on 2/1/2026; RSUs granted 2/8/2021 vested on 2/24/2025 |
| Options | None outstanding; Company does not currently grant stock options |
| Anti-Hedging / Anti-Pledging | Hedging and pledging prohibited; to Company’s knowledge, no executive or director is party to a hedge or pledge of Company stock |
| Stock Ownership Guidelines | Board-appointed executive officers must hold shares valued at 2x annual base salary within 5 years; executives currently or expected to be in compliance |
| Stock Retention Policy | 33% of “net” shares from option exercises must be retained until the earlier of 1 year or end of service; applies to options only (none currently granted) |
| Deferred Compensation (2024) | Executive contributions $57,827; aggregate earnings $90,934; aggregate balance $952,074 as of year-end |
Employment Terms
| Item | Terms |
|---|---|
| Employment Agreement | None; Ms. Yang does not have an employment agreement |
| Severance (Termination without Cause at 12/31/2024) | Estimated cash components: Bonus $28,494; Paid vacation $31,731; Total $60,225 (valuation methodology per proxy) |
| Death/Disability (12/31/2024) | Continued vesting value estimate $2,604,112; plus separate insurance benefits excluded from table (life insurance policy $700,000, disability policies per plan) |
| Change-in-Control Treatment (2022 Plan) | If awards are not assumed/substituted/continued, all awards vest at target; if terminated without Cause within 2 years after a change-in-control, all awards vest (target for performance awards) (double-trigger) |
| Awards that would vest on Change-in-Control (counts) | RSUs 18,550; PSUs 22,700; Total 41,250 (as of 12/31/2024) |
Compensation Governance, Metrics, and Peer Benchmarking
- Compensation mix emphasizes variable pay via annual bonus (80% financial metrics: EPS, Net Sales, CSER; 20% strategic priorities) and LTI awards split 50% PSUs and 50% RSUs .
- Clawback policy aligned to SEC rules; recovery of “Covered Compensation” for accounting restatements due to material noncompliance .
- Anti-hedging, anti-pledging, and short-selling prohibitions in Insider Trading Policy .
- Say-on-pay approval ~98% at 2024 annual meeting (for 2023 compensation) .
- Peer group used for benchmarking (2022 refresh): Alpha and Omega Semiconductor, Cirrus Logic, Coherent, Littelfuse, Marvell, Microchip, MKS, Monolithic Power, Qorvo, Semtech, Silicon Labs, Skyworks, Synaptics, Vishay, Wolfspeed, MaxLinear, Infinera .
- Company executives’ total direct compensation aligned near 68th percentile (driven by LTI) per Compensation Advisory Partners benchmarking .
Performance & Track Record Context
| Year | Net Sales ($mm) | Gross Profit ($mm) | Gross Margin (%) | Operating Income ($mm) | Diluted EPS (GAAP) ($) | Adjusted EPS (Non-GAAP) ($) |
|---|---|---|---|---|---|---|
| 2024 | 1,311.1 | 435.9 | 33.2 | 50.5 | 0.95 | 1.31 |
| 2023 | 1,661.7 | 658.2 | 39.6 | 250.6 | 4.91 | 4.81 |
- Stock price at fiscal year end: $61.67 (2024) vs $80.52 (2023) . TSR: (23.4)% (2024), 5.8% (2023), (30.7)% (2022) .
Risk Indicators & Red Flags
- No executive hedging, pledging, or short-selling permitted; none reported by the Company .
- No options repricing or cash-out; Company does not currently grant stock options .
- Clawback policy in place for restatements .
- Section 16(a) delinquency in 2024 noted for two executives (not including Emily Yang) .
Equity Ownership & Vesting Pressure Map (Forward-Looking Considerations)
| Time Window | Potential Supply from Scheduled RSU Vests (select grants) | Commentary |
|---|---|---|
| 2025 | Remaining tranches from older grants; 2/8/2021 RSUs completed on 2/24/2025 | Value realization depends on market price on vest dates; not indicative of actual sales |
| 2026 | RSU tranches from 2/1/2022, 2/1/2023, 2/1/2024 scheduled (per grant schedules) | Clustered Feb 1 vest dates may increase execution windows activity; anti-pledging reduces forced selling risks |
| 2027+ | Continuation of tranches per 2023/2024 grants; PSUs determination at cycle end with potential 0–200% payout | PSU outcomes hinge on 3-year Non-GAAP operating income achievement |
Investment Implications
- Alignment: Strong equity-based incentives (PSUs tied to 3-year Non-GAAP operating income; RSUs with multi-year vesting) and ownership guidelines (2x salary) support long-term alignment; hedging/pledging bans reduce adverse alignment risks .
- Retention: Absence of a personalized employment agreement for Emily Yang and modest cash severance estimates, coupled with significant unvested RSUs/PSUs, indicate retention levers predominantly via unvested equity rather than guaranteed cash .
- Trading signals: Notable annual vesting activity (e.g., 24,175 shares vested and $1,645,637 value realized in 2024) and clustered February vesting dates could create episodic supply; however, sale behavior is unknown and value realized is mark-to-market, not actual sales .
- Pay-for-performance: 2024 bonus outcomes were constrained by misses on Net Sales and EPS, partially offset by CSER and strategic achievements, signaling disciplined pay-for-performance mechanics amidst cyclical downturns .
- Execution risk: PSU payouts depend on achieving multi-year operating income targets; prior cycle (2022–2024) paid 0%, underscoring sensitivity to macro/industry conditions and operating performance .