Francis Tang
DIODES INC /DEL/About Francis Tang
Francis Tang is Senior Vice President, Worldwide Discrete Products at Diodes Incorporated; age 70; appointed VP in 2006 and promoted to Senior VP in November 2020 after serving as Global Product Manager since 2005; he holds a master’s degree in Electrical Engineering from the University of Missouri–Rolla . Company performance in 2024 deteriorated with net sales down 21.1% to $1.31B, operating income down 79.9% to $50.4M, diluted EPS $0.95, and TSR at -23.4% for 2024, reflecting macro semiconductor weakness; adjusted EPS was $1.31, and stock closed 2024 at $61.67 . The executive bonus framework weighted EPS and net sales heavily and was not met in 2024; several strategic initiatives were achieved while the annual plan was not met, leading to low bonus payouts for NEOs, including Tang .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diodes Incorporated | Global Product Manager | 2005–2006 | Global product management in discrete portfolio; groundwork for subsequent leadership roles |
| Diodes Incorporated | VP, Worldwide Discrete Products | 2006–Nov 2020 | Led discrete business globally; product and portfolio execution |
| Diodes Incorporated | Senior VP, Worldwide Discrete Products | Nov 2020–present | Executive leadership over discrete segment; accountable to company EPS and sales-driven compensation metrics |
| T2 Microelectronics (Shanghai) | General Manager | 2002–2005 | Led complex mixed-signal SoC product development |
| Acer Labs, Inc. (USA) | Senior Strategic Marketing Director | 1996–2001 | Strategic marketing for mixed-signal/chipset business |
| National Semiconductor | Various management positions | 17 years (dates not disclosed) | Analog and mixed-signal circuit design, applications, and strategic marketing leadership |
External Roles
No external directorships or board roles for Francis Tang were disclosed in the 2025 proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $399,193 | $409,151 | $410,000; effective Feb 1, 2025 remains $410,000 |
| Target Bonus (% of Salary) | Not disclosed; prior policy for non-CEO executives was 70% (context, not individual-specific) | Not disclosed; prior policy for non-CEO executives was 70% (context, not individual-specific) | 65% (target $266,500) |
| Actual Bonus Paid ($) | $505,440 | $48,370 | $59,519 |
| All Other Compensation ($) | $30,176 | $30,699 | $36,445 |
Performance Compensation
Annual Incentive Structure and 2024 Outcome (Company-Level Metrics)
| Metric | Weighting | Target | Actual | Payout vs Target | Notes |
|---|---|---|---|---|---|
| Net Sales | 18% | $1,500.0M | $1,311.1M | Not Met; payout interpolation below 100% | Company-wide |
| Non-GAAP Diluted EPS | 77% | $3.40 | $1.31 | Not Met; payout below threshold for EPS | Company-wide |
| CSER (ESG composite) | 5% | Score 7 | 5 | Exceeded; payout 200% for CSER | Company-wide |
| Strategic Objectives | 20% | Pre-set initiatives | 3/4 achieved; Annual Plan not met | 88% payout to target | Company-wide |
Tang’s personal 2024 cash incentive payout was $59,519 against a target of $266,500 (65% of base salary), consistent with the shortfall on EPS and net sales .
Long-Term Incentive (LTI) Awards
| Year | RSUs (#) | RSUs Fair Value ($) | PSUs (#) | PSUs Fair Value ($) | Vesting Terms |
|---|---|---|---|---|---|
| 2022 | 7,600 | $698,364 | 7,600 | $698,364 | RSUs vest ratably over 4 years; PSUs vest based on 3-year operating income target |
| 2023 | 9,000 | $840,150 | 9,000 | $840,150 | Same structure; 2023–2025 cumulative Non-GAAP operating income PSU target |
| 2024 | 7,200 | $487,368 | 7,200 | $487,368 | 2024–2026 cumulative Non-GAAP operating income PSU target; RSUs vest over 4 years |
Notes:
- Company did not grant stock options in 2024 and currently does not grant options; equity mix is RSUs and PSUs .
- For the 2022–2024 cycle, the PSU GAAP operating income target was $1.0B vs actual $709M; no vesting occurred for those PSUs, reinforcing pay-for-performance rigor .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 76,415 shares; less than 1% of shares outstanding |
| Unvested RSUs (Dec 31, 2024) | 1,900 (2/8/2021), 3,800 (2/1/2022), 6,750 (2/1/2023), 7,200 (2/1/2024); total MV $1,211,816 at $61.67 |
| Unvested PSUs (Dec 31, 2024) | 15,200 (2/1/2022), 18,000 (2/1/2023), 14,400 (2/1/2024); MV $2,935,492 at $61.67, assuming 200% payout basis per disclosure |
| Additional RSUs Granted (not in totals above) | 5,400 RSUs on 2/1/2024 vest over 4 years; schedule noted for executive grants |
| Additional PSUs Granted (post year-end) | 8,000 PSUs on 2/3/2025 tied to 2025–2027 cumulative Non-GAAP operating income |
| Options | None outstanding; company currently does not grant stock options |
| Stock Ownership Guidelines | Executive officers: 2x base salary; CEO: 6x; compliance expected within time frames |
| Anti-Hedging/Pledging/Short-Selling | Prohibited by Insider Trading Policy; company states no current hedging/pledging by executives/directors |
| Clawback Policy | Compensation recoupment for accounting restatements per SEC rules; policy published and applied to covered officers |
Vesting and Insider Supply Signals:
- RSUs vest in four equal annual installments; 2021 grant completed vesting in February 2025; 2022–2024 grants imply additional vesting in 2025–2028, which can create scheduled sell pressure windows if shares are sold to cover taxes or diversify .
- PSU payouts depend on achieving 3-year cumulative Non-GAAP operating income targets; failure to meet targets (as with 2022–2024) results in no vesting, limiting incremental supply and aligning with outcomes .
Employment Terms
| Aspect | Tang |
|---|---|
| Employment Agreement | None; payments governed by equity award agreements and company plans/policies |
| Termination Scenarios (as of Dec 31, 2024) | Voluntary/for Cause: $98,942; Without Cause: $98,942; Death/Disability: $2,778,504; Change-in-Control (double-trigger vesting under 2022 Plan): $2,679,562 |
| CIC Accelerated Awards | RSUs: 19,650; PSUs: 23,800; Total: 43,450 shares subject to acceleration at target levels under specified conditions |
| Non-Compete/Non-Solicit | Not disclosed in proxy |
| Deferred Compensation | Aggregate balance $925,890; 2024 aggregate earnings $146,184; no company contributions in 2024 |
Company Policies Affecting Alignment:
- Double-trigger treatment under 2022 Equity Plan: awards vest at target if not assumed in a CIC or upon qualifying termination within two years of CIC; no discretionary acceleration; no tax gross-ups .
- Stock retention requirement applies to option exercises; currently not relevant given no options granted .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Net Sales ($MM) | $1,661.7 | $1,311.1 |
| Gross Margin (%) | 39.6% | 33.2% |
| Operating Income ($MM) | $250.6 | $50.4 |
| Diluted EPS ($) | $4.91 | $0.95 |
| Adjusted Diluted EPS ($) | $4.81 | $1.31 |
| Year-end Stock Price ($) | $80.52 | $61.67 |
| TSR (Annual) | +5.8% | -23.4% |
Pay versus performance disclosure indicates high sensitivity of compensation actually paid to equity value changes and net sales, consistent with equity-heavy pay mix and absolute three-year PSU targets; 2022–2024 PSU cycle did not vest, reinforcing discipline .
Compensation Committee and Governance Signals
- Compensation program emphasizes performance-based variable pay; heavy weighting to EPS and sales; clawback, ownership, anti-hedging/pledging policies; double-trigger CIC equity vesting; no gross-ups; no option repricing or underwater cash-out .
- Say-on-pay support was ~98% at the 2024 meeting; program unchanged materially for 2024/2025 reflecting investor endorsement .
Related Party Transactions and Risk Indicators
- No related party transactions identified for Francis Tang specifically; broader related party dealings are disclosed for other relationships (Keylink, Nuvoton, JCP, Atlas) but not tied to Tang .
- Compliance: No delinquent Section 16 filings reported for Tang in 2024; two late Form 4s noted for other executives .
- Risk mitigants: Anti-pledging, anti-hedging, clawback; limited CIC benefits; equity awards structured with absolute performance hurdles .
Compensation Peer Group (Benchmarking Context)
- Peer group used for benchmarking includes semiconductor companies such as Microchip, Skyworks, Marvell, Qorvo, Silicon Labs, etc.; median peer revenue ~$2.2B vs DIOD $1.3B in 2024 .
- External consultant reviews (2020, 2022) indicate total direct compensation targeted around the 68th percentile, driven by long-term incentives; applicable to NEO program design not individual Tang specifics .
Investment Implications
- Pay-for-performance alignment is strong: Tang’s 2024 bonus was materially below target due to EPS and net sales misses; 2022–2024 PSUs failed to vest (no payout), curbing dilution and signaling stringent performance thresholds .
- Retention risk appears moderate: substantial unvested RSUs and PSUs through 2028 and policy-driven ownership requirements support alignment; no employment agreement or enhanced severance beyond plan terms reduces golden handcuff risk, but CIC double-trigger exposure means accelerated vesting upon qualifying events .
- Trading signals: Watch RSU anniversary vesting dates (Feb and May cycles) and potential PSU settlement in early-year windows tied to 10-K filings; insider hedging/pledging bans lessen forced selling, but tax-related sell-to-cover may occur around vest dates .
- Governance quality supports investors: robust clawback, anti-hedging/pledging, ownership policies, strong say-on-pay approval, and no option grants (reducing repricing risk) .