Gary Yu
DIODES INC /DEL/About Gary Yu
Gary Yu, 52, is President of Diodes Incorporated and was elected to the Board in January 2024; he has been with the company since 2008. He holds a B.S. in MIS (Fu-Jen University), M.S. in Telecommunication Engineering (Southern Methodist University), and an MBA (University of Dallas), with prior roles spanning operations, Asia leadership, and integration of Lite‑On Semiconductor, as well as Risk Oversight Committee service on the Board . Company performance during his tenure as President in 2024 reflected a semiconductor downcycle: net sales fell 21.1% to $1.3B, operating income dropped to $50.4M (3.8% margin), and TSR was −23.4% for 2024 (after +5.8% in 2023, −30.7% in 2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Diodes Incorporated | President | Jan 2024–present | Leads global operations and strategy; serves on Board Risk Oversight Committee |
| Diodes Incorporated | Chief Operating Officer; SVP (Business Groups, Lite‑On integration); President, Asia Pacific; GM Shanghai wafer fab & BCD; VP, Asia Pacific Sales; BU Manager (Sensors & Satellite) | Not disclosed; company tenure since 2008 | Operational leadership; integration of Lite‑On Semiconductor; risk management; regional growth |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lite‑On Semiconductor Corporation | Vice President, Worldwide Sales | 10+ years | Global sales leadership; experience later leveraged in Diodes’ Lite‑On integration |
| Texas Instruments | Roles in IT, finance, capacity planning | Not disclosed | Cross‑functional operations and planning expertise |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 348,301 | 441,507 | 629,507 |
| Stock Awards ($) | 1,562,130 | 2,427,100 | 3,196,910 |
| Non‑Equity Incentive Plan Compensation ($) | 442,260 | 65,959 | 126,632 |
| All Other Compensation ($) | 12,082 | 15,905 | 21,894 |
| Total Compensation ($) | 2,459,005 | 2,950,471 | 3,974,943 |
| Annualized Base Salary ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Gary Yu | 350,000 | 450,000 | 630,000 |
| Bonus Target (2024) | Value |
|---|---|
| President target bonus % of salary | 90% |
| Bonus formula weighting | 80% financial metrics; 20% individual goals |
| Financial metrics mix | 77% Non‑GAAP diluted EPS; 18% Net sales; 5% CSER |
Footnotes: “Includes $218,550 for Mr. Yu's service in 2024 as a member of the Board of Directors” (in Stock Awards) .
Performance Compensation
| Annual Bonus Plan (2024) | Weighting | Target (2024) | Actual (2024) | Payout (Cash $) | Vesting |
|---|---|---|---|---|---|
| Non‑GAAP Diluted EPS | 77% | Not disclosed | Not disclosed | 126,632 | N/A (cash) |
| Net Sales | 18% | Not disclosed | Not disclosed | 126,632 | N/A (cash) |
| CSER | 5% | Not disclosed | Not disclosed | 126,632 | N/A (cash) |
| Long‑Term Incentive Grants (2024) | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs (time‑based) | 2/1/2024 | 22,000 | Included in $2,978,360 combined (RSUs+PSUs) | 4 equal annual installments |
| PSUs (performance‑based, 3‑yr Non‑GAAP OI target) | 2/1/2024 | 22,000 (target) | Included in $2,978,360 combined | Payout 0–200% based on 2024–2026 cumulative Non‑GAAP OI |
| RSUs (Director service) | 5/30/2024 | 3,000 | 218,550 | 4 equal annual installments |
| PSU Performance Cycles | Target Metric | Target | Actual | Payout |
|---|---|---|---|---|
| 2022–2024 | GAAP operating income (3‑yr cumulative) | $1.0B | $709M | 0% (no vesting) |
| 2024–2026 | Non‑GAAP operating income (3‑yr cumulative) | Not disclosed | N/A | Pending |
| 2025–2027 (new grant Feb 3, 2025) | Non‑GAAP operating income (3‑yr cumulative) | Not disclosed | N/A | Pending; 22,000 PSUs granted |
Stock vested during 2024: 26,500 shares; value realized on vesting $1,808,390 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common stock) | 35,947 shares; less than 1% of class |
| Options outstanding | None for NEOs |
| Unvested RSUs (as of 12/31/2024) | 41,125 |
| Unearned PSUs (as of 12/31/2024) | 43,500 |
| Change‑in‑control vesting (no assumption) | RSUs 41,125; PSUs 43,500 would vest |
| Shares acquired on vesting in 2024 | 26,500 shares; $1,808,390 value realized |
| Nonqualified deferred compensation | Executive contributions $194,010; aggregate earnings $185,046; balance $1,426,470 at 12/31/2024 |
| Stock ownership guidelines (execs) | Board‑appointed executive officer must hold stock = 2× base salary within 5 years; all execs currently or expected to be in compliance |
| Anti‑hedging/anti‑pledging | Hedging and pledging prohibited; to the Company’s knowledge, no executives/directors are party to hedges or pledges |
| Stock retention policy | 33% net shares from stock option exercises must be retained until 1 year or separation; applies to options |
Outstanding award detail (as of 12/31/2024):
- RSUs unvested for Gary Yu: 2/8/2021: 2,125 ($131,049); 2/1/2022: 4,250 ($262,098); 2/1/2023: 9,750 ($601,283); 2/1/2024: 22,000 ($1,356,740); 5/30/2024: 3,000 ($185,010) .
- PSUs (unearned): 2/1/2022: 17,000 ($1,048,390); 2/1/2023: 26,000 ($1,603,420); 2/1/2024: 44,000 ($2,713,480) .
Employment Terms
| Scenario (assumed 12/31/2024 trigger; $61.67/share) | Estimated Payment ($) |
|---|---|
| Voluntary termination or termination with cause | 187,209 |
| Termination due to disability or death | 5,406,033 |
| Termination without cause | 187,209 |
| Change in control | 5,218,824 |
Additional terms:
- No individual employment agreement for Mr. Yu; termination benefits governed by equity award agreements, the 2022 Plan/2013 Plan, and general policy/employee handbook .
- 2022 Equity Plan provides double‑trigger vesting upon a change in control (termination without cause within two years), or single‑trigger vesting only if awards are not assumed/substituted; performance awards vest at target under these CIC cases .
- Clawback provision in incentive plans; no excise tax gross‑ups; no option repricing; no automatic single‑trigger CIC acceleration .
Board Governance
| Item | Detail |
|---|---|
| Board service | Elected Director in January 2024 |
| Committee roles | Member, Risk Oversight Committee |
| Independence status | Not independent (President); Board determined 5 of 7 nominees are independent; Audit, Compensation, Governance committees fully independent |
| Dual‑role implications | Executive + Director (non‑independent) increases management influence; mitigated by majority independent Board and committee structures |
Director Compensation
| Item | 2024 Detail |
|---|---|
| Director equity grant | 3,000 RSUs on 5/30/2024; grant date fair value $218,550; vests over four years |
| Director compensation noted in NEO table | $218,550 included in 2024 Stock Awards for Board service |
Compensation Peer Group, Benchmarking & Say‑on‑Pay
- Peer group used for benchmarking (selected in 2022): Alpha & Omega Semiconductor, Cirrus Logic, Coherent, Infinera, Littelfuse, Marvell, Maxlinear, MKS Instruments, Monolithic Power Systems, Qorvo, Semtech, Silicon Labs, Skyworks, Synaptics, Vishay, Wolfspeed; median revenue ~$2.2B; Company 2024 revenue $1.3B .
- Target positioning: executives’ total direct compensation at ~68th percentile vs peer market (driven by LTI) .
- 2024 Say‑on‑Pay approval: ~98% for 2023 compensation; program unchanged for 2024/2025 in light of support .
Investment Implications
- Alignment and retention: Heavy equity mix with PSUs tied to multi‑year operating income and RSUs vesting over four years supports retention; double‑trigger CIC terms reduce flight risk during M&A but create potential CIC payout leverage (Yu CIC estimate ~$5.2M) .
- Performance discipline: 2022–2024 PSU cycle paid 0% (target $1.0B GAAP OI vs $709M), indicating strict pay‑for‑performance; 2024 financial downcycle (sales −21.1%, margin compression) led to modest cash bonus ($126.6k) despite elevated bonus opportunity .
- Selling pressure: 26,500 shares vested in 2024 with $1.81M value; while the company notes actual sale decisions are unknown, vesting events can create periodic supply overhang; anti‑hedging/anti‑pledging policies reduce misalignment risk .
- Governance risk: Yu’s dual role (President + Director, non‑independent) is mitigated by majority‑independent Board and independent committees; no excise tax gross‑ups or option repricing; clawbacks in place, and double‑trigger CIC vesting avoids automatic windfalls .