Jenny Su
DIODES INC /DEL/About Jenny Su
Huey-Jen (Jenny) Su (age 65) was nominated and is serving as an independent director of Diodes Incorporated beginning in 2025. She is the former President of National Cheng Kung University (2015–2023) and Professor of Environmental Health (1992–2024), with a research focus on air pollution health effects and airborne microbial hazards; she also served as an expert member for a WHO committee on indoor biological agents. Education: BA, National Taiwan University (1983); Doctorate, Harvard T.H. Chan School of Public Health (1990).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Cheng Kung University (Taiwan) | President (first female President in 85-year history) | 2015–2023 | Led a major research university; governance leadership in higher education |
| National Cheng Kung University | Professor of Environmental Health | 1992–2024 | Research on air pollution health effects and airborne microbial hazards |
| World Health Organization (WHO) | Expert Committee Member (guidelines for biological agents in indoor environments) | Not stated | Contributed technical expertise to global health guidance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public company directorships disclosed |
| Awards | Multiple | 2017–2022 | Outstanding Professional Global Corporate Sustainability Award (2022); Harvard T.H. Chan Leadership Award (2017); Featured “Science Stars of East Asia” by Nature; Asian Scientist 100 (2018) |
Board Governance
- Independence: Su is designated an independent director under Nasdaq and SEC rules (footnote (1) in Board/Committee tables).
- Committee assignments: As of the proxy record date, Su had no committee assignments; the Board stated committee changes would be made following the May 12, 2025 annual meeting (replacing retiring director Christina Sung).
- Board/Committee activity levels: 2024 meetings—Board 7; Audit 7; Compensation 3; Governance 4; Risk Oversight 5; all current directors attended at least 75% of meetings during their service in 2024 (Su joined in 2025; attendance not applicable for 2024).
- Board leadership: CEO Keh‑Shew Lu serves as Chair; Angie Chen Button is Lead Independent Director, presiding over executive sessions and overseeing board evaluations.
- Director nomination/election: Su stands for annual election; majority vote resignation policy applies if WITHHELD votes exceed FOR in uncontested elections.
Fixed Compensation
| Component | 2025 Terms | Notes |
|---|---|---|
| Quarterly cash retainer | $22,500 per quarter | For non‑employee directors |
| Additional quarterly retainers (if applicable) | $10,000 (Lead Director; Chairs of Audit, Governance, Compensation); $5,000 (Chair of Risk Oversight) | Role-based |
| Audit Committee membership fee | $2,500 per quarter | For Audit Committee members |
| 2024 director compensation (Su) | Not applicable | Su commenced service Feb 3, 2025; no 2024 director comp |
Performance Compensation
| Equity | Grant Size | Vesting | Notes |
|---|---|---|---|
| RSUs (non‑employee directors) | 3,000 RSUs granted May 26, 2024 | Four equal annual installments | Grant-date price $72.85 per share (program detail; Su was not yet a director in 2024) |
| Performance metrics for director equity | None disclosed | — | Director RSUs are time‑based; no performance‑linked metrics disclosed |
All four Board committees operate under written charters; director equity awards (RSUs) vest in four equal annual installments.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other U.S. public company boards | None disclosed for Su |
| Interlocks with DIOD suppliers/customers | None disclosed for Su; related-party ties exist elsewhere (e.g., director Warren Chen on Nuvoton board) |
| Family relationships | None disclosed for Su |
Expertise & Qualifications
- Environmental health and public health leadership; WHO committee experience on indoor biological agents.
- Recognized for sustainability and scientific leadership (awards in 2017–2022) supporting ESG oversight credibility.
- Academic governance experience (university presidency), valuable for board process rigor and stakeholder alignment.
Equity Ownership
| Holder | Common Stock | RSUs/Options (vestable within 60 days) | % of Class |
|---|---|---|---|
| Huey‑Jen (Jenny) Su | — | — | <1% (no holdings disclosed as of Mar 20, 2025) |
- Director stock ownership policy: Non‑employee directors must reach ownership equal to 3× annual cash retainer within five years; company notes directors are currently or expected to be in compliance within required time frames (new directors have the full window).
- Anti‑hedging/pledging/short‑selling: Prohibited for directors; company reports no current hedging or pledging among directors.
Governance Assessment
- Board effectiveness signals: Su is independent, bringing deep scientific and sustainability expertise that can strengthen risk oversight and ESG reporting, especially given DIOD’s explicit CSER integration into financial/strategic goals.
- Attendance/engagement: No 2024 attendance data for Su due to 2025 start; Board overall met frequently with strong attendance across committees.
- Compensation alignment: Director pay is largely balanced between fixed cash and time‑vested RSUs, with stock ownership requirements promoting long‑term alignment; no director performance-conditioned equity mitigates pay‑for‑performance complexity at board level.
- Conflicts/related parties: No related-party transactions disclosed for Su; DIOD maintains a formal related-party review policy via Audit Committee and robust prohibitions on hedging/pledging, reducing governance risk.
- Shareholder sentiment: Say‑on‑pay approval at ~98% in 2024 indicates broad investor support for executive pay framework, a positive signal for governance credibility during Su’s onboarding.
Watch items: Committee placement post‑May 2025 (Audit/Governance/Compensation/Risk) will shape Su’s influence; near‑term monitoring of her stock ownership trajectory toward 3× retainer and any emerging interlocks is warranted.