Jin Zhao
DIODES INC /DEL/About Jin Zhao
Jin Zhao is President, Asia Pacific Region at Diodes Incorporated. He joined Diodes in 2017 after senior roles at NXP and Fairchild Semiconductor, and previously held management positions at Texas Instruments and worked at AMD’s Austin fab. He managed Diodes’ Analog Business Group starting November 2020 and holds a Ph.D. in Chemistry (SUNY Buffalo) and an MBA (UT Dallas); his age is 56 as of the record date . Company performance context during 2024: net sales fell 21.1% to $1.311B, operating income declined to $50.4M, diluted EPS to $0.95, and TSR for 2024 was -23.4% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NXP | Vice President/General Manager | Not disclosed | Led analog interface ICs product lines; general management responsibilities |
| Fairchild Semiconductor | Vice President/General Manager | Not disclosed | Led high-voltage discrete products; P&L/product line management |
| Texas Instruments | Product line manager (integrated PMIC, OVP) | Not disclosed | Managed PMIC and over-voltage protection product lines |
| AMD | Fab operations (Austin) | Not disclosed | Semiconductor manufacturing experience |
External Roles
None disclosed in company filings for Jin Zhao .
Fixed Compensation
Compensation specifics (base salary, target bonus, actual bonus) for Jin Zhao are not disclosed; he is not a Named Executive Officer (NEO) in the proxy tables. Diodes’ compensation framework for executive officers sets base salaries annually considering role scope, experience, performance, company performance, and market levels . Annual bonus targets for 2024 were set at 100% of salary for the CEO, 90% for the President, and 65% for other executives, with payouts from 0–200% based on performance against pre-set goals .
Performance Compensation
Diodes’ executives participate in a two-part incentive program: an annual cash bonus tied 80% to financial metrics and 20% to strategic objectives, plus long-term equity (RSUs and PSUs). The company did not meet 2024 net sales and Non-GAAP EPS targets; CSER was exceeded and certain strategic objectives were achieved .
| Metric | Weighting | 2024 Target | 2024 Actual | Payout Basis |
|---|---|---|---|---|
| Net sales ($MM) | 18% | $1,500.0 | $1,311.1 | 69% of target for this component |
| Non-GAAP diluted EPS | 77% | $3.40 | $1.31 | Below 80% threshold; 0% payout for this component |
| CSER score | 5% | 7 | 5 | 200% payout for this component |
| Strategic objectives | 20% | Pre-set initiatives | Mixed; most achieved | 88% payout for this component |
Long-term incentives structure for executive officers:
- RSUs: time-based, vest ratably over 4 years; typical grant timing early February; also occasional May grants for directors .
- PSUs: performance-based, vest according to 3-year cumulative Non-GAAP operating income targets; payout 0–200% with interpolation; recent cycles include 2023–2025 and 2024–2026 .
Equity Ownership & Alignment
- Stock ownership guidelines: executive officers must hold company stock valued at 2x annual base salary (CEO: 6x). Compliance is current or expected within required timeframes .
- Stock retention: option exercises require holding 33% of net shares until the first anniversary; Diodes currently does not grant stock options to employees, and NEOs have no outstanding stock options .
- Anti-hedging/anti-pledging: executives are prohibited from hedging or pledging company securities; short sales are also prohibited .
- Clawback: compensation recovery policy applies upon material restatements under SEC rules .
Insider selling and personal share pledging for Jin Zhao are not disclosed in the proxy; company policy prohibits pledging and hedging .
Employment Terms
Specific employment agreement terms, severance, or change-of-control economics for Jin Zhao are not disclosed. Company-wide features include:
- Double-trigger equity vesting upon change in control; no automatic single-trigger acceleration .
- Limited change-in-control severance benefits; no tax gross-ups .
- Executive bonuses and equity awards governed by plan terms; RSU time-based vesting and PSU performance schedules as above .
Performance & Track Record
Company performance context relevant to incentive payouts:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net sales ($MM) | $1,661.7 | $1,311.1 |
| Gross profit ($MM) | $658.2 | $435.9 |
| Gross margin (%) | 39.6% | 33.2% |
| Operating income ($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% |
No legal proceedings requiring disclosure involved current directors or executive officers per 2024 proxy; also notes independence and governance policies .
Investment Implications
- Pay-for-performance alignment: With 77% of annual bonus tied to Non-GAAP EPS and 18% to net sales, 2024 underperformance on these metrics likely limited cash payouts broadly and underscores a disciplined incentive design; Jin Zhao’s specific bonus is not disclosed but the plan-level payout math signals reduced awards across executives .
- Retention risk: Multi-year RSU vesting and PSU 3-year targets, combined with 2x salary ownership requirements and anti-hedging/pledging rules, point to strong retention and alignment mechanisms; lack of options reduces forced-exercise pressure .
- Trading signals: Anti-hedging/pledging policy and no disclosed pledging mitigate forced-selling risks; insider selling patterns for Jin Zhao are not provided in filings, limiting signal extraction .
- Change-of-control economics: Double-trigger vesting and absence of tax gross-ups are shareholder-friendly; lack of disclosed individual severance multiples for Jin Zhao constrains granular modeling .
Note: Jin Zhao is not a Named Executive Officer in the proxy; specific compensation amounts, grants, beneficial ownership, or severance terms for him are not disclosed in the cited filings. All program features and performance tables reflect company- and executive-program-level disclosures.