Richard White
DIODES INC /DEL/About Richard White
Richard D. White serves as Corporate Secretary and Special Assistant to the Chief Executive Officer at Diodes Incorporated; he was appointed to this role in February 2019 and is listed as an executive officer as of the 2025 proxy, age 77 . He previously served as Diodes’ Chief Financial Officer and Corporate Secretary beginning in 2009, after serving as Senior Vice President, Finance from 2006 to 2009 . White is a licensed CPA with a Bachelor’s degree in Electrical Engineering from Oklahoma State University and an MBA from the University of Michigan . Company operating context during the recent period: net sales declined 16.9% in 2023 and 21.1% in 2024, and operating income fell from $250.6M in 2023 to $50.4M in 2024; 2022 saw 10.8% net sales growth and $408.2M income from operations .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Diodes Incorporated | Corporate Secretary & Special Assistant to CEO | Feb 2019–present | Corporate governance, executive support; signatory on corporate agreements |
| Diodes Incorporated | Chief Financial Officer & Corporate Secretary | 2009–2019 | Led finance through growth and acquisitions; overseen capital allocation and reporting |
| Diodes Incorporated | Senior Vice President, Finance | 2006–2009 | Built finance function pre-CFO; supported operational scaling |
| Texas Instruments | Vice President of Finance & Production Planning (MOS memory); Controller, Asia Pacific (Singapore); various finance roles (U.S., France, Germany) | ~25 years | Global finance leadership, manufacturing planning, regional control |
| Optisoft, Inc. | Chief Financial Officer | 1999–2005 | Corporate finance leadership at technology firm |
| Tatum, LLC | Partner | 2005–2006 | Executive advisory/finance leadership assignments |
External Roles
No public-company board memberships or external directorships for Richard White are disclosed in the reviewed DIOD proxy statements’ executive officer biographies .
Fixed Compensation
Richard White is not listed among the Named Executive Officers (NEOs) in the 2023–2025 proxy statements; accordingly, his base salary, bonus targets, and Summary Compensation Table (SCT) details are not disclosed (NEOs for 2024: CEO, CFO, President, SVP Discrete, SVP Sales & Marketing; similar for 2023) .
Performance Compensation
Diodes’ executive annual incentive plan (AIP) design for 2023–2024 emphasizes profitability and growth. While White’s specific incentive outcomes are not disclosed (not an NEO), the company-wide AIP framework and long-term incentive design for executive officers are:
- Annual incentive metrics and weights (unchanged for 2023–2024): Non-GAAP diluted EPS 77%, Net sales 18%, CSER 5%, with 20% strategic objectives; CEO target set to 100% of salary for 2024, non-CEO executives 65% .
- 2023 attainment/payout examples: Net sales 84% attainment, 61% payout to target; CSER 120% attainment, 200% payout; strategic objectives achieved with 85% payout; Non-GAAP EPS 73% attainment (payout not shown in table excerpt) .
- Long-term incentives: 50% PSUs tied to 3-year cumulative operating income (e.g., 2023–2025 and 2024–2026 cycles), 50% RSUs vesting 25% annually over 4 years; PSU payouts range 0–200% based on absolute 3-year goals .
| Metric | 2022 Target | 2022 Actual | 2023 Target | 2023 Actual | 2023 Payout to Target |
|---|---|---|---|---|---|
| Net sales (millions) | $1,900.0 | $2,000.6 | $1,971.0 | $1,661.7 | 61% |
| Non-GAAP diluted EPS | $5.74 | $7.36 | $6.55 | $4.81 | — (not shown) |
| CSER score | 7 | 8 | 7 | 5 | 200% |
| Strategic objectives | n/a | Achieved | n/a | Achieved | 85% |
Equity Ownership & Alignment
| Policy/Item | Detail |
|---|---|
| Anti-hedging | Executives and directors prohibited from hedging/monetization transactions; no executive officers or directors currently party to hedges (to the best of Company’s knowledge) . |
| Anti-pledging | Executives and directors prohibited from pledging Company securities or buying on margin; none currently party to any pledge (to the best of Company’s knowledge) . |
| Executive stock ownership guidelines | CEO: 6x base salary; Board-appointed executives/SVPs/VPs: 2x base salary; compliance expected or in progress within prescribed timelines . |
| Stock retention (options) | Must retain 33% of net shares from option exercises until the earlier of 1 year post-exercise or separation; applies to options only . |
| Clawback | Incentive plans include clawback provisions per “best practices” disclosures . |
| Group beneficial ownership | All directors, nominees and executive officers as a group held ~2.3% (2024) and ~2.2% (2023) of outstanding shares . |
No individual beneficial ownership breakdown for Richard White was disclosed in the reviewed Security Ownership tables; White was noted in a Delinquent Section 16(a) report for one untimely Form 4 in 2024 .
Employment Terms
| Topic | Terms/Status |
|---|---|
| Change-in-control vesting | Company states “double-trigger” equity vesting upon a change in control; no single-trigger acceleration of equity or other benefits . |
| Excise tax gross-ups | Company does not provide excise tax gross-ups upon change in control . |
| Severance multiples | Specific severance/change-in-control cash multiples for Richard White are not disclosed in the reviewed proxies (SCT and CIC tables focus on NEOs) . |
| Insider trading windows | Defined quarterly blackout periods and post-earnings trading windows for compliance with ownership requirements . |
Performance & Company Context During Recent Period
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net sales | $2.0B, +10.8% YoY | $1.7B, −16.9% YoY | $1.3B, −21.1% YoY |
| Gross profit | $827.2M | $658.2M | $435.9M |
| Operating income | $408.2M | $250.6M | $50.4M |
| Net income (diluted EPS) | $331.3M ($7.20) | $227.2M ($4.91) | $44.0M ($0.95) |
| Cash from operations | $392.5M | $280.9M | $119.4M |
Compensation Committee, Peer Group, and Say-on-Pay
- Independent consultant: CP engaged in 2020 and 2022; Compensation Committee found no conflicts of interest; prior consultant Pearl Meyer (2016) .
- Peer group examples (updated in 2022 review): Alpha & Omega Semiconductor, Cirrus Logic, Coherent, Infinera, Littelfuse, Marvell, MaxLinear, Microchip, MKS Instruments, Monolithic Power Systems, Qorvo, Semtech, Silicon Labs, Skyworks, Synaptics, Vishay, Wolfspeed; median revenue ~$2.2B vs Diodes’ $1.3B in 2024 .
| Say-on-Pay Approval | 2022 meeting | 2023 meeting | 2024 meeting |
|---|---|---|---|
| Approval % | ~99% (for 2021 compensation) | ~98% (for 2022 compensation) | ~98% (for 2023 compensation) |
Risk Indicators & Red Flags
- Delinquent Section 16(a) filing: one untimely Form 4 for Richard White in 2024, indicating a minor compliance lapse in insider reporting .
- Strong alignment policies reduce hedging/pledging risk; company states no current hedging or pledging by executives/directors .
- Age and succession: White is 77 as of the 2025 proxy; continued retention and knowledge transfer are relevant considerations .
Investment Implications
- Alignment: Robust anti-hedging/anti-pledging and stock ownership/retention policies support long-term alignment; clawback mechanisms add discipline .
- Incentive design: AIP and PSU frameworks tie pay to profitability (EPS, operating income) and sales, emphasizing absolute multi-year goals; in a downcycle (2023–2024), payouts adjust down, reducing windfall risk .
- Retention risk: White’s seniority and unique institutional knowledge are positives; however, limited personal compensation disclosure (not an NEO) and age increase succession/transition risk considerations .
- Trading signals: No hedging/pledging reported and only one delinquent Form 4 suggests low immediate insider-selling pressure, though lack of detailed Form 4 trend data for White constrains conclusions; monitor future filings .