Robert Feiger
DIODES INC /DEL/About Robert E. Feiger
Robert E. Feiger (age 76) is an independent director of Diodes Incorporated, elected in 2024, and serves on the Audit Committee and the Governance & Stockholder Relations Committee. He is Senior Partner at Friedman & Feiger, LLP and previously served as Staff Attorney in the SEC’s Division of Enforcement (Special Proceedings) and Assistant General Counsel at Betz Laboratories. He holds a B.S.B.A. from Washington University in St. Louis and a J.D. and LL.M. in Taxation from SMU Dedman School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Friedman & Feiger, LLP (Dallas) | Senior Partner | Not disclosed | Corporate transactions, structuring, M&A, tax planning |
| U.S. Securities & Exchange Commission | Staff Attorney, Division of Enforcement (Special Proceedings) | Not disclosed | Enforcement/legal proceedings expertise |
| Betz Laboratories, Inc. (public company) | Assistant General Counsel | Not disclosed | Corporate legal counsel experience |
External Roles
| Organization | Capacity | Notes |
|---|---|---|
| National Association of Estate Planners & Councils | Accredited Estate Planner | Professional designation |
| Dallas Estate Planning Council | Member | Ongoing governance/estate expertise |
| The Dallas Foundation | Advisory Council (former) | Community/charitable oversight |
| State Bar of Texas (Tax Section), Dallas Bar Association | Member | Legal professional memberships |
Board Governance
- Committees: Audit Committee (member), Governance & Stockholder Relations Committee (member) .
- Independence: Board determined Feiger to be independent under Nasdaq and SEC rules; independence review considered his law firm’s prior engagements with the Company and CEO, with pre-approval safeguards in place .
- Attendance and engagement: All directors attended at least 75% of Board/committee meetings in 2024; Board encourages annual meeting attendance (directors attended in 2024) .
- 2024 meetings held:
Body Meetings Actions by Written Consent Board 7 2 Audit Committee 7 — Compensation Committee 3 2 Governance & Stockholder Relations 4 — Risk Oversight Committee 5 — - Lead Independent Director: Angie Chen Button, with defined responsibilities for executive sessions, agenda setting, and performance evaluation .
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 58,226 | Partial year service began May 29, 2024 |
| Retainer Structure | — | Quarterly director retainer: $22,500; additional quarterly retainer for Lead Director/Audit/Governance/Compensation Chairs: $10,000; Risk Chair: $5,000; Audit Committee member fee: $2,500 per quarter |
Performance Compensation
| Grant Date | Instrument | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| May 26, 2024 | RSUs (director grant) | 3,000 | 218,550 (3,000 × $72.85 close) | Four equal annual installments starting first anniversary |
| May 13, 2025 | RSUs (director grant) | 3,000 | — | Confirmed on Form 4; time-based vesting (no performance conditions) |
No director performance metrics (TSR/ESG/financial) are tied to director equity; grants are time-based RSUs with four-year ratable vesting .
Other Directorships & Interlocks
- Public company boards: None disclosed for Feiger in current or past five years; his bio lists legal roles and professional memberships only .
- Interlocks/related affiliations:
- Feiger’s law firm previously represented the Company (2007–March 2020) and provided legal services to CEO Dr. Lu on matters unrelated to Company service; while on the Board, Feiger and his firm agreed not to provide services to the Company, its directors, or employees without prior written Board approval to preserve independence .
Expertise & Qualifications
- Legal/compliance: Former SEC Enforcement Staff Attorney; corporate governance, M&A, and tax planning expertise .
- Finance/tax: LL.M. in Taxation; member of Tax Section of State Bar of Texas .
- Board-relevant skills: Audit Committee competency; governance process and shareholder communication experience via the Governance & Stockholder Relations Committee .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Beneficial ownership (common) | 200 shares | Sole voting/investment power; <1% |
| RSUs outstanding (12/31/2024) | 3,000 | Director RSUs vest ratably over four years |
| Shares outstanding (record date) | 46,461,002 | For % ownership context |
| Ownership guidelines (directors) | 3× annual retainer; 5-year compliance window | All directors currently or expected to comply per policy |
| Hedging/pledging | Prohibited; none known among directors/officers | Policy enforced via Insider Trading Policy |
Insider Trades
| Date | Form | Transaction | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| May 30, 2024 | Form 3 | Initial beneficial ownership | — | — | — | |
| June 3, 2024 | Form 4 | RSUs granted under Rule 16b-3 (A) | 3,000 | $0.00 | 3,000 (D) | |
| May 13–15, 2025 | Form 4 | RSUs granted (A) | 3,000 | $0.00 | 6,000 (D) |
Governance Assessment
-
Strengths
- Independent director with deep legal and tax expertise, augmenting Audit and Governance committee effectiveness .
- Clear conflict mitigation: formal pre-approval requirement for any future legal work by Feiger or his firm during board service to preserve independence .
- Strong shareholder support: 2025 election results show 40,631,652.52 votes “For” vs 474,331 “Withhold” for Feiger, indicating high investor confidence; say-on-pay approval in 2024 was ~98% for NEO compensation, signaling constructive shareholder engagement overall .
- Attendance: Board reported at least 75% meeting attendance for all directors in 2024; robust committee cadence (7 Audit, 4 Governance) .
- Alignment features: Director stock ownership policy (3× retainer), anti-hedging/anti-pledging policies, and time-based equity to promote long-term alignment .
-
Potential red flags and monitoring items
- Prior legal representation of CEO and Company by Feiger’s firm constitutes a related-party nexus; mitigated via Board pre-approval requirement but warrants ongoing monitoring for independence perceptions .
- DIOD has broader related-party exposures (e.g., Nuvoton director interlock via Warren Chen, and Keylink JV transactions) that are not specific to Feiger but form context for board oversight rigor .
- No disclosed performance conditions on director equity (RSUs are time-based), which is standard but provides less performance linkage than PSUs used for executives .
Notes and Additional Signals
- Committee composition and expertise: Audit Committee chaired by an SEC-designated “financial expert” (Elizabeth Bull), with Feiger contributing legal and governance skills; the committee met 7 times in 2024 .
- Board age-waiver policy: Feiger (and Warren Chen) obtained up to five-year waivers to stand for re-election after attaining age 75, indicating continuity priorities balanced with refreshment policy .
- Director compensation transparency: 2024 director grant standardized at 3,000 RSUs with four-year vesting; cash fees reflect retainer and committee roles; Feiger’s partial-year cash fees ($58,226) are consistent with service commencement in late May .
Appendix: Director Compensation Summary (Feiger)
| Metric | 2024 |
|---|---|
| Fees earned or paid in cash ($) | 58,226 |
| RSUs ($, grant-date fair value) | 218,550 |
| Total ($) | 276,776 |
| RSUs granted (shares) | 3,000; grant date May 26, 2024; price $72.85 |
| RSU vesting | Four equal annual installments |
| Additional 2025 RSUs (shares) | 3,000 (Form 4 filed May 15, 2025) |
Appendix: Election Vote Detail (2025)
- Robert E. Feiger: For 40,631,652.52; Withhold 474,331.00; Broker non-votes 2,177,124.48 .