Warren Chen
DIODES INC /DEL/About Warren Chen
Warren Chen, age 75, is an Independent Director of Diodes Incorporated (DIOD) serving since 2020. He chairs the Risk Oversight Committee and is a member of the Compensation Committee and the Governance and Stockholder Relations Committee. He previously served as a board member of Lite-On Technology Corp. from 2002 to 2022 and as its Vice Chairman and Group CEO from 2014 to July 31, 2020; he holds a bachelor’s degree in Chemical Engineering from Chinese Culture University and brings ~45 years of electronics and global supply chain management experience. The Board waived its age-75 re-election guideline to allow Mr. Chen to stand for re-election in 2025; Mr. Chen is not related to Ms. Angie Chen Button.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lite-On Technology Corp. | Board Member | 2002–2022 | Provided perspective on future trends and challenges in the semiconductor industry |
| Lite-On Technology Corp. | Vice Chairman & Group CEO | 2014–2020 (stepped down July 31, 2020) | Senior leadership across global operations |
| Taiwan Lite-On Electronics Inc. | President | 1992–2000 | Operational leadership |
| Lite-On Inc. | Senior Vice President | Dates not specified | Management responsibilities |
| Compound Semi, Inc. (CA) | Production Manager | Dates not specified | Manufacturing operations |
| TI Taiwan | Manufacturing Superintendent | 1975–1983 | Semiconductor manufacturing |
External Roles
| Organization | Role | Tenure | Interlocks / Transactions |
|---|---|---|---|
| Nuvoton Technology Corp. | Director | Current (as of proxy) | DIOD purchased silicon wafers totaling $7.1M (2024) and $10.5M (2023); DIOD has an agreement to purchase ~$9.4M of wafers through Q2 2027 |
Board Governance
- Committee assignments (current composition): Chair, Risk Oversight; Member, Compensation; Member, Governance and Stockholder Relations. The Board determined each member of these committees is independent under Nasdaq rules; all committee charters are posted on the Company’s website.
- Independence: Mr. Chen is identified as an independent director; overall, five of seven director nominees are independent.
- Attendance: In 2024, all current directors attended at least 75% of the Board and applicable committee meetings; Board held 7 meetings; Risk Oversight 5; Compensation 3 (plus 2 actions by written consent); Governance 4.
- Director resignation policy: Majority voting in uncontested elections requires directors failing to receive a majority of votes cast to tender a resignation, with Board decision disclosed via Form 8-K.
- Age guideline: The Board waived the age-75 re-election guideline for Mr. Chen (and Mr. Feiger) for 2025.
Fixed Compensation
| Year | Quarterly Base Retainer ($) | Additional Quarterly Retainer ($) | Role-based Adders | Cash Fees ($) | Source |
|---|---|---|---|---|---|
| 2024 | 22,500 | 5,000 | Chair, Risk Oversight Committee | 110,000 | |
| 2024 Structure Detail | — | — | Lead Director, Chairs of Audit/Governance/Compensation: +10,000 quarterly; Risk Chair: +5,000 quarterly; Audit member: +2,500 quarterly | — |
Performance Compensation
| Grant Date | Instrument | Shares (#) | Grant-Date Price ($) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| May 26, 2024 | RSUs | 3,000 | 72.85 | 218,550 | Vests in 4 equal annual installments starting first anniversary |
Outstanding director RSUs as of December 31, 2024:
| Name | RSUs (#) |
|---|---|
| Warren Chen | 7,140 |
Notes: Director RSU awards are time-based and do not include performance conditions; the Board may modify director compensation arrangements in the future.
Other Directorships & Interlocks
| Entity | Relationship | Transaction Details | Governance Implication |
|---|---|---|---|
| Nuvoton Technology Corp. | Mr. Chen serves as director | DIOD wafer purchases: $7.1M (2024), $10.5M (2023); purchase agreement of ~$9.4M through Q2 2027 | Related-party supplier exposure; disclosed in proxy and 10-K risk factors |
Compensation Committee Interlocks & Insider Participation: In 2024, the Compensation Committee comprised Angie Chen Button (Chair), Warren Chen, and Christina Wen-Chi Sung; no executive officer served on another entity’s compensation committee whose executives served on DIOD’s Compensation Committee or Board.
Expertise & Qualifications
- ~45 years management in electronics and global supply chain; prior senior roles at Lite-On and manufacturing leadership at TI Taiwan.
- Chemical Engineering degree (Chinese Culture University).
- Board-level risk oversight expertise via chairing DIOD’s Risk Oversight Committee.
- Not related to Lead Independent Director Angie Chen Button.
Equity Ownership
| Holder | Common Stock Underlying Options/RSUs (within 60 days) | Common Stock | Beneficial Ownership (Shares) | % of Class |
|---|---|---|---|---|
| Warren Chen | — | — | — | * (less than 1%) |
- Footnote: In 2024, Mr. Chen transferred ownership of shares to a family member.
- Anti-hedging and anti-pledging: Directors are prohibited from hedging, pledging, short-selling, or similar transactions; Company indicates no current hedges or pledges by directors.
- Stock ownership guidelines (Directors): Required to acquire and maintain shares equal to 3× annual retainer within five years; all directors are currently or expected to be in compliance within timeframe.
Governance Assessment
- Board effectiveness and engagement: Mr. Chen chairs Risk Oversight and serves on Compensation/Governance committees; the Board and committees met regularly in 2024, with all directors meeting at least 75% attendance, supporting effective oversight.
- Independence and governance policies: Mr. Chen is an independent director; DIOD maintains stringent policies (majority voting resignation policy, anti-hedging/anti-pledging), and committee charters are publicly available.
- Compensation governance quality: Compensation Committee engages an independent consultant (Compensation Advisory Partners), with explicit conflict-of-interest analysis concluding no conflicts; peer benchmarking refreshed in 2022.
- Ownership alignment: Mr. Chen’s 2024 director compensation mix was cash $110,000 and RSUs $218,550 (3,000 RSUs), with 7,140 outstanding RSUs; beneficial ownership shows no common shares within 60 days of record date, which reduces immediate “skin-in-the-game” but RSU holdings and policy guidelines partially offset.
- Shareholder support signals: 2024 say-on-pay received 41,191,154 votes for vs. 961,119 against (strong approval), and Mr. Chen received 41,260,656 votes for vs. 927,102 withheld.
RED FLAGS
- Related-party exposure: DIOD has a strategic wafer supply relationship with Nuvoton while Mr. Chen serves on Nuvoton’s board; purchases were $7.1M (2024) and $10.5M (2023), with a ~$9.4M commitment through Q2 2027. This represents a continuing interlock requiring careful oversight and mitigation.
- Succession/tenure risk: Board waived the age-75 guideline for Mr. Chen in 2025; prolonged waiver could indicate limited refreshment depending on future board actions.
- Ownership alignment: No beneficial common stock recorded within 60 days of record date and a 2024 share transfer to a family member; monitor for guideline compliance and RSU vesting trajectory.
Director Compensation (2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 110,000 |
| RSUs (grant-date fair value) | 218,550 |
| Total | 328,550 |
Other Notes
- Director RSUs vest in four equal annual installments and are time-based (no performance metrics applied to director equity awards).
- Communications with directors and committee chairs available via Corporate Secretary; executive sessions are led by the Lead Independent Director.