Deming Xiao
MONOLITHIC POWER SYSTEMSAbout Deming Xiao
Deming Xiao (age 62) is Executive Vice President, Global Operations at Monolithic Power Systems (MPS). He joined MPS in May 2001 after roles at Fairchild Imaging Sensors and Chartered Semiconductor; he holds a B.S. in Semiconductor Physics (Sichuan University) and an M.S.E.E. (Wayne State University) . Under MPS’s performance-centric model, 2024 revenue grew 21.2% to $2,207.1M while the analog industry declined ~2%; non-GAAP operating income reached $764.1M, and MPS cites a 1,200% cumulative TSR over the past decade, evidencing strong value creation context for executive pay programs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fairchild Imaging Sensors | Manager, Process Integration Engineering | ~1994–2000 (6 years) | Led process integration; core foundation for fabless process collaboration at MPS . |
| Chartered Semiconductor Manufacturing, Inc. | Engineering Account Manager | 2000–2001 | Customer-facing operations; sharpened foundry interface expertise . |
| Monolithic Power Systems (MPS) | Foundry Manager; SVP Operations; President of Asia Operations | Various; President of Asia Ops since Jan 2008 | Built scalable Asia manufacturing/testing footprint, enabling throughput and yield advantages . |
External Roles
Not disclosed .
Fixed Compensation
| Metric | FY 2024 | FY 2023 | FY 2022 |
|---|---|---|---|
| Base Salary ($) | 510,642 | 434,296 | 396,808 |
| Target Bonus % of Salary | 150% (reduced from 200% in 2024) | 200% | 200% |
| Actual Non-Equity Incentive ($) | 2,979,236 | 796,314 | 3,192,000 |
| Perquisites/All Other ($) | 1,035 (life insurance) | – | – |
Notes: In 2024, the Compensation Committee lowered target cash incentive opportunity to 150% of salary across NEOs, strengthening cost discipline while retaining performance leverage .
Performance Compensation
| Component | Metric | Target | Actual/Structure | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Short-term Cash | Non-GAAP Operating Income | $645.0M (2024 plan) | Actual $768.1M (2024) | 382.0% of target bonus earned (linear scale: 0% <80%, 100% at 100%, 400% ≥120%) | Cash, annual |
| 2024 PSUs (Target 8,193 shrs) | Revenue outperformance vs SIA analog 3-yr avg | 3%→50%; 5%→100%; 15%→300% of target | Earn-out scales linearly between points | Up to 300% of target shares: Xiao max revenue component 24,579 shrs | Cliff vest 12/31/2026, service required |
| 2024 PSUs – Environmental | 25% Scope 1+2 GHG reduction by 2026 vs 2022 baseline | 100% of target if achieved | Baseline 29,402 tCO2e | Xiao ESG max component 16,386 shrs (two EV revenue goals each 50% + GHG goal 100%) | Cliff vest 12/31/2026, service required |
| PSU Purchase Feature | $30 per share due at vest; waived if grant→end price increases ≥$30 | Applies to all 2024 PSUs | — | Aligns realized value with sustained stock appreciation | At vest |
| Dividend Equivalents | Cash equivalents on unvested full-value awards | Accrue during vesting | Paid only if shares vest; otherwise forfeited | — | At vest |
Additional equity program notes:
- 2023 PSUs: cliff vest on 12/31/2025 subject to performance .
- 2022 MSUs: cliff vest on 10/24/2025 upon market goal achievement; relative TSR deemed satisfied on change-in-control (CIC) at price target .
- 2021 PSUs: 50% vested Feb 2023; remaining vests quarterly through Feb 2025 (4-year total) .
Multi-Year Compensation Summary
| Year | Salary ($) | Stock Awards Grant-Date FV ($) | Non-Equity Incentive ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 510,642 | 5,050,493 (PSUs, Monte Carlo) | 2,979,236 | 8,541,406 |
| 2023 | 434,296 | 5,144,271 | 796,314 | 6,374,881 |
| 2022 | 396,808 | 5,539,193 | 3,192,000 | 9,128,001 |
Equity Ownership & Alignment
- Beneficial ownership: 185,450 shares (<1% of outstanding); includes 161,604 held by Xiao, 20,455 by spouse Julia Chu, and 3,391 in the Christopher Xiao Trust .
- Ownership guidelines: 2x base salary for NEOs converted to fixed share count; all NEOs met guidelines as of 12/31/2024 .
- Hedging/pledging: Hedging requires pre-approval; short sales prohibited; margin accounts and pledging prohibited for officers/directors .
- Vested/realized: 67,206 shares vested in 2024 for Xiao, realizing $45,372,904 including dividend equivalents and purchase prices per award terms .
- Unvested/Unearned awards (12/31/2024):
- 2021 PSUs: 2,172 shrs unvested; market value $1,308,630 (using $591.70 close) .
- 2022 MSUs: 135,520 shrs unearned; payout value reference $80,451,448 .
- 2023 PSUs: 57,170 shrs unearned; payout value reference $32,318,201 .
- 2024 PSUs: 24,579 shrs (max components shown); payout value reference $13,846,989 .
Insider trading plans and selling:
- Xiao terminated a Rule 10b5-1 plan on Aug 5, 2025 (originally through Feb 27, 2026) with intended sale capacity up to 160,000 shares; 39,999 shares sold under that plan before termination . This, combined with significant cliff-vesting in late 2025–2026, points to episodic supply risk around vest and plan windows.
Employment Terms
| Term | Details |
|---|---|
| Employment Start | Joined MPS May 2001; current EVP Global Operations; previously President of Asia Operations since Jan 2008 . |
| Agreement | Employment agreements originally dated Mar 10, 2008; amended Dec 16, 2008; further amended Mar 3, 2011 (Chengdu apartment LLC equity interest, fully vested and dissolved) . |
| Severance (no cause/good reason) | 6 months of base salary + target annual bonus + COBRA premiums; equity accelerates equal to shares that would vest over 6 months . |
| CIC + Termination (double-trigger) | 12 months of base salary + target annual bonus + COBRA; 100% acceleration of unvested equity; PSUs pro-rata vest to performance through CIC date; MSUs vest if CIC price exceeds targets; relative TSR deemed satisfied per grant agreements . |
| Non-solicit | One-year post-termination non-solicitation covenant (no disclosure of a non-compete) . |
| Clawback | Dodd-Frank Section 10D-compliant recoupment of incentive compensation upon restatement; applies regardless of misconduct; stock price and TSR included; limited impracticability exceptions . |
| Tax gross-ups | No new or modified executive tax gross-ups since 2008 . |
Additional Context on Pay-for-Performance
- 2024 program design: 100% of equity awards to NEOs were performance-based (revenue vs analog industry and environmental goals). Short-term incentives solely tied to non-GAAP operating income; max cash payout capped at 400% of target .
- 2025 PSU framework: Executive officers received a new grant design with two independent goals—three-year average revenue growth outperformance vs SIA analog industry (up to 300% of target) and three-year relative TSR vs PHLX Semiconductor Sector Index (up to 200% of target); vest Dec 31, 2027; aggregate max stock-based comp cost estimate $138.5M company-wide .
Investment Implications
- Alignment signal: Xiao’s 2024 pay is dominated by at-risk components (PSUs and cash tied to operating income), with strict three-year goals, purchase price features, dividend equivalents forfeiture on non-vest, clawbacks, and stock ownership requirements—strong alignment with value creation and TSR .
- Selling pressure watch: Cliff vest dates (10/24/2025 MSUs; 12/31/2025 PSUs; 12/31/2026 PSUs) plus termination of a sizable 10b5-1 plan after 39,999 shares sold indicate potential near-term supply; monitor new plan adoptions/modifications and vest-driven liquidity needs .
- Retention risk: Severance is modest vs peers (6-month cash/partial acceleration; 12-month double-trigger CIC), which discourages opportunistic exits but also reduces lock-in; very performance-heavy equity increases sensitivity to cycle/industry benchmarks (SIA analog, PHLX TSR) .
- ESG-linked incentives: Environmental targets (GHG reductions and EV revenue mix) add a second performance pillar; achieving these may coincide with secular EV adoption tailwinds, but failure reduces equity earn-out, tightening realized pay .
- Governance/controls: Prohibitions on pledging/shorts/margin, robust insider trading compliance and clawbacks reduce misalignment/hedging risks; beneficial ownership suggests meaningful skin-in-the-game with additional family holdings .
Overall, Xiao’s compensation architecture and ownership indicate high pay-for-performance exposure with identifiable vest/plan windows that can drive tactical trading signals, while severance/CIC mechanics are conservative and double-trigger, tempering change-of-control incentives .