0001209191-21-009192.txt : 20210210 0001209191-21-009192.hdr.sgml : 20210210 20210210155044 ACCESSION NUMBER: 0001209191-21-009192 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210208 FILED AS OF DATE: 20210210 DATE AS OF CHANGE: 20210210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Holland Julie CENTRAL INDEX KEY: 0001436690 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 002-25577 FILM NUMBER: 21613599 MAIL ADDRESS: STREET 1: 15660 DALLAS PARKWAY STREET 2: SUITE 850 CITY: DALLAS STATE: TX ZIP: 75248 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DIODES INC /DEL/ CENTRAL INDEX KEY: 0000029002 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 952039518 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4949 HEDGCOXE ROAD STREET 2: SUITE 200 CITY: PLANO STATE: TX ZIP: 75024 BUSINESS PHONE: 972-987-3900 MAIL ADDRESS: STREET 1: 4949 HEDGCOXE ROAD STREET 2: SUITE 200 CITY: PLANO STATE: TX ZIP: 75024 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-02-08 0 0000029002 DIODES INC /DEL/ DIOD 0001436690 Holland Julie 4949 HEDGCOXE ROAD SUITE 200 PLANO TX 75024 0 1 0 0 SVP, Corporate Operations Diodes Incorporated Common Stock 2021-02-08 4 A 0 9200 0.00 A 82656 D Diodes Incorporated Common Stock - Performance Stock Units 2021-02-08 4 A 0 9200 0.00 A 54500 D Restricted stock units vest in four equal installments beginning 02/24/2022. Granted under Rule 16b-3 Plan. Each PSU represents a contingent right granted under the companys 2013 Equity Incentive Plan, a Rule 16b-3 Plan, to receive 1 share of Diodes Incorporated Common Stock. The PSUs vest in February 2024 upon the achievement of the 3-year financial performance measure of cumulative non-GAAP operating income for 2021 through 2023 of $535.9 million (Target Performance). This number represents the target number of PSUs (Target Award) that will vest if the Target Performance is achieved. There is a threshold that provides for payment of 50% of the Target Award upon 60% achievement of the Target Performance and a maximum that provides for payment of 200% of the Target Award upon 140% achievement of the Target Performances. Between 60% and 100% and between 100% and 140% achievement of Target Performance, the Target Award will be decreased or increased on a pro rata basis, with no payout below 60% achievement and payout limited to 200% of the Target Award if the Target Performance exceeds 140%. Exhibit List Exhibit 24 - Substitute Power of Attorney Brett R. Whitmire as Power of Attorney for Julie Holland 2021-02-10 EX-24 2 attachment1.htm EX-24 DOCUMENT

SUBSTITUTE POWER OF ATTORNEY

      Under terms of various powers of attorney ("POAs"), the undersigned,
RICHARD D. WHITE, was appointed attorney-in-fact for certain officers and
directors ("D&Os") of Diodes Incorporated ("Diodes") to act in connection with
execution, delivery, and filing of all such documents and things, including,
without limitation, reports and filings with the United States Securities and
Exchange Commission, Internal Revenue Service, and Nasdaq Stock Exchange, as may
be required to be executed, delivered, and filed by such D&Os in connection with
the beneficial ownership by such D&Os of securities of Diodes.

      In accordance with the authority granted under the POAs, including the
power of substitution, the undersigned hereby appoints BRETT R. WHITMIRE, of
5324 Seascape Lane, Plano, TX 75093, as substitute attorneys-in-fact, on behalf
of the D&Os, with full power of substitution, to exercise and execute all of the
powers granted or conferred in the original POAs. By his signature as attorney-
in-fact to this Substitute Power of Attorney, BRETT R. WHITMIRE accepts such
appointment and agrees to assume from the undersigned any and all duties and
responsibilities attendant to his capacity as attorney-in-fact.

Executed on December 4, 2020



By: /s/Richard D. White
Richard D. White, Attorney-in-Fact



I ACCEPT THIS APPOINTMENT AND SUBSTITUTION:



By: /s/Brett R. Whitmire
Brett R. Whitmire