DEF 14A of Diodes Inc /Del/, Apr 1, 2026

DEF 14A of Diodes Inc /Del/

Filed Apr 1, 2026 · FY20250001193125-26-138028

Open on EDGAR

  1. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The following table sets forth the compensation of each director, who is not a NEO, for service in 2025:

  2. COMPENSATION OF DIRECTORS

    | Name (a) | Fees Earned or Paid in Cash ($)(1) (b) | RSUs ($) (2) (3) (c) | Total ($) (h) | | Angie Chen Button | 130,000 | 145,650 | 275,650 | | Elizabeth Bull | 130,000 | 145,650 | 275,650 | | Warren Chen | 110,000 | 145,650 | 255,650 | | Robert E. Feiger | 100,000 | 145,650 | 245,650 | | Huey-Jen (Jenny) Su (4) | 70,425 | 145,650 | 216,075 | | Christina Wen-Chi Sung (5) | 36,781 | — | 36,781 |

  3. COMPENSATION OF DIRECTORS

    (1) See below for the details of cash retainers paid to non-employee directors. (2) These amounts reflect the value determined by the Company for financial accounting purposes for these awards and do not reflect whether each director has actually realized a financial benefit from the awards. The value of the equity awards in column (c) is based on the grant date fair value calculated in accordance with the amount recognized for financial statement reporting purposes. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Amounts reported for RSUs are calculated by multiplying the number of shares subject to the award by the closing price of the Company’s Common Stock on the grant date. See Note 14, Share-Based Compensation, to the Company’s audited financial statements for the fiscal year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 10, 2026, for a further discussion of the relevant valuation assumptions used in calculating grant date fair value. All equity awards vest in four equal annual installments. (3) Under the Company’s 2025 director compensation arrangements, on May 13, 2025, each non-employee director listed in the table above, other than Ms. Sung, was granted an award under the 2022 Equity Incentive Plan of 3,000 RSUs. The per-share closing price of our Common Stock on May 13, 2025 was $48.55. (4) Ms. Su's service as a director did not commence until February 3, 2025. (5) Ms. Sung's service as a director ceased on May 13, 2025. The following table shows the aggregate number of shares underlying outstanding RSUs held by non-employee directors as of December 31, 2025:

  4. COMPENSATION OF DIRECTORS

    | Name | RSUs (#) | | Angie Chen Button | 7,380 | | Elizabeth Bull | 6,750 | | Warren Chen | 7,380 | | Robert E. Feiger | 5,250 | | Huey-Jen (Jenny) Su | 3,000 |

  5. COMPENSATION OF DIRECTORS

    The Board may in its discretion modify such director compensation arrangements in the future. For additional information see, “Certain Relationships and Related Person Transactions – Relationships and Transactions.” The table below sets for the cash retainer amounts for non-employee directors for service rendered:

  6. COMPENSATION OF DIRECTORS

    | | 2025 | 2026 | | Quarterly retainer: | $22,500 | $22,500 | | Additional quarterly retainer: | | | | Lead Director, Chairs of Audit, Governance, and Compensation Committees | 10,000 | 10,000 | | Chair of Risk Committee | 5,000 | 5,000 | | Member of the Audit Committee (chair not included) | 2,500 | 2,500 |

  7. Factors Considered in Making Compensation Decisions

    Factors Considered in Making Compensation Decisions Our compensation strategy is flexible and enables us to appropriately differentiate and reward executives by taking into account: • Company financial and operational performance; • The executive's individual performance, experience, and qualifications; • The scope of the executive's role; • The level of total compensation for our other executives; and • Competitive market data which helps us evaluate how our executive pay levels compare to that being offered to individuals with comparable roles in semiconductor companies with which we compete for talent. For additional information regarding elements of compensation, please refer to the graphs below in the section entitled “Principal Components of Compensation." To evaluate projected compensation levels, in April 2025, the Compensation Committee retained Pay Governance LLC (“PG”). PG advised the Compensation Committee as to the composition of the 2025 Peer Group ("2025 Peer Group") and other than eliminating Infinera Corporation (acquired by Nokia Corporation), the 2025 Peer Group remained unchanged from the 2022 Peer Group. PG compared our 2026 projected executive target compensation to that of our 2025 Peer Group. PG reported directly to the Compensation Committee. The individuals at PG who provided the compensation consulting services to the Compensation Committee have provided no other services to the Company or its subsidiaries. In the December 2025 comparison, PG reviewed the compensation elements and market practices impacting the top executive positions at the Company. The scope of the review focused on the base salary plus target annual and target long-term incentive compensation levels of the top executive positions. The report relied on the compensation practices of our 2025 Peer Group. For a description of the 2025 Peer Group, see “Compensation Review Process – Selection of Peer Group” below. The review summarized the executives’ overall percentile alignment for the Company's executives compared to the final blended market data, with target compensation being the primary focus of the study percentile value and derived from base salary, target total cash, 2025 target long-term incentives and total direct compensation at target total cash. The relative pay rank for our CEO and other executives by type of compensation are detailed in the following chart:

  8. Annual (Bonus) Incentive Plan

    Annual (Bonus) Incentive Plan Annual incentives reward both the achievement of short-term financial goals, as well as the execution of activities to advance our strategic priorities, which support near-term financial performance and long-term strategic objectives. Our annual bonus plan for 2024 and 2025 was simple, formulaic, and responsive to investor feedback: This table illustrates the structure of the plan for 2024 and 2025:

  9. Annual (Bonus) Incentive Plan

    | Annual Incentives – Plan Structure (2024 and 2025) | | | | Weighting | Performance Objectives | Metrics | | 80% | Financial Metrics | Non-GAAP Earnings Per Share (EPS), Net Sales and CSER | | 20% | Strategic Priorities | Examples of 2025 strategic initiatives include, but are not limited to: • Driving new products that will increase the Company's revenue and continue to advance the technologies the Company provides its customers • Improving the product mix of the Company's product portfolio through increases in the automotive, industrial, and high-end computing businesses at a higher growth rate than Diodes overall • Driving market share gains, qualifying technologies, and products internally that allow the Company to increase internal factory loadings |

  10. Annual (Bonus) Incentive Plan

    Both the financial metrics and the strategic priorities are set at the beginning of the year and on an absolute basis. The schedule below sets forth the annual incentives to be paid as a percentage of target. Performance below or above target will result in an award ranging from 0% to a maximum of 200% of target.

  11. Annual (Bonus) Incentive Plan

    | Annual Incentives – Financial and Strategic Performance & Payout Ranges | | | Performance Level | Range of Payout* | | Below 80% of Target | 0% payout | | From 80% to 100% of Target | 50% to 100% payout | | From 100% to 120% of Target | 100% to 200% payout | | Above 120% of Target | 200% payout (capped) |

  12. Annual (Bonus) Incentive Plan

    *Performance between 80% and 100% of Target and between 100% and 120% of Target is interpolated between the end points identified above. The Compensation Committee chose to use Non-GAAP EPS and net sales as the primary measures for 2024 and 2025 to keep our NEOs focused on profitability and profitable growth. The Compensation Committee determined these measures to be appropriate since they are measures used by our peers in evaluating performance and are commonly used by stakeholders in the evaluation of company performance. The Compensation Committee has weighted CSER to the financial metrics at a 5% weighting, and established an internal committee to improve the Company's focus on its ongoing environmental, social and governance activities. Achieving goals in all of these areas is critical to driving short-term results that have long-term impact on value creation. The strategic initiatives will be evaluated based upon demonstrated performance against the specific pre-determined targets. The following table sets forth the financial performance targets and strategic objectives for 2025 and 2024, established by the Compensation Committee and the results achieved by the Company. The lower targets for 2025, when compared to 2024, are reflective of the deterioration of the worldwide semiconductor market resulting in reduced guidance to investors as well as reduced compensation targets.

  13. Annual (Bonus) Incentive Plan

    | | 2024 | | | Performance | 2025 | | | Performance | | Objective | Weight | Target | Actual | vs. Target | Weight | Target | Actual | vs. Target | | Financial objectives (80% of award) | | | | | | | | | | Net sales (millions) | 18% | $1,500.0 | $1,311.1 | Not Met | 18% | $1,348.5 | $1,482.1 | Exceeded | | Non-Gaap diluted earnings per share | 77% | $3.40 | $1.31 | Not Met | 77% | $1.34 | $1.22 | Not Met | | CSER (1) | 5% | 7 | 5 | Exceeded | 5% | 7 | 2 | Exceeded | | Strategic objectives (20% of award) | | | | | | | | | | 2025 | | | | | | | | | | Driving additional new products that will increase our net sales and continue to advance the technologies provided to our customers. | | | | | | | | Achieved (2) | | Improving the mix of our product portfolio by increasing the automotive, industrial, and high-end computing business at a faster rate than Diodes overall. | | | | | | | | Achieved (3) | | Driving market share gains. | | | | | | | | Achieved (4) | | 2024 | | | | | | | | | | Meeting and exceeding the 2024 Annual Plan while maintaining momentum during the worldwide economic and supply chain issues towards the Company’s goals for 2025. | | | | | | | | Not met (5) | | Expanding and improving the Company’s focus on environmental, social, and governance related activities and reporting. | | | | | | | | Achieved (6) | | Ramping up Diodes product production in the Company’s newer wafer fabrication facility in South Portland, Maine as non-Diodes product production winds down. | | | | | | | | Achieved (7) | | Reducing the Company’s dependence upon its assembly test facilities in China. | | | | | | | | Achieved (8) |

  14. Annual (Bonus) Incentive Plan

    The Company combines the social and environmental scores provided by Institutional Shareholder Services as a CSER measurement. Lower scores are superior. (2) The Company released new products that increased net sales in 2025. (3) Revenue for automotive, computing, and industrial, combined, grew faster in 2025 than Diodes revenue. (4) The Company gained market share in 2025 for Analog and Discrete products. (5) The Company's management did not meet or exceed the 2024 Annual Plan. (6) The Company has expanded its focus on ESG. (7) The Company continues to replace non-Diodes products with Diodes products at SPFAB. (8) The Company has reduced and continues to reduce its dependence on it's China assembly and test facilities. The following payout percentages, as a percent of target opportunity, for 2025 were calculated based upon the weight of each performance objective for 2025 and the results set forth above:

  15. Annual (Bonus) Incentive Plan

    | Performance Objective | % Attained to Target | % Payout to Target | Weight | | Financial objective | | | | | Net sales | 110 | 150 | 14% | | Non-GAAP earnings per share | 91 | 78 | 62% | | CSER | 120 | 200 | 4% | | Strategic objectives | — | 88 | 20% |

  16. Annual (Bonus) Incentive Plan

    For fiscal 2024 and 2025, each financial objective (i.e., net sales, Non-GAAP diluted earnings per share and CSER) was established after consideration by the Compensation Committee to ensure that the performance targets establish challenging goals and thereby align the interests of our executives with the interests of our stockholders. In late 2024, the Compensation Committee reviewed the design of our annual incentive plan for 2025. For 2025, the Compensation Committee set the bonus target for the CEO and President at 85% of annual salary, and the bonus target for all other executives at 70% of salary. No changes were made to the financial objectives, the strategic objectives, or the relative weight of the financial objectives as compared to the strategic objectives. The weighting of the Non-GAAP diluted earnings per share financial metric will continue to be 77% to emphasize profitability, the weighting of net sales will be 18%, and CSER will be 5%. The Compensation Committee feels these measures reflect the Company’s longer-term goal of achieving a 40% gross margin and the increased focus on corporate governance. Due to the sensitivity of earnings per share and net sales forecasts and the correlation of earnings per share to our stock price, the 2026 targets are not being disclosed at this time. However, the targets will be disclosed at the end of the performance period along with the achievement levels against such targets.

  17. Long-Term Incentive (LTI) Plan

    Long-Term Incentive (LTI) Plan Under the Company's 2022 Plan, the Company may grant any type of equity award whose value is derived from the value of the Common Stock of the Company, including, but not limited to, shares of Common Stock, stock options, stock appreciation rights (“SARs”), restricted stock units (“RSUs”), performance stock units (“PSUs”), and restricted stock. Equity awards encourage our NEOs to execute on longer-term financial goals that drive stockholder value creation and support our retention strategy. In February 2025, the Committee granted long-term incentive (“LTI”) awards under the 2022 Plan to certain executive officers. Each LTI award consisted of (1) restricted stock units (“RSUs”) which vest over four years and (2) performance stock units (“PSUs”) which contain a performance-based vesting condition under which the PSUs will vest upon the Company achieving a cumulative 3-year Non-GAAP operating income target for 2025-2027. In December 2025, the Compensation Committee reviewed the design of our LTI plan. No changes were made to the structure of the plan compared to 2025, except for a change to the 3-year Non-GAAP operating income target for 2026-2028. For PSU awards granted in fiscal 2023, 2024, and 2025, each year a 3-year cumulative operating income goal is set as a target. It is not adjusted for market changes or company performance throughout the 3-year period. For the 2023‐2025 award cycle, the Compensation Committee chose a GAAP operating income target of $1.2 billion, with actual results being $336.5 million. With this target not being met there was no vesting of the 2023 awards. The following chart illustrates the structure of the plan for 2023, 2024, and 2025. The structure of the LTI awards is the same for the CEO and all other NEOs.

  18. Long-Term Incentive (LTI) Plan

    | LTI Plan Structure | | | | Weighting | Equity Vehicles | Metrics | | 50% | Performance-Based Stock Units: Vest according to actual performance compared to pre-established, three‐year absolute financial performance targets. | For the 2023‐2025 award cycle, the Compensation Committee chose a GAAP operating income target of $1.2 billion; with actual results being $336.5 million. With this target was not being met there was no vesting of the 2023 awards. | | 50% | Time-Based Restricted Stock Units: Vest ratably over a four‐year period (i.e., 25% on each anniversary of the award). | N/A |

  19. Long-Term Incentive (LTI) Plan

    The actual amount of performance-based awards that are earned and vest will be driven by the achievement of the performance metrics at the end of the three-year performance period relative to our three-year absolute performance goals:

  20. Long-Term Incentive (LTI) Plan

    | Annual Incentives – Financial and Strategic Performance & Payout Ranges | | | Performance Level | Range of Payout* | | Below 80% of Target | 0% payout | | From 80% to 100% of Target | 50% to 100% payout | | From 100% to 120% of Target | 100% to 200% payout | | Above 120% of Target | 200% payout (capped) |

  21. Long-Term Incentive (LTI) Plan

    *Performance between 80% and 100% of Target and between 100% and 120% of Target is interpolated between the end points identified above. The Compensation Committee believes that both performance-based and time-based awards are appropriate equity vehicles for a portion of long-term incentive compensation for the Company’s executive officers because both such awards align executive officers’ interests with the interests of stockholders by focusing executive officers on long-term Company performance. The value of these awards increases if the Company’s stock price increases, and the value of these awards decreases if the stock price declines. Time-based awards also serve to retain executive officers because they provide executive officers some economic value (if time-based vesting requirements are met) regardless of stock price changes. Performance-based awards encourage NEOs to achieve the specific pre-determined performance objectives selected by the Compensation Committee. The Compensation Committee’s policy is to grant equity awards annually in recognition of each executive officer's current and potential contributions to the Company. To encourage retention, stock option and restricted stock awards are subject to a four-year time-based vesting requirement in addition to any performance-based vesting requirement. In determining equity awards in 2023, 2024, and 2025, the Compensation Committee first reviewed the NEOs’ equity awards in light of the executive compensation philosophy that the total compensation (i.e., the aggregate of all cash and equity awards) of the NEOs and all other executive officers should be competitive with the total compensation paid to executive officers with comparable duties paid by similarly sized companies in the semiconductor industry. The number of RSU and PSU awards is adjusted to reflect the Company’s stock price at the time the award is granted. The Compensation Committee noted that in 2025, management focused on: Driving new products that will increase the Company's revenue and continue to advance the technologies the Company provides its customers; • Improving the product mix of the Company's product portfolio through increases in the automotive, industrial, and high-end computing businesses at a higher growth rate than Diodes overall; and • Driving market share gains, qualifying technologies, and products internally that allow the Company to increase internal factory loadings. The Compensation Committee then reviewed each NEO’s personal performance and contribution to the Company. When doing its review, the Compensation Committee believes that target compensation should be competitive with that being offered to individuals with comparable roles in semiconductor companies with which we compete for talent. This is done to ensure we employ the best people to lead to our success. The Compensation Committee reviews the allocation between cash and non-cash components of the NEO’s compensation, and the size, term and value of the awards made in prior years. The Compensation Committee believes that each NEO made meaningful contributions in each area of his or her responsibilities to the growth and profitability of the Company. The Compensation Committee believes that it has appropriately valued the cash awards and equity awards granted in 2023, 2024, and 2025 consistent with the Company’s compensation objectives and philosophy.

  22. COMPENSATION REVIEW PROCESS

    COMPENSATION REVIEW PROCESS Our Board of Directors has delegated to the Compensation Committee the authority to approve all compensation and awards to NEOs. When making individual compensation decisions for NEOs, the Compensation Committee takes many factors into account, including the performance of the Company as a whole, the current market conditions, the executive officer’s experience, responsibilities, management abilities and job performance, and pay levels for similar positions at comparable companies. The Compensation Committee does not assign any particular formula or weight to the foregoing factors. The Compensation Committee has ultimate authority, including delegated authority over all aspects of NEO compensation, including the base salary for each NEO and the overall compensation of the Chief Executive Officer. The Role of the Compensation Committee The Compensation Committee determines the compensation for the executive officers, including the NEOs. The Compensation Committee meets in an executive session at the beginning of each fiscal year to: • Evaluate the performance of the NEOs and all other executive officers during the prior fiscal year; • Determine their final annual bonuses, if any, for the prior fiscal year; • Determine the threshold, target and maximum bonus opportunity for the current fiscal year for each executive officer as a percentage of base salary, the performance objectives and the formula for computing the bonus; and Determine the mix of stock options, restricted shares and/or restricted stock units to be granted in the current year, the portion of such equity compensation that will be time-vested or performance-based, and the performance objectives. At the end of each fiscal year, the Compensation Committee: Certifies satisfaction of the performance objectives; and • Determines the annual bonuses, if any, for all executive officers for such fiscal year. The Compensation Committee may meet from time to time during the year to assess the adequacy of the Company’s compensation for all executive officers. The Role of Management The Compensation Committee discusses with, and takes into consideration, the recommendations of the CEO concerning the annual evaluation of the executive officers, except for matters related to his own evaluation and compensation. The CEO has a role in determining executive compensation because he evaluates employee performance, recommends performance goals and objectives, and recommends salary levels, bonuses, and incentive awards of the executive officers, other than himself. The Role of the Independent Consultant To gain a perspective on external pay levels, emerging practices and regulatory changes, our Compensation Committee from time to time engages outside executive compensation consultants that are independent under the SEC and NASDAQ Stock Market rules to provide benchmark and survey information and advise the Compensation Committee as it conducts its review of our executive compensation programs. The Compensation Committee retained PG in April 2025. PG advised the Compensation Committee as to the composition of our 2025 Peer Group and compared our 2026 projected executive target compensation to the respective Peer Group. PG each was selected by and reported directly to the Compensation Committee. The individuals at PG who provided the compensation consulting services to the Compensation Committee have provided no other services to the Company or its subsidiaries. The Compensation Committee’s reason for updating the benchmarking/survey information at least every three years as opposed to every year is that the Compensation Committee does not believe that the executive compensation benchmark or the comparable companies are likely to have significant changes over just a one or two year period. In accordance with its charter, the Compensation Committee analyzed whether the work of PG as a compensation consultant has raised any conflict of interest, taking into consideration the following factors: (i) the provision of other services to the Company by PG; (ii) the amount of fees from the Company paid to PG as a percentage of the firm’s total revenue; (iii) PG’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationship of PG or the individual compensation advisors employed by the firm with an executive officer of the Company; (v) any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and (vi) any stock of the Company owned by PG or the individual compensation advisors employed by the firm. The Compensation Committee has determined based on its analysis of the above factors, that the work of PG and the individual compensation advisors employed by PG as compensation consultants to the Company has not created a conflict of interest. Selection of Peer Group The Compensation Committee reviews data concerning the pay practices among semiconductor companies of similar size to the Company. Based on the review undertaken in 2025 by PG, other than eliminating Infinera Corporation (acquired by Nokia Corporation), the Company’s peer group remained unchanged and currently consists of the following companies (the “2025 Peer Group”):

  23. COMPENSATION REVIEW PROCESS

    | Peer Group (1) | | | Alpha and Omega Semiconductor Limited | Monolithic Power Systems, Inc. | | Cirrus Logic, Inc. | Qorvo, Inc. | | Coherent | Semtech Corporation | | Littelfuse, Inc. | Silicon Laboratories Inc. | | Marvell Technology Incorporated | Skyworks Solutions, Inc. | | Maxlinear | Synaptics Incorporated | | Microchip Technology Incorporated | Vishay Intertechnology, Inc. | | MKS Instruments | Wolfspeed, Inc. |

  24. POST-TERMINATION AND CHANGE-IN-CONTROL PAYMENTS

    POST-TERMINATION AND CHANGE-IN-CONTROL PAYMENTS The Compensation Committee believes that a change-in-control transaction would create uncertainty regarding the continued employment of the Company’s executive officers. This is because many change-in-control transactions result in significant organizational changes, particularly at the senior executive level. In order to encourage the Company’s executive officers to remain employed with the Company during an important time when their continued employment in connection with, or following, a transaction is often uncertain, and to help keep the Company’s executive officers focused on Company business rather than on their personal financial security, the Compensation Committee believes that providing certain of the Company’s executive officers with severance benefits upon certain terminations of employment following an actual or potential change-in-control transaction is in the best interests of the Company and its stockholders.

  25. SUMMARY COMPENSATION TABLE — 2025, 2024, and 2023

    SUMMARY COMPENSATION TABLE — 2025, 2024, and 2023

  26. SUMMARY COMPENSATION TABLE — 2025, 2024, and 2023

    | Name and Principal Position (a) | Year (b) | Salary ($) (1) (c) | Stock Awards ($) (2) (3) (e) | Non-Equity Incentive Plan Compensation ($) (4) (g) | All Other Compensation ($) (5) (i) | Total ($) (j) | | Dr. Keh-Shew Lu | 2025 | 331,452 | 2,968,150 | 348,076 | 47,918 | 3,695,596 | | Chairman of the Board and | 2024 | 740,192 | 3,821,600 | 165,269 | 96,166 | 4,823,227 | | Former Chief Executive Officer | 2023 | 805,753 | 8,365,620 | 211,905 | 100,538 | 9,483,816 | | Gary Yu | 2025 | 700,219 | 2,722,423 | 878,359 | 30,730 | 4,331,731 | | President and | 2024 | 629,507 | 3,196,910 | 126,632 | 21,894 | 3,974,943 | | Chief Executive Officer | 2023 | 441,507 | 2,427,100 | 65,959 | 15,905 | 2,950,471 | | Brett R. Whitmire | 2025 | 350,000 | 903,200 | 242,613 | 50,441 | 1,546,254 | | Chief Financial Officer | 2024 | 330,000 | 825,818 | 28,494 | 53,066 | 1,237,378 | | | 2023 | 328,301 | 1,680,300 | 48,370 | 52,622 | 2,109,594 | | Francis Tang | 2025 | 410,000 | 903,200 | 284,204 | 38,441 | 1,635,845 | | Chief Technology Officer | 2024 | 410,000 | 974,736 | 59,519 | 36,445 | 1,480,700 | | | 2023 | 409,151 | 1,680,300 | 48,370 | 30,699 | 2,168,520 | | Andy (Kuo-Ting) Tsong | 2025 | 350,000 | 903,200 | 242,613 | 50,555 | 1,546,368 | | Senior Vice President | 2024 | 330,000 | 825,818 | 28,494 | 35,387 | 1,219,699 | | Worldwide Products Group | 2023 | 324,080 | 1,680,300 | 48,370 | 38,551 | 2,091,301 | | Emily Yang | 2025 | 350,000 | 903,200 | 242,613 | 47,624 | 1,543,437 | | Senior Vice President | 2024 | 330,000 | 825,818 | 28,494 | 36,445 | 1,220,757 | | Worldwide Sales and Marketing | 2023 | 328,301 | 1,680,300 | 48,370 | 44,997 | 2,101,968 | | Jin Zhao | 2025 | 350,000 | 903,200 | 242,613 | 69,834 | 1,565,647 | | Senior Vice President, Worldwide | 2024 | 330,000 | 825,818 | 28,494 | 38,387 | 1,222,699 | | Manufacturing Quality and Asia President | 2023 | 328,301 | 1,680,300 | 48,370 | 36,384 | 2,093,355 |

  27. SUMMARY COMPENSATION TABLE — 2025, 2024, and 2023

    (1) Each executive officer’s salary is established in February of each year. Amounts shown represent the amounts earned in each fiscal year. Effective February 1, 2026, the base salaries for Dr. Lu, Messrs. Yu, Whitmire, Tang, Tsong, and Zhao and Ms. Yang were $190,000, $740,000, $415,000, $410,000, $415,000, $415,000 and $415,000 respectively. (2) These amounts reflect the value determined by the Company for accounting purposes for these awards and do not reflect whether each NEO has actually realized a financial benefit from the awards. The value of the equity awards reported in the Stock Awards column (e) above (in the form of RSUs and PSUs) is based on the grant date fair value calculated in accordance with the amount recognized for financial statement reporting purposes. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Amounts reported in the Stock Awards column (e) are calculated by multiplying the number of shares subject to the award by the closing price of the Company’s Common Stock on the grant date. See Note 14, Share-Based Compensation, to the Company’s audited financial statements for the fiscal year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 10, 2026, for a further discussion of the relevant valuation assumptions used in calculating grant date fair value. All restricted stock unit awards vest in four equal annual installments after the date of grant. Performance-based stock unit awards vest according to actual performance compared to pre-established, three‐year absolute financial performance targets. (3) Includes $145,000, $437,100, and $524,220, for 2025, 2024, and 2023, respectively, for Dr. Lu's service as a member of the Company's Board of Directors. Includes $145,000 and $218,550 for 2025 and 2024, respectively, for Mr. Yu's service as a member of the Company's Board of Directors. (4) The amount shown is the actual cash bonus paid for each period presented. This amount consists of any performance-based bonus and any discretionary bonus. Under the executive bonus formula that established the target bonus for each executive officer (i) 80% of the bonus was tied to the financial metrics of the Company and (ii) 20% of the bonus was tied to individual goals for each NEO. See “Compensation Discussion and Analysis – Principal Components of Compensation – Annual (Bonus) Incentive Plan.” Certain of the Company’s executive officers receive personal benefits in addition to salary, cash bonuses and share-based compensation, consisting of automobile allowance, medical insurance, dental insurance, vision insurance, employee assistance program, taxable per diem, contributions under the Company’s retirement plans, deferred compensation plan, life insurance payable at the direction of the employee, accidental death and dismemberment insurance (“AD&D”), business travel accident insurance, and short-term and long-term disability insurance. The amount shown in column (i) for “All Other Compensation” includes benefits summarized in the following table for each NEO. The table below sets forth the detail of “All Other Compensation” for each NEO for 2025:

  28. SUMMARY COMPENSATION TABLE — 2025, 2024, and 2023

    | Name | Year | Auto Allowance ($) | Health Insurance ($)(1) | Retirement Plans ($) | Life and Disability Insurance ($)(2) | Other Allowances or Reimbursements ($) | Total ($) | | Dr. Keh-Shew Lu | 2025 | 10,400 | 21,800 | 10,500 | 2,038 | 3,180(3) | 47,918 | | Gary Yu | 2025 | — | 13,822 | 10,500 | 3,141 | 3,267(4) | 30,730 | | Brett R. Whitmire | 2025 | 12,000 | 24,800 | 10,500 | 3,141 | — | 50,441 | | Francis Tang | 2025 | — | 24,800 | 10,500 | 3,141 | — | 38,441 | | Andy (Kuo-Ting) Tsong | 2025 | — | 29,840 | 10,500 | 3,141 | 7,074(5) | 50,555 | | Emily Yang | 2025 | 7,200 | 26,783 | 10,500 | 3,141 | — | 47,624 | | Jin Zhao | 2025 | — | 29,840 | 10,500 | 3,141 | 26,353(6) | 69,834 |

  29. SUMMARY COMPENSATION TABLE — 2025, 2024, and 2023

    Consists of medical, dental, and vision insurance, as well as employee assistance program. (2) Consists of life, AD&D, business travel accident, and short-term and long-term disability insurance. (3) Consists of Company paid car and driver for Dr. Lu, beginning in December 2025. (4) Consists of Company provided leased vehicle for Mr. Yu, beginning in December 2025. (5) Consists of Company provided leased vehicle for Mr. Tsong, beginning in February 2025. Consists of housing allowance and reimbursement for spouse travel for Mr. Zhao.

  30. GRANTS OF PLAN-BASED AWARDS — 2025

    GRANTS OF PLAN-BASED AWARDS — 2025 The following table sets forth certain information with respect to grants of awards to the NEOs under the Company’s non-equity incentive plan and the 2022 Plan during 2025:

  31. GRANTS OF PLAN-BASED AWARDS — 2025

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | Award Type | Grant Date (b) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | All Other Stock Awards: Number of Shares of Stock or Units (#) (i) | Grant Date Fair Value of Stock and Option Awards ($) (2) (l) | | Dr. Keh-Shew Lu | Cash Incentive | — | 175,750 | 351,500 | 703,000 | — | — | — | — | — | | | Performance-based RSUs | 2/3/25 | — | — | — | 12,500 | 25,000 | 50,000 | — | 1,411,250 | | | Time-based RSUs | 2/3/25 | — | — | — | — | — | — | 25,000 | 1,411,250 | | | Time-based RSUs | 5/13/25 | — | — | — | — | — | — | 3,000 | 145,650 | | Gary Yu | Cash Incentive | — | 443,500 | 887,000 | 1,774,000 | — | — | — | — | — | | | Performance-based RSUs | 2/3/25 | — | — | — | 11,000 | 22,000 | 44,000 | — | 1,241,900 | | | Time-based RSUs | 2/3/25 | — | — | — | — | — | — | 22,000 | 1,241,900 | | | Time-based RSUs | 5/13/25 | — | — | — | — | — | — | 4,915 | 238,623 | | Brett R. Whitmire | Cash Incentive | — | 122,500 | 245,000 | 490,000 | — | — | — | — | — | | | Performance-based RSUs | 2/3/25 | — | — | — | 4,000 | 8,000 | 16,000 | — | 451,600 | | | Time-based RSUs | 2/3/25 | — | — | — | — | — | — | 8,000 | 451,600 | | Francis Tang | Cash Incentive | — | 143,500 | 287,000 | 574,000 | — | — | — | — | — | | | Performance-based RSUs | 2/3/25 | — | — | — | 4,000 | 8,000 | 16,000 | — | 451,600 | | | Time-based RSUs | 2/3/25 | — | — | — | — | — | — | 8,000 | 451,600 | | Andy (Kuo-Ting) Tsong | Cash Incentive | — | 122,500 | 245,000 | 490,000 | — | — | — | — | — | | | Performance-based RSUs | 2/3/25 | — | — | — | 4,000 | 8,000 | 16,000 | — | 451,600 | | | Time-based RSUs | 2/3/25 | — | — | — | — | — | — | 8,000 | 451,600 | | Emily Yang | Cash Incentive | — | 122,500 | 245,000 | 490,000 | — | — | — | — | — | | | Performance-based RSUs | 2/3/25 | — | — | — | 4,000 | 8,000 | 16,000 | — | 451,600 | | | Time-based RSUs | 2/3/25 | — | — | — | — | — | — | 8,000 | 451,600 | | Jin Zhao | Cash Incentive | — | 122,500 | 245,000 | 490,000 | — | — | — | — | — | | | Performance-based RSUs | 2/3/25 | — | — | — | 4,000 | 8,000 | 16,000 | — | 451,600 | | | Time-based RSUs | 2/3/25 | — | — | — | — | — | — | 8,000 | 451,600 |

  32. GRANTS OF PLAN-BASED AWARDS — 2025

    (1) The amounts shown are the cash bonus threshold, target, and maximum for 2025. This amount consists of any performance-based bonus and any discretionary bonus. Under the executive bonus formula that established the target bonus for each executive officer (i) 80% of the bonus was tied to the financial metrics of the Company and (ii) 20% of the bonus was tied to individual goals for each NEO. See “Compensation Discussion and Analysis – Principal Components of Compensation – Annual (Bonus) Incentive Plan.” These amounts reflect the value determined by the Company for accounting purposes for these awards and do not reflect whether each NEO has actually realized a financial benefit from the awards. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Grant date fair value reported for stock awards in the form of RSUs and PSUs is calculated by multiplying the number of shares subject to the award by the closing price of the Company’s Common Stock on the grant date. See Note 14, Share-Based Compensation, to the Company’s audited financial statements for the fiscal year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 10, 2026, for a further discussion of the relevant valuation assumptions used in calculating grant date fair value. RSU awards vest in four equal annual installments. PSUs contain a performance-based vesting condition under which the PSUs will vest upon the Company achieving a cumulative 3-year performance-related condition.

  33. CEO Pay Ratio — 2025

    CEO Pay Ratio — 2025 At the end of 2025 the Company had approximately 7,989 employees worldwide, located mainly in Asia. The annual total compensation for our median employee for 2025 was $23,574 and $4,331,731 for our CEO. The resulting ratio of our CEO’s pay to the pay of our median employee for 2025 was 184 to 1. The annual total compensation for our median US employee for 2025 was $122,637 and the resulting ratio of our CEO’s pay to the pay of our median US employee for 2025 was 35 to 1. We identified the median employee by examining the 2025 compensation data for all individuals, excluding our CEO, who were employed by us as of December 31, 2025. We included all employees, whether employed on a full-time, part-time or seasonal basis. We did not make any cost-of-living adjustments in identifying the median employee. We also did not make any assumptions or adjustments with respect to total cash compensation. We calculated the median employee’s annual total compensation using the same methodology we use for our NEOs as set forth in the 2025 Summary Compensation Table in this Proxy Statement.

  34. NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

    NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

  35. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — 2025

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — 2025 The following table sets forth certain information regarding equity-based awards held by NEOs as of December 31, 2025:

  36. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — 2025

    | Stock Awards | | | | | | | | | RSUs | | | PSUs | | | | Name (a) | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) (1) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($) (h) | Grant Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (1) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) (j) | | Dr. Keh-Shew Lu | 02/01/2022 | 8,000 | 394,720 | 02/01/2023 | 42,000 | 2,072,280 | | | 05/26/2022 | 1,250 | 61,675 | 02/01/2024 | 25,000 | 1,233,500 | | | 02/01/2023 | 21,000 | 1,036,140 | 02/03/2025 | 25,000 | 1,233,500 | | | 05/24/2023 | 3,000 | 148,020 | — | — | — | | | 02/01/2024 | 18,750 | 925,125 | — | — | — | | | 05/13/2025 | 4,500 | 222,030 | — | — | — | | | 02/03/2025 | 25,000 | 1,233,500 | — | — | — | | | 05/13/2025 | 3,000 | 148,020 | — | — | — | | Gary Yu | 02/01/2022 | 2,125 | 104,848 | 02/01/2023 | 13,000 | 641,420 | | | 02/01/2023 | 6,500 | 320,710 | 02/01/2024 | 22,000 | 1,085,480 | | | 02/01/2024 | 16,500 | 814,110 | 02/03/2025 | 22,000 | 1,085,480 | | | 05/30/2024 | 2,250 | 111,015 | — | — | — | | | 02/03/2025 | 22,000 | - | — | — | — | | | 05/13/2025 | 4,915 | - | — | — | — | | Brett R. Whitmire | 02/01/2022 | 1,900 | 93,746 | 02/01/2023 | 9,000 | 444,060 | | | 02/01/2023 | 4,500 | 222,030 | 02/01/2024 | 6,100 | 300,974 | | | 02/01/2024 | 4,575 | 225,731 | 02/03/2025 | 8,000 | 394,720 | | | 02/03/2025 | 8,000 | 394,720 | — | — | — | | Francis Tang | 02/01/2022 | 1,900 | 93,746 | 02/01/2023 | 9,000 | 444,060 | | | 02/01/2023 | 4,500 | 222,030 | 02/01/2024 | 7,200 | 355,248 | | | 02/01/2024 | 5,400 | 266,436 | 02/03/2025 | 8,000 | 394,720 | | | 02/03/2025 | 8,000 | 394,720 | — | — | — | | Andy (Kuo-Ting) Tsong | 07/01/2022 | 1,313 | 64,783 | 02/01/2023 | 9,000 | 444,060 | | | 02/01/2023 | 4,500 | 222,030 | 02/01/2024 | 6,100 | 300,974 | | | 02/01/2024 | 4,575 | 225,731 | 02/03/2025 | 8,000 | — | | | 02/03/2025 | 8,000 | 394,720 | — | — | — | | Emily Yang | 02/01/2022 | 1,900 | 93,746 | 02/01/2023 | 9,000 | 444,060 | | | 02/01/2023 | 4,500 | 222,030 | 02/01/2024 | 6,100 | 300,974 | | | 02/01/2024 | 4,575 | 225,731 | 02/03/2025 | 8,000 | 394,720 | | | 02/03/2025 | 8,000 | 394,720 | — | — | — | | Jin Zhao | 02/01/2022 | 1,250 | 61,675 | 02/01/2023 | 9,000 | 444,060 | | | 02/01/2023 | 4,500 | 222,030 | 02/01/2024 | 6,100 | 300,974 | | | 02/01/2024 | 4,575 | 225,731 | 02/03/2025 | 8,000 | 394,720 | | | 02/03/2025 | 8,000 | 394,720 | — | — | — |

  37. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END — 2025

    RSU awards vest in four equal annual installments. RSUs granted in February vest on February 1 of each year. RSUs granted in May vest on May 26 of each year. PSU awards can pay out between 0% and 200% of target, based on actual performance compared to pre-established, three-year financial performance targets. The amounts reflected in column (J) are based on an achievement level of 100%. The price per share to calculate the above value of equity awards was $49.34 which was the closing price per share on December 31, 2025. PSUs contain a performance-based vesting condition under which the PSUs will vest upon the Company achieving a cumulative 3-year performance-related condition. PSUs typically pay out upon the filing of the Company's Annual Report on Form 10-K. There are no outstanding stock options.

  38. OPTION EXERCISES AND STOCK VESTED — 2025

    OPTION EXERCISES AND STOCK VESTED — 2025 The following table sets forth certain information regarding vesting of RSU or PSUs held by NEOs during the year ended December 31, 2025 (no stock options were exercised during the period):

  39. OPTION EXERCISES AND STOCK VESTED — 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Dr. Keh-Shew Lu | 38,250 | 2,087,573 | | Gary Yu | 13,750 | 764,154 | | Brett R. Whitmire | 7,575 | 423,448 | | Francis Tang | 7,850 | 438,972 | | Andy (Kuo-Ting) Tsong | 6,401 | 342,272 | | Emily Yang | 7,575 | 423,448 | | Jin Zhao | 6,025 | 337,921 |

  40. OPTION EXERCISES AND STOCK VESTED — 2025

    (1) Value realized on vesting is calculated by (i) multiplying the number of shares acquired upon vesting by (ii) the closing share price of the Common Stock of the Company on the vesting date and does not necessarily reflect the actual value realized. The actual value ultimately realized depends upon the number of shares actually sold by each NEO, if any, and the value received upon such sales.

  41. NONQUALIFIED DEFERRED COMPENSATION — 2025

    NONQUALIFIED DEFERRED COMPENSATION — 2025 The Company maintains a nonqualified deferred compensation plan, which permits the Board and eligible employees, including the NEOs, to voluntarily elect to defer up to 75% of base salary, and up to 100% of cash bonuses and stock awards until designated future dates, provided that their total deferrals do not reduce their total compensation below the amount necessary to satisfy obligations such as employment taxes and benefit plan payments. Amounts deferred are credited with earnings or losses based on the participant’s investment allocation among investment options, which may include stocks, bonds and mutual fund shares. Withdrawals can be made pursuant to Internal Revenue Service regulations for retirement and distributions. While still employed, distributions are paid in accordance with the participants’ elections with regard to the timing and form of distributions. Upon termination of an executive, a 100% distribution of their account is made after six months has lapsed from their separation from service. The Company may, from time to time, make discretionary contributions to participants’ accounts. No discretionary contributions were made in 2025, 2024, or 2023. The Company offsets its obligations under the nonqualified deferred compensation plan by investing in the actual underlying investments. These investments are classified as trading securities and are carried at fair value. At December 31, 2025, these investments totaled approximately $20.0 million. Gains and losses in these investments are materially offset by corresponding gains and losses in the deferred compensation plan liabilities. The following table sets forth certain information related to the nonqualified deferred compensation plan for the NEOs:

  42. NONQUALIFIED DEFERRED COMPENSATION — 2025

    | Name (a) | Executive Contributions in Last Fiscal Year ($) (1) (b) | Aggregate Earnings in Last Fiscal Year ($)(2) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last Fiscal Year End ($) (f) | | Dr. Keh-Shew Lu | — | 316 | — | 7,964 | | Gary Yu | 155,880 | 184,126 | — | 1,766,475 | | Brett R. Whitmire | 44,237 | 36,333 | — | 265,927 | | Francis Tang | — | 96,782 | — | 1,022,672 | | Andy (Kuo-Ting) Tsong | ― | — | ― | ― | | Emily Yang | 48,505 | 118,511 | — | 1,119,090 | | Jin Zhao | ― | 67,773 | (30,965) | 740,714 |

  43. NONQUALIFIED DEFERRED COMPENSATION — 2025

    (1) Contributions are reported as compensation in the last completed fiscal year in either the “Salary” or the “Bonus” column in the Summary Compensation Table depending on the source of the deferral. (2) The amounts reported in this column are reported as compensation for 2025 in the Summary Compensation Table.

  44. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following discussion sets forth potential payments payable to the NEOs upon termination of their employment or a change in control of the Company. For purposes of this section, certain relevant provisions and terms that are generally applicable and which therefore cover the NEOs are described below:

  45. Payments Upon Termination by the Company Other Than for “Cause” or by Employee for “Good Reason”

    Payments Upon Termination by the Company Other Than for “Cause” or by Employee for “Good Reason” Each of Mr. Gary Yu and Dr. Keh-Shew Lu have employment agreements that entitle them to payments upon termination by the Company other than for “cause” (as defined in the executive’s employment agreement), which includes termination due to Disability (as defined in the executive’s employment agreement), or by the executive for “good reason” (as defined in the executive’s employment agreement). Mr. Yu’s and Dr. Lu’s relationship with the Company is “at will” and may be terminated at the option of either the executive or the Company, for any or no reason whatsoever, with or without cause. "Cause" means: the willful and continued refusal of employee to substantially perform his duties in accordance with his employment agreement (other than any such failure resulting from incapacity due to physical or mental illness), insubordination, or material violation of the Company’s policies, in each case after a written demand for substantial performance is delivered to employee by the Board which specifically identifies the manner in which the Board believes that employee has not substantially performed such duties, the acts constituting such insubordination, or such violations of the Company’s policies, as the case may be, and employee shall have had a reasonable opportunity to remedy the same; or the conviction of, or a plea of nolo contendere by, employee to a felony; or • a charge or indictment of a felony, the defense of which renders employee substantially unable to perform his duties under his employment agreement. In order to terminate employee’s employment for Cause, the Company must provide employee with a copy of a resolution adopted by the affirmative vote of not less than a majority of all members of the Board at a meeting of the Board (after reasonable notice is provided to employee and employee is given an opportunity, together with counsel, to be heard before the Board), finding that employee is guilty of a Cause act. “Good Reason” means: • a material diminution in employee’s base salary; • a material diminution in employee’s authority, duties, or responsibilities as contemplated in his employment agreement; • a material change in the geographic location at which employee must perform services; or • any other action or inaction that constitutes a material breach by the Company of the employment agreement. Good Reason shall not exist unless employee has notified the Company within thirty (30) days of the initial existence of the actions or failures to act giving rise to Good Reason, and such actions or failures have not been cured or remedied by the Company within thirty (30) days of the receipt of such notice. Thereafter, employee must then timely consummate his resignation for Good Reason. “Disability” generally means: (other than for equity awards which consist of tax code section 422 incentive stock options or tax code section 409A nonqualified deferred compensation) a medically determinable physical or mental incapacitation such that for a continuous period of not less than twelve (12) months, employee is unable to engage in any substantial gainful activity or which can be expected to result in death. The definition of Disability with respect to incentive stock options and nonqualified deferred compensation is provided by their respective tax code definitions. In the event Mr. Yu’s or Dr. Lu's employment is terminated by (a) the Company other than for “cause” (as defined), or (b) the executive for “good reason” (as defined), (i) the Company shall continue to pay or provide to the executive the annual base salary during the period commencing on the 60th day after the effective date of such termination and ending on the first anniversary of such effective date such that an aggregate total of 12 months of base salary are provided, (ii) the Company shall pay to the executive any amount payable under an executive bonus plan for the fiscal year in which such termination occurs, prorated to the date of the termination, (iii) the Company shall pay the executive his accrued but unused paid time off, (iv) the Company shall provide to the executive continued participation in any group health plan or medical reimbursement plan on the terms existing on the date of termination for the period commencing on the effective date of such termination and ending 18 months thereafter, and (v) all stock-based compensation previously granted to the executive (including, but not limited to, all stock options, SARs, stock units, bonus units and stock grants) shall continue to be governed by the applicable award agreement. The benefits provided by the foregoing clauses (i) and (iv) are conditioned upon the executive's execution of a separation agreement with the Company and such agreement shall include a release of all claims against the Company and its affiliates. However, if Mr. Yu’s or Dr. Lu's employment is terminated either by the Company other than for “cause” (as defined) or by the executive for “good reason” (as defined) and if the executive then obtains a new employment within one year from the date of his termination, the annual post-employment base salary payable by the Company to the executive shall be reduced by any amount received by him during such one year in connection with such other employment.

  46. Payments Upon Termination by the Company for “Cause” or by Mr. Yu or Dr. Lu Other Than for “Good Reason”

    Payments Upon Termination by the Company for “Cause” or by Mr. Yu or Dr. Lu Other Than for “Good Reason” In the event that Mr. Yu’s or Dr. Lu's employment is terminated by (a) the Company for “cause” (as defined) or (b) the executive other than for “good reason” (as defined), (i)the Company shall promptly pay or provide to the executive the annual base salary, prorated through the date of termination, (ii) the Company shall pay to the executive any amount payable under an executive bonus plan for the fiscal year in which such termination occurs, prorated to the date of the termination, (iii) the Company shall pay the executive his accrued but unused paid time off, and (iv) all stock-based compensation previously granted to the executive (including, but not limited to, all stock options, SARs, stock units, bonus units and stock grants) shall continue to be governed by the applicable award agreement. A termination of employment by Mr. Yu or Dr. Lu due to his retirement will generally be treated the same as a resignation without Good Reason.

  47. Payment Upon Termination Due To Death or Disability

    Payment Upon Termination Due To Death or Disability Under Mr. Yu’s and Dr. Lu's respective employment agreements, the executive is entitled to a life insurance policy with a death benefit in an amount equal to that existing on the date of his employment agreement and a disability insurance policy in the maximum insurable amount as defined by such policy. Additionally, if termination of employment occurred due to the executive death or Disability then he would also receive the same benefits provided for a resignation without Good Reason.

  48. Payment Upon Termination

    Payment Upon Termination Mr. Whitmire, Mr. Tang, My Tsong, Ms. Yang, and Mr. Zhao do not have employment agreements with the Company, and payments upon termination under any circumstance for them are governed by their respective equity award agreements, the 2022 Plan, and the Company’s general policies for termination of employees as specified in the Company’s employee handbook. Please refer to the tables below in this Proxy Statement for further discussion of Mr. Whitmire’s, Mr. Tang’s, Mr. Tsong's, Ms. Yang's, and Mr. Zhao payments upon termination on December 31, 2025, under any circumstance.

  49. NEO Payments Upon Termination Events and Change In Control

    NEO Payments Upon Termination Events and Change In Control The following tables assume (i) the triggering event took place on December 31, 2025; (ii) the price per share used to calculate the value of equity awards was $49.34, the closing price per share on December 31, 2025, the last trading day of 2025; (iii) the intrinsic value of nonqualified stock option acceleration is calculated by multiplying the difference between the respective exercise prices of any unvested nonqualified stock option shares that would have been subject to acceleration and $49.34 by the number of shares underlying the unvested nonqualified stock options that would have been subject to acceleration; (iv) the value of RSUs and Modified Awards acceleration is calculated by multiplying $49.34 by the number of RSUs and Modified Awards that would have been subject to acceleration; and (v) a performance incentive bonus was earned for 2025 at the level set forth in the “Summary Compensation Table.”

  50. NEO Payments Upon Termination Events and Change In Control

    | Name | Voluntary Termination or Termination With Cause ($) | Termination Due to Disability or Death ($) (1) (3) | Termination Without Cause ($) (1) | Change in Control ($) (2)(3) | | Dr. Keh-Shew Lu | 357,691 | 9,066,201 | 490,341 | 8,708,510 | | Gary Yu | 949,513 | 6,440,561 | 949,513 | 5,491,049 | | Brett R. Whitmire | 270,882 | 2,346,863 | 270,882 | 2,075,981 | | Francis Tang | 323,627 | 2,494,587 | 323,627 | 2,170,960 | | Andy (Kuo-Ting) Tsong | 276,267 | 1,928,565 | 276,267 | 1,652,298 | | Emily Yang | 276,267 | 2,352,247 | 276,267 | 2,075,981 | | Jin Zhao | 266,844 | 2,310,753 | 266,844 | 2,043,910 |

  51. NEO Payments Upon Termination Events and Change In Control

    (1) Such amounts do not include a $700,000 benefit for each NEO paid by the Company's life insurance policy upon death and do not include short- and long-term disability payments for the first year and long-term disability payments for the second year paid by disability insurance policies. (2) Reflects the estimate of the payments and benefits that each NEO would receive assuming the NEO's employment was terminated without "cause" (and for Mr. Yu and Dr. Lu if he terminated his employment with “good reason”) on December 31, 2025. These disclosed amounts are estimates only and do not necessarily reflect the actual amounts that would be paid to the NEOs, which would only be known at the time they become eligible for such payments. (3) Represents the value of the continued vesting of shares underlying RSUs and PSUs upon a death or disability on December 31, 2025. None of our NEOs have any outstanding stock options. The following table reflects the estimate of the payments and benefits that each NEO would receive assuming the NEO's employment was terminated without "cause" (and for Dr. Lu and Mr. Yu if they terminated their employment for good reason) on December 31, 2025. These disclosed amounts are estimates only and do not necessarily reflect the actual amounts that would be paid to the NEOs, which would only be known at the time they become eligible for such payments.

  52. NEO Payments Upon Termination Events and Change In Control

    | Name (a) | Base Salary ($) (b) | Bonus ($) (c) | Paid Vacation ($) (d) | Medical Benefits ($) (e) | Total ($) (h) | | Dr. Keh-Shew Lu | 100,000 | 348,076 | 9,615 | 32,649 | 490,341 | | Gary Yu | 740,000 | 878,359 | 71,154 | ― | 1,689,513 | | Brett R. Whitmire | — | 242,613 | 28,269 | ― | 270,882 | | Francis Tang | — | 284,204 | 39,423 | ― | 323,627 | | Andy (Kuo-Ting) Tsong | ― | 242,613 | 33,654 | ― | 276,267 | | Emily Yang | — | 242,613 | 33,654 | ― | 276,267 | | Jin Zhao | ― | 242,613 | 24,231 | ― | 266,844 |

  53. NEO Payments Upon Termination Events and Change In Control

    (b) For purposes of determining this amount, Dr. Lu and Mr. Yu would receive their current base salary for one-year following the termination. (c) Any bonus amount would be prorated based on days employed in 2025 and calculated using actual 2024 results per the performance criteria in accordance with the Company's executive bonus plan. (d) Reflects the estimated lump sum value of 18-month accrual of paid vacations. (e) Reflects the estimated lump sum value of premiums to be paid on behalf of the executive under the medical benefit plans for 18 months for Dr. Lu. (f) In the event of termination without cause, the Company does not continue to provide benefits under the life, disability, and accidental death and dismemberment insurance plans. The table below details the number of RSUs and PSUs, currently unvested, that would vest upon a change in control:

  54. NEO Payments Upon Termination Events and Change In Control

    | Name | RSUs (#) | PSU (#) | Total (#) | | Dr. Keh-Shew Lu | 84,500 | 92,000 | 176,500 | | Gary Yu | 54,290 | 57,000 | 111,290 | | Brett R. Whitmire | 18,975 | 23,100 | 42,075 | | Francis Tang | 19,800 | 24,200 | 44,000 | | Andy (Kuo-Ting) Tsong | 18,388 | 23,100 | 41,488 | | Emily Yang | 18,975 | 23,100 | 42,075 | | Jin Zhao | 18,325 | 23,100 | 41,425 |

  55. Pay versus Performance Disclosure

    Pay versus Performance Disclosure We are required by SEC rules to disclose the following information regarding compensation paid to our NEOs (including our principal executive officer (“PEO”), also referred to herein as our “CEO”) as compared to the Company's performance. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. The following table sets forth additional compensation information of Dr. Keh-Shew Lu (“PEO 1”) and Mr. Gary Yu (“PEO 2”), both of whom served as our PEO during 2025, and our non-PEO NEOs, along with total shareholder return ("TSR"), net income, and net sales performance results for fiscal years 2021, 2022, 2023, 2024, and 2025:

  56. Pay versus Performance Disclosure

    | Pay versus Performance | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for PEO 1 (b) (1) | Compensation Actually Paid to PEO 1 (c) (2) | Summary Compensation Table Total for PEO 2 (b) (1) | Compensation Actually Paid to PEO 2 (c) (2) | Average Summary Compensation Table Total for Non-PEO NEOs (d) | Average Compensation Actually Paid to Non-PEO NEOs (e) (2) | Total Shareholder Return (f) | Peer Group Total Shareholder Return (g) (3) | Net Income (millions) (h) | Net Sales (millions) (4) | | 2025 | $3,695,596 | $(1,041,418) | $4,331,731 | $2,712,588 | $1,567,510 | $1,649,178 | $70 | $130 | $66 | $1,482 | | 2024 | 4,823,227 | (506,424) | — | — | 1,978,444 | 1,670,159 | 109 | 170 | 44 | 1,311 | | 2023 | 9,483,816 | 13,252,259 | — | — | 1,955,936 | 2,683,673 | 114 | 103 | 227 | 1,662 | | 2022 | 9,045,646 | (2,249,898) | — | — | 2,466,178 | 1,048,748 | 135 | 129 | 331 | 2,001 | | 2021 | 8,137,329 | 30,669,186 | — | — | 2,189,740 | 5,627,245 | 195 | 202 | 229 | 1,805 |

  57. Pay versus Performance Disclosure

    The dollar amounts reported are the amounts of total compensation reported for our PEOs in the Summary Compensation Table for the applicable fiscal year. The dollar amounts reported represent the amount of “Compensation Actually Paid,” as computed in accordance with SEC rules. Compensation Actually Paid does not represent cash or equity value realized or paid to our NEO’s but rather is a value calculated under applicable SEC rules. The tables below detail how Compensation Actually Paid is determined. Reflects cumulative TSR of the Company's Peer Group (as described above in this Proxy Statement) index, as of the applicable fiscal years. See "Compensation Review Process" for the composition of our Peer Group Companies for the applicable year. (4) Net Sales is the financial measure that the Company believes to be the most important measure (that is not otherwise required to be disclosed in the table) it used in the most recent fiscal year to link CAP to the NEOs. The Company generates revenue from sales of its semiconductor products to direct customers and distributors and recognizes revenue when control is transferred. Revenues are reduced in the period of sale for estimates of product returns and other allowances including distributor adjustments resulting in net sales. The PEOs and other NEOs included in the above compensation columns are comprised of the following:

  58. Pay versus Performance Disclosure

    | Year | PEO | NON-PEO NEOS | | 2025 | Dr. Keh-Shew Lu and Gary Yu (1) | Brett R. Whitmire, Francis Tang, Emily Yang, Andy (Kuo-Ting) Tsong, Jin Zhao | | 2024 | Dr. Keh-Shew Lu | Brett R. Whitmire, Gary Yu, Francis Tang, Emily Yang | | 2023 | Dr. Keh-Shew Lu | Brett R. Whitmire, Gary Yu, Francis Tang, Julie Holland | | 2022 | Dr. Keh-Shew Lu | Brett R. Whitmire, Gary Yu, Francis Tang, Julie Holland | | 2021 | Dr. Keh-Shew Lu | Brett R. Whitmire, Gary Yu, Francis Tang, Julie Holland |

  59. Pay versus Performance Disclosure

    (1) Dr. Keh-Shew Lu served as PEO until May 13, 2025. Gary Yu became PEO on May 13, 2025. Dr. Lu is referred to are PEO 1 and Mr. Yu is referred to as PEO 2. To calculate the amounts in the "Compensation Actually Paid to PEO" columns in the Pay versus Performance table above, the following amounts were deducted from and added to (as applicable) "Total" compensation of the PEO for each applicable year, as reported in the Summary Compensation Table above.

  60. Pay versus Performance Disclosure

    | Compensation Actually Paid to PEO | | | | | | | Year | Summary Compensation Table Total for PEO (1) | Minus Reported Value of Equity Awards for PEO (2) | Plus Equity Award Adjustments for PEO (3) | Plus Reported Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) | Compensation Actually Paid to PEO | | 2025 (4) | $3,695,596 | $2,968,150 | $(1,769,180) | $316 | $(1,041,418) | | 2025 (5) | 4,331,731 | 2,722,423 | 919,154 | 184,126 | 2,712,588 | | 2024 | 4,823,227 | 3,821,600 | (1,508,420) | 369 | (506,424) | | 2023 | 9,483,816 | 8,365,620 | 12,133,722 | 341 | 13,252,259 | | 2022 | 9,045,646 | 6,250,510 | (5,045,133) | 99 | (2,249,898) | | 2021 | 8,137,329 | 5,468,930 | 28,000,786 | 1 | 30,669,186 |

  61. Pay versus Performance Disclosure

    (1) The dollar amounts reported are the amounts of total compensation reported for our PEO in the Summary Compensation Table for the applicable fiscal year. (2) Represents the grant date fair value of the equity awards to our PEO, as reported in the “Stock Awards” column in the Summary Compensation Table for each applicable year. (3) Represents the year-over-year change in the fair value of equity awards to our PEO, as itemized in the table below. No awards granted in any year vested in the year they were granted. Fair value or change in fair value, as applicable, of equity awards in the "Compensation Actually Paid" columns was determined by reference to (a) for RSU awards, closing price on applicable year-end dates (b) for PSU awards, the same valuation methodology as RSU awards above except year-end share amounts are multiplied by the probability of achievement as of each such date. (4) Reflects compensation for Dr. Keh-Shew Lu, who was PEO until May 13, 2025. (5) Reflects compensation for Gary Yu, who became PEO on May 13, 2025.

  62. Pay versus Performance Disclosure

    | Equity Award Adjustments for PEO 1 | | | | | | | | 2025 (1) | 2024 | 2023 | 2022 | 2021 | | Fair Value of Equity Awards for PEO | | | | | | | Plus as of year-end value for awards granted during the year | $2,615,020 | $4,995,270 | $10,628,640 | $7,690,140 | $11,090,810 | | Plus year-over-year change of unvested awards granted in previous years | (1,522,755) | (3,991,488) | 828,753 | (8,169,217) | 9,551,577 | | Plus change from prior fiscal year-end awards that vested during the year | (271,305) | (5,682,752) | 676,329 | (4,566,056) | 7,358,400 | | Minus awards granted in prior years that did not meet vesting conditions | (2,590,140) | (2,576,640) | — | — | — | | Total equity award adjustments | (1,769,180) | (7,255,609) | 12,133,722 | (5,045,133) | 28,000,786 |

  63. Pay versus Performance Disclosure

    (1) Reflects compensation for Dr. Keh-Shew Lu, who was PEO until May 13, 2025.

  64. Pay versus Performance Disclosure

    | Equity Award Adjustments for PEO 2 | | | | 2025 (1) | | Fair Value of Equity Awards for PEO | | | Plus as of year-end value for awards granted during the year | $2,413,466 | | Plus year-over-year change of unvested awards granted in previous years | (769,084) | | Plus change from prior fiscal year-end awards that vested during the year | (83,809) | | Minus awards granted in prior years that did not meet vesting conditions | (641,420) | | Total equity award adjustments | 919,154 |

  65. Pay versus Performance Disclosure

    (1) Reflects compensation for Gary Yu, who became PEO on May 13, 2025. To calculate the amounts in the “Average Compensation Actually Paid to Non-PEO NEOs” column in the Pay versus Performance table above, the following amounts were deducted from and added to (as applicable) the average of the “Total” compensation of our non-PEO NEOs for each applicable year, as reported in the Summary Compensation Table above.

  66. Pay versus Performance Disclosure

    | Average Compensation Actually Paid to Non-PEO NEOs | | | | | | | Year | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Minus Average Reported Value of Equity Awards for Non-PEO NEOs (2) | Plus Average Equity Award Adjustments for Non-PEO NEOs (3) | Plus Average Reported Change in Pension Value and Non-qualified Deferred Compensation Earnings for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $1,567,510 | $903,200 | $905,018 | $79,850 | $1,649,178 | | 2024 | 1,978,444 | 1,455,821 | 1,072,107 | 75,428 | 1,670,159 | | 2023 | 1,955,936 | 1,446,925 | 2,099,234 | 75,428 | 2,683,673 | | 2022 | 2,466,178 | 1,511,591 | 156,437 | (62,277) | 1,048,748 | | 2021 | 2,189,740 | 1,308,927 | 4,615,418 | 131,013 | 5,627,245 |

  67. Pay versus Performance Disclosure

    (1) The dollar amounts reported is the average of the amounts of total compensation reported for our Non-PEO NEOs in the Summary Compensation Table for the applicable fiscal year. (2) Represents the grant date fair value of the equity awards to our Non-PEO NEOs, as reported in the “Stock Awards” column in the Summary Compensation Table for each applicable year. (3) Represents the year-over-year change in the fair value of equity awards to our Non-PEO NEOS, as itemized in the table below. No awards vested in the year they were granted. Fair value or change in fair value, as applicable, of equity awards in the "Compensation Actually Paid" columns was determined by reference to (a) for RSU awards, closing price on applicable year-end dates (b) for PSU awards, the same valuation methodology as RSU awards above except year-end share amounts are multiplied by the probability of achievement as of each such date.

  68. Pay versus Performance Disclosure

    | Average Equity Award Adjustments for Non-PEO NEOs | | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Fair Value of Equity Awards for Non-PEO NEOs | | | | | | | Plus as of year-end value for awards granted during the year | 1,662,915 | 2,286,269 | 1,872,090 | 1,878,755 | 2,709,562 | | Plus year-over-year change of unvested awards granted in previous years | (159,135) | (462,002) | 91,255 | (885,837) | 919,834 | | Plus change from prior fiscal year-end awards that vested during the year | (43,732) | (89,883) | 135,890 | (836,481) | 986,023 | | Minus awards granted in prior years that did not meet vesting conditions | (555,030) | (662,277) | — | — | — | | Total equity award adjustments | 905,018 | 1,072,108 | 2,099,234 | 156,437 | 4,615,418 |

  69. Pay versus Performance Disclosure

    The following graphs illustrates the relationship of CAP for our PEO and the average CAP for our Non-PEO NEOs in relationship to our Total Shareholder Return ("TSR"), net income and net sales. Additionally, the graphs also describe the relationship between our own TSR versus peer group TSR. Compensation Actually Paid Versus Net Income($000) $35,000 $30,000 $25,000 $15,000 $10,000 $5,000 $0 ($5,000) $350,000 $300,000 $250,000 $150,000 $100,000 $50,000 $0 2020 2021 2022 $98,088 $228,763 $331,283 PEO CAP Non PEONEO CAP NET INCOME Compensation Actually Paid Versus Net Sales ($000) $35,000 $30,000 $25,000 $20,000 $15,000 $10,000 $5,000 $0 ($5,000) $2,500,000 $2,000,000 $1,500,000 $1,000,000 $500,000 $0 2020 2021 2022 PEO CAP Non PEO NEO CAP Net Sales $1,229,215 $1,805,162 $2,000,580 The Company considers, net sales, operating income, and non-GAAP earnings per share the three financial performance measures “most important” linking CAP to the NEOs for 2025 and company performance. After net sales, we do not consider any one of the other following financial performance measures to be a more important measure than the other when measuring performance for our company or executive compensation program. See the discussion above in "Compensation Discussion and Analysis" for additional discussion related to executive pay. PROPOSAL THREE RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee of the Board has the authority and responsibility for the appointment, compensation, retention, and oversight of the work of the Company's independent registered public accounting firm. The Audit Committee of the Board has appointed PricewaterhouseCoopers LLP ("PwC") as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2026, and the Board is asking stockholders to ratify this appointment at the Meeting. A representative of PwC is expected to attend the Meeting electronically, will have the opportunity to make a statement, if desired, and will be available to respond to appropriate questions.