DIODES INC /DEL/ Stock Compensation Disclosure
Note 14 – Share-Based Compensation
In May 2022, our stockholders approved our 2022 Equity Incentive Plan (“2022 Plan”). Since the approval of the 2022 Plan, all share-based compensation awards have been granted under and will continue to be granted under the 2022 Plan, no additional share-based awards will be granted under any previous plan. The number of shares authorized to be awarded under the 2022 Plan is 7.0 million shares.
The table below sets forth the line items where share-based compensation expense was recorded for the twelve months ended December 31:
|
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Cost of goods sold |
|
$ |
2,224 |
|
|
$ |
2,073 |
|
|
$ |
1,860 |
|
Selling, general and administrative expense |
|
|
18,491 |
|
|
|
15,690 |
|
|
|
24,470 |
|
Research and development expense |
|
|
5,030 |
|
|
|
5,004 |
|
|
|
4,581 |
|
Total share-based compensation expense |
|
$ |
25,745 |
|
|
$ |
22,767 |
|
|
$ |
30,911 |
|
Share Grants – Restricted stock awards and restricted stock units generally vest in equal annual installments over a four-year period. Restricted stock grants are measured based on the fair market value of the underlying stock on the date of grant and compensation expense is recognized on a straight-line basis over the requisite four-year service period.
Performance stock units (“PSUs”) are measured based on the fair market value of the underlying stock on the date of grant and compensation expense is recognized over the three-year performance period, with adjustments made to the expense to recognize the probable payout percentage. PSUs will vest upon the Company achieving a cumulative 3-year non-GAAP operating income target for the applicable periods.
The table below sets forth a summary of our non-vested share grants in 2025, 2024, and 2023:
Restricted Stock Grants |
|
Shares |
|
|
Weighted Average |
|
|
Aggregate |
|
|||
Nonvested at December 31, 2023 |
|
|
1,223 |
|
|
|
81.02 |
|
|
$ |
98,493 |
|
Granted |
|
|
517 |
|
|
|
70.96 |
|
|
|
|
|
Vested |
|
|
(535 |
) |
|
|
74.66 |
|
|
$ |
37,078 |
|
Forfeited and other |
|
|
(57 |
) |
|
|
80.22 |
|
|
|
|
|
Nonvested at December 31, 2024 |
|
|
1,148 |
|
|
|
79.56 |
|
|
$ |
70,824 |
|
Granted |
|
|
547 |
|
|
|
55.22 |
|
|
|
|
|
Vested |
|
|
(341 |
) |
|
|
78.22 |
|
|
$ |
18,609 |
|
Forfeited and other |
|
|
(113 |
) |
|
|
86.62 |
|
|
|
|
|
Nonvested at December 31, 2025 |
|
|
1,241 |
|
|
|
68.59 |
|
|
$ |
61,275 |
|
The total unrecognized share-based compensation expense as of December 31, 2025, was approximately $51.4 million, relating to share grants, which was expected to be recognized over a weighted average period of approximately 2.4 years.
Stock Modification. During the twelve months ended December 31, 2023 we modified previously granted stock awards for two corporate officers who retired. The result of the modifications resulted in the acceleration of the vesting of 54,525 stock awards for the corporate officers. The incremental expense recorded for this modification was approximately $2.1 million, which was expensed in SG&A expense in the twelve months ended December 31, 2023.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 10, 2026 | Showing above |
| 2024 | Feb 14, 2025 | |
| 2023 | Feb 9, 2024 | |
| 2022 | Feb 10, 2023 | |
| 2021 | Feb 18, 2022 | |
| 2020 | Feb 22, 2021 | |
| 2019 | Feb 12, 2020 | |
| 2018 | Feb 21, 2019 | |
| 2017 | Feb 20, 2018 | |
| 2016 | Feb 27, 2017 | |
| 2015 | Mar 11, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.