Dr. Lu fails on two independent policy triggers: the proxy explicitly states he was the only director who did not attend at least 75% of board and committee meetings in 2025, and DIOD's stock has badly trailed its semiconductor peers over both 3 and 5 years during his long tenure, with no mitigating improvement in the 5-year record.

Ms. Button has served since 2021 and her entire tenure covers the 3-year period during which DIOD's stock fell nearly 25% while the peer group gained over 22%; the 5-year comparison similarly shows a gap of -32.9 percentage points versus the peer median, exceeding the 20-point threshold, so the longer track record provides no relief.

Ms. Bull joined in 2023, which means her tenure covers the bulk of the 3-year measurement window; while she joined after underperformance was already underway (a mitigating factor worth noting), she has been on the board for over 24 months and the 5-year comparison provides no relief, so the trigger applies.

Mr. Chen has served since 2020 and his tenure fully covers both the 3-year and 5-year measurement windows; DIOD shareholders lost roughly 18% over five years while the peer group gained nearly 15%, a gap of -32.9 percentage points that exceeds the 20-point threshold, meaning the longer track record confirms sustained underperformance rather than a temporary blip.

Mr. Yu is married to the niece of the Chairman and former CEO, which under the policy is a familial relationship with senior management that warrants a negative vote regardless of his qualifications; additionally, he has served on the board for over 24 months and DIOD's stock underperformance is severe enough (peer gap of -47.3 percentage points over 3 years) that even partial tenure overlap is a concern, and the 5-year record provides no relief.