SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

AMKOR TECHNOLOGY, INC.

(Name of Registrant as Specified In Its Charter)

(Names of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.
☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		(1)		Title of each class of securities to which transaction applies:
		(2)		Aggregate number of securities to which transaction applies:
		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)		Proposed maximum aggregate value of transaction:
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☐		Fee paid previously with preliminary materials.
☐		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)		Amount Previously Paid:
		(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing Party:
		(4)		Date Filed:

 

 

 

2045 East Innovation Circle

Tempe, Arizona 85284

April 12, 2021

To Our Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders of Amkor Technology, Inc. The Annual Meeting will be held on Tuesday, May 18, 2021 at 11:30 a.m. EDT. In light of the Covid-19 pandemic, for the safety of our stockholders, our directors, our officers and our employees, and taking into account federal, state and local guidance, we have determined that the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in person meeting. You may attend the Annual Meeting, submit questions and vote your shares electronically during the meeting via live webcast at www.meetingcenter.io/226422686. You will need the 15-digit control number printed on your proxy card to participate in the Annual Meeting. We recommend that you log in at least 15 minutes before the Annual Meeting to ensure you are logged in when the meeting starts.

The actions expected to be taken at the Annual Meeting are described in detail in the attached Proxy Statement and Notice of Annual Meeting of Stockholders.

We also encourage you to read our Annual Report. It includes information about our Company and our audited financial statements. A copy of our Annual Report was previously sent to you or is included with this proxy statement.

Please use this opportunity to take part in the affairs of Amkor by voting on the business to come before this meeting. Whether or not you plan to attend the virtual meeting in person, please complete, sign, date and return the accompanying proxy in the enclosed postage-prepaid envelope or submit your proxy by internet or telephone to ensure that your shares are represented at the Annual Meeting. Returning the proxy does NOT deprive you of your right to attend the meeting online and to vote your shares in person during the virtual Annual Meeting for the matters to be acted upon at the meeting.

Thank you for your continuing support.

 

AMKOR TECHNOLOGY, INC.

 

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on May 18, 2021

Dear Amkor Stockholder:

On Tuesday, May 18, 2021, Amkor Technology, Inc., a Delaware corporation, will hold its Annual Meeting of Stockholders. The meeting will begin at 11:30 a.m. EDT. In light of the Covid-19 pandemic, for the safety of our stockholders, our directors, our officers and our employees, and taking into account federal, state and local guidance, we have determined that the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in person meeting. You may attend the Annual Meeting, submit questions and vote your shares electronically during the meeting via live webcast at www.meetingcenter.io/226422686. You will need the 15-digit control number printed on your proxy card to participate in the Annual Meeting. We recommend that you log in at least 15 minutes before the Annual Meeting to ensure you are logged in when the meeting starts.

Only stockholders of record who held shares of Amkor common stock at the close of business on March 22, 2021 may vote at this meeting or any adjournments or postponements that may take place. A complete list of stockholders entitled to vote at the Annual Meeting will be available for examination by the stockholders for any purpose relating to the meeting at our principal executive offices at 2045 East Innovation Circle, Tempe, Arizona 85284 for a period of at least ten days prior to the meeting. If, due to Covid-19, our principal executive offices are closed during the ten days prior to the Annual Meeting, you may send a written request to our Corporate Secretary at our principal executive offices, and we will arrange a way for you to inspect the list.

The list also will be available at the virtual Annual Meeting at www.meetingcenter.io/226422686.

At the meeting, stockholders will consider and act upon the following matters:

 

1.

Election of the eleven directors named in the proxy statement;

 

2.

An advisory vote to approve the compensation of our named executive officers;

 

3.

Approval of the 2021 Equity Incentive Plan;

 

4.

Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2021; and

 

5.

Such other business as may properly come before the meeting and any adjournment or postponement.

The Board of Directors recommends that you vote in favor of proposals 1, 2, 3, and 4 as outlined in this proxy statement.

The approximate mailing date of this proxy statement and proxy card is April 12, 2021.

 

April 12, 2021

Tempe, Arizona

 

AMKOR TECHNOLOGY, INC.

 

 

PROXY STATEMENT

 

 

INFORMATION CONCERNING SOLICITATION AND VOTING

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of Amkor Technology, Inc. (“Amkor” or the “Company”). The proxies will be voted at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Tuesday, May 18, 2021, at 11:30 a.m. EDT, and any adjournment or postponement.

The Annual Meeting will be held virtually, via the Internet, at www.meetingcenter.io/226422686. At our virtual Annual Meeting stockholders will be able to attend, vote and submit questions via the Internet.

We intend to mail definitive copies of these proxy materials on or about April 12, 2021 to stockholders of record who held our common stock at the close of business on March 22, 2021.

The following is important information regarding the Annual Meeting and this proxy statement.

 

Q:	How can I attend the Annual Meeting?

 

A:

In light of the Covid-19 pandemic, for the safety of our stockholders, our directors, our officers and our employees, and taking into account federal, state and local guidance, we have determined that the Annual Meeting will be held in a virtual meeting format only, with no physical in-person meeting. You may attend the Annual Meeting, submit questions and vote your shares electronically during the meeting via live webcast at www.meetingcenter.io/226422686. You will need the 15-digit control number printed on your proxy card to participate in the Annual Meeting.

Stockholders as of our Record Date (as defined below) who attend and participate in our virtual Annual Meeting will have an opportunity to submit questions live via the Internet during a designated portion of the meeting. Stockholders must have available their 15-digit control number printed on their proxy card to submit questions.

We recommend that you log in at least 15 minutes before the Annual Meeting to ensure you are logged in when the meeting starts. We encourage you to carefully review the procedures needed to gain admission to our virtual Annual Meeting in advance at www.meetingcenter.io/226422686. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call the technical support number that will be posted on the virtual meeting login page.

 

Q:	What may I vote on?

 

A:

1.

The election of eleven nominees named in this proxy statement to serve on our Board of Directors;

2.

An advisory vote to approve the compensation of our named executive officers;

3.

Approval of the 2021 Equity Incentive Plan; and

4.

The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2021.

 

Q:	How does the Board recommend I vote on the proposals?

 

A:

The Board recommends a vote FOR each of the director nominees, FOR the approval, on an advisory basis, of the compensation of our named executive officers, FOR the approval of the 2021 Equity Incentive Plan, and FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2021.

 

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Q:	Who is entitled to vote?

 

A:

Stockholders of record as of the close of business on March 22, 2021 (the “Record Date”) are entitled to vote at the Annual Meeting. Each stockholder is entitled to one vote for each share of common stock held on the Record Date. As of the Record Date, 244,128,747 shares of Amkor’s common stock were outstanding.

 

Q:	How do I vote?

 

A:	Registered holders may vote:

•

In person at the virtual Annual Meeting by following the instructions at www.meetingcenter.io/226422686, using the 15-digit control number printed on your proxy card;

 

•

By mail by signing and dating each proxy card you receive and returning it in the postage-prepaid envelope; or

 

•

By internet or telephone, following the instructions on the proxy card.

If your shares are held by a bank, brokerage firm or other record holder, please refer to your proxy card or other information provided to you for instructions on how to vote.

If you hold your shares through a broker and do not provide your broker with specific voting instructions, under the rules that govern brokers in such circumstances, your broker will have the discretion to vote such shares on routine matters, but not on non-routine matters. Even though we are a Nasdaq-listed Company, the New York Stock Exchange (“NYSE”) rules govern how a broker licensed by the NYSE can vote shares it holds on behalf of stockholders of Nasdaq-listed companies. As a result:

 

•

Your broker will not have the authority to exercise discretion to vote your shares with respect to the election of directors, the advisory vote to approve the compensation of our named executive officers, or the approval of the 2021 Equity Incentive Plan because NYSE rules treat those matters as non-routine.

 

•

Your broker will have the authority to exercise discretion to vote your shares with respect to the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2021 because that matter is treated as routine under NYSE rules.

Because the proposals to be acted upon at the Annual Meeting include both routine and non-routine matters, we anticipate that brokers may return proxy cards that vote uninstructed shares “FOR” or “AGAINST” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021, but expressly state that the broker is NOT voting on the election of directors, the advisory vote to approve the compensation of our named executive officers, or the approval of the 2021 Equity Incentive Plan. A broker’s withholding of a vote, in this case with respect to the election of directors, the advisory vote with respect to the compensation of our named executive officers, and the approval of the 2021 Equity Incentive Plan, is referred to as a “broker non-vote”. Broker non-votes will not be counted as present or represented for purposes of determining whether stockholder approval of a matter has been obtained and thus will not have an effect on the outcome of the vote.

If you abstain from voting on the approval (on an advisory basis) of the compensation of our named executive officers (Proposal Two) or the approval of the 2021 Equity Incentive Plan (Proposal Three), the abstention will have the same effect as a vote against the proposal. If you abstain from voting on the election of directors (Proposal One), or on the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021 (Proposal Four), the abstention will not have an effect on the outcome of the vote.

 

Q.	What is the voting requirement to approve each of the proposals?

 

A.	In the election of directors (Proposal One), the eleven directors receiving the highest number of affirmative votes cast will be elected. Approval, on an advisory basis, of the compensation of our named executive

 

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officers (Proposal Two), approval of the 2021 Equity Incentive Plan (Proposal Three), and ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2020 (Proposal Four), require the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on that proposal at the Annual Meeting. Abstentions are not counted in the tally of votes FOR or AGAINST a proposal. A withheld vote is the same as an abstention.

 

Q:	What is a “quorum”?

 

A:

A “quorum” is a majority of the outstanding shares entitled to vote at the meeting being present at the meeting or represented by proxy. There must be a quorum for the meeting to be held and action to be validly taken. If you submit a properly executed proxy, even if you abstain from voting, then your shares will be counted toward the presence of a quorum. If a broker indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular matter (broker non-votes), those shares will not be counted as present or represented for purposes of determining whether stockholder approval of that matter has been obtained but will be counted for purposes of establishing a quorum. Virtual attendance at our Annual Meeting constitutes presence in person for purposes of quorum at the meeting.

 

Q:	How can I change my vote or revoke my proxy?

 

A:

If you are a registered holder, you have the right to revoke your proxy and change your vote at any time before the meeting by: (i) submitting a later-dated proxy by mail, internet or telephone; (ii) mailing a written notice of revocation to the attention of Amkor’s Corporate Secretary, Amkor Technology, Inc., 2045 East Innovation Circle, Tempe, Arizona 85284; or (iii) attending and voting in person at the virtual Annual Meeting. Attendance at the virtual Annual Meeting, in and of itself, will not constitute a revocation of a proxy. If your shares are held by a bank, brokerage firm or other record holder, please contact that firm or holder for instructions on how to change your vote or revoke your proxy.

 

Q:	What does it mean if I get more than one proxy card?

 

A:	It means you hold shares registered in more than one account. Submit all proxies to ensure that all your shares are voted.

 

Q:	Who can attend the Annual Meeting?

 

A:	All stockholders as of the Record Date may attend the virtual Annual Meeting via live webcast by following the instructions at www.meetingcenter.io/226422686 and will need the 15-digit control number printed on their proxy card.

 

Q:	How will voting on any other business be conducted?

 

A:

Although we do not know of any business to be considered at the Annual Meeting other than the proposals described in this proxy statement, if any other business is properly presented at the Annual Meeting, your proxy gives authority to James J. Kim, Amkor’s Executive Chairman, and Giel Rutten, Amkor’s President and Chief Executive Officer, to vote your shares on such matters at their discretion.

 

Q:	How and when may I submit proposals for the 2022 Annual Meeting of Stockholders?

 

A:

To have your proposal included in our proxy statement and form of proxy for the 2022 Annual Meeting of Stockholders, we must receive your written proposal no later than December 13, 2021. You may submit proposals after this date for consideration at the 2022 Annual Meeting of Stockholders, but we are not required to include any proposal submitted after this date in the proxy statement or proxy card.

 

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If you intend to submit a proposal or nomination for director for the 2022 Annual Meeting of Stockholders (but not seek inclusion of such proposal or nomination in the Company’s proxy materials), you must comply with the advance notice provisions in our bylaws. To be timely, we must receive written notice of your proposal no earlier than January 18, 2022 and no later than February 17, 2022.

All proposals must, under law, be an appropriate subject for stockholder action and must be submitted in writing to Amkor’s Corporate Secretary, Amkor Technology, Inc., 2045 East Innovation Circle, Tempe, Arizona 85284. You should also be aware of certain other requirements you must meet to have your proposal brought before the 2022 Annual Meeting of Stockholders. These requirements are explained in Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in our bylaws.

 

Q:	Who is soliciting proxies?

 

A:	This solicitation of proxies is made by the Board of Directors. All related costs will be borne by Amkor.

We have retained the services of Georgeson Inc. to aid in the distribution of our Annual Meeting materials to brokers, bank nominees and other institutional owners. We estimate we will pay Georgeson Inc. a fee of approximately $1,500 for such services.

Proxies may also be solicited by certain of Amkor’s officers and regular employees, without additional compensation, in person or by telephone or facsimile.

 

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PROPOSAL ONE

ELECTION OF DIRECTORS

At the Annual Meeting, the terms of our eleven incumbent directors will expire. Each of these eleven incumbent directors has been nominated to stand for election to the Board of Directors this year. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the election of the eleven nominees named below. Each nominee has consented to be named as a nominee in this proxy statement and to serve as a director if elected. Should any nominee become unable or decline to serve as a director or should additional persons be nominated at the meeting, the proxy holders intend to vote all proxies received by them in such a manner as will assure the election of as many nominees identified below as possible (and, if additional nominees have been designated by the Board to fill any vacancies, in such manner as to elect such additional nominees). Our nominees for the election of directors include seven independent directors, as defined in the applicable rules for companies traded on Nasdaq. At the recommendation of our Nominating and Governance Committee, the Board has selected the nominees to serve as directors for a one-year term until our next annual meeting and until their successor is duly elected and qualified, or their earlier resignation or removal. We expect that each nominee will be able to serve as a director.

Required Vote

Directors are elected by a plurality of votes cast, so the eleven candidates receiving the highest number of affirmative votes cast will be elected as directors. Votes withheld and broker non-votes are not counted toward the total votes cast in favor of a nominee.

Summary Information – Nominees for the Board of Directors

The Board considers various qualifications, characteristics and other factors when evaluating individual directors, as well as the composition of the Board as a whole. As part of this process, the Board and its Nominating and Governance Committee review the particular experiences, qualifications, attributes and skills of each nominee to determine if that person should stand for election to serve as a director of the Company.

Below is summary information about diversity, skills and experience of the slate of eleven director nominees and additional information regarding their independence, gender, age and tenure, and following the summary information are biographies of the nominees. The biographies of each of the nominees contain information regarding the person’s experience and director positions held currently or during the last five years and information regarding involvement in certain legal or administrative proceedings, to the extent applicable. They also highlight the particular experiences, qualifications, attributes or skills that caused the Nominating and Governance Committee and the Board to conclude that the person should be nominated to serve as a director of the Company.

 

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The slate of director nominees includes diverse candidates with a broad range of skills and experience. The tenure of director nominees, with a majority of the nominees having served for fewer than ten years, evidences a balance between experience and refreshment of the Board of Directors. The age of director nominees is fairly distributed over three age ranges, two of the eleven nominees are female, and three of the eleven nominees are ethnically diverse.

The Board unanimously recommends a vote FOR the

election of each of the nominees for director below.

Nominees for the Board of Directors

The following table sets forth the names and the ages as of March 31, 2021 of our eleven incumbent directors who are being nominated for re-election to the Board of Directors.

 

Name		Age				Position
James J. Kim			85			Executive Chairman of the Board
Susan Y. Kim			58			Executive Vice Chairman of the Board
Giel Rutten			63			President, Chief Executive Officer and Director
Douglas A. Alexander (1)(4)			59			Director
Roger A. Carolin (1)(2)(3)(4)			65			Director
Winston J. Churchill (1)(3)(4)			80			Lead Independent Director
Daniel Liao (4)			67			Director
MaryFrances McCourt (2)(4)			59			Director
Robert R. Morse (2)(3)(4)			65			Director
Gil C. Tily			67			Director
David N. Watson (3)(4)			62			Director

 

Notes

 

(1)	Member of Nominating and Governance Committee.

 

(2)	Member of Audit Committee.

 

(3)	Member of Compensation Committee.

 

(4)	Qualifies as “independent” under the definition set forth in the Nasdaq listing standards and U.S. Securities and Exchange Commission (“SEC”) regulations, as determined by the Board of Directors.

Biographies of Nominees for the Board of Directors

James J. Kim.    James J. Kim was appointed as Executive Chairman of the Board of Directors in October 2009. Mr. Kim served as our Chairman and Chief Executive Officer from September 1997 until October 2009. Mr. Kim founded our predecessor, Amkor Electronics, Inc., in 1968 and served as its Chairman from 1970 to April 1998. James J. Kim is the father of Susan Y. Kim, Executive Vice Chairman of our Board.

As a result of these and other professional experiences and his more than 50 years of service as our Chairman and Chief Executive Officer, Mr. Kim has a comprehensive understanding of the semiconductor industry and our business and possesses particular knowledge and experience in strategic planning and customer relationships, manufacturing and operations, and the finance areas relevant to the Company, which are among the key attributes that qualify Mr. Kim for election to our Board.

Susan Y. Kim.     Susan Y. Kim has been a director of Amkor since February 2015 and has served as Executive Vice Chairman of the Board of Directors since August 2020. Ms. Kim served as Vice Chairman of the Board of Directors from May 2020 to August 2020. Ms. Kim is an active philanthropist who also sits on the

 

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Board of Trustees of the Catholic Foundation of Greater Philadelphia and the Council of Emeritus Directors of the Philadelphia Orchestra. In the past she has served on numerous boards of directors, including the National Constitution Center, The Franklin Institute, the Gesu School, The Shipley School and EB Games Corp. Ms. Kim holds a B.A. in Sociology from Hamilton College. Susan Y. Kim is the daughter of James J. Kim, our Executive Chairman.

As a result of her service as a director on numerous boards, including a publicly traded consumer electronics company and several educational institutions and charitable organizations, and other professional experiences, Ms. Kim possesses particular knowledge and experience that qualify her for election to our Board.

Giel Rutten.    Giel Rutten was appointed President, Chief Executive Officer and a director of the Company in June 2020. Mr. Rutten joined Amkor in 2014 as Executive Vice President of Advanced Products and served in that role until he was appointed Executive Vice President of the Company in February 2020. Before joining Amkor, he served as Chief Executive Officer of Ledzworld, an LED technology company. Prior to that, he served as Senior Vice President for the Home Business Unit of NXP B.V. (formerly, Philips Semiconductors). Mr. Rutten first joined Philips Semiconductors in 1984 and took on various key management positions in the areas of general management, marketing, operations and engineering in Europe, Asia and the United States. Mr. Rutten holds a Master’s degree in Physics and Chemistry from the University of Nijmegen, the Netherlands, and has more than 30 years of experience in the global semiconductor industry.

As a result of these and other professional experiences, Mr. Rutten has a comprehensive understanding of the semiconductor industry and broad management experience in our business and possesses particular knowledge and experience in strategic planning, business development, technology, manufacturing and operations relevant to our business, which are among the key attributes that qualify Mr. Rutten for election to our Board.

Douglas A. Alexander.    Douglas A. Alexander has been a director of Amkor since February 2018. Mr. Alexander was an original member of the advisory board of Actua Corporation (formerly named ICG Group, Inc.), a multi-vertical cloud technology company. Mr. Alexander joined Actua full-time in September 1997 as Managing Director and was appointed President in January 2009 where he served until December 2017. During his tenure at Actua, Mr. Alexander served in many senior management roles including as: CEO of WiseWire Technologies, which was acquired by Lycos; CEO of ICG Europe; CEO of Traffic.com, which was acquired by Navteq; and CEO of Channel Intelligence, which was acquired by Google. Mr. Alexander has served on the boards of directors for GovDelivery, Procurian and Bolt and currently serves on the board of SponsorHouse, Inc., d/b/a Hookit. Mr. Alexander has also served as the Co-Chairman of the Philadelphia National Foundation for Teaching Entrepreneurship (NFTE) and is Chairman of the Management & Technology Executive Board at the University of Pennsylvania. Mr. Alexander holds a B.S. in Electrical Engineering from the University of Pennsylvania and a B.S. in Economics from the Wharton School of Business at the University of Pennsylvania.

As a result of these and other professional experiences, Mr. Alexander possesses particular knowledge and experience in the technology, mergers and acquisitions and executive management areas relevant to our business, which are among the key attributes that qualify Mr. Alexander for election to our Board.

Roger A. Carolin.    Roger A. Carolin has been a director of Amkor since February 2006. Mr. Carolin is currently a Venture Partner at SCP Partners, a multi-stage venture capital firm that invests in technology-oriented companies, a position he has held since 2004. Mr. Carolin works to identify attractive investment opportunities and assists portfolio companies in the areas of strategy development, operating management and intellectual property. Mr. Carolin co-founded CFM Technologies, Inc., a global manufacturer of semiconductor process equipment, and served as its Chief Executive Officer for 10 years until the company was acquired. Mr. Carolin formerly worked for Honeywell, Inc. and General Electric Co., where he developed test equipment and advanced computer systems for on-board missile applications. Mr. Carolin is a director of Innovation Solutions and Support, Inc. Mr. Carolin holds a Bachelor’s degree in Electrical Engineering from Duke University and an M.B.A. from the Harvard Business School.

 

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As a result of these and other professional experiences and his prior service on our Board, Mr. Carolin has a significant understanding of the semiconductor industry and our business and possesses particular knowledge and experience in the technology, new business opportunities, semiconductor supply chain, operations, management and finance areas relevant to our business, which are among the key attributes that qualify Mr. Carolin for election to our Board.

Winston J. Churchill.    Winston J. Churchill has been a director of Amkor since July 1998 and was appointed Lead Independent Director in August 2013. Mr. Churchill is the managing general partner of SCP Partners, a multi-stage venture capital firm that invests in life science companies. Mr. Churchill is also Chairman of CIP Capital Management, Inc., an SBA-licensed private equity fund. Previously, Mr. Churchill was a managing partner of Bradford Associates, which managed private equity funds on behalf of Bessemer Securities Corporation and Bessemer Trust Company. From 1967 to 1983, Mr. Churchill practiced law at the Philadelphia firm of Saul Ewing, LLP, where he served as Chairman of the Banking and Financial Institutions Department, Chairman of the Finance Committee and was a member of the Executive Committee. Mr. Churchill is a director of Recro Pharma, Inc., Baudax Bio, Inc., Innovative Solutions and Support, Inc. and of various SCP portfolio companies. In addition, he serves on the boards of a number of charities and as a trustee of educational institutions including the Gesu School and as Chairman of the Young Scholars Charter School. He is a Trustee Fellow of Fordham University and a former Trustee of Georgetown University. From 1989 to 1993, Mr. Churchill served as Chairman of the Finance Committee of the Pennsylvania Public School Employees’ Retirement System.

As a result of these and other professional experiences and his prior service on our Board, Mr. Churchill has a significant understanding of our business and possesses particular knowledge and experience in the technology, corporate governance, finance and legal areas relevant to our business, which are among the key attributes that qualify Mr. Churchill for election to our Board.

Daniel Liao.    Daniel Liao has been a director of Amkor since May 2019. Mr. Liao is currently the Senior Advisor of Asia Pacific Regions for Lam Corporation, a position that he has held since February 2020. Mr. Liao served as a senior executive at Lam Research, a semiconductor processing equipment company, from 1993 until his retirement in February 2020, at which time he was serving as Chairman of Lam Asia Pacific Operations (Taiwan, China and Southeast Asia regions). During his career at Lam, he was a major contributor to the global product development, strategic planning and growth of Lam’s Asia Pacific business. Prior to joining Lam, Mr. Liao held engineering management and technology leadership positions at Integrated Device Technology in Santa Clara from 1988 to 1993 and Intel Corporation in Livermore and Santa Clara from 1984 to 1988. Mr. Liao holds a Bachelor’s degree in Electrical Engineering from National Cheng Kung University in Taiwan and a Master’s degree in Electrical Engineering and Applied Physics from Case Western Reserve University.

As a result of these professional experiences, Mr. Liao has a thorough understanding of the semiconductor industry and broad management experience and possesses particular knowledge and experience in product development, strategic planning, technology and manufacturing, which are among the key attributes that qualify Mr. Liao for election to our Board.

MaryFrances McCourt.    MaryFrances McCourt has been a director of Amkor since February 2018. Ms. McCourt is Vice President for Finance and Treasurer at the University of Pennsylvania (“UPenn”). In her role, Ms. McCourt leads UPenn’s cash and short-term investment and capital financing strategies and oversees UPenn’s financial functions. Ms. McCourt is responsible for the University’s multi-year financial planning efforts and collaborates closely with UPenn Medicine leadership on its growth and financial planning. She directly manages the strategic and operational direction of a variety of functions, including the Comptroller’s Office, financial training, global support services, research services, risk management and insurance, student registration and financial services and the Treasurer’s Office. Prior to joining UPenn, Ms. McCourt was the Senior Vice President and Chief Financial Officer at Indiana University. Ms. McCourt has also served in financial management positions for Agilysis, Inc., a diversified enterprise focused on technology and enterprise

 

9

system solutions. She earned her bachelor’s degree magna cum laude from Duke University and an M.B.A. from Case Western University.

As a result of these and other professional experiences, Ms. McCourt possesses particular knowledge and experience in the finance, treasury and executive management areas relevant to our business, which are among the key attributes that qualify Ms. McCourt for election to our Board.

Robert R. Morse.    Robert R. Morse has been a director of Amkor since February 2013. Mr. Morse is currently serving as Executive Chairman of Bridge Investment Group Partners and its affiliates, a real estate fund manager, and as Chairman and Chief Executive Officer of PMC Partners, a private equity firm. Prior to that, Mr. Morse served in various positions with Citi and Salomon Smith Barney since the 1980s, including Chief Executive Officer of Citi’s Asia Institutional Client Group and Global Head of Investment Banking. Mr. Morse is a graduate of Yale University, the Harvard Graduate School of Business and the Harvard Law School.

As a result of these and other professional experiences, Mr. Morse possesses particular knowledge and experience in the accounting, finance, capital markets, mergers and acquisitions and international operations areas relevant to our Company, which are among the key attributes that qualify Mr. Morse for election to our Board.

Gil C. Tily.    Gil C. Tily has been a director of Amkor since May 2019 upon his retirement as Amkor’s Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary. Since July 2020, Mr. Tily has also served, in his capacity as a director, in the Board’s newly-created Strategic Oversight Role, through which he provides additional strategic oversight of the management and business of the Company. Prior to joining Amkor in 2007, Mr. Tily was a partner in the law firm of Dechert LLP where he worked for 28 years. Mr. Tily holds an A.B. in Politics from Princeton University and a J.D. from the University of Pittsburgh School of Law.

As a result of these professional experiences, Mr. Tily has broad management experience in our business and possesses particular knowledge and experience in our operations, executive management and corporate governance, finance and legal areas relevant to our business, which are among the key attributes that qualify Mr. Tily for election to our Board.

David N. Watson.    David N. Watson has been a director of Amkor since August 2014. Mr. Watson is currently serving as the President and Chief Executive Officer of Comcast Cable. Prior to his current role, Mr. Watson served as the Executive Vice President and Chief Operating Officer of Comcast Cable, where he was responsible for day-to-day operations of the cable division, including sales and marketing of cable video, high-speed Internet and voice services, as well as oversight of the three operating divisions and Comcast Spotlight, the advertising sales unit. Before joining Comcast Cable in 1991, he served for seven years with Comcast Cellular Communications, Inc., first as Senior Vice President of sales and marketing and later as President. Previously, he headed sales and marketing efforts at Bell Atlantic Mobile and Metrophone.

As a result of these and other professional experiences, Mr. Watson has broad management experience, and possesses particular knowledge and experience in the marketing, technology, and operations areas relevant to our business, which are among the key attributes that qualify Mr. Watson for election to our Board.

 

10

CORPORATE GOVERNANCE

Board and Committee Meetings

The Board of Directors held seven meetings during 2020. All directors attended at least 75% of all Board of Directors and applicable committee meetings.

The Board has established an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. In addition, in August 2020 the Board temporarily established a Capital Allocation Committee, which was dissolved in October 2020 upon completion of its responsibilities.

All committee members are appointed by the Board of Directors.

Audit Committee

We have a separately designated Audit Committee. The current members of the Audit Committee are Mr. Carolin, Ms. McCourt and Mr. Morse. Mr. Carolin currently serves as the Chairman of the Audit Committee.

Our Board of Directors has determined that each of Mr. Carolin, Ms. McCourt and Mr. Morse meets the independence and financial sophistication requirements set forth in the Nasdaq listing standards and SEC regulations. In addition, the Board has determined that each of Mr. Carolin, Ms. McCourt and Mr. Morse qualifies as an “audit committee financial expert” as defined in SEC regulations. If re-elected to the Board, it is expected that Mr. Carolin, Ms. McCourt and Mr. Morse will serve on the Audit Committee, with Mr. Carolin serving as Chairman of the Audit Committee. The responsibilities of the Audit Committee include:

 

•

pre-approving all audit, audit-related and non-audit services provided to Amkor by Amkor’s independent registered public accounting firm;

 

•

appointing, compensating, retaining and overseeing the work of the independent registered public accounting firm;

 

•

reviewing and providing guidance with respect to the external audit and Amkor’s relationship with its independent registered public accounting firm;

 

•

reviewing and discussing with management and the independent registered public accounting firm the contents of periodic reports filed with the SEC and Amkor’s earnings releases;

 

•

reviewing and approving related party transactions (unless such review and approval is conducted by another independent body of the Board of Directors);

 

•

reviewing and providing guidance regarding Amkor’s internal audit function;

 

•

discussing with management and internal audit representatives the activities, organizational structure and qualifications of our internal audit function;

 

•

reviewing any significant findings presented by management or internal auditors regarding the effectiveness of, or any deficiencies in, the design or operation of internal control over financial reporting and any fraud, whether or not material, that involves management or other employees who have a significant role in our internal control over financial reporting, and reviewing before release the disclosure regarding Amkor’s system of internal control over financial reporting required under SEC rules to be contained in Amkor’s periodic filings and the attestations or reports by the independent auditors relating to such disclosure;

 

•

overseeing compliance with the requirements of the SEC for disclosure of the services provided by our independent registered public accounting firm and Audit Committee members, member qualifications and activities;

 

•

reviewing any legal matters that our general counsel has concluded could have a significant impact on our financial statements;

 

11

•

reviewing our policies and practices with respect to financial risk assessment and financial risk management;

 

•

instituting special investigations as and when the Audit Committee determines appropriate and necessary;

 

•

annually reviewing its own charter, structure, processes and membership requirements; and

 

•

establishing procedures for the confidential, anonymous submission by employees of concerns about questionable accounting or auditing matters.

The Board of Directors has adopted a written charter for the Audit Committee, a copy of which is available on our website under the heading “Company Overview > Corporate Governance” at https://ir.amkor.com. During 2020, the Audit Committee met eleven times. In executing its responsibilities, Audit Committee members regularly communicate with our management and independent registered public accounting firm.

Compensation Committee

The current members of the Compensation Committee are Messrs. Churchill, Carolin, Morse and Watson. Mr. Churchill currently serves as the Chairman of the Compensation Committee. Our Board of Directors has determined that each of Messrs. Churchill, Carolin, Morse and Watson meets the independence requirements set forth in the Nasdaq listing standards and SEC regulations. The responsibilities of the Compensation Committee include:

 

•

annually reviewing and approving the compensation, including annual base salaries and annual incentive opportunities, and benefits of, and compensation policies for, our executive officers;

 

•

reviewing, approving and/or making recommendations to the Board regarding director compensation;

 

•

reviewing, approving and/or making recommendations to the Board regarding all forms of compensation to be provided to our Chief Executive Officer and all of our other executive officers, and reviewing, approving and/or making recommendations to the Board regarding general compensation goals, guidelines and bonus criteria for our employees;

 

•

conducting an annual performance review of, and setting annual performance goals for, the Chief Executive Officer and reporting to the Board regarding such matters;

 

•

administering and interpreting the terms and conditions of all current and future equity incentive plans;

 

•

reviewing, approving and/or making recommendations to the Board, as appropriate, regarding other plans that provide for compensation to our employees and directors;

 

•

reviewing and approving any material amendments to our 401(k) plan;

 

•

assessing and monitoring risks related to the Company’s compensation policies and practices,

 

•

reviewing and approving the compensation discussion and analysis and committee report for inclusion in our annual proxy statement;

 

•

authorizing the repurchase of shares from terminated employees;

 

•

periodically reviewing and re-examining the Compensation Committee’s structure, processes and membership and making recommendations to the Board for any proposed changes; and

 

•

annually reviewing the adequacy of its charter.

In addition, periodically, or as deemed appropriate, the Compensation Committee shall, with advice from independent compensation consultants and review of comparative data: (i) review and discuss with the Board the Company’s philosophy, processes and procedures for the consideration and determination of non-employee

 

12

director compensation; (ii) evaluate the amount and type of director compensation, including the allocation between cash and equity-based compensation; and (iii) recommend to the Board the appropriate level of director compensation.

The Board has adopted a written charter for the Compensation Committee, a copy of which is available on our website under the heading “Company Overview > Corporate Governance” at https://ir.amkor.com. During 2020, the Compensation Committee met seven times.

Nominating and Governance Committee

The current members of the Nominating and Governance Committee are Messrs. Churchill, Alexander and Carolin. Mr. Churchill currently serves as the Chairman of the Nominating and Governance Committee. Our Board of Directors has determined that each of Messrs. Churchill, Alexander and Carolin meets the independence requirements set forth in the Nasdaq listing standards and SEC regulations. The responsibilities of the Nominating and Governance Committee include:

 

•

evaluating the current composition, organization and governance of the Board and its committees, including a review of the appropriateness of the continued service of any Board member who changes the position or responsibility that he or she held when he or she was elected to the Board, and making recommendations regarding such matters to the Board;

 

•

periodically assessing desired Board qualifications, expertise and characteristics for potential Board members and evaluating and proposing nominees for election to the Board;

 

•

developing policies and procedures regarding the review and recommendation of nominees for director;

 

•

overseeing the Board of Directors’ performance evaluation process;

 

•

evaluating and making recommendations to the Board of Directors concerning the appointment of directors to Board committees, the selection of committee chairs and the proposal of a slate of nominees for election to the Board of Directors;

 

•

evaluating and recommending termination of individual directors in accordance with the Board’s governance principles;

 

•

periodically reviewing and re-examining the Nominating and Governance Committee’s charter, structure processes and membership and making recommendations to the Board of Directors;

 

•

developing and recommending Corporate Governance Guidelines for the Board of Directors and periodically reviewing these guidelines as well as our corporate governance practices and procedures;

 

•

periodically reviewing our Code of Business Conduct;

 

•

monitoring and periodically reviewing the Company’s new director orientation program; and

 

•

periodically reviewing continuing education for members of the Board.

The Board has adopted a written charter for the Nominating and Governance Committee, which is available on our website under the heading “Company Overview > Corporate Governance” at https://ir.amkor.com. During 2020, the Nominating and Governance Committee met five times.

The Nominating and Governance Committee’s goal is to ensure that the Board of Directors is made up of individuals of high integrity, personal character and ethical standards and that the Board reflects a diverse range of professional backgrounds and experience relevant to our business. In the biographies of each of the nominees to the Board described above, we highlighted the experiences and qualifications that were among the most important to the Nominating and Governance Committee and Board in concluding that each such nominee should

 

13

serve on our Board. The Nominating and Governance Committee determines the required selection criteria and qualifications of director nominees based upon the needs of our Company at the time nominees are considered. The Nominating and Governance Committee considers factors including character, judgment, independence, age, expertise, length of service, other commitments and diversity in experience and background, including (but not limited to) race, gender or gender identity, sexual orientation, professional background and geographic and industry experience, that will strengthen the Board’s collective qualifications, skills and experience and contribute to the Board’s performance of its responsibilities in the oversight of our business.

The Nominating and Governance Committee will consider the above factors for nominees identified by the Nominating and Governance Committee. The Nominating and Governance Committee uses the same process for evaluating all nominees, regardless of the original source of nomination. The Nominating and Governance Committee does not currently use the services of any third party search firm to assist in the identification or evaluation of Board member candidates. The Nominating and Governance Committee may, however, use such services in the future as it deems necessary or appropriate.

It is the policy of the Nominating and Governance Committee to consider both recommendations and nominations from stockholders for candidates to the Board of Directors. Stockholders wishing to recommend a candidate for consideration by the Nominating and Governance Committee for election to the Board of Directors can do so by writing to our Corporate Secretary at our principal executive offices. Stockholders shall give (i) such candidate’s name, home and business contact information, (ii) a representation that the nominating person intends to appear in person or by proxy at the meeting to nominate the candidate, (iii) if known, the class and total number of shares of Amkor stock beneficially owned by the candidate, (iv) a description of all arrangements or understandings between the nominating person and the candidate and any other person (naming such person) pursuant to which the nomination is being made, (v) detailed biographical data and qualifications, including such candidate’s age and principal occupation, (vi) written indication of the candidate’s willingness to serve if elected, (vii) the nominating person’s name and address, (viii) evidence of the nominating person’s ownership of Amkor stock and (ix) a representation whether the nominating person intends, or is part of a group which intends, to deliver a proxy statement and/or form of proxy to holders of at least the percentage of Amkor’s outstanding stock required to elect the candidate and/or otherwise to solicit proxies from stockholders in support of the nomination. Nominations for consideration at the 2022 Annual Meeting of Stockholders must be received by our Corporate Secretary no later than February 17, 2022.

Capital Allocation Committee

In August 2020, the Board temporarily constituted the Capital Allocation Committee, a special committee of independent directors with the purpose of reviewing, and recommending to the full Board any changes to, the Company’s capital allocation policy. The Capital Allocation Committee consisted of Messrs. Carolin, Churchill and Morse. During 2020, the Capital Allocation Committee met five times. The Capital Allocation Committee was dissolved in October 2020 upon completion of its responsibilities.

Director Independence

The Board of Directors has determined that each of Messrs. Alexander, Carolin, Churchill, Liao, Morse, and Watson and Ms. McCourt is independent under the Nasdaq listing standards and SEC rules. In reaching a determination that Mr. Churchill is independent under the Nasdaq listing standards and SEC rules, the Board of Directors considered certain relationships between entities affiliated with Mr. Churchill and entities affiliated with James J. Kim. These relationships include transactions, investments or partnerships in which Mr. Churchill and Mr. Kim, or entities affiliated with them, have a direct or indirect financial interest. None of these relationships involved Amkor. The Board determined that Mr. Churchill satisfies the independence requirements set forth by both Nasdaq and the SEC. In reaching a determination that Mr. Morse is independent under the Nasdaq listing standards and SEC rules, the Board considered investments which Mr. Kim has in funds affiliated with an entity in which Mr. Morse has an interest. These investments do not involve Amkor. The Board determined that Mr. Morse satisfies the independence requirements set forth by both Nasdaq and the SEC.

 

14

Communications with the Board of Directors

Although we do not currently have a formal policy regarding communications with the Board of Directors, stockholders may communicate with the Board of Directors by writing to us at Amkor Technology, Inc., Attention: Corporate Secretary, 2045 East Innovation Circle, Tempe, Arizona 85284. Stockholders who would like their submission directed to a particular Board member may so specify and the communication will be forwarded, as appropriate.

Corporate Governance Guidelines and Codes of Ethics

Our Board has adopted Corporate Governance Guidelines, a Code of Business Conduct which applies to all of our officers and employees worldwide, and a separate Director Code of Ethics which applies to our directors. These documents are available on our website under the heading “Company Overview > Corporate Governance” at https://ir.amkor.com.

Board Leadership Structure

As part of its review of Amkor’s overall corporate governance practices, the Board of Directors periodically reviews its leadership structure. James J. Kim, Amkor’s founder, serves as the Executive Chairman of the Board of Directors. Amkor has a separate President and Chief Executive Officer who is also a member of the Board of Directors. As a result of this structure, Amkor continues to benefit from Mr. Kim’s extensive experience in the semiconductor industry and management expertise based on his longstanding leadership role. Amkor also benefits from the expertise and broad management experience that our President and Chief Executive Officer, Mr. Rutten, brings to the Board.

Mr. John T. Kim served as Vice Chairman of the Board through May 2020, at which time he concluded his service as a member of the Board and Ms. Susan Y. Kim was appointed to the role of Vice Chairman of the Board. Ms. Kim served as Vice Chairman of the Board from May 2020 to August 2020, when she was appointed Executive Vice Chairman of the Board. In addition to her prior duties as Vice Chairman, which include assisting the Chairman of the Board, presiding over meetings of the Board in the absence of the Chairman, and such other duties and responsibilities as set forth in the bylaws or determined by the Board or the Chairman from time to time, in her role as Executive Vice Chairman, Ms. Kim works closely with the Company’s senior executives in formulating Company strategy.

The Board has established the position of Lead Independent Director of the Board. The Lead Independent Director is responsible for coordinating the activities and agenda for the Board’s independent directors, serving as liaison between the Chairman and the Board’s independent directors, advising the Chairman regarding the flow of information from management necessary for the independent directors to effectively and responsibly perform their duties, consulting with the Chief Executive Officer regarding any concerns of the other directors, and such other responsibilities as set forth in our Corporate Governance Guidelines. The independent directors have designated Winston J. Churchill to serve as Lead Independent Director of the Board.

We believe this Board structure is effective for Amkor and an appropriate allocation of leadership responsibilities.

Executive Sessions

Consistent with our Corporate Governance Guidelines, the non-employee directors of the Board regularly hold executive sessions. The Audit Committee, in accordance with its charter, meets separately with our Chief Financial Officer throughout the year to review our financial affairs, and meets separately in sessions with the independent registered public accounting firm, internal auditors, general counsel and other members of management at such times the Audit Committee deems appropriate to fulfill its responsibilities under the charter. The Nominating and Governance Committee and the Compensation Committee also meet in executive session as deemed appropriate.

 

15

Risk Oversight

The Board is responsible for overseeing Amkor’s risk management process and views risk oversight as one of the important functions it performs as a Board of Directors. While the Board is ultimately responsible for risk oversight, Board committees assist the Board in fulfilling this oversight responsibility through periodic meetings and discussions with management and Company advisors and report to the full Board with respect to certain categories of risk.

With the assistance of the Nominating and Governance Committee, the Board has identified certain categories of risk to the Company, assigned oversight responsibility with respect to those risks to the Board as a whole and delegated to its committees specific categories of risk based on the particular functions and responsibilities of such committees.

As part of its overall responsibility for risk oversight, the Board directly oversees, among other areas, business strategy, customer and industry trends, financial performance, liquidity and capital expenditures, operations, insurance coverage, intellectual property, cybersecurity, research and development, labor and human resources and litigation. Senior management regularly, and at least annually, briefs the Board regarding cybersecurity and other information security matters relevant to the Company. The Audit Committee is responsible for, among other areas, financial risk oversight including issues related to financial reporting and accounting, internal controls, disaster recovery, fraud and taxes. The Compensation Committee assesses and monitors risks related to our compensation practices and other related areas. The Nominating and Governance Committee has responsibility for oversight of risks related to, among other areas, the Company’s corporate governance policies and practices that help position the Board to effectively carry out its risk oversight responsibility. In August 2020, the Board temporarily constituted the Capital Allocation Committee, a special committee of independent directors, with the purpose of reviewing, and recommending to the full Board any changes to, the Company’s capital allocation policy. The Capital Allocation Committee was dissolved in October 2020 upon completion of its responsibilities.

Amkor’s management is responsible for day-to-day risk management. Management’s responsibilities include identifying, evaluating and addressing potential risks that may exist at the enterprise, strategic, financial and operating levels and the development of processes for mitigating these risks. At periodic meetings of the Board and its committees and in other meetings and discussion, management reports to and seeks guidance from the Board and its committees, as applicable, with respect to matters that could affect the Company’s risk profile, strategic plans, risk mitigation strategies and other aspects of the Company’s business. The Board oversees and monitors management in the execution of its risk oversight role. Effective July 2020, the Board created a new Strategic Oversight Role, the purpose of which is to provide additional strategic oversight of the management and business of the Company with respect to the CEO leadership transition, strategic initiatives, business risk and succession planning. At such time, the Board appointed Mr. Tily, in his capacity as a director, to serve in the Strategic Oversight Role.

Annual Meeting Attendance

All directors are encouraged, but not required, to attend our Annual Meeting. All of the directors who were serving on the Board at the time of the 2020 Annual Meeting of Stockholders attended the 2020 Annual Meeting of Stockholders.

Certain Relationships and Related Transactions

Related Party Transactions

As of February 28, 2021, Mr. James J. Kim, the Executive Chairman of our Board of Directors, and members of his immediate family and related trusts and affiliates beneficially owned approximately 58.2% of our outstanding common stock.

 

16

Review and Approval of Related Party Transactions

We review all relationships and transactions in which we and our directors, executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. Management is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related party transactions and for then determining, based on the facts and circumstances, whether we or a related party have a direct or indirect material interest in the transaction. As required under SEC rules, transactions that are determined to be directly or indirectly material to us or a related party are disclosed in our proxy statement. In addition, pursuant to the Audit Committee Charter, the Audit Committee reviews and approves related party transactions in accordance with Nasdaq rules. In the course of its review and approval of a disclosable related party transaction, the Audit Committee considers:

 

•

whether the transaction is in the best interest of the Company and its stockholders;

 

•

the nature of the related party’s interest in the transaction;

 

•

the material terms of the transaction, including, without limitation, the amount and type of transaction;

 

•

the importance of the transaction to the related party;

 

•

whether the transaction would impair the judgment of a director or executive officer to act in our best interest; and

 

•

any other matters the Audit Committee deems appropriate.

Any member of the Audit Committee who is a related party with respect to a transaction under review may not participate in the deliberations or vote respecting approval of the transaction, provided, however, that such director may be counted in determining the presence of a quorum at an Audit Committee meeting.

Compensation Committee Interlocks and Insider Participation

During 2020, the Compensation Committee of our Board of Directors consisted of Messrs. Churchill, Carolin, Morse and Watson. No member of the Compensation Committee was an officer or employee of Amkor or any of Amkor’s subsidiaries during 2020 or had any relationship requiring disclosure under SEC regulations. None of Amkor’s Compensation Committee members or executive officers has served on the board of directors or on the compensation committee of any other entity whose executive officers served on our Board of Directors or on our Compensation Committee.

Anti-Hedging, Anti-Pledging and Clawback Policies

The Company’s policies prohibit directors, officers and employees from engaging in hedging or derivative transactions with respect to Company securities. The policies specifically identify as prohibited transactions short sales, failing to deliver sold securities, put or call options, swaps, spread bets, collars, and forward sales contracts. The policies also prohibit placing Company securities in a margin account or pledging Company securities as collateral for a loan. In addition, the Company’s Clawback Policy allows the Company to recoup all or a portion of a participant’s award granted pursuant to the Company’s Amended and Restated Executive Incentive Bonus Plan (the “Executive Bonus Plan”) if the Company is required to restate its financial statements resulting in the financial results being reduced (such that the award or any portion thereof would not have been paid) and the Company determines that the participant engaged in intentional misconduct or fraud that resulted in such restatement.

 

17

DIRECTOR COMPENSATION

Our director compensation program is designed to provide an appropriate incentive to attract and retain highly qualified non-employee directors and to align their interests with the long-term interests of our stockholders. The Compensation Committee is responsible for reviewing the equity and cash compensation for directors on an annual basis and making recommendations to the Board if it determines changes are needed. The Compensation Committee periodically reviews and considers information from its independent compensation consultant regarding the amounts and type of compensation paid to non-employee directors at companies within the same peer group the Compensation Committee utilizes to assess executive compensation. For 2020, the Compensation Committee recommended no changes to the director compensation program.

Annual Retainer and Fees

During 2020, non-employee directors received an annual cash retainer, which was paid quarterly, and certain directors received fees for serving in certain Board positions. The cash retainer and the fees were pro-rated for service lasting for less than a year. Non-employee directors also received fees for attendance at Board and committee meetings. The cash compensation structure for our non-employee directors for 2020 is set forth in the following table.

 

Annual Retainer for Board Members		$	60,000
Additional Annual Retainers:
Lead Independent Director			25,000
Executive Vice Chairman (1)			100,000
Vice Chairman (1)			25,000
Audit Committee Chairman			25,000
Compensation Committee Chairman			15,000
Nominating and Governance Committee Chairman			10,000
Strategic Oversight Role (2)			75,000
Capital Allocation Committee (3)			10,000
Fee per Board and Committee Meeting attended in person			2,000
Fee per Board and Committee Meeting attended telephonically			1,000

 

Notes

 

(1)

Mr. John T. Kim served as Vice Chairman of the Board through May 2020, at which time he concluded his service as a member of the Board and Ms. Susan Y. Kim was appointed to the role of Vice Chairman of the Board. In August 2020, the Board appointed Ms. Susan Y. Kim as Executive Vice Chairman of the Board. In light of her increased responsibilities in such position, and the expected time commitment, the historical pay practices of the Company with respect to this function, and the previous advice of the Compensation Committee’s independent consultant with respect to this position, the Board established the annual fee for such role at $100,000.

 

(2)

Effective July 2020, the Board created a new Strategic Oversight Role, the purpose of which is to provide additional strategic oversight of the management and business of the Company with respect to the CEO leadership transition, strategic initiatives, business risk and succession planning. At such time, the Board appointed Mr. Tily, in his capacity as a director, to serve in the Strategic Oversight Role and approved the payment of an annual fee of $75,000 for Mr. Tily’s service in this role.

 

(3)

During 2020, the Board temporarily constituted the Capital Allocation Committee, a special committee of independent directors with the purpose of reviewing, and recommended to the full Board any changes to, the Company’s capital allocation policy. The Capital Allocation Committee consisted of Messrs. Carolin, Churchill and Morse, each of whom was paid, in addition to the regular committee attendance fees, an additional one-time fee of $10,000 in recognition of their extraordinary efforts serving on such committee.

 

18

In addition to the cash retainer and fees described above, we also reimburse directors for travel and other reasonable out-of-pocket expenses incurred by them in attending Board and committee meetings. Directors who are also employees or officers of Amkor, including Mr. James J. Kim, our Executive Chairman, and Mr. Giel Rutten, our President and Chief Executive Officer, do not receive annual retainers or meeting fees for their service on our Board of Directors.

Equity Compensation

Upon re-election to the Board of Directors at our 2020 Annual Meeting, each non-employee director was granted an option to purchase 20,000 shares of our common stock with an exercise price equal to its then fair market value of $9.83 per share and was granted restricted stock having a fair market value on the grant date of $60,000, in each case automatically under the terms of the Amkor Technology, Inc. Second Amended and Restated 2007 Equity Incentive Plan (as amended, the “2007 Equity Plan”). Additionally, the 2007 Equity Plan provides that when an individual first becomes a non-employee director, such director is automatically granted an initial grant of an option to purchase 20,000 shares of our common stock with an exercise price equal to its then fair market value and an initial grant of restricted stock having a fair market value on the grant date of $60,000, in each case pro-rated for the period of service from the date on which such individual first becomes a director to the date of the Company’s next annual meeting.

Automatic director option grants vest, and restrictions on automatic restricted stock grants lapse, in full on the earlier of the first anniversary of the grant date or the date of the first annual meeting of the Company following the grant date, subject to the director’s continuous service on the Board. Vested options remain exercisable for a period of two years following the date on which the director ceases to be a member of the Board or the tenth anniversary of the grant date, whichever is sooner. Subject to certain customary exceptions, unvested options and restricted stock for which restrictions have not yet lapsed are forfeited if a director ceases to be a member of the Board of Directors. In the event of a change in control, the options and restricted stock will be treated as the plan administrator determines in accordance with the 2007 Equity Plan, including, without limitation, assumption or grant of a substitute award by the successor or acquiring Company. If the successor or acquiring Company does not either assume or provide a substitute award, each option award will immediately vest and become exercisable in full and the restrictions on each restricted stock award will immediately lapse.

Our stock ownership guidelines for non-employee directors require non-employee directors to directly or indirectly own shares of our common stock equal in value to five times their annual cash retainer (within a five-year period). Non-employee directors are expected to retain 50% of the after-tax shares of common stock acquired or retained upon the exercise of a stock option or vesting of a restricted stock award until such director satisfies the stock ownership guidelines. As of December 31, 2020, all of our non-employee directors either owned more than the minimum level of our common stock or are otherwise in compliance with the stock ownership guidelines.

 

19

Summary Director Compensation Table for 2020

The following table shows compensation information for our Executive Chairman and non-employee directors for the year ended December 31, 2020.

 

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)(2)(5)				Option Awards ($)(3)(4)(5)				Non-Equity Incentive Plan Compensation ($)				All Other Compensation ($)				Total ($)
James J. Kim, Executive Chairman (1)			846,000				—				—				1,660,500				96,593	(6)			2,603,093
Susan Y. Kim, Executive Vice Chairman			157,562				60,000				97,690				—				—				315,252
John T. Kim (Former Director) (7)			17,000				—				—				—				—				17,000
Douglas A. Alexander			102,000				60,000				97,690				—				—				259,690
Roger A. Carolin			146,000				60,000				97,690				—				—				303,690
Winston J. Churchill, Lead Independent Director			170,000				60,000				97,690				—				—				327,690
Daniel Liao			99,000				60,000				97,690				—				—				256,690
MaryFrances McCourt			105,000				60,000				97,690				—				—				262,690
Robert R. Morse			120,000				60,000				97,690				—				—				277,690
Gil C. Tily			143,500				60,000				97,690				—				619,662	(8)			920,852
David N. Watson			99,000				60,000				97,690				—				—				256,690

 

Notes

 

(1)

Mr. James J. Kim is an employee and is compensated for his services as our Executive Chairman of the Board as an employee, rather than as a non-employee director. He does not earn fees for his service as a member of the Board. His compensation is approved annually by the Compensation Committee. Mr. James J. Kim’s 2020 non-equity incentive compensation opportunity was based on the same performance criteria approved by the Compensation Committee for our executive officers, as described below in the Compensation Discussion and Analysis. As an employee, Mr. James J. Kim is also provided health and welfare benefits generally available to our employees.

 

(2)

The amounts in the Stock Awards column reflect the aggregate grant date fair value of restricted stock awards for the year ended December 31, 2020, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC 718”). Assumptions used in the calculation of these amounts are included in Note 2 to our Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 19, 2021. For a description of the vesting schedule relating to the restricted stock, see “Equity Compensation” above. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

 

(3)

The amounts in the Option Awards column reflect the aggregate grant date fair value of such awards for the year ended December 31, 2020, calculated in accordance with FASB ASC 718. Assumptions used in the calculation of these amounts are included in Note 2 to our Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 19, 2021. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

 

(4)

Under our director compensation program, non-employee directors received an annual grant of 20,000 stock options upon re-election. For 2020, stock options were granted on May 19, 2020 with an exercise price of $9.83, the closing price of our common stock on the date of grant. The options will become fully exercisable on May 19, 2021.

 

(5)	Total stock options outstanding as of December 31, 2020 for Amkor’s directors (other than Mr. Rutten, whose information is provided on the Summary Compensation Table) are as follows: Mr. James J. Kim — 450,000; Ms. Susan Y. Kim — 125,000; Mr. Alexander — 64,657; Mr. Carolin — 160,000; Mr. Churchill

 

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— 100,000; Mr. Liao — 40,000; Ms. McCourt — 46,657; Mr. Morse — 160,000; Mr. Tily — 115,000; and Mr. Watson — 140,000. Total stock awards outstanding held by Amkor’s directors (other than Mr. Rutten, whose information is provided on the Summary Compensation Table) as of December 31, 2020 are as follows: Mr. James J. Kim — 0; Ms. Susan Y. Kim — 6,106; Mr. Alexander — 6,106; Mr. Carolin — 6,106; Mr. Churchill — 6,106; Mr. Liao — 6,106; Ms. McCourt — 6,106; Mr. Morse — 6,106; Mr. Tily — 6,106; and Mr. Watson — 6,106.

 

(6)	This amount reflects reimbursements by the Company for certain personal travel expenses by Mr. James J. Kim and his family in accordance with Company policy, as approved by the Compensation Committee. This reimbursement is calculated based on actual expenses incurred.

 

(7)	Mr. John T. Kim concluded his service as a member of the Board effective May 19, 2020, the date of our last Annual Meeting.

 

(8)

With respect to Mr. Tily’s “Other Compensation,” $586,538 relates to severance payments made under his retirement agreement and $33,124 relates to the cost to the Company of continued health care premiums provided to Mr. Tily pursuant to his retirement agreement. The terms of Mr. Tily’s retirement agreement were previously disclosed.

EXECUTIVE OFFICERS

The name, age, position and a brief account of the business experience of our Chief Executive Officer and each of our other executive officers as of March 31, 2021 is set forth below.

 

Name		Age				Position
Giel Rutten			63			President and Chief Executive Officer
Megan Faust			47			Executive Vice President and Chief Financial Officer
Mark N. Rogers			55			Executive Vice President, General Counsel and Corporate Secretary
John C. Stone			64			Executive Vice President, Chief Sales Officer
YoungKuk Park			62			Executive Vice President of Worldwide Manufacturing Operations and President, Amkor Technology Korea

Giel Rutten.    For a brief biography on Mr. Rutten, please see “Proposal One — Election of Directors.”

Megan Faust.    Megan Faust has served as Executive Vice President and Chief Financial Officer since November 2019 and served as Corporate Vice President and Chief Financial Officer from September 2016 until then. Ms. Faust had served as the Company’s Senior Vice President, Corporate Controller since 2013 and Corporate Controller since 2010. Prior to joining the Company in 2005, Ms. Faust served as an auditor with KPMG LLP for 10 years. Ms. Faust was appointed to the board of directors of Rogers Corporation in December 2020. She holds an M.B.A. from Arizona State University and a Bachelor’s degree in Accountancy from Northern Arizona University and is a Certified Public Accountant in Arizona.

Mark N. Rogers.    Mark N. Rogers was appointed Executive Vice President, General Counsel and Corporate Secretary in June 2019. Mr. Rogers has more than 28 years of corporate legal and transaction experience, including more than four years at ON Semiconductor, where he served most recently, from February 2017 through June 2019, as Senior Vice President, Assistant General Counsel and Assistant Corporate Secretary. Mr. Rogers’ work experience also includes more than 11 years with Insight Enterprises, from April 2003 through December 2014, as Associate General Counsel and in other positions in the law department. Mr. Rogers holds an A.B in History and an A.B. in French Civilization from Brown University and a J.D. from New York University School of Law.

John C. Stone.    John C. Stone has served as our Executive Vice President, Chief Sales Officer since July 2020. Prior to assuming his current position, he served as our Executive Vice President, North America and

 

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Europe Sales & Marketing from February 2020 to July 2020 and as our Executive Vice President of Worldwide Sales & Marketing from July 2013 to February 2020. Previously, Mr. Stone served as Corporate Vice President for U.S. IDM Sales since 2011 and as Senior Vice President of Southwest Region Sales since 2006. Mr. Stone has also held various other senior sales management positions since joining Amkor in 2002. He has over 30 years of industry experience in semiconductor package engineering, sales and sales management, including executive and management positions with ChipPAC, Kyocera America, Sumitomo America and General Electric Ceramics. Mr. Stone holds a Bachelor’s degree in Engineering from Purdue University.

YoungKuk Park.    YoungKuk Park was appointed as our Executive Vice President of Worldwide Manufacturing Operations and as President of our subsidiary Amkor Technology Korea, Inc. (“ATK”) in March 2019. Prior to assuming his current role, Mr. Park served as Corporate Vice President of Manufacturing at Amkor Technology Korea since 2018, and as Corporate Vice President of Manufacturing at Amkor Technology Philippines from 2016 to 2018. Prior to his role in the Philippines, Mr. Park served as Corporate Vice President and Head of Corporate Manufacturing in Korea. Since joining Amkor, Mr. Park has also held various key management positions in operations, industrial engineering, quality assurance, research and development, human resources, and process engineering. Mr. Park has over 30 years of experience in the semiconductor industry and holds a Bachelor’s degree from the Department of Electronics Engineering at Konkuk University in Seoul, Korea.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

The primary objectives of our executive compensation program are to attract highly qualified individuals for positions of substantial responsibility and to provide incentives for them to perform to the best of their abilities to promote the success of our business and build long-term value for our stockholders. The outsourced semiconductor packaging and test market is very competitive. To compete effectively, we need key senior management with the talent, leadership and commitment to manage and operate our business, develop effective business strategies, differentiate our products and services and anticipate and respond effectively to new challenges. To achieve these objectives, we offer a competitive compensation package consisting primarily of base salary, performance-based annual cash bonus opportunities and equity-based awards. Historically, our executive compensation program has had an emphasis on cash compensation to minimize long-term shareholder dilution, among other considerations.

In determining the compensation of our named executive officers for 2020, the Compensation Committee considered the economic environment, the uncertainty arising from the Covid-19 pandemic, the Company’s outlook for 2020, the Company’s financial results, the views of our Executive Chairman, the contributions of our named executive officers that are not fully reflected in our financial results, the highly competitive nature of the Company’s industry and compensation data provided from time to time by the Compensation Committee’s independent compensation consultant. The Compensation Committee recognizes the need to attract, retain and motivate a team of highly qualified and dedicated senior executives who are critical to the long-term success of the Company.

The Compensation Committee also considers the results of the Company’s advisory vote regarding the compensation of our named executive officers, which is held on an annual basis consistent with the preference expressed by our stockholders. The majority of our stockholders approved the compensation of the named executive officers at our last Annual Meeting, with approximately 82% of the votes cast voting in favor of approval. We view the result of this non-binding vote as an indication that our shareholders are generally supportive of our executive compensation program and policies.

 

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Objectives and Philosophy of Executive Compensation Program

The objectives of our compensation program guide our Compensation Committee in designing pay packages with a mix of fixed and variable compensation to enable the Company to recruit, motivate and retain key executives while maintaining a competitive cost structure. The Compensation Committee reviews proposed compensation packages with our Chief Executive Officer in determining compensation packages for our key executives (other than our Chief Executive Officer). The Compensation Committee and Chief Executive Officer also consult with the Executive Chairman in determining compensation packages.

Given the competitive and highly cyclical nature of our business, the Compensation Committee retains the flexibility to design an executive compensation structure that allows for a mix of cash, equity and other forms of compensation (e.g., benefits) that meets the overall compensation program objectives. The Compensation Committee does not target short-term versus long-term and cash versus non-cash compensation at a specific percentage of an executive officer’s overall compensation opportunity. Instead, the Compensation Committee retains the flexibility to allocate compensation opportunities within these categories as it deems appropriate to achieve our overall compensation objectives.

Historically, the Compensation Committee and our Chief Executive Officer, in consultation with our Executive Chairman, have evaluated and monitored the effectiveness of our overall executive compensation arrangements on an ongoing basis. The Compensation Committee retains FW Cook, an independent compensation consultant, to assist with reviewing the Company’s compensation structure for executives, including the standard elements of base salary, performance-based annual cash bonuses, equity incentive programs and the selection of comparison companies for providing data to be used when evaluating our executive compensation arrangements. The Compensation Committee has considered the data provided by its compensation consultant from time to time as part of its determination of whether the overall level of compensation for each of our named executive officers is reasonable in light of market conditions. The Compensation Committee does not use the data to establish any element of compensation at a particular benchmark or percentile level.

The Compensation Committee reviews and approves the compensation for our executive officers, including our Chief Executive Officer. It is the practice of the Compensation Committee to review with the other independent directors and the Executive Chairman our Chief Executive Officer’s compensation. In setting our executive officers’ overall compensation, the Compensation Committee generally considers a variety of factors related to the Company’s performance, including, in the case of our 2020 annual bonus program for executives, an anticipated return to growth in 2020 following an inventory correction in the semiconductor market in 2019 and balancing incentives for revenue with incentives for operating income. Other factors typically considered by the Compensation Committee include the achievement of financial and operating business objectives, our fiduciary and corporate responsibilities, competitive practices and trends, regulatory requirements and individual performance.

Compensation of our New Chief Executive Officer

As previously disclosed, on June 17, 2020, the Board appointed Giel Rutten as President and Chief Executive Officer, succeeding Stephen D. Kelley, and elected Mr. Rutten as a director. In recognition of Mr. Rutten’s achievements in driving Company performance and stockholder value in his previous role of Executive Vice President, and the Board’s desire to retain Mr. Rutten as President and Chief Executive Officer, in connection with Mr. Rutten’s appointment as President and Chief Executive Officer, the Company entered into an employment offer letter with Mr. Rutten setting forth the terms of his employment (the “Rutten Agreement”). The Compensation Committee and Executive Chairman considered a number of factors when evaluating Mr. Rutten’s CEO promotion compensation, including providing an appropriate incentive for his service and performance going forward. The material elements of the Rutten Agreement are summarized below.

 

23

Base Salary.    Mr. Rutten’s base salary was set at $850,000, effective June 17, 2020, and is subject to periodic adjustment at the discretion of the Board.

Annual Incentive Bonus.    Subject to the terms and conditions of the Company’s Executive Bonus Plan, Mr. Rutten is eligible each year for a cash bonus with a target amount equal to 135% of his then-current salary, pro-rated for 2020.

Equity Awards.    In connection with his appointment as President and Chief Executive Officer, Mr. Rutten received the following equity awards under the Company’s 2007 Equity Plan: (i) an option to purchase 375,000 shares of the Company’s common stock at a purchase price per share equal to the fair market value of such shares on the grant date; and (ii) 375,000 restricted shares of the Company’s common stock. The option and restricted stock awards will vest quarterly over three years at the rate of 31,250 restricted shares and 31,250 option shares per quarter. In addition, each award will vest in full upon Mr. Rutten’s death or the termination of his employment by the Company due to his disability. In the event of a Change in Control (as defined in the 2007 Equity Plan), each award will be treated as the plan administrator determines in accordance with the 2007 Equity Plan. If the successor or acquiring company does not assume or provide a substitute for the awards, the awards will fully vest in connection with such Change in Control. The Compensation Committee set Mr. Rutten’s equity compensation after consideration of the likely range in the value of our stock price over the vesting period.

Severance Terms.    Upon termination of Mr. Rutten’s employment by the Company without “cause” or by Mr. Rutten for “good reason,” each as defined in the Rutten Agreement, subject to the execution and non-revocation of a release of all claims against the Company, and subject to Mr. Rutten abiding by the terms of certain restrictive covenants, Mr. Rutten will be entitled to: continuation of his then-current base salary for an 18-month period; a pro-rata bonus for the year of termination determined based on the actual bonus, if any, he would have been paid for such year absent such termination; and payment of health insurance premiums for up to 18 months.

Other Benefits.    Mr. Rutten is eligible for housing-related benefits associated with his posting in Singapore and for participation in various employee benefit plans and programs, as in effect from time to time, on the same terms and conditions as apply to the Company’s executive officers or Singapore-based personnel generally.

At Will Employment.    Mr. Rutten’s employment with the Company continues to be on an at will basis.

Departure of Former CEO

On June 17, 2020, Mr. Stephen D. Kelley ceased serving as the Company’s President and Chief Executive Officer and member of the Board. Mr. Kelley entered into a Separation and Release Agreement with the Company effective July 4, 2020. Pursuant to the agreement, Mr. Kelley will serve as a consultant to the Company for a period of twelve months from his separation date. The agreement provides for him to receive: (i) a lump sum of $470,000 and continuation of his base salary for a 30-month period; (ii) a lump sum amount equal to the bonus he would have been paid, if any, under the Company’s Executive Bonus Plan when payments are made to participants generally under the plan; (iii) a lump sum of $1,062,500, which is the prorated amount of his annual service bonus that would have been due to him in January 2021; (iv) costs of outplacement services for up to six months; and (v) payment of health insurance premiums for up to 18 months. Further, Mr. Kelley’s unvested stock options and shares of restricted stock and vested stock options were treated in accordance with the terms of the applicable award agreements. The agreement also contains confidentiality, non-competition, non-solicitation, non-disparagement and other customary provisions and includes a general release by Mr. Kelley.

In February 2021, pursuant to the terms of his Separation and Release Agreement, Mr. Kelley was paid $951,750 for amounts earned in 2020 under the Executive Bonus Plan, which reflected the Company’s actual performance and his pro-rated service during 2020.

 

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Risk Assessment

In connection with the preparation of this proxy statement, the Compensation Committee reviewed and evaluated the Company’s executive compensation and general compensation policies and practices. As part of that process, the Compensation Committee evaluated whether such policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee considered a number of factors, including the key components of the Company’s compensation programs and the relative weighting of those components as part of overall compensation, as well as the considerations enumerated by the SEC. The Compensation Committee also considered the facts that base salary, which represents a meaningful portion of each executive’s overall compensation opportunity, is not performance-based and, based on information provided by the Company’s compensation consultant, the determination that total compensation of the Company’s executives is all well within market norms. Prior to the Compensation Committee’s review, members of the executive management team (in consultation with the Company’s outside legal counsel) also reviewed the Company’s compensation policies and practices and considered whether those policies and practices are likely to encourage inappropriate risk-taking by executives or other employees. Based on the foregoing, the Compensation Committee concluded that the Company’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

Independence of Compensation Committee

All members of the Compensation Committee have been determined by the Board of Directors to be independent directors in accordance with Nasdaq and SEC rules. The Compensation Committee operates under a written charter that has been approved by the Board of Directors, a copy of which is available on our website under the heading “Company Overview > Corporate Governance” at https://ir.amkor.com.

Our Compensation Program Rewards Individual and Company Performance

Our compensation program is designed to reward high levels of performance at company and individual levels. Our key executive incentive compensation components currently consist of cash bonuses and equity grants, both of which are designed to reward our company-wide performance and superior individual performance. In addition, given the volatility of our industry and the impact that volatility has on our variable pay, we also strive to provide competitive base salaries in order to ensure a baseline level of stable income and health and welfare benefits in order to promote the well-being of our executives.

Our Chief Executive Officer reviews the performance of each of his direct reports on an ongoing basis. Based on this ongoing assessment of performance, our Chief Executive Officer makes recommendations regarding the compensation (other than his own) of our executive officers.

Our compensation program is designed to reward performance rather than longevity of service. We do not maintain a pension program for our U.S.-based executives. Our U.S.-based executives are eligible to participate in the 401(k) plan that is generally available to U.S. employees. All salary increases and non-benefit related compensation other than base salary are structured in a manner that rewards performance, not length of service.

Our long-term incentive program has historically consisted of stock option and restricted stock grants that vest over time. The intrinsic nature of a stock option is that it will only provide value to the executives to the extent our stock price increases over the life of the stock option. Restricted stock provides a base level of long-term incentive compensation vesting over time that promotes the retention of key employees and ties executive compensation to the creation of long-term stockholder value through appreciation in the Company’s stock price.

Elements of our Compensation Program

The Company provides two main types of compensation — fixed compensation and variable compensation. Fixed elements of compensation are not correlated directly to any measure of the Company’s performance and

 

25

include items such as (i) base salary, (ii) 401(k) matching contributions, (iii) health and welfare benefits and (iv) limited perquisites and supplemental benefits. Variable elements of compensation are based on performance and include such items as annual performance bonuses and equity awards in the form of options to purchase shares of our common stock, restricted stock, or similar equity-based incentives. Although the Company does not have a policy obligating us to provide severance benefits to terminated executives or employees, the Company has provided severance benefits to certain executives and other employees on a discretionary basis.

Base Salary

The Compensation Committee believes that the primary purpose of base salaries is to provide a stable source of income in order to attract and retain key executives. We also use base salary increases to reward high performing executives and to recognize increases in the scope of an individual’s responsibilities. We seek to set base salaries at a level that is sufficient to be attractive to current and prospective executives. The primary factors we consider when setting base salaries include the experience and expertise of the individual, the value of the position to our organization and ongoing strategy, the competitive market environment, internal equity considerations and the input of our Chief Executive Officer and our Executive Chairman.

In February 2020, our then-Chief Executive Officer, Mr. Kelley, recommended, and the Compensation Committee approved, an increase in Mr. Rutten’s base salary from $485,000 to $500,000 (to be paid in Singapore Dollars) in recognition of Mr. Rutten’s performance in 2019 and the contribution he was expected to make to the Company in 2020. Mr. Kelley did not recommend, and the Compensation Committee did not approve, increases in the base salaries of any of our other named executive officers.

With respect to Mr. Kelley, in February 2020 the Compensation Committee approved an increase in base salary from $895,000 to $940,000, in consideration of Mr. Kelley’s performance as President and Chief Executive Officer.

Upon Mr. Rutten’s promotion to CEO in 2020, the Compensation Committee increased his salary to $850,000 based on his industry experience, tenure with the Company, and the salary of his predecessor, whose salary reflected long tenure in the role.

In February 2021, the Compensation Committee approved salary increases for certain of our named executive officers as follows: Ms. Faust’s base salary was increased from $450,000 to $550,000, Mr. Rogers’ base salary was increased from $500,000 to $520,000, and Mr. Stone’s base salary was increased from $550,000 to $570,000.

Annual Incentive Opportunities

We have generally paid cash bonuses to our executives based on the executive’s performance and our financial results. Cash bonuses, if any, are typically paid in the year following the year during which performance was measured. The primary purpose of cash bonuses is to focus the attention of key executives on our operational and financial performance. In addition, our cash bonus program allows us to set individual and Company-wide goals that are viewed as critical to our overall success on an ongoing basis. This provides us with the flexibility to adapt our focus and goals as business priorities and executives’ roles change over time. Bonuses are paid to executives with respect to the financial performance goals for a given year only if the performance goals approved by the Compensation Committee are achieved. Furthermore, even if such performance goals are achieved, the Compensation Committee retains the discretion to reduce an executive’s earned bonus based on such factors as it determines relevant.

Bonus opportunities for the named executive officers for 2020 were established by the Compensation Committee under the Company’s Executive Bonus Plan. The Compensation Committee set target bonus opportunities for the Company’s Executive Bonus Plan in February 2020. In setting the target bonus

 

26

opportunities for 2020, the Compensation Committee considered, among other factors, alignment of executive compensation with creation of stockholder value, an anticipated return to growth in 2020 following an inventory correction in the semiconductor market in 2019 and how to balance incentives for revenue with incentives for operating income. For 2020, the Executive Bonus Plan provided each participant with a target bonus amount that could be earned based on achievement of the following performance goals: (i) Net Sales (weighted at 35%); (ii) Operating Income (weighted at 35%); and (iii) Discretionary/Individual Performance (weighted at 30%). For purposes of the Executive Bonus Plan, Net Sales and Operating Income were determined based on net sales and operating income as reported in our audited consolidated financial statements, to be adjusted for extraordinary items such as legal settlements and accruals, sales, costs and other charges associated with mergers and acquisitions and other items as approved by the Compensation Committee.

The following table sets forth the target bonus levels for 2020. Upon assuming the CEO role in 2020, Mr. Rutten’s target bonus was set at the same level as our former President and CEO.

 

Name		Target Bonus as a Percentage  of Base Pay
James J. Kim		135%
Executive Chairman (1)
Giel Rutten		135
President and Chief Executive Officer (2)
Stephen D. Kelley		135
Former President and Chief Executive Officer (3)
Megan Faust		75
Executive Vice President and Chief Financial Officer
Mark N. Rogers		75
Executive Vice President, General Counsel and Corporate Secretary
John C. Stone		75
Executive Vice President, Chief Sales Officer (4)
YoungKuk Park		75
Executive Vice President of Worldwide Manufacturing Operations and President, Amkor Technology Korea

 

Notes

 

(1)	While Mr. James J. Kim is an employee, he is not an executive officer. He has been included here because his incentive compensation for 2020 was established based on the same performance criteria approved by the Compensation Committee for our executive officers.

 

(2)	In connection with his promotion to President and Chief Executive Officer, effective June 17, 2020, Mr. Rutten’s bonus target was increased from 75% to 135%. His 2020 bonus payment was prorated based on the effective date of his new bonus target.

 

(3)	Pursuant to the terms of his Separation and Release Agreement, Mr. Kelley received a lump sum amount equal to the bonus he would have been paid under the Executive Bonus Plan when payments were made to participants generally under the plan.

 

(4)	Mr. Stone’s title was changed from Executive Vice President, Worldwide Sales & Marketing to Executive Vice President, North America and Europe Sales & Marketing in February 2020, and was then changed to Executive Vice President, Chief Sales Officer in July 2020.

For 2020, the Executive Bonus Plan used the following payout formula:

 

•

a threshold, target and maximum level of performance was established with respect to (i) Net Sales and (ii) Operating Income;

 

27

•

0% of the target bonus amount was to be paid if less than the threshold levels of performance were achieved with respect to the Net Sales and Operating Income performance goals;

 

•

100% of the target bonus amount was to be paid if the target levels of performance were achieved with respect to the Net Sales and Operating Income performance goals; and

 

•

150% of the target bonus amount was to be paid if the maximum levels of performance were achieved with respect to the Net Sales and Operating Income performance goals.

For 2020, the Net Sales threshold was $4,325 million, the target was $4,600 million, and the maximum level of performance was $4,800 million. The Operating Income threshold was $233 million, the target was $333 million, and the maximum level of performance was $403 million. A similar scale of 0% to 150% was set for the Individual Performance goals. The Net Sales, Operating Income and Individual Performance goals operated independently. In the event that the performance for either goal was greater than the threshold but less than the target, or greater than the target but less than the maximum, the payout for the metric would be pro-rated on a straight-line basis. In all events, under the Executive Bonus Plan, the payout for each performance metric is capped at 150% and participants are capped at an aggregate bonus equal to 150% of their target bonus amount.

In February 2021, the Compensation Committee considered the Net Sales attainment for 2020, which was $5,051 million, and the Operating Income attainment for 2020, which was $457 million. The attainment for each of these performance goals exceeded the maximum level of performance established by the Compensation Committee, resulting in a maximum payout of 150% for each of the Net Sales and Operating Income performance goals in accordance with the pre-established payout formula. The Compensation Committee also considered the individual performance of our named executive officers and Mr. James J. Kim during 2020. In light of the Company’s achievement of several significant financial milestones during 2020 and progress on key strategic initiatives despite the challenges of the Covid-19 pandemic, the Compensation Committee determined that achievement of the Individual Performance goal for each of our named executive officers and Mr. James J. Kim should be set at 150% for 2020. As a result of these considerations, based on the level of achievement in 2020 and in accordance with the pre-established payout formula, the Compensation Committee approved bonuses for the named executive officers and Mr. James J. Kim as set forth below:

 

Name		2020 Target Bonus				2020 Actual Bonus				2020 Actual Bonus (as % of Target)
James J. Kim		$	1,107,000			$	1,660,500				150%
Giel Rutten (1)			792,910				1,189,365				150%
Stephen D. Kelley (2)			1,269,000				951,750				75%
Megan Faust			337,500				506,250				150%
Mark N. Rogers			375,000				562,500				150%
John C. Stone			412,500				618,750				150%
YoungKuk Park (3)			300M (KW	)			450M (KW	)			150%

 

Notes

 

(1)	Mr. Rutten’s target bonus and actual bonus give effect to his change in salary and bonus percentage in June 2020 as a result of his appointment as President and Chief Executive Officer of the Company.

 

(2)	Mr. Kelley’s target bonus and actual bonus give effect to the increase in his base pay in February 2020 and his actual bonus reflects the terms of his Separation and Release Agreement dated June 17, 2020.

 

(3)

The amount reflected in the 2020 Actual Bonus column is the amount that Mr. Park was entitled to receive under the Executive Bonus Plan, based on the level of achievement in 2020. As discussed in the immediately following paragraph, Mr. Park’s actual bonus payment, which is reflected in the 2020 Summary Compensation Table, was reduced by (i) the amount of his bonus payment for 2020 under the ATK Bonus Program (described below) and (ii) the amount of the Company’s contributions on behalf of Mr. Park to the ATK defined contribution plan.

 

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ATK Bonus Program 

Mr. Park, whose principal place of employment is in Korea, is the only named executive officer who participates in the ATK Bonus Program, which is a discretionary cash bonus program available to all employees of Amkor Technology Korea, Inc. (“ATK”). In order to avoid duplication of bonus payments for Mr. Park, who is also eligible for the Company’s Executive Bonus Plan, any amounts payable to Mr. Park under the ATK Bonus Program reduce the payments for which he is eligible under the Executive Bonus Plan. Based on ATK performance, $53,332 earned under the ATK Bonus Program offset the amount earned by Mr. Park under the Company’s Executive Bonus Plan in 2020.

Long-Term Incentive Compensation

The Company has granted equity-based awards to executives from time to time, typically in the form of stock options or restricted stock with time-based vesting requiring continued service through each vesting date. The primary purpose of granting equity-based awards is to align our executives and stockholders with a common goal of long-term stockholder value creation. The Compensation Committee believes that stock options issued with exercise prices equal to fair market value on the date of grant that have a time-based vesting requirement can be an effective retention and incentive tool because the stock options only produce value to the extent that the executive continues to be employed by us and the stock price increases, which in turn creates value for all stockholders. The Compensation Committee also believes that restricted stock grants are an appropriate incentive compensation tool because they provide a base level of long-term incentive compensation vesting over time that promotes the retention of key employees and ties executive compensation to the creation of long-term stockholder value through appreciation in the Company’s stock price.

Historically, the Chief Executive Officer typically consulted with other senior executive officers and our Executive Chairman regarding his recommendations for the number of stock option and restricted stock awards granted to our executive officers (other than the Chief Executive Officer) and the frequency of grants. The Compensation Committee, with the assistance of data provided periodically by its compensation consultant, reviews the recommendations from the Chief Executive Officer, and makes awards as it deems appropriate. Although a number of factors are considered, the number of stock option and restricted stock awards granted to our executive officers is determined on a case-by-case and discretionary basis, rather than on a formula basis. Factors considered include individual performance potential, retention and competitive market-based compensation packages. The number of stock option and restricted stock awards granted to our Chief Executive Officer and the frequency of grants to him is determined in the discretion of the Compensation Committee. It is the practice of the Compensation Committee to review such grants to the Chief Executive Officer with the other independent members of the Board and the Executive Chairman.

As discussed above under the section titled “Chief Executive Officer Compensation,” in connection with his appointment in June 2020, our new Chief Executive Officer was awarded the following equity awards under the Company’s 2007 Equity Plan: (i) an option to purchase 375,000 shares of the Company’s common stock at a purchase price per share equal to the fair market value of such shares on the grant date; and (ii) 375,000 restricted shares of the Company’s common stock. The option and restricted stock awards vest quarterly over three years at the rate of 31,250 restricted shares and 31,250 option shares per quarter. In addition, each award will vest in full upon the Chief Executive Officer’s death or the termination of his employment by the Company due to his disability. In the event of a Change in Control (as defined in the 2007 Equity Plan), each award will be treated as the plan administrator determines in accordance with the 2007 Equity Plan. If the successor or acquiring company does not assume or provide a substitute for the awards, the awards will fully vest in connection with such Change in Control.

In light of the equity grants made in 2019, including those made in connection with new hirings and promotions, and consistent with the historical compensation philosophy of our Executive Chairman and Compensation Committee that equity compensation should not be the primary component of our compensation

 

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program, none of our other named executive officers were awarded equity-based long-term incentive awards during 2020.

In February 2021, the Compensation Committee began a shift away from stock options toward the use of a mix of performance-vested restricted stock units (“PSUs”) and time-vested restricted stock units (“RSUs”), with a focus on PSUs, in order to provide recipients with incentives that are more closely aligned with the Company’s key priorities. The Compensation Committee granted, effective February 11, 2021, PSUs and RSUs to our Executive Chairman and certain of our named executive officers as follows: Mr. Kim, 32,680 target PSUs and 10,893 RSUs; Ms. Faust, 22,876 target PSUs and 7,625 RSUs; Mr. Rogers, 19,608 target PSUs and 6,536 RSUs; and Mr. Stone, 19,608 target PSUs and 6,536 RSUs. Subject to the terms of the applicable award agreements, the PSU awards will vest based upon the attainment of a two-year cumulative GAAP EPS goal, subject to adjustment for material acquisitions and divestitures as set forth in the award agreements, and grantees are given the opportunity to earn between 0% and 200% of target. Subject to the terms of the executed award agreements, the RSU awards will vest in four equal installments on February 11, 2022, February 11, 2023, February 11, 2024, and February 11, 2025, at the rate of 25% per installment, such that 100% of the RSU awards will be vested on February 11, 2025.

In February 2021, Mr. Rutten was granted 50,000 restricted shares of the Company’s common stock under the Company’s 2007 Equity Incentive Plan. Subject to the terms of the applicable award agreement, the award will vest in ten equal quarterly installments, at the rate of 5,000 shares per quarter, beginning with the initial vesting on April 30, 2021, and ending with the final vesting on July 30, 2023.

Timing of Grants.    The Compensation Committee has not granted, nor does it intend in the future to grant, stock options to executives in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement. In addition, discretionary stock option grants may not be made during certain “blackout” periods established in connection with the public release of earnings information. Similarly, the Compensation Committee has not timed, nor does it intend in the future to time, the release of material nonpublic information based on stock option grant dates.

Stock Ownership Guidelines

Our named executive officers are expected to own shares of our common stock equal in value to a multiple of the executive’s salary or a specified number of shares, whichever is less. The Chief Executive Officer is expected to hold the lesser of 100% of his annual base salary or 100,000 shares. Each other named executive officer of the Company is expected to hold the lesser of 50% of his/her annual base salary or 50,000 shares. Executive officers have five years from the date on which they first become subject to the stock ownership requirement to achieve this ownership level. As of February 28, 2021, each named executive officer owned the required number of shares or was otherwise in compliance with the stock ownership guidelines.

Clawback Policy

Participants in our Executive Bonus Plan are subject to our Clawback Policy, which allows the Company to recoup all or a portion of a participant’s award granted pursuant to the Executive Bonus Plan if the Company is required to restate its financial statements resulting in the financial results being reduced (such that the award or any portion thereof would not have been paid) and the Company determines that the participant engaged in intentional misconduct or fraud that resulted in such restatement.

Severance Benefits

Although we do not have a policy obligating us to provide severance benefits to terminated executives or employees, the Company has provided severance benefits to certain executives and other employees on a

 

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discretionary basis. Mr. Rutten’s compensation arrangement (described above) includes a provision regarding severance benefits payable upon his termination of employment under certain circumstances. These severance benefits are described further in the “Potential Payments Upon Termination or Change in Control” section below.

With the exception of the foregoing, we do not have any employment, severance or change-in-control arrangements in place with any of our current named executive officers.

Other Compensation Elements

Health and Welfare Benefits.    Our executives are eligible to participate in health and welfare benefit programs that are generally available to substantially all salaried, full-time employees, as determined by the country of their employment.

Retirement Benefits.    We do not have a pension plan in place for U.S. employees or executives. We do offer a tax-qualified 401(k) savings plan that, subject to Internal Revenue Service (“IRS”) limits, allows U.S. executives and employees to contribute a portion of their cash compensation on a pre-tax basis to an account that is eligible to receive matching contributions. We match employee contributions at a rate of 100% of the amount of compensation deferred by each participant, up to a maximum matching contribution of $10,000 per year.

Perquisites and Personal Benefits.    In addition to the health and welfare benefits generally available to all salaried, full-time employees, the Company also pays for our executive officers to obtain an annual medical screening. Although it makes up a small portion of total compensation for our named executive officers, the purpose of this compensation element is to promote the continuous well-being of our executives and to ensure that our most critical employees are able to devote their attention to our ongoing success.

Tax and Accounting Considerations

The Tax Cuts and Jobs Act (the “Tax Act”) eliminated the “performance-based compensation” exemption from the $1 million cap on deductibility under Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”), effective January 1, 2018.

Notwithstanding the Tax Act, the Compensation Committee retains the flexibility to pay compensation that is not entirely deductible where the Compensation Committee determines doing so to be appropriate.

For accounting purposes equity awards are measured at their fair value at the date of grant with the resulting compensation expense recognized ratably over the service period which is generally the vesting period of the award.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis for the year ended December 31, 2020. Based on such review and discussion, the Compensation Committee recommended to the Board of Directors, and the Board of Directors has approved, that the Compensation Discussion and Analysis be included in this proxy statement.

This report is submitted by the Compensation Committee.

Winston J. Churchill, Chair

Roger A. Carolin

Robert R. Morse

David N. Watson

 

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2020 Summary Compensation Table

The following table sets forth compensation earned for services rendered to us and our subsidiaries by our Principal Executive Officer, Principal Financial Officer, and our three most highly compensated executive officers (other than our Principal Executive Officer and Principal Financial Officer) who were serving as executive officers at the end of 2020 (collectively, our “named executive officers”).

 

Name and Principal Position		Year				Salary ($)				Bonus ($)(1)				Stock Awards ($)(2)				Option Awards ($)(3)				Non-Equity Incentive Plan Compensation ($)(4)				All Other Compensation ($)(5)				Total ($)
Giel Rutten			2020				688,258	(6)			—				5,313,750				2,416,275				1,189,365	(7)			128,497	(8)			9,736,145
President and			2019				485,000				—				—				624,270				381,937	(9)			173,778	(10)			1,664,985
Chief Executive Officer			2018				503,929	(9)			—				—				—				289,945				105,968				899,842
Stephen D. Kelley			2020				504,077				1,062,500				—				—				951,750				570,882				3,089,209
Former President and			2019				893,519				2,125,000				—				—				1,268,663				14,138				4,301,320
Chief Executive Officer			2018				858,656				2,125,000				—				—				920,675				15,091				3,919,422
Megan Faust			2020				467,308				—				—				—				506,250				11,708				985,266
Executive Vice President and			2019				383,654				—				—				624,270				302,127				17,302				1,327,353
Chief Financial Officer			2018				372,692				75,000				—				—				223,031				11,077				681,800
Mark N. Rogers			2020				519,231				—				—				—				562,500				10,000				1,091,731
Executive Vice President,			2019				259,615				400,000				—				640,120				337,500				—				1,637,235
General Counsel and Corporate Secretary
John C. Stone			2020				571,154				—				—				—				618,750				12,759				1,202,663
Executive Vice President,			2019				550,000				—				—				624,270				433,125				11,916				1,619,311
Chief Sales Officer			2018				549,039				—				—				—				327,113				12,452				888,604
YoungKuk Park (11)			2020				338,972				67,455				—				—				217,548	(12)			135,938				759,913
Executive Vice President of
Worldwide Manufacturing Operations and President, Amkor Technology Korea

 

Notes

 

(1)

For Mr. Kelley, the amounts listed in the Bonus column reflect the service bonuses paid for the periods of: January 1, 2020 through June 30, 2020; January 1, 2019 through December 31, 2019; and January 1, 2018 through December 31, 2018. For Ms. Faust, the amount listed in the Bonus column reflects a discretionary bonus for performance in 2018 on key strategic corporate initiatives. For Mr. Rogers, the amount listed in the Bonus column reflects a sign on bonus pursuant to the terms of his offer letter. For Mr. Park, the amount listed in the Bonus column reflects a discretionary bonus of $14,123 paid to all employees of ATK for exceptional performance during 2020, plus $53,332 that was earned in 2020 under the ATK Bonus Program, which amounts were converted from Korean Won based on the average exchange rate for the year ended December 31, 2020, which was 1,180.04.

 

(2)

The amounts in the Stock Awards column reflect the aggregate grant date fair value of restricted stock awards granted during the year ended December 31, 2020, calculated in accordance with FASB ASC 718 and excluding the impact of estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in Note 2 to our Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 19, 2021. These amounts reflect the accounting expense for these awards and do not correspond to the actual value, if any, that will be recognized by the named executive officers.

 

(3)

The amounts in the Option Awards column reflect the aggregate grant date fair value of option awards for the years ended December 31, 2020 and 2019, calculated in accordance with FASB ASC 718 and excluding the impact of estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in Note 2 to our Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 19, 2021. These amounts reflect the

 

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accounting expense for these awards and do not correspond to the actual value, if any, that will be recognized by the named executive officers.

 

(4)	Represents amounts earned pursuant to the terms of the Executive Bonus Plan with respect to the years ended December 31, 2020, 2019 and 2018.

 

(5)	See the “2020 All Other Compensation Table” below for additional information.

 

(6)	Mr. Rutten’s 2020 Salary reflects salary earned prior to and following his appointment as President and Chief Executive Officer in June 2020, at which time his base salary was increased from $500,000 to $850,000.

 

(7)	Mr. Rutten’s 2020 Bonus gives effect to his change in salary and bonus percentage in June 2020 as a result of his appointment as President and Chief Executive Officer of the Company.

 

(8)	A portion of Mr. Rutten’s 2020 other compensation was converted from Singapore Dollars using the average exchange rate for the period of January 1, 2020 through December 31, 2020, which was 1.38.

 

(9)	A portion of Mr. Rutten’s 2018 salary was converted from Singapore Dollars based on the average exchange rate for the period from June 1, 2018 through December 31, 2018, which was 1.37. Mr. Rutten’s 2019 Bonus was converted from Singapore dollars based on the agreed upon exchange rate of 1.37.

 

(10)	A portion of Mr. Rutten’s other compensation was converted from Singapore dollars based on the average exchange rate for the period of January 1, 2019 through December 31, 2019, which was 1.36.

 

(11)	Mr. Park’s 2020 compensation, other than amounts earned under the Company’s Executive Bonus Plan, was converted from Korean Won based on the average exchange rate for the year ended December 31, 2020, which was 1,180.04.

 

(12)

The amount earned by Mr. Park pursuant to the terms of the Executive Bonus Plan was converted from Korean Won based on the spot rate as of February 2, 2021, which was 1,117.45. The amount earned in 2020 by Mr. Park pursuant to the terms of the Executive Bonus Plan was reduced by (i) the amount earned in 2020 by Mr. Park under the ATK Bonus Program, which was $53,332 and (ii) the amount of Company contributions in 2020 to the ATK defined contribution plan on Mr. Park’s behalf, which was $131,823.

 

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2020 All Other Compensation Table

All Other Compensation amounts in the Summary Compensation Table consist of the following:

 

Name		Year				Auto Fringe ($)(1)				401(k) Match and Employer Contributions to ATK Defined Contribution Plan ($)(2)				Executive Medical Exam ($)(3)				Relocation and  Housing Payments ($)(4)				Tax Related Payments ($)(5)				Separation Related Payments ($)(6)				Other ($)				Total ($)
Giel Rutten			2020				17,518				—				—				72,692	(7)			38,287	(7)			—				—				128,497
			2019				17,518				—				—				97,074	(8)			59,186	(8)			—				—				173,778
			2018				7,308	(9)			10,000				—				79,850	(9)			8,810				—				—				105,968
Stephen D. Kelley			2020				—				10,000				845				—				—				560,037				—				570,882
			2019				—				10,000				4,138				—				—				—				—				14,138
			2018				—				10,000				5,091				—				—				—				—				15,091
Megan Faust			2020				—				10,000				1,708				—				—				—				—				11,708
			2019				—				10,000				7,302				—				—				—				—				17,302
			2018				—				10,000				1,077				—				—				—				—				11,077
Mark N. Rogers			2020				—				10,000				—				—				—				—				—				10,000
			2019				—				—				—				—				—				—				—				—
John C. Stone			2020				—				10,000				2,759				—				—				—				—				12,759
			2019				—				10,000				1,916				—				—				—				—				11,916
			2018				—				10,000				2,452				—				—				—				—				12,452
YoungKuk Park (10)			2020				3,038	(11)			131,823				898				—				—				—				179	(12)			135,938

 

Notes

 

(1)	With respect to Mr. Rutten, amounts in this column represent the cost to the Company for automobile related items including lease payments, parking fees and insurance premiums.

 

(2)

Amounts in this column, except with respect to Mr. Park, represent our matching contributions to the participants’ 401(k) accounts. With respect to Mr. Park, the amount in this column represents contributions made to the ATK Defined Contribution Plan on behalf of Mr. Park, who is an employee of ATK.

 

(3)	Represents the cost to the Company of a comprehensive annual physical examination made available to our executive officers.

 

(4)	Represents payments made to or on behalf of Mr. Rutten for relocation and housing expenses related to his assignment to Singapore.

 

(5)	Represents payments made to or on behalf of Mr. Rutten pursuant to our expatriate tax equalization program.

 

(6)	The amount reflected in this column for Mr. Kelley includes $470,000 of separation payments made to Mr. Kelley and $90,037 for the lump sum cash payout of accrued paid time off, each pursuant to the terms of his Separation and Release Agreement.

 

(7)	A portion of Mr. Rutten’s 2020 Relocation and Housing Payments and Tax Related Payments was converted from Singapore Dollars based on the average exchange rate for the period of January 1, 2020 through December 31, 2020, which was 1.38.

 

(8)	A portion of Mr. Rutten’s 2019 Relocation and Housing Payments and Tax Related Payments was converted from Singapore Dollars based on the average exchange rate for the period of January 1, 2019 through December 31, 2019, which was 1.36.

 

(9)	Mr. Rutten’s 2018 Auto Fringe and a portion of his Relocation and Housing Payments was converted from Singapore Dollar based on the average exchange rate for the period from June 1, 2018 through December 31, 2018, which was 1.37.

 

(10)	Amounts were converted from Korean Won based on the average exchange rate for the year ended December 31, 2020, which was 1,180.04.

 

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(11)

The amount reported for Mr. Park reflects use of a Company-provided car service. The value attributed to Mr. Park for the Company-provided car service is based on the Company’s aggregate incremental direct operating costs, including cost of fuel, maintenance, tolls and other miscellaneous trip-related variable costs. The amount was converted from Korean Won based on the average exchange rate for the year ended December 31, 2020 which was 1,180.04.

 

(12)	The amount reported for Mr. Park represents company-paid premiums for insurance for which the Company is not the beneficiary.

Grants of Plan-Based Awards in 2020

The following table sets forth certain information with respect to each award granted to the named executive officers under any plan for the year ended December 31, 2020.

 

						Date of Compensation Committee Action if Different from Grant Date				Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)												All Other Stock Awards: Numbers of Shares of Stock (#)				All Other Option Awards: Numbers of Securities Underlying Options (#)(2)				Exercise or Base Price of Option Awards ($/Sh)				Grant Date Fair Value of Stock and Option Awards ($)(3)
Name		Grant Date								Threshold ($)				Target ($)				Maximum ($)
Giel Rutten			7/30/2020				6/22/2020	(4)			—				—				—				375,000				—				—				5,313,750
			7/30/2020				6/22/2020	(4)			—				—				—				—				375,000				14.17				2,416,275
			2/2/2020				—				—				792,910				1,189,365				—				—				—				—
Stephen D. Kelley			2/2/2020				—				—				1,269,000				1,903,500				—				—				—				—
Megan Faust			2/2/2020				—				—				337,500				506,250				—				—				—				—
Mark N. Rogers			2/2/2020				—				—				375,000				562,500				—				—				—				—
John C. Stone			2/2/2020				—				—				412,500				618,750				—				—				—				—
YoungKuk Park(5)			2/2/2020				—				—				268,468				402,703				—				—				—				—

 

Notes

 

(1)	Represents each named executive officer’s threshold, target and maximum bonus opportunity under the Executive Bonus Plan for 2020. The threshold amount assumes threshold attainment of the Operating Income and Revenue goals and no attainment of the Individual Performance goal.

 

(2)	For further information regarding these awards, see “Compensation Discussion & Analysis — Long-Term Incentive Compensation” above.

 

(3)

The amounts listed in this column reflect the aggregate grant date fair value of options granted during the year ended December 31, 2020, calculated in accordance with FASB ASC 718 and excluding the impact of estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of these amounts are included in Note 2 to our Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on February 19, 2021. These amounts reflect the accounting expense for these awards and do not correspond to the actual value, if any, that will be recognized by the named executive officers.

 

(4)

The Compensation Committee approved these equity awards at a meeting held on June 22, 2020, but in accordance with the terms of the Company’s Equity Award Policy the awards were granted on July 30, 2020, which was the first day of the next open trading window following the Compensation Committee’s approval.

 

(5)	The Threshold, Target and Maximum amounts estimated for Mr. Park were converted from Korean Won based on the spot rate as of February 2, 2021, which was 1,117.45.

 

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