SEC Form PRE 14A filed by Amkor Technology Inc.

PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION DATED MARCH 25, 2025

2045 East Innovation Circle

Tempe, Arizona 85284

April [ ], 2025

To Our Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Amkor Technology, Inc. to be held on Thursday, May 15, 2025 at 9:00 a.m. EDT. We have determined that the Annual Meeting will be held in a virtual meeting format only, via the internet. You may attend the Annual Meeting, submit questions, and vote your shares electronically during the meeting via live webcast at www.virtualshareholdermeeting.com/AMKR2025. You will need the 16-digit control number printed on your Notice of Annual Meeting of Stockholders or 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 2025 Annual Meeting of Stockholders are described in detail in the proxy statement and Notice of Annual Meeting of Stockholders. We also encourage you to read our 2024 Annual Report to Stockholders. It includes information about our company and our audited financial statements. The Notice of Annual Meeting of Stockholders contains instructions on how to access our 2024 Annual Report to Stockholders online.

Please use this opportunity to take part in the affairs of Amkor Technology, Inc. by voting on the business to come before the 2025 Annual Meeting of Stockholders. Whether or not you plan to attend such meeting, we encourage you to read the proxy statement and submit your proxy or vote instructions as soon as possible so that your shares may be voted in accordance with your wishes and so that the presence of a quorum may be assured.

Thank you for your continued support.

AMKOR TECHNOLOGY, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on May 15, 2025

Dear Amkor Stockholder:

On Thursday, May 15, 2025, Amkor Technology, Inc., a Delaware corporation, will hold its 2025 Annual Meeting of Stockholders. The meeting will begin at 9:00 a.m. EDT. We have determined that the Annual Meeting will be held in a virtual meeting format only, via the internet. You may attend the Annual Meeting, submit questions, and vote your shares electronically during the meeting via live webcast at www.virtualshareholdermeeting.com/AMKR2025. You will need the 16-digit control number printed on your Notice of Internet Availability of Proxy Materials (the “Notice”) or 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.

At the 2025 Annual Meeting of Stockholders, stockholders will consider and act upon the following matters:

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

We are pleased to be utilizing the United States Securities and Exchange Commission’s “notice and access” rules. Accordingly, we are primarily providing stockholders with access to our proxy materials over the internet, which reduces the cost and environmental impact of the Annual Meeting and expedites stockholders’ receipt of the materials.

On or about April [ ], 2025, we began distributing the Notice to all stockholders of record and beneficial owners of our common stock as of the close of business on March 20, 2025 (the “Record Date”). The Notice contains instructions on how to access the proxy statement and other related proxy materials online as well as information on how to vote your shares. Only stockholders as of the Record Date are entitled to receive notice of, attend, submit questions and vote during the Annual Meeting or any postponements or adjournments thereof. 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 such meeting at our principal executive office, located at 2045 East Innovation Circle, Tempe, Arizona 85284, for a period of at least 10 days prior to such meeting. The list also will be available at the virtual Annual Meeting at www.virtualshareholdermeeting.com/AMKR2025.

April [ ], 2025

Tempe, Arizona

TABLE OF CONTENTS

AMKOR TECHNOLOGY, INC.

PROXY STATEMENT

INFORMATION CONCERNING SOLICITATION AND VOTING

This proxy statement and the accompanying proxy card are 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,” “we,” “us,” or the “Company”). Our principal executive office is located at 2045 East Innovation Circle, Tempe, Arizona 85284, telephone number (480) 821-5000. The proxies will be voted at the Annual Meeting of Stockholders to be held on Thursday, May 15, 2025 at 9:00 a.m. EDT and any adjournment or postponement thereof (the “Annual Meeting”).

The Annual Meeting will be held virtually, via the internet, at www.virtualshareholdermeeting.com/AMKR2025. At our virtual Annual Meeting, stockholders will be able to attend, vote, and submit questions via the internet.

We began distributing the proxy materials on or about April [ ], 2025 to all stockholders of record of our common stock as of the close of business on March 20, 2025 (the “Record Date”).

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

We recommend that you log in at least 15 minutes before the start to ensure you are logged in when the Annual Meeting starts. If you encounter any technical difficulties accessing the Annual Meeting during check-in or at any other time during the Annual Meeting, please call the technical support phone number that will be posted on the virtual Annual Meeting login page.

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If your shares are held by a bank, brokerage firm, or other record holder, please refer to the voting instructions provided to you by the bank, brokerage firm, or other record holder 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 company listed on the Nasdaq Global Select Market (“Nasdaq”), 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:

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” Proposal Three, but expressly state that the broker is NOT voting on Proposal One, Proposal Two, or Proposal Four. A broker’s withholding of a vote, in this case with respect to Proposal One, Proposal Two, or Proposal Four, 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 for Proposal One, Proposal Two, and Proposal Three. A broker non-vote will have the same effect as a vote against Proposal Four.

If you abstain from voting on Proposal Two, Proposal Three, or Proposal Four, the abstention will have the same effect as a vote against the proposal. If you abstain from voting on Proposal One, the abstention will not have an effect on the outcome of the vote.

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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.

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If you intend to submit a proposal or nomination for director for the 2026 Annual Meeting (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 (the “Bylaws”). To be timely, we must receive written notice of your proposal no earlier than 5:00 p.m. MST on January 15, 2026 and no later than 5:00 p.m. MST on February 14, 2026.

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 2026 Annual Meeting. These requirements are explained in Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in the Bylaws.

We have retained the services of Broadridge Investor Communication Solutions, Inc. and Georgeson LLC to aid in the distribution of our Annual Meeting materials to brokers, bank nominees, and other institutional owners. 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 11 incumbent directors will expire. Each of these 11 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 11 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 Annual 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 nine independent directors, as defined in the applicable rules for companies traded on Nasdaq. At the recommendation of the Nominating and Governance Committee of the Board (the “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 until 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 11 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 the 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, as of March 20, 2025, about the skills, experience, independence, tenure, and age for the 11 director nominees as a group, followed by biographies for the nominees. The biography for each of the nominees contains 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. The biographies 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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Director Skills and Experience

Skills and Experience

Executive Management

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Other Public Company Board Experience

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Corporate Governance

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Human Capital Management

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Semiconductor Industry

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Technology

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Manufacturing

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International Business

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Independence, Tenure, Age

The slate of director nominees includes candidates with a broad range of skills, experience, and backgrounds. The tenure of director nominees, with a majority of the nominees having served for fewer than 10 years, demonstrates the Board’s desire to balance experience and refreshment.

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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, as of March 20, 2025, the names, ages, and positions with the Company of our 11 incumbent directors who are being nominated for election to the Board of Directors.

Notes

Biographies of Nominees for the Board of Directors

Susan Y. Kim. Susan Y. Kim has been a director of Amkor since February 2015 and has served as Chairman of the Board of Directors since October 2024. Previously, Ms. Kim served as Executive Vice Chairman of the Board of Directors from August 2020 to October 2024 and as Vice Chairman of the Board of Directors from May 2020 to August 2020. She is an active philanthropist who also sits on the Board of Trustees of the Catholic Foundation of Greater Philadelphia. 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. Ms. Kim holds a B.A. in Sociology from Hamilton College.

As a result of these and other professional experiences, including her experience in the semiconductor industry, human capital management experience, and service as a director on the board of an international publicly traded consumer electronics company, the boards of several educational institutions and charitable organizations, and numerous other boards, 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 February 2014 as Executive Vice President of Advanced Products and served in that role until he was appointed Chief Executive Officer of the Company in June 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

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areas of general management, sales and 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 35 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 executive management experience in our business and possesses particular knowledge and experience in technology, manufacturing, and international 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 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, Bolt, and SponsorHouse, Inc., d/b/a Hookit and served as the Co-Chairman of the Philadelphia National Foundation for Teaching Entrepreneurship (NFTE). He also serves on the Management & Technology Executive Board at the University of Pennsylvania (“UPenn”), where he previously served as Chairman. Mr. Alexander holds a B.S. in Electrical Engineering from UPenn and a B.S. in Economics from the Wharton School of Business at UPenn.

As a result of these and other professional experiences, Mr. Alexander possesses particular knowledge and experience in executive management, corporate governance, international business, and the finance, human capital management, and technology 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 was a Venture Partner at SCP Partners, a multi-stage venture capital firm that invested in technology-oriented companies, from 2004 through 2024. At SCP Partners, Mr. Carolin worked to identify attractive investment opportunities and assisted 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 an independent director of Innovative Solutions and Support, Inc. a leading systems integrator that designs and manufactures advanced avionics and flight instrumentation for the aerospace industry. Mr. Carolin holds a B.S. in Electrical Engineering from Duke University and an M.B.A. from the Harvard Business School.

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 executive management, corporate governance, and the technology, manufacturing, 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 and was the Chairman of CIP Capital Management, Inc., an SBA-licensed private equity fund, from 1993 to 2024. 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 office of Saul Ewing, LLP, where he served as Chairman of the Banking and Financial Institutions Department, Chairman of the Finance Committee, and a member of the

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Executive Committee. Mr. Churchill has served as a director of various SCP Partners portfolio companies, and he served as a director of Societal CDMO, Inc. from 2008 to 2024, Baudax Bio, Inc. from 2019 to 2024, INDUS Realty Trust, Inc. (formerly Griffin Industrial Realty, Inc.) from 1997 to 2017, and Innovation Solutions and Support, Inc. from 1990 to 2023. 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. Mr. Churchill holds a B.S. in Physics from Fordham University, an M.A. in Economics from Oxford University, and a J.D. from Yale Law School.

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 the semiconductor industry and possesses particular knowledge and experience in executive management, corporate governance, and the technology, finance, and human capital management 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 has served as the Co-Founder of Eunodata Co., Ltd., an integrated data service provider for the semiconductor manufacturing industry, since January 2023. He served as the Senior Advisor of Asia Pacific Regions for Lam Research Corporation (“Lam”), a semiconductor processing equipment company, from February 2020 to February 2022. Previously, Mr. Liao served as a senior executive at Lam 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, Inc. in Santa Clara from 1988 to 1993 and Intel Corporation in Livermore and Santa Clara from 1984 to 1988. Mr. Liao is also a member of the board of directors of Photronics, Inc., a global provider of photomask products and services. He 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 and other professional experiences, Mr. Liao has a thorough understanding of the semiconductor industry and broad management experience and possesses particular knowledge and experience in executive management, corporate governance, international business, and the human capital management, technology, and manufacturing areas relevant to our business, which are among the key attributes that qualify Mr. Liao for election to our Board.

John D. Liu. John D. Liu has been a director of Amkor since December 2024. Mr. Liu has been the chief executive officer of Essex Equity Capital Management, a financial services company, and managing partner of Richmond Hill Investments, an investment management firm, since March 2008. Previously, he was employed by Greenhill & Co. for 12 years, where he held positions of increasing responsibility, including both chief financial officer and the co-head of U.S. Mergers and Acquisitions. He later served as lead independent director of Greenhill and is currently serving as an independent director of Whirlpool Corporation. Mr. Liu holds an M.B.A. from the Wharton School of the University of Pennsylvania and a Bachelor’s degree in Economics from Harvard University.

As a result of these and other professional experiences, Mr. Liu has significant finance and accounting expertise, as well as legal and regulatory, corporate strategy and mergers and acquisitions, and global business experience, which are among the key attributes that qualify Mr. Liu for election to our Board.

MaryFrances McCourt. MaryFrances McCourt has been a director of Amkor since February 2018. From April 2022 through September 2023, Ms. McCourt served as the Chief Financial Officer of the University of Chicago (“UChicago”), where she oversaw the financial services, controllership, treasury and capital markets,

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human resources, information technology services, risk management, compliance, internal audit, and shared services functions at UChicago. Prior to joining UChicago in 2022, Ms. McCourt was the Senior Vice President of Finance and Treasurer at UPenn and served in similar management roles since joining UPenn in March 2016. At UPenn, Ms. McCourt led UPenn’s cash and short-term investment and capital financing strategies, oversaw UPenn’s financial functions, was responsible for UPenn’s multi-year financial planning efforts, collaborated closely with UPenn Medicine leadership on its growth and financial planning, and managed 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 Agilysys, Inc., a diversified enterprise focused on technology and enterprise 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 executive management and the finance and human capital 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 has served as Executive Chairman of Bridge Investment Group Holdings, Inc., a real estate fund manager, since January 2011. Previously, Mr. Morse served in various positions with Citigroup, Inc. (“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, Harvard Business School, and Harvard Law School.

As a result of these and other professional experiences, Mr. Morse possesses particular knowledge and experience in executive management, corporate governance, international business, and the finance, human capital management, technology, and manufacturing areas relevant to our business, 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. Mr. Tily served as Amkor’s Executive Vice President, Chief Administrative Officer, General Counsel, and Corporate Secretary from May 2008 until his retirement in June 2019. Prior to that, he served as General Counsel and Corporate Secretary of the Company from June 2007 to May 2008. Since July 2020, Mr. Tily has also served, in his capacity as a director, in the Board’s Strategic Oversight Role, through which he provides additional strategic oversight of the management and business of the Company. Prior to joining Amkor in June 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 and other professional experiences, Mr. Tily has a thorough understanding of the semiconductor industry and broad executive management experience and possesses particular knowledge and experience in corporate governance, international business, and the human capital management and finance 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 Communications, LLC (“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. Most recently, in November 2021, Mr. Watson was inducted into the Cable Hall of Fame, which celebrates the most influential leaders in the content and connectivity industry.

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

CORPORATE GOVERNANCE

Board and Committee Meetings

The Board of Directors held six meetings during 2024. All directors attended at least 75% of all Board of Directors and applicable committee meetings. The standing committees of the Board and membership are as follows:

Audit Committee

The Audit Committee is a separately-designated, standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. 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 that each also qualifies as an “audit committee financial expert” as defined in SEC regulations. The responsibilities of the Audit Committee include, but are not limited to:

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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 2024, the Audit Committee met nine times. In executing their 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, but are not limited to:

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When appropriate, the Compensation Committee may form and delegate authority to subcommittees to carry out any of the responsibilities under its charter. In addition, periodically, or as deemed appropriate, the Compensation Committee shall: (i) review and discuss with the Board the Company’s philosophy, processes, and procedures for the consideration and determination of non-employee director compensation; and (ii) evaluate the amount and type of director compensation, including the allocation between cash and equity-based compensation. In its review of director compensation, the Compensation Committee may consider, among other information, comparative data, advice, and recommendations from independent compensation consultants, the Company’s management team, and other advisors.

The Compensation Committee’s executive compensation determinations are subjective and the result of its business judgment, which is informed by the experience of its members and input provided by its independent compensation consultant, our CEO (other than with respect to his own compensation), our Chairman, and other members of management. Our Corporate Secretary and our law and human resources departments support the Compensation Committee in recommending director compensation and creating director compensation programs. In addition, the Compensation Committee can engage outside advisors, experts, and others for further assistance.

The Compensation Committee retained Compensia, Inc. (“Compensia”) as its independent compensation consultant in August 2024. The Compensation Committee conducted an assessment of Compensia with respect to the factors set forth in Nasdaq and SEC rules. As a result of such assessment, the Compensation Committee concluded that the work performed by Compensia for the Compensation Committee in 2024 did not raise any conflicts of interest.

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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 2024, the Compensation Committee met eight times.

Nominating and Governance Committee

The current members of the Nominating and Governance Committee are Messrs. Churchill, Alexander, Carolin, and Tily. 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, Carolin, and Tily meets the independence requirements set forth in the Nasdaq listing standards and SEC regulations. The responsibilities of the Nominating and Governance Committee include, but are not limited to:

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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 2024, 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 the Board in concluding that each such nominee should 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. When evaluating a director nominee, the Nominating and Governance Committee considers, among other factors, the director nominee’s character, judgment, independence, age, expertise, length of service and other commitments, and diversity in experience and background, and whether such factors will strengthen the Board’s collective qualifications, skills, and experience and enhance the Board’s performance of its responsibilities in the oversight of our business.

The Nominating and Governance Committee will consider the above factors, and it uses the same process for evaluating all director 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 office. To be eligible for nomination, nominating stockholders and their candidates must satisfy the requirements set forth in Article I of our Bylaws and Rule 14a-19 under the Exchange Act. Nominations for consideration at the 2026 Annual Meeting must be received by our Corporate Secretary no earlier than 5:00 p.m. MST on January 15, 2026 and no later than 5:00 p.m. MST on February 14, 2026.

Director Independence

The Board of Directors has determined that each of Messrs. Alexander, Carolin, Churchill, Liao, Liu, Morse, Tily, and Watson and Ms. McCourt is independent under the Nasdaq listing standards and SEC rules.

Communications with the Board of Directors

We have a process by which our stockholders can send communications to the Board, and that process was designed to enable the Board or individual directors, as applicable, to hear the views of our stockholders so that appropriate responses can be provided to our stockholders in a timely manner. 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.

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Corporate Governance Guidelines and Codes of Ethics

Our Board has adopted the Corporate Governance Guidelines, the Code of Business Conduct, which applies to all of our officers and employees worldwide, and the 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. Susan Y. Kim serves as the Chairman of the Board of Directors. Amkor’s President and Chief Executive Officer, Giel Rutten, is also a member of the Board of Directors. The Board has also 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, consulting with significant stockholders and other interested parties when appropriate, and such other responsibilities as set forth in the Corporate Governance Guidelines. The independent directors have designated Mr. Churchill to serve as Lead Independent Director of the Board. We believe this Board structure is effective for Amkor and reflects 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 our independent registered public accounting firm, internal auditors, general counsel, and other members of management at such times as the Audit Committee deems appropriate to fulfill its responsibilities under its charter. The Nominating and Governance Committee and the Compensation Committee also meet in executive session as deemed appropriate.

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. While the Board is ultimately responsible for risk oversight, Board committees assist the Board in administering and 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. The Board’s role in risk oversight has not affected its leadership structure.

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, 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, reviewing the Company’s practices with respect to cybersecurity, information security, and financial risk oversight, which includes overseeing risks related to financial reporting and accounting, internal controls, disaster recovery, fraud, and taxes. The Compensation Committee assesses and monitors risks related to our

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compensation practices and other related areas. The Nominating and Governance Committee has responsibility for oversight of risks related to, among other areas, ESG and the Company’s corporate governance policies and practices that help position the Board to effectively carry out its risk oversight responsibility.

Amkor’s management is responsible for day-to-day risk management, which includes administration of the Company’s Enterprise Risk Management Program (the “ERM Program”). The ERM Program was instituted to formalize a practice for identifying and assessing the risks to Amkor’s business and to provide a top-down, holistic view of the risks that affect Amkor’s ability to achieve its objectives. Management’s ongoing risk management responsibilities also 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 discussions, 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. We believe that our Lead Independent Director’s understanding of our business, his specific knowledge and experience in corporate governance and legal areas relevant to our business, and his service on other boards of directors enables him to appropriately support the Board in its efforts to oversee risks affecting the Company. Additionally, the Board has created a Strategic Oversight Role, the purpose of which is to provide additional strategic oversight of the management and business of the Company with respect to leadership transitions, strategic initiatives, business risk, and succession planning. The Board has appointed Mr. Tily to serve in the Strategic Oversight Role in his capacity as a director.

Annual Meeting Attendance

All directors are encouraged, but not required, to attend our annual meetings of stockholders. All but one of the directors who were serving on the Board at the time of the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) attended the 2024 Annual Meeting.

Certain Relationships and Related Transactions

Related Party Transactions

Since January 1, 2024, there have been no related party transactions that are required to be reported under SEC rules.

Review and Approval of Related Party Transactions

We have a written policy on related party transactions that governs all relationships and transactions in which we and our directors, executive officers, or their immediate family members are participants. As required under SEC rules, transactions between the Company and related persons that are determined to be directly or indirectly material to the related person must be disclosed in our proxy statement. Management is primarily responsible for the development and implementation of processes and controls to obtain information from our directors and executive officers with respect to transactions between the Company and related parties and determining, based on the facts and circumstances, whether a related party has a direct or indirect material interest in the transaction. In addition, pursuant to the Audit Committee’s 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:

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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 regarding approval of the transaction, provided, however, that such director may be counted in determining the presence of a quorum at an Audit Committee meeting.

Insider Trading Policy

We have adopted insider trading policies and procedures governing the purchase, sale and other dispositions of securities of the Company by directors, officers and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards of Nasdaq. Our Insider Trading Policy states, among other things, that our directors, officers and employees are prohibited from trading in such securities while in possession of material, nonpublic information. The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Insider Trading Policy filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Compensation Committee Interlocks and Insider Participation

During 2024, the Compensation Committee 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 2024 or had any relationship requiring disclosure under SEC regulations. None of the Compensation Committee members or our 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 Clawback Policy requires the Company to recoup all or a portion of an executive officer’s incentive-based compensation, including awards granted pursuant to the Amkor Technology, Inc. Amended and Restated Executive Incentive Bonus Plan (the “Executive Bonus Plan”) and performance-based equity awards granted under the Company’s stock incentive plans, if the Company is required to restate its financial statements resulting in the Company’s financial performance being reduced (such that the incentive-based compensation or any portion thereof would not have been paid) and certain other requirements are met. For more information about the Clawback Policy, please refer to the “Compensation Discussion and Analysis” section of this proxy statement (the “CD&A”).

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DIRECTOR COMPENSATION

Non-Employee Director Compensation Policy

Our director compensation program is designed 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 types of compensation paid to non-employee directors at companies the Compensation Committee considers when assessing executive compensation. In October 2024, in connection with the retirement of Amkor’s founder as Executive Chairman of the Board and the appointment of Ms. Kim as Chairman of the Board, the Compensation Committee adopted the Fourth Amended and Restated Amkor Technology, Inc. Non-Employee Director Compensation Policy (as amended and restated, the “Director Compensation Policy”).

Annual and Additional Retainers

During 2024, non-employee directors received an annual cash retainer, which was paid quarterly, and certain directors received additional retainers for serving in certain Board positions, in each case pursuant to the Director Compensation Policy. Cash retainers are pro-rated for directors whose service lasts for less than a year. As of December 31, 2024, the cash compensation structure for our non-employee directors under the Director Compensation Policy is set forth in the following table:

In addition to the cash retainers 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. Rutten, our President and Chief Executive Officer, do not receive annual retainers for their service on our Board of Directors.

Equity Compensation

Upon election to the Board of Directors at the 2024 Annual Meeting, each non-employee director was granted an equity award of time-vested restricted stock units (“RSUs”) with a fair market value on the grant date of $195,000, rounded down such that only whole shares are issued, pursuant to the Director Compensation Policy and the terms of the Amkor Technology, Inc. 2021 Equity Incentive Plan (as amended, the “2021 Equity Plan”). Subject to the terms and conditions of the RSU award agreement for non-employee directors: (i) the RSUs will vest in full on the earlier of the first anniversary of the grant date or the date of the Company’s first annual meeting of the stockholders immediately following the grant date; and (ii) upon the Company’s payment of a cash dividend, dividend equivalent units (“DEUs”) accrue with respect to the underlying RSUs, with DEUs representing additional RSUs subject to the same vesting provisions as the underlying RSUs.

Under our stock ownership guidelines, each non-employee director is expected to directly or indirectly own shares of our common stock equal in value to five times the annual cash retainer for non-employee directors.

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Each non-employee director is expected to achieve the ownership guideline within five years after the date on which such director became subject to the ownership guideline and 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 unit until such director satisfies the stock ownership guidelines. As of December 31, 2024, all of our non-employee directors either owned more than the minimum level of our common stock or were otherwise in compliance with the stock ownership guidelines.

Director Compensation Table

The following table shows compensation information for our Executive Chairman and non-employee directors for the year ended December 31, 2024.

Notes

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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 20, 2025 is set forth below. The present term of office for the officers named below will generally expire on the earliest of their retirement, resignation, or removal. There are no family relationships among our executive officers.

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

Megan Faust. Megan Faust has served as our Executive Vice President and Chief Financial Officer since November 2019, was appointed Treasurer in February 2022, and served as Corporate Vice President and Chief Financial Officer from September 2016 to November 2019. Previously, Ms. Faust served as the Company’s Senior Vice President, Corporate Controller from March 2013 to September 2016 and in various other roles in the Finance Department since joining the Company in 2005. Prior to joining the Company, Ms. Faust served as an auditor with KPMG LLP for 10 years. Ms. Faust has also served on the board of directors of Rogers Corporation since December 2020 and serves as a member of its compensation and organization and audit committees. 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 the State of 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 30 years of corporate legal and transaction experience, including more than four years at ON Semiconductor Corporation, a semiconductor manufacturing company, where he served most recently, from February 2017 to 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, Inc., 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.

Farshad Haghighi. Farshad Haghighi has served as our Executive Vice President, Chief Sales Officer since August 2022. Before being appointed to his current role, Mr. Haghighi served as Executive Vice President, Worldwide Sales and Marketing from October 2021 to August 2022. Prior to that time, he served as our Corporate Vice President, West Region Sales from March 2018 to October 2021. Previously, Mr. Haghighi served as Corporate Vice President of U.S. Fabless Sales from January 2011 to March 2018, Senior Vice President of Western Sales from 2010 to 2011, and in various other sales management and engineering positions since joining Amkor in 1994. Mr. Haghighi has over 40 years of industry experience in semiconductor package, process, and manufacturing engineering, sales and sales management, including with National Semiconductor Corporation and Fairchild Semiconductor Corporation. Mr. Haghighi holds a Bachelor of Science degree in Electrical Engineering from San Jose State University.

Kevin K. Engel. Kevin K. Engel has served as our Executive Vice President, Chief Operating Officer since February 2025. Before being appointed to his current role, Mr. Engel served as Executive Vice President, Business Units from February 2023 to February 2025. Prior to that time, Mr. Engel served as Corporate Vice President, Flip Chip/Wafer Level Business Unit from January 2020 to February 2023. Previously, he served as our Senior Vice President, Bump Services from August 2016 to January 2020. Prior to that time, Mr. Engel served as our Vice President, Bump Services from January 2013 to August 2016 and in various similar roles

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since joining the Company in August 2004. Mr. Engel has nearly 30 years of experience in the electronics and semiconductor industry, including nearly 20 years of service with the Company. He holds a Bachelor’s degree in Chemical Engineering from Auburn University and has completed executive education programs at the Stanford University Graduate School of Business and Harvard University Business School.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The CD&A contains material information regarding our executive compensation program and explains the material factors underlying disclosures that are contained in this proxy statement with respect to the compensation of our Chief Executive Officer, our Chief Financial Officer, and our three most highly-compensated executive officers (other than the Chief Executive Officer and the Chief Financial Officer) for the year ended December 31, 2024 (collectively, “NEOs”), each of whom is identified below:

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, and the Company’s operations and customers are global. 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.

In determining the compensation of our NEOs for 2024, the Compensation Committee considered the tenure of the NEOs in their current roles, individual performance, the value of individual unvested equity holdings, prior equity awards, the economic environment, the Company’s outlook for 2024 and its capital investments in future areas of growth, the Company’s financial results, the highly competitive nature of the Company’s industry, the Company’s international scope, 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 NEOs, which is held on an annual basis consistent with the preference expressed by our stockholders. An overwhelming majority of our stockholders approved the compensation of our 2023 named executive officers at the 2024 Annual Meeting, with more than 98% of the votes cast being in favor of approval. We view the result of this non-binding vote as an indication that our stockholders are generally supportive of our executive compensation program and policies. 

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Objectives of Our Executive Compensation Program

The objectives of our executive 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 Chairman.

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 and post-termination compensation), which meets the overall objectives of our executive compensation program. The Compensation Committee does not target a specific market level nor does it have an intended level for short-term versus long-term and cash versus non-cash compensation as a percentage of a NEO’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 Chairman, have evaluated and monitored the effectiveness of our overall executive compensation arrangements on an ongoing basis. The Compensation Committee retained Compensia to assist with reviewing the Company’s compensation structure for executives, including base salaries, performance-based annual cash bonuses, and 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 NEOs 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 Chairman the compensation of the Chief Executive Officer. 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 2024 annual bonus program for executives, the Company’s performance projections for 2024 and balancing incentives for revenue with incentives for operating income.

The Company has entered into Executive Severance Agreements with each of our NEOs (the “Executive Severance Agreements”). The Compensation Committee believes that the Company’s post-termination compensation and related arrangements with our NEOs are aligned with a normal market range of practices related to, and consistent with, the principal objectives of our compensation programs. For more information about the Executive Severance Agreements, please refer to the “Post-Termination Compensation” subsection of this CD&A and the “Employment, Severance, and Change in Control Arrangements” section of this proxy statement.

Compensation of Our Chief Executive Officer

As previously disclosed, in recognition of Mr. Rutten’s achievements in driving Company performance and stockholder value and the Board’s desire to retain Mr. Rutten as President and Chief Executive Officer, the Company entered into an employment offer letter with Mr. Rutten in June 2020 setting forth the terms of his employment, which was amended by his Executive Severance Agreement in November 2022 (such offer letter, as amended by Mr. Rutten’s Executive Severance Agreement, the “Rutten Agreement”). The Company also granted a mix of options and restricted stock awards in 2020, with three-year quarterly vesting that reflected the majority of Mr. Rutten’s equity compensation awards during 2020, 2021, and 2022.

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The Compensation Committee created a 2024 compensation program for Mr. Rutten intended to provide an incentive for his continued service. The material elements of Mr. Rutten’s compensation are summarized below.

Base Salary. Mr. Rutten’s base salary is periodically adjusted at the discretion of the Board. For 2024, his annual base salary was $1,000,000.

Annual Incentive Bonus. Subject to the terms and conditions of the 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.

Equity Awards. The Compensation Committee sets Mr. Rutten’s equity compensation after consideration of the value of his previous equity awards, new market data for chief executive officers in similar companies, and his performance as the Chief Executive Officer of the Company. As described in more detail below, Mr. Rutten was granted RSU awards and PSU awards in February 2024. Approximately 30% of Mr. Rutten’s target equity awards for 2024 are contingent on the achievement of future performance goals, and approximately 70% of his 2024 equity awards are time-vesting awards that are intended to be a retention-oriented incentive.

On February 20, 2024, Mr. Rutten was granted 282,352 RSUs, subject to the terms and conditions of an RSU award agreement under the 2021 Equity Plan (the “Rutten RSU Award Agreement”), and 126,998 PSUs, at target level of achievement and subject to the terms and conditions of a PSU award agreement under the 2021 Equity Plan (the “Rutten PSU Award Agreement”), with performance goals approved by the Compensation Committee. The number of PSU awards that Mr. Rutten will ultimately earn from the such PSUs will be determined as follows: (i) up to 20,165 PSU awards based on the achievement of a performance goal based on the Company’s basic earnings per share (“EPS”) for the period from January 1, 2024 through December 31, 2024 (the “Year 1 EPS PSUs”); (ii) up to 20,169 PSU awards based on the achievement of a performance goal based on the Company’s EPS for the period from January 1, 2025 through December 31, 2025 (the “Year 2 EPS PSUs”); (iii) up to 20,170 PSU awards based on the achievement of a performance goal based on the Company’s EPS for the period from January 1, 2026 through December 31, 2026 (the “Year 3 EPS PSUs” and, collectively with the Year 1 EPS PSUs and Year 2 EPS PSUs, the “EPS PSUs”); and (iv) up to 66,494 PSU awards based on the achievement of a performance goal based on the percentile rank of the Company’s common stock price appreciation from the beginning to the end of the rTSR Performance Period (as defined below), plus dividends and distributions made or declared (assuming such dividends or distributions are reinvested in the common stock (such stock appreciation, plus dividends and distributions, “rTSR”)), as compared to the rTSR of constituents of the PHLX Semiconductor Sector Index (“SOX”) over a period (the “rTSR Performance Period”) beginning on February 20, 2024 through February 20, 2027 (the “rTSR PSUs”). EPS was chosen for a portion of the PSU awards as a performance metric to require ongoing profit generation, and each successive performance period for the EPS PSUs requires higher EPS than that required by the prior year’s EPS PSUs to require profit growth. rTSR was chosen for a portion of the PSU awards as a performance metric as it ties compensation to the relative return earned by the Company’s stockholders. The Company believes that the combination of PSU awards based on EPS and rTSR will benefit stockholders with stock price growth or other capital returns. The percentage of the EPS PSUs earned can range from 0% to 225% of the stated target amount of PSUs, and the percentage of the rTSR PSUs earned can range from 0% to 150% of the stated target amount of PSUs. The percentage of rTSR PSUs earned will be capped at 100% of the stated target amount if the Company’s rTSR at the end of the rTSR Performance Period is less than the Company’s rTSR at the beginning of the rTSR Performance Period. The vesting schedule of the February 2024 PSUs (as defined below) for Mr. Rutten was the same as for other NEOs (with linear interpolation when performance is between points shown):

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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 post-termination compensation under various scenarios. For more information about the post-termination compensation payable to our NEOs, please refer to the “Employment, Severance, and Change in Control Arrangements” and the “Potential Payments upon Termination or Change in Control” sections of this proxy statement.

Other Benefits. Mr. Rutten is eligible for housing-related and a transport allowance associated with his posting in Singapore, executive health insurance coverage, and participation in various other 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 is on an at-will basis.

Risk Assessment

The Compensation Committee has reviewed and evaluated the Company’s executive compensation and general compensation policies and practices and 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. The Compensation Committee considered a number of factors, including the key components of the Company’s compensation programs, the relative weighting of those components as part of overall compensation, and considerations enumerated by the SEC. Prior to the Compensation Committee’s review, members of the executive management team 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.

Our Compensation Program Rewards Individual and Company Performance

Our compensation program is designed to reward high levels of performance at the 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 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 continual assessment of performance, our Chief Executive Officer makes recommendations to the Compensation Committee 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 NEOs. Our U.S.-based NEOs are eligible to participate in the 401(k) Plan, which 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.

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Our long-term incentive program has historically consisted of grants of stock options and RSUs that vest over time and PSUs that vest based on the attainment of performance goals. 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. RSUs 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. The Compensation Committee believes that PSUs strengthen the link between executive pay and Company performance and reward executives for achievement of the Company’s long-term performance goals. The February 2024 PSUs, which were based on either EPS or rTSR, allow up to a 225% target payout, in the case of the EPS PSUs, or a 150% target payout, in the case of the rTSR PSUs, based on the degree to which the applicable EPS or rTSR performance goal is achieved for the applicable performance period. The percentage of rTSR PSUs earned will be capped at 100% of the stated target amount if the Company’s rTSR at the end of the rTSR Performance Period is less than the Company’s rTSR at the beginning of the rTSR Performance Period. The Company believes that the combination of PSU awards based on EPS and rTSR will benefit stockholders with stock price growth or other capital returns.

Timing of Grants. The Compensation Committee has not granted, nor does it intend in the future to grant, equity awards (including stock options, stock appreciation rights or similar option-like instruments), 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 equity awards 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 equity award (including stock options, stock appreciation rights or similar option-like instruments) grant dates.

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 include such items as base salary, 401(k) Plan matching contributions, health and welfare benefits, post-termination compensation pursuant to the Executive Severance Agreements, and limited perquisites and supplemental benefits. Variable elements of compensation are based on performance and include such items as annual performance bonuses and equity awards.

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 (with respect to other NEOs).

In February 2024, the Compensation Committee approved base salary increases for our NEOs as follows: Ms. Faust’s base salary was increased from $600,000 to $610,000; Mr. Rogers’ base salary was increased from $550,000 to $560,000; Mr. Haghighi’s base salary was increased from $550,000 to $560,000; and Mr. Engel’s base salary was increased from $450,000 to $500,000.

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

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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 and related performance targets for the NEOs for 2024 were established by the Compensation Committee under the Executive Bonus Plan in February 2024. In setting the target bonus opportunities for 2024, the Compensation Committee considered, among other factors, alignment of executive compensation with creation of stockholder value, the Company’s anticipated performance in 2024, and balancing incentives for revenue with incentives for operating income. For 2024, the Executive Bonus Plan provided each participant with a target bonus amount that could be earned based on achievement of goals for the following performance measures: (i) Revenue (weighted at 35%); (ii) Operating Income (weighted at 35%); and (iii) Discretionary/Individual Performance (weighted at 30%). The weightings reflect a desire to reward profitable and balanced growth, as well as a recognition that measurement of financial performance exclusively does not capture the totality of NEO performance in a large multi-national enterprise with the Company’s international footprint and scope of operations. For purposes of the Executive Bonus Plan, Revenue and Operating Income were determined based on net sales and operating income (as defined under U.S. generally accepted accounting principles (“GAAP”)), respectively, 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 2024.

With respect to each of the Revenue and Operating Income performance measures under the Executive Bonus Plan for 2024:

With respect to the Individual Performance measure under the Executive Bonus Plan, an attainment percentage between 0% and 200% was assigned to each NEO based on the NEO’s individual performance during 2024.

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For 2024, a NEO’s bonus under the Executive Bonus Plan was calculated based on the following formula:

[Base Salary] x [Target Bonus %] x [(Revenue Attainment % x 35%) + (Operating Income Attainment % x 35%) + (Individual Performance Attainment % x 30%)] = [Bonus Payout]

For 2024, the threshold performance goal for the Revenue performance measure under the Executive Bonus Plan was $5,800 million, the target was $6,500 million, and the maximum level of performance was $7,000 million. The Operating Income threshold performance goal was $375 million, the target was $500 million, and the maximum level of performance was $600 million.

A similar scale of 0% to 200% was set for the Individual Performance measure. The Revenue, Operating Income, and Individual Performance measures operated independently. In the event that the attainment for any performance measure was greater than the threshold but less than the target, or greater than the target but less than the maximum, the payout for such measure would be pro-rated on a straight-line basis. In all events, under the Executive Bonus Plan, the payout for each performance measure was capped at 200%, and participants were capped at an aggregate bonus equal to 200% of their target bonus amount.

In February 2025, the Compensation Committee confirmed the Revenue attainment for 2024, which was approximately $6,318 million, and the Operating Income attainment for 2024, which was approximately $438 million, resulting in an attainment for the Revenue and Operating Income components of 74% and 51%, respectively, in accordance with the pre-established payout formula. The Compensation Committee also considered the individual performance of each of our NEOs during 2024. In light of the Company’s achievement of several significant financial milestones during 2024, financial discipline and management, maintaining profitability and free cash flow generation in a cyclical downturn, qualification of products in Vietnam, securing funding for a manufacturing facility in the United States, revenue growth with select customers, and record revenue in the Computing end market, the Compensation Committee determined that achievement of the Individual Performance measure for each of our NEOs should be set at 150% of the potential target for 2024. As a result of these considerations, based on the level of achievement in 2024 and in accordance with the pre-established payout formula, the Compensation Committee approved below target bonuses for the NEOs as set forth below:

Long-Term Incentive Compensation

The Company has granted equity-based awards to executives from time to time, typically in the form of stock options, RSUs, or PSUs. 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 RSUs and PSUs 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 or other appropriate performance measures.

The Chief Executive Officer typically consults with other senior executive officers, the Chairman of the Board, and the Chairman of the Compensation Committee regarding his recommendations for long-term incentive awards to

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our executive officers (other than himself). 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, equity awards granted to our executive officers are determined on a case-by-case and discretionary basis, rather than pursuant to a formula. Factors considered include individual performance potential, retention, the amount that vests annually, and competitive market-based compensation packages. Awards are typically granted to our executive officers each February and may also be granted at other times during the year, such as in connection with a promotion, when a newly hired executive begins employment with the Company or to incentivize achievement of specific operational or financial goals. The number of shares underlying equity awards granted to our Chief Executive Officer and the frequency of grants to him are 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.

On February 20, 2024, the Compensation Committee granted RSUs and PSUs to our NEOs as follows:

For Mr. Rutten, the aggregate value of the foregoing equity awards was allocated as 30% PSUs and 70% RSUs as a retention-oriented incentive to our key executive. For each of Ms. Faust, Mr. Rogers, Mr. Haghighi, and Mr. Engel, the aggregate value of the foregoing equity awards was allocated as 50% PSUs and 50% RSUs to provide a retention-oriented incentive while also emphasizing the performance-based elements that align with the EPS and rTSR goals underlying the PSUs.

Description of 2024 PSUs. Under the terms and conditions of a PSU award agreement under the 2021 Equity Plan (the “Executive PSU Award Agreement” and, together with the Rutten PSU Award Agreement, the “PSU Award Agreements”), for the PSUs granted to the NEOs on February 20, 2024 (the “February 2024 PSUs”), the number of PSU awards that a recipient will ultimately earn will be determined based on (i) in the case of the Year 1 EPS PSUs, the Company’s EPS for the period from January 1, 2024 through December 31, 2024; (ii) in the case of the Year 2 EPS PSUs, the Company’s EPS for the period from January 1, 2025 through December 31, 2025; (iii) in the case of the Year 3 EPS PSUs, the Company’s EPS for the period from January 1, 2026 through December 31, 2026; and (iv) in the case of the rTSR PSUs, the Company’s rTSR over the rTSR Performance Period. EPS was chosen for a portion of the February 2024 PSUs as a performance metric to require ongoing profit generation, and each successive performance period for the EPS PSUs requires higher EPS than that required by the prior year’s EPS PSUs to require profit growth. rTSR was chosen for a portion of the February 2024 PSUs as a performance metric as it ties compensation to the relative return earned by the Company’s stockholders. The Company believes that the combination of February 2024 PSUs based on EPS and rTSR will benefit stockholders with stock price growth or other capital returns. The percentage of the EPS PSUs earned can range from 0% to 225% of the stated target amount of EPS PSUs, and the percentage of the rTSR PSUs earned can range from 0% to 150% of the stated target amount of rTSR PSUs. The percentage of rTSR PSUs earned will be capped at 100% of the stated target amount if the Company’s rTSR at the end of the rTSR Performance Period is less than the Company’s rTSR at the beginning of the rTSR Performance Period. The vesting schedule was the same for all February 2024 PSUs granted to Mr. Rutten and the NEOs (with linear interpolation when performance is between the points shown):

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Description of 2024 RSUs. Under the terms and conditions of an RSU award agreement under the 2021 Equity Plan (the “Executive RSU Award Agreement” and, together with the “Rutten RSU Award Agreement, the “RSU Award Agreements”), the RSUs granted in February 2024 to Ms. Faust, Mr. Rogers, Mr. Haghighi, and Mr. Engel will vest in three equal installments beginning on February 20, 2025 and ending on February 20, 2027, subject to the recipient’s continued employment with the Company at the time of vesting, except as otherwise provided in the applicable Executive Severance Agreement. Under the Rutten RSU Award Agreement, the RSUs granted to Mr. Rutten in February 2024 will vest in three installments, 40% of which will vest on February 20, 2025, 40% of which will vest on February 20, 2026, and the remainder of which will vest on February 20, 2027, subject to Mr. Rutten’s continued employment with the Company at the time of vesting, except as otherwise provided in the Rutten Agreement. For a discussion of the material post-employment compensation provisions under the RSU Award Agreements, please refer to the “Employment, Severance, and Change in Control Arrangements” section of this proxy statement.

Performance Attainment - February 2023 PSUs. On February 16, 2023, the Compensation Committee awarded PSUs to our NEOs (the “February 2023 PSUs”). The February 2023 PSUs could be earned based on 2023 and 2024 cumulative two-year earnings per share relative to a goal set at the start of 2023. The target number of February 2023 PSUs was as follows: Mr. Rutten, 167,037 PSUs; Ms. Faust, 50,111 PSUs; Mr. Rogers, 22,271 PSUs; Mr. Haghighi, 22,271 PSUs; and Mr. Engel, 16,703 PSUs. The February 2023 PSUs were to vest based on the level of achievement of an earnings per share performance goal for a performance period that began on January 1, 2023 and ended on December 31, 2024 (the “2023-2024 Performance Period”) according to the following terms:

The threshold, target, and maximum two-year cumulative earnings per share performance goals for the February 2023 PSUs were $3.70, $5.29, and $8.46, respectively. In all events, the maximum number of February 2023 PSUs earned was capped at 200% of the PSUs awarded. On February 19, 2025, the Compensation Committee determined that the two-year cumulative earnings per share for the 2023-2024 Performance Period was $2.90, or 55% of the target earnings per share for the 2023-2024 PSU Performance Period, which funded a formulaic payout of 0% for the February 2023 PSUs. Accordingly, no February 2023 PSUs vested.

Performance Attainment - December 2023 PSUs. On December 14, 2023, the Compensation Committee awarded PSUs to our NEOs (the “December 2023 PSUs”). The December 2023 PSUs were earned based on the

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achievement of performance goals designed to incentivize achievement related to the geographic expansion of the Company’s manufacturing footprint and expanding the Company’s advanced packaging capacity in support of end markets with high growth potential. The number of December 2023 PSUs was as follows: Mr. Rutten, 106,638 PSUs; Ms. Faust, 18,023 PSUs; Mr. Rogers, 8,260 PSUs; Mr. Haghighi, 8,260 PSUs; and Mr. Engel, 8,260 PSUs. On August 13, 2024 the Compensation Committee determined that performance goals applicable to the December 2023 PSUs were achieved and 100% of the December 2023 PSUs awarded to recipients vested in accordance with the terms of the applicable PSU award agreement.

Performance Attainment – Year 1 EPS PSUs. On February 20, 2024, the Compensation Committee awarded the Year 1 EPS PSUs to our NEOs. The target number of Year 1 EPS PSUs was as follows: Mr. Rutten, 20,165 PSUs; Ms. Faust, 8,402 PSUs; Mr. Rogers, 3,711 PSUs; Mr. Haghighi, 3,711 PSUs; and Mr. Engel, 3,291 PSUs. The Year 1 EPS PSUs vested based on the level of achievement of an EPS performance goal for the 2024 EPS Performance Period according to the following terms:

The threshold, target, and maximum basic earnings per share performance goals for the Year 1 EPS PSUs were $0.64, $1.60, and $2.80, respectively. In all events, the maximum number of Year 1 EPS PSUs earned was capped at 225% of the PSUs awarded. On February 19, 2025, the Compensation Committee determined that the basic earnings per share for the 2024 EPS Performance Period was $1.44, or 90% of the target earnings per share for the 2024 EPS Performance Period, which funded a formulaic payout of 83% for the Year 1 EPS PSUs. Accordingly, 83% of the target number of Year 1 EPS PSUs awarded to recipients vested in accordance with the terms of the applicable PSU Award Agreement.

Post-Termination Compensation

Executive Severance Agreements

As discussed elsewhere in this CD&A, in November 2022, the Company entered into the Executive Severance Agreements with each of its NEOs (in February 2023 for Mr. Engel). For details regarding the post-termination compensation payable to our NEOs, please refer to the “Compensation of Our Chief Executive Officer” subsection of this CD&A and the “Employment, Severance, and Change in Control Arrangements” and “Potential Payments upon Termination or Change in Control” sections of this proxy statement.

Rationale for Post-Termination Compensation Arrangements

Given the uncertainty inherent in change in control transactions, the Compensation Committee believes that it is in the best interests of our stockholders for management to remain neutral as to whether there is a change in control transaction, through the use of severance. Management may be less inclined to resist change in control transactions that are in the best interests of our stockholders when they have the added security that comes with change in control arrangements. Additionally, the Compensation Committee believes that our post-termination compensation and related arrangements with our NEOs are aligned with existing market practices. The severance benefits for each NEO under the applicable Executive Severance Agreement are predicated upon the NEO being terminated without Cause (i.e., “double trigger”). These benefits are also available to Mr. Rutten in the event that he resigns for Good Reason,

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and to our other NEOs under similar circumstances in the event of a Change in Control. For those NEOs, our change in control provisions do not include excise tax gross-ups, and our severance benefits are subject to the NEO signing a general release and waiver and complying with certain restrictive covenants. For all NEOs, the restrictive covenants include non-solicitation and (except for Mr. Haghighi, who resides in California) non-competition obligations for 12 months following a separation from service and certain non-disparagement, confidentiality, and intellectual property assignment obligations for an indefinite period. We believe that the restrictive covenants we have with our NEOs serve the best interests of the Company and its stockholders.

Our equity award agreements also generally provide for partial (in the case of PSUs) or full (in the case of all other equity awards) vesting of underlying equity awards in the event of a NEO’s death or disability. Similarly, the RSU Award Agreements and the PSU Award Agreements provide for partial vesting of underlying equity awards in the event of a NEO’s retirement. The Compensation Committee approved these provisions to recognize the unique impact of the leadership decisions made by our NEOs on the long-term direction of the Company.

With the exception of the post-termination compensation arrangements discussed in this CD&A, we do not have any employment, severance, change-in-control, or other post-employment compensation arrangements in place with any of our NEOs.

Other Compensation Elements

Health, Welfare, and Retirement Benefits. Our NEOs are eligible to participate in health and welfare benefit programs that are generally available to all salaried, full-time employees, as determined by, and subject to, the laws of the country of their employment. Additionally, the 401(k) Plan is a tax-qualified 401(k) savings plan that, subject to Internal Revenue Code limits, allows U.S. 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. All of the NEOs participate in the 401(k) Plan except for Mr. Rutten, who lives and works in Singapore.

Perquisites and Personal Benefits. We have a relocation program and provide certain payments and benefits under this program to all eligible employees, including the NEOs. A housing allowance, tax gross-up, tax equalization, and similar benefits may also be available for employees on expatriate assignments. 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 and offers a plan with increased health insurance coverage to our CEO.

Although they comprise a small portion of the total compensation for our NEOs, the purpose of these benefits is to promote the continuous well-being of our executives and to ensure that they are able to devote their attention to our ongoing success.

Stock Ownership Guidelines

In order to align the interests and objectives of our directors and officers with those of our stockholders, and to further promote the Company’s longstanding commitment to sound corporate governance, the Company has established guidelines for Company stock ownership and retention. Each NEO is expected to own shares of our common stock equal in value to a multiple of such NEO’s salary. The Chief Executive Officer is expected to hold 300% of his annual base salary. Each other NEO is expected to hold 100% of the NEO’s annual base salary. Executive officers have five years from the date on which they first become subject to the stock ownership guidelines to achieve this ownership level. As of the Record Date, each NEO either owned more than the minimum stock ownership level or was otherwise in compliance with the Company’s stock ownership guidelines.

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Anti-Hedging, Anti-Pledging, and Clawback Policies

The Company maintains the Clawback Policy, which requires the Company to recoup all or a portion of a participant’s incentive-based compensation, including awards granted pursuant to the Executive Bonus Plan and the 2021 Equity Plan, if the Company is required to restate its financial statements resulting in the Company’s financial performance being reduced (such that the incentive-based compensation or any portion thereof would not have been paid) and certain other requirements are met. Pursuant to the Clawback Policy, in the event that the Company is required to prepare an Accounting Restatement (as defined in the Clawback Policy), the Company will recover the amount of any Erroneously Awarded Compensation (as defined in the Clawback Policy) received by any current or former executive officer of the Company with respect to the three-year period before such Accounting Restatement.

The Company’s policies also prohibit directors, officers, and employees from engaging in hedging or derivative transactions with respect to Company securities. For a description of these anti-hedging and anti-pledging policies, please refer to the “Corporate Governance” section of this proxy statement.

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) of the Internal Revenue Code of 1986, as amended, 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, time-based equity awards are measured at their grant date fair value 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 this CD&A with management. Based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the CD&A be included in this proxy statement, and such recommendation was approved by the Board of Directors.

This report is submitted by the Compensation Committee.

Winston J. Churchill, Chairman

Roger A. Carolin

Robert R. Morse

David N. Watson

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Summary Compensation Table

The following table sets forth compensation earned for services rendered to us and our subsidiaries by our NEOs. Except as otherwise expressly provided below, amounts are in U.S. Dollars.

Notes

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All Other Compensation Table

All Other Compensation amounts in the Summary Compensation Table for 2024 consist of the following:

Notes

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Grants of Plan-Based Awards

The following table sets forth certain information with respect to each award granted to the NEOs under any plan for the year ended December 31, 2024.

Notes

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Outstanding Equity Awards at Fiscal Year-End

The following table shows the number of shares covered by both exercisable and non-exercisable stock options and the number of RSUs and PSUs held by our NEOs as of December 31, 2024.