DEF 14A of Amkor Technology, Inc., Apr 12, 2024

DEF 14A of Amkor Technology, Inc.

Filed Apr 12, 2024 · FY20230001193125-24-094489

Open on EDGAR

  1. ELECTION OF DIRECTORS

    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 eight 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.

  2. Biographies of Nominees for the Board of Directors

    Biographies of Nominees for the Board of Directors James J. Kim. James J. Kim was appointed as Executive Chairman of the Board of Directors in October 2009. Mr. Kim served as our Chairman and Chief Executive Officer from September 1997 until October 2009. Mr. Kim founded our predecessor, Amkor Electronics, Inc., in 1968 and served as its Chairman from 1970 to April 1998. Mr. Kim is the father of Susan Y. Kim, Executive Vice Chairman of our Board. As a result of these and other professional experiences, including his more than 50 years of service as our Chairman and Chief Executive Officer, Mr. Kim has a comprehensive understanding of the semiconductor industry and broad executive management experience in our business. He also possesses particular knowledge and experience in the manufacturing, international business, and finance areas relevant to the Company. The Board believes that the above skills and experiences qualify Mr. Kim for election to our Board. Susan Y. Kim. Susan Y. Kim has been a director of Amkor since February 2015 and has served as Executive Vice Chairman of the Board of Directors since August 2020. Ms. Kim served as Vice Chairman of the Board of Directors from May 2020 to August 2020. 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 Corp. Ms. Kim holds a B.A. in Sociology from Hamilton College and is the daughter of Mr. Kim. 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 Executive Vice President of the Company in February 2020. Before joining Amkor, he served as Chief Executive Officer of Ledzworld, an LED technology company. Prior to that, he served as Senior Vice President for the Home Business Unit of NXP B.V. (formerly Philips Semiconductors). Mr. Rutten first joined Philips Semiconductors in 1984 and took on various key management positions in the areas of general management, 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 is currently a Venture Partner at SCP Partners, a multi-stage venture capital firm that invests in technology-oriented companies, a position he has held since 2004. Mr. Carolin works to identify attractive investment opportunities and assists portfolio companies in the areas of strategy development, operating management, and intellectual property. Mr. Carolin co-founded CFM Technologies, Inc., a global manufacturer of semiconductor process equipment, and served as its Chief Executive Officer for 10 years until the company was acquired. Mr. Carolin formerly worked for Honeywell, Inc. and General Electric Co., where he developed test equipment and advanced computer systems for on-board missile applications. Mr. Carolin is a director of Innovative Solutions and Support, Inc. and FourthWall Media, Inc. Mr. Carolin holds a Bachelor’s degree 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 the Chairman of CIP Capital Management, Inc., an SBA-licensed private equity fund. Previously, Mr. Churchill was a managing partner of Bradford Associates, which managed private equity funds on behalf of Bessemer Securities Corporation and Bessemer Trust Company. From 1967 to 1983, Mr. Churchill practiced law at the Philadelphia firm of Saul Ewing, LLP, where he served as Chairman of the Banking and Financial Institutions Department, Chairman of the Finance Committee, and a member of the Executive Committee. Mr. Churchill is a director of Societal CDMO, Inc., Baudax Bio, Inc., and of various SCP Partners portfolio companies, and he served as a director of INDUS Realty Trust, Inc. (formerly Griffin Industrial Realty, Inc.) from 1997 to 2017, and of 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.

  3. Biographies of Nominees for the Board of Directors

    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. 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, 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 Company, which are among the key attributes that qualify Mr. Morse for election to our Board. Gil C. Tily. Gil C. Tily has been a director of Amkor since May 2019. 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. 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. 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.

  4. Compensation Committee

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

  5. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  6. Non-Employee Director Compensation Policy

    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 February 2023, in connection with its periodic evaluation of our director compensation program, the Compensation Committee adopted the Amended and Restated Amkor Technology, Inc. Non-Employee Director Compensation Policy (as amended and restated, the “Director Compensation Policy”).

  7. Director Compensation Table

    Director Compensation Table The following table shows compensation information for our Executive Chairman and non-employee directors for the year ended December 31, 2023.

  8. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(4)(5) | Total ($) | | James J. Kim, Executive Chairman (1) | 900,000 | 973,977 | 789,750 | 235,063 | 2,898,790 | | Susan Y. Kim, Executive Vice Chairman | 224,000 | 184,990 | — | 9 | 408,999 | | Douglas A. Alexander | 100,000 | 184,990 | — | — | 284,990 | | Roger A. Carolin | 129,000 | 184,990 | — | 9 | 313,999 | | Winston J. Churchill, Lead Independent Director | 154,000 | 184,990 | — | 9 | 338,999 | | Daniel Liao | 94,000 | 184,990 | — | 9 | 278,999 | | MaryFrances McCourt | 96,000 | 184,990 | — | 9 | 280,999 | | Robert R. Morse | 101,000 | 184,990 | — | 9 | 285,999 | | Gil C. Tily | 177,000 | 184,990 | — | 9 | 361,999 | | David N. Watson | 84,000 | 184,990 | — | 9 | 268,999 |

  9. Notes

    | our directors, please refer to the “Director Compensation—Equity Compensation” section of this proxy statement. For the PSUs awarded to Mr. Kim, the valuation was based upon a 100% attainment, which represents the probable outcome of the performance conditions for those awards, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC 718. The value of the 2023 PSU awards at the grant date for Mr. Kim, assuming that the highest level of the performance conditions will be achieved, was $1,468,229. The amounts for the RSUs and (in the case of Mr. Kim only) PSUs reported in the table above reflect the accounting expense for these awards on the grant date and do not correspond to the actual value, if any, that will be recognized by the applicable director. The values for the RSUs and PSUs awarded to Mr. Kim and included in the Stock Awards column also reflect that, pursuant to the terms and conditions of the applicable equity award agreements, he does not have any dividend equivalent rights with respect to such RSUs and PSUs. |

  10. Notes

    | (3) As compensation for his service as an employee, Mr. Kim received 9,279 RSUs and 27,839 PSUs in 2023. Pursuant to our Director Compensation Policy and upon re-election, our non-employee directors received an annual grant of RSUs having a fair market value on the grant date of $185,000 in 2023. As discussed in the “Director Compensation - Equity Compensation” section of this proxy statement, pursuant to the terms of the RSU award agreement for non-employee directors, upon the Company’s payment of a cash dividend, DEUs accrue with respect to the underlying RSUs, with each DEU representing an additional RSU and subject to the same vesting provisions as the underlying RSU. Total stock options outstanding as of December 31, 2023 for Amkor’s directors (other than Mr. Rutten, whose compensation information is provided in the Summary Compensation Table) are as follows: Mr. Kim — 450,000; Ms. Kim — 145,000; Mr. Alexander — 84,657; Mr. Carolin — 140,000; Mr. Churchill — 40,000; Mr. Liao — 60,000; Ms. McCourt — 20,000; Mr. Morse — 140,000; Mr. Tily — 20,000; and Mr. Watson — 160,000. As of December 31, 2023, Mr. Kim held 22,527 RSUs and 60,083 PSUs, and each of Amkor’s non-employee directors held 8,550 RSUs, which include rounded underlying DEUs accrued through December 31, 2023. |

  11. Objectives of Our Executive Compensation Program

    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 Executive 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 Executive Chairman, have evaluated and monitored the effectiveness of our overall executive compensation arrangements on an ongoing basis. The Compensation Committee retains F.W. Cook 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 Executive Chairman our Chief Executive Officer’s compensation. In setting our executive officers’ overall compensation, the Compensation Committee generally considers a variety of factors related to the Company’s performance, including, in the case of our 2023 annual bonus program for executives, projections for continued growth in 2023, the Company’s strong performance in 2022, and balancing incentives for revenue with incentives for operating income. The Company has entered into Executive Severance Agreements with Mr. Rutten and each of our U.S.-based 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.

  12. Compensation of Our Chief Executive Officer

    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 RSAs in 2020, with three-year quarterly vesting that reflected the majority of Mr. Rutten’s equity compensation awards during 2020, 2021, and 2022. The Compensation Committee and Executive Chairman created a 2023 compensation program for Mr. Rutten intended to provide a new incentive for his continued service, recognizing that the June 2020 equity awards provided to Mr. Rutten upon his promotion to President and Chief Executive Officer had been earned and were fully vested as of July 2023. The 2023 total compensation provided to the CEO, as reported in the Summary Compensation Table, was designed to be highly performance based, with approximately 73% of target equity awards at risk for achievement of multi-year earnings per share or for execution of strategies related to the ramp of new operations in the Company’s new facility in Vietnam and related to expanding the Company’s advanced packaging capacity for 2.5D technology. 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 2023, 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. Entering 2023, Mr. Rutten had served as President and Chief Executive Officer of the Company during a period of significant stock price appreciation. Mr. Rutten was granted certain RSU awards and PSU awards in February 2023 and in December 2023. The combined values of the RSU and PSU awards in February 2023 and December 2023 resulted in approximately 73% of the chief executive officer’s target equity awards being contingent on the achievement of future performance goals. On February 16, 2023, Mr. Rutten was granted 55,679 RSUs, subject to the terms and conditions of the Company’s form of RSU award agreement for employees under the 2021 Equity Plan (the “RSU Award Agreement”) and 167,037 PSUs, at target level of achievement and subject to the terms and conditions of the Company’s form of PSU award agreement for employees under the 2021 Equity Plan (the “PSU Award Agreement”). The number of PSU Awards that Mr. Rutten will ultimately earn from the February 2023 PSUs will be determined based on the achievement of a performance goal based on the Company’s two-year cumulative earnings per share for the 2023 and 2024 Performance Period (the “2023-2024 Performance Period”). Two-year cumulative earnings per share was chosen as a performance metric to require ongoing profit generation over multiple years and was set higher than prior performance to require profit growth. The Company believes that increasing multi-year earnings per share will benefit stockholders with stock price growth or other capital returns. The percentage of the February 2023 PSU awards earned can range from 0% to 200% of the stated target amount of PSUs, with the final amount to be determined no later than March 31, 2025. The funding schedule for Mr. Rutten was the same as for other NEOs (with linear interpolation when performance is between points shown):

  13. Compensation of Our Chief Executive Officer

    | % 2-Year Cumulative Earnings Per Share Goal Achieved | <70% | 70% | 100% | 160% | | % Target PSUs Earned | —% | 50% | 100% | 200% |

  14. Our Compensation Program Rewards Individual and Company Performance

    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. Our long-term incentive program has historically consisted of grants of stock options, RSUs, and RSAs 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. RSAs and 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 PSUs granted on February 16, 2023 (the “February 2023 PSUs”) allow up to a 200% target payout based on the degree to which a basic cumulative earnings per share performance goal is achieved for the 2023-2024 Performance Period. For the PSUs granted on February 24, 2022, the performance period began on January 1, 2022 and ended on December 31, 2023 (the “2022-2023 Performance Period”). The Company believes that increasing multi-year earnings per share will benefit stockholders with stock price growth or other capital returns. On December 14, 2023, the Company made a special grant of PSUs to NEOs that become fully vested based on the achievement of either of two performance goals during the 2024 Performance Period. These performance goals are 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. For discussion of the performance goals for the PSUs, please refer to the Grants of Plan-Based Awards Table. Timing of Grants. The Compensation Committee has not granted, nor does it intend in the future to grant, equity awards 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 grant dates.

  15. Elements of Our Compensation Program

    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, such as PSUs or other equity-based incentives. 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) and our Executive Chairman. In February 2023, the Compensation Committee approved base salary increases for our NEOs as follows: Mr. Rutten’s base salary was increased from $950,000 to $1,000,000; Ms. Faust’s base salary was increased from $590,000 to $600,000; Mr. Rogers’ base salary was increased from $540,000 to $550,000; and Mr. Haghighi’s base salary was increased from $525,000 to $550,000. 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 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 2023 were established by the Compensation Committee under the Executive Bonus Plan in February 2023. In setting the target bonus opportunities for 2023, the Compensation Committee considered, among other factors, alignment of executive compensation with creation of stockholder value, the Company’s anticipated growth in 2023, and balancing incentives for revenue with incentives for operating income. For 2023, 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 2023.

  16. Elements of Our Compensation Program

    | Name | Target Bonus as a Percentage of Base Pay | | James J. Kim | 135% | | Executive Chairman (1) | | | Giel Rutten | 135% | | President and Chief Executive Officer | | | Megan Faust | 85% | | Executive Vice President, Chief Financial Officer, and Treasurer | | | Mark N. Rogers | 85% | | Executive Vice President, General Counsel, and Corporate Secretary | | | Farshad Haghighi | 85% | | Executive Vice President, Chief Sales Officer | | | Kevin K. Engel | 85% | | Executive Vice President, Business Units | |

  17. Notes

    | • | no payout would be made with respect to such performance measure unless the threshold level of performance was exceeded; |

  18. Notes

    | • | 100% of the target bonus amount would be paid if the target level of performance was achieved; and |

  19. Notes

    | • | 200% of the target bonus amount would be paid if the maximum level of performance was achieved or exceeded. |

  20. Notes

    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 2023. For 2023, 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 2023, the threshold performance goal for the Revenue performance measure under the Executive Bonus Plan was $6,400 million, the target was $7,200 million, and the maximum level of performance was $7,700 million. The Operating Income threshold performance goal was $600 million, the target was $720 million, and the maximum level of performance was $900 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 2024, the Compensation Committee confirmed the Revenue attainment for 2023, which was $6,503 million, and the Operating Income attainment for 2023, which was $470 million, resulting in an attainment for the Revenue and Operating Income components of 13% and 0%, respectively, in accordance with the pre-established payout formula. The Compensation Committee also considered the individual performance of each of our NEOs and Mr. Kim during 2023. In light of the Company’s achievement of several significant financial milestones during 2023, including market share growth, outperformance against the semiconductor industry, financial discipline and management, maintaining profitability in a cyclical downturn, expansion of the Company’s manufacturing footprint with advanced packaging capacity, progress on planning for a manufacturing facility in the United States, and progress on developing and implementing ESG initiatives, including a net-zero commitment, the Compensation Committee determined that achievement of the Individual Performance measure for each of our NEOs and Mr. Kim should be set at 200% of the potential target for 2023, consistent with the maximum under the formula and recognizing that Individual Performance attainment only relates to 30% of the target Executive Bonus Plan award. As a result of these considerations, based on the level of achievement in 2023 and in accordance with the pre-established payout formula, the Compensation Committee approved below target bonuses for the NEOs and Mr. Kim as set forth below:

  21. Notes

    | Name | 2023 Target Bonus | 2023Actual Bonus | 2023 Actual Bonus (as % of Target) | | James J. Kim | $1,215,000 | $789,750 | 65% | | Giel Rutten | $1,350,000 | $877,500 | 65% | | Megan Faust | $510,000 | $331,500 | 65% | | Mark N. Rogers | $467,500 | $303,875 | 65% | | Farshad Haghighi | $467,500 | $303,875 | 65% | | Kevin K. Engel | $382,500 | $248,625 | 65% |

  22. Notes

    Long-Term Incentive Compensation The Company has granted equity-based awards to executives from time to time, typically in the form of stock options, RSAs, 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 RSAs, 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 Compensation Committee, and our Executive Chairman regarding his recommendations for long-term incentive awards to 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 and the Executive Chairman. On February 16, 2023, the Compensation Committee granted PSUs and RSUs under the 2021 Equity Plan to our Executive Chairman and our NEOs as follows: Mr. Kim, 27,839 PSUs and 9,279 RSUs; Mr. Rutten, 167,037 PSUs and 55,679 RSUs; Ms. Faust, 50,111 PSUs and 16,703 RSUs; Mr. Rogers, 22,271 PSUs and 7,423 RSUs; Mr. Haghighi, 22,271 PSUs and 7,423 RSUs; and Mr. Engel, 16,703 PSUs and 5,567 RSUs. For each of our Executive Chairman, Mr. Rutten, Ms. Faust, Mr. Rogers, Mr. Haghighi, and Mr. Engel, the aggregate value of the foregoing equity awards was allocated as 75% PSUs and 25% RSUs to emphasize the performance-based element that aligns with the two-year earnings per share goal underlying the PSUs. The allocation between these two forms of equity awards was to emphasize a performance-based requirement to earn equity awards rather than using equity as a retention-oriented incentive. On December 14, 2023, the Compensation Committee granted PSUs and RSUs under the 2021 Equity Plan to our NEOs as follows: Mr. Rutten, 106,638 PSUs and 43,857 RSUs; Ms. Faust, 18,023 PSUs; Mr. Rogers, 8,260 PSUs; Mr Haghighi, 8,260 PSUs; and Mr. Engel, 8,260 PSUs. Such equity awards were granted as part of the 2023 compensation program to incentivize achievement of certain performance goals related to geographic expansion of the Company’s manufacturing footprint and expanding the Company’s advanced packaging capacity in support of high growth potential end markets. Description of 2023 PSUs. Under the PSU Award Agreement, for the February 2023 PSUs granted to our Executive Chairman, Mr. Rutten, Ms. Faust, Mr. Rogers, Mr. Haghighi, and Mr. Engel under the 2021 Equity Plan, the number of February 2023 PSU awards that a recipient will ultimately earn will be determined based on the achievement of a performance goal based on the Company’s two-year cumulative earnings per share for the 2023-2024 Performance Period. Two-year cumulative earnings per share was chosen as a performance metric to require ongoing profit generation over multiple years and was set higher than prior performance to require profit growth. The Company believes that increasing multi-year earnings per share will benefit stockholders with stock price growth or other capital returns. The percentage of the February 2023 PSUs earned can range from 0% to 200% of the stated amount of PSUs, with the final amount to be determined no later than March 31, 2025, with receipt subject to the recipient’s continued employment through the date of determination. For additional information regarding the February 2023 PSUs, please refer to the Grants of Plan-Based Awards Table. The funding schedule was the same for all February 2023 PSUs granted to Mr. Rutten and the NEOs (with linear interpolation when performance is between the points shown):

  23. Notes

    | % 2-Year Cumulative Earnings Per Share Goal Achieved | <70% | 70% | 100% | 160% | | % Target PSUs Earned | —% | 50% | 100% | 200% |

  24. Notes

    The Company also issued PSUs in December 2023 to Mr. Rutten, Ms. Faust, Mr. Rogers, Mr. Haghighi, and Mr. Engel. PSU earnout will be based on the achievement of either of two internal performance goals related to 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 during the 2024 Performance Period. The Company is not able to provide specific performance goals because it believes that providing them would result in competitive harm. The Company believes that the performance goals are set at rigorous but achievable levels. For additional information regarding the 2023 PSUs, please refer to the Grants of Plan-Based Awards Table. For a discussion of the material post-employment compensation provisions under the PSU Award Agreement, and the Rutten PSU Award Agreement, please refer to the “Employment, Severance, and Change in Control Arrangements” section of this proxy statement. Description of 2023 RSUs. Under the RSU Award Agreement, the RSUs granted in February 2023 will vest in four equal installments beginning on February 16, 2024 and ending on February 16, 2027, subject to the recipient’s continued employment with the Company at the time of vesting. Under the Rutten RSU Award Agreement, the RSUs granted to Mr. Rutten in December 2023 will vest in full on July 1, 2024, subject to Mr. Rutten’s continued employment with the Company at the time of vesting, except in the event Mr. Rutten is terminated by the Company without Cause (as defined in the 2021 Equity Plan), in which case the RSUs will become fully vested. For a discussion of the material post-employment compensation provisions under the RSU Award Agreement, and the Rutten RSU Award Agreement, please refer to the “Employment, Severance, and Change in Control Arrangements” section of this proxy statement. Performance Attainment - 2022 PSUs. On February 24, 2022, the Compensation Committee awarded PSUs to our Executive Chairman and our NEOs, other than Mr. Rutten. The 2022 PSUs were earned based on 2022 and 2023 cumulative two-year earnings per share relative to a goal set at the start of 2022. The target number of 2022 PSUs was as follows: Mr. Kim, 32,244 PSUs; Ms. Faust, 41,197 PSUs; Mr. Rogers, 22,570 PSUs; Mr. Haghighi, 22,570 PSUs; and Mr. Engel, 11,285 PSUs. The 2022 PSUs vested based on the level of achievement of an earnings per share performance goal for the 2022-2023 PSU Performance Period according to the following terms:

  25. Notes

    | • | no PSUs would be earned unless the threshold level of performance was achieved |

  26. Notes

    | • | 50% of the PSUs awarded would be earned if 70% of the target earnings per share was achieved |

  27. Notes

    | • | 100% of the PSUs awarded would be earned if 100% of the target earnings per share was achieved |

  28. Notes

    | • | 200% of the PSUs awarded would be earned if 160% of the target earnings per share was achieved or exceeded |

  29. Tax and Accounting Considerations

    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.

  30. Summary Compensation Table

    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.

  31. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Giel Rutten | 2023 | 1,000,000 | 10,831,472 | 877,500 | 135,274(4) | 12,844,246 | | President and | 2022 | 950,000 | 966,460 | 1,500,525 | 140,668(4) | 3,557,653 | | Chief Executive Officer | 2021 | 850,000 | 1,147,500 | 1,721,250 | 113,885(4) | 3,832,635 | | Megan Faust | 2023 | 600,000 | 2,350,482 | 331,500 | 12,281 | 3,294,263 | | Executive Vice President, | 2022 | 590,000 | 1,270,637 | 552,240 | 20,281 | 2,433,158 | | Chief Financial Officer, and Treasurer | 2021 | 550,000 | 688,713 | 618,750 | 10,000 | 1,867,463 | | Mark N. Rogers | 2023 | 550,000 | 1,052,907 | 303,875 | 10,000 | 1,916,782 | | Executive Vice President, | 2022 | 540,000 | 684,164 | 505,440 | 10,000 | 1,739,604 | | General Counsel, and Corporate Secretary | 2021 | 520,000 | 590,332 | 585,000 | 10,205 | 1,705,537 | | Farshad Haghighi | 2023 | 550,000 | 1,052,907 | 303,875 | 23,540 | 1,930,322 | | Executive Vice President, | 2022 | 525,000 | 684,164 | 491,400 | 10,000 | 1,710,564 | | Chief Sales Officer | 2021 | 439,250(5) | 245,964 | 376,863(6) | 10,000 | 1,072,077 | | Kevin K. Engel (7) | 2023 | 450,000 | 858,101 | 248,625 | 18,654 | 1,575,380 | | Executive Vice President | | | | | | | | Business Units | | | | | | |

  32. Grants of Plan-Based Awards

    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, 2023.

  33. Grants of Plan-Based Awards

    | | | Date of Compensation Committee Action if Different from Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Numbers of Shares of Stock (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Giel Rutten | 2/16/2023 | 2/7/2023 | | | | | | | 55,679 | 1,439,302 | | | 2/16/2023 | 2/7/2023 | | | | 83,518 | 167,037 | 334,074 | | 4,404,766 | | | 2/7/2023 | | 0 | 1,350,000 | 2,700,000 | | | | | | | | 12/14/2023 | | | | | | | | 43,857 | 1,453,421 | | | 12/14/2023 | | | | | | 106,638 | | | 3,533,983 | | Megan Faust | 2/16/2023 | 2/7/2023 | | | | | | | 16,703 | 431,773 | | | 2/16/2023 | 2/7/2023 | | | | 25,055 | 50,111 | 100,222 | | 1,321,427 | | | 2/7/2023 | | 0 | 510,000 | 1,020,000 | | | | | | | | 12/14/2023 | | | | | | 18,023 | | | 597,282 | | Mark N. Rogers | 2/16/2023 | 2/7/2023 | | | | | | | 7,423 | 191,885 | | | 2/16/2023 | 2/7/2023 | | | | 11,135 | 22,271 | 44,542 | | 587,286 | | | 2/7/2023 | | 0 | 467,500 | 935,000 | | | | | | | | 12/14/2023 | | | | | | 8,260 | | | 273,736 | | Farshad Haghighi | 2/16/2023 | 2/7/2023 | | | | | | | 7,423 | 191,885 | | | 2/16/2023 | 2/7/2023 | | | | 11,135 | 22,271 | 44,542 | | 587,286 | | | 2/7/2023 | | 0 | 467,500 | 935,000 | | | | | | | | 12/14/2023 | | | | | | 8,260 | | | 273,736 | | Kevin K. Engel | 2/16/2023 | 2/7/2023 | | | | | | | 5,567 | 143,907 | | | 2/16/2023 | 2/7/2023 | | | | 8,351 | 16,703 | 33,406 | | 440,458 | | | 2/7/2023 | | 0 | 382,500 | 765,000 | | | | | | | | 12/14/2023 | | | | | | 8,260 | | | 273,736 |

  34. Outstanding Equity Awards at Fiscal Year-End

    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, 2023.

  35. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(2) | | Giel Rutten | 2/15/2019 | 10,625 | — | — | 9.48 | 2/15/2029 | | | | | | | 7/30/2020 | 102,500 | — | — | 14.17 | 7/30/2030 | | | | | | | 2/24/2022 | | | | | | 32,244(4) | 1,072,758 | | | | | 2/16/2023 | | | | | | 55,679(5) | 1,852,440 | | | | | 2/16/2023 | | | | | | | | 83,518(6) | 2,778,644 | | | 12/14/2023 | | | | | | 43,857(7) | 1,459,122 | | | | | 12/14/2023 | | | | | | | | 106,638(8) | 3,547,846 | | Megan Faust | 2/15/2019 | 8,200 | — | — | 9.48 | 2/15/2029 | | | | | | | 2/11/2021 | | | | | | 3,812(9) | 126,825 | | | | | 2/24/2022 | | | | | | 10,479(4) | 348,636 | | | | | 2/24/2022 | | | | | | | | 41,917(10) | 1,394,579 | | | 2/16/2023 | | | | | | 16,703(5) | 555,709 | | | | | 2/16/2023 | | | | | | | | 25,055(6) | 833,580 | | | 12/14/2023 | | | | | | | | 18,023(8) | 599,625 |

  36. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(2) | | Mark N. Rogers | 6/10/2019 | 150,000 | — | — | 7.40 | 6/10/2029 | | | | | | | 2/11/2021 | | | | | | 3,268(9) | 108,726 | | | | | 2/24/2022 | | | | | | 5,642(4) | 187,709 | | | | | 2/24/2022 | | | | | | | | 22,570(10) | 750,904 | | | 2/16/2023 | | | | | | 7,423(5) | 246,963 | | | | | 2/16/2023 | | | | | | | | 11,135(6) | 370,461 | | | 12/14/2023 | | | | | | | | 8,260(8) | 274,810 | | Farshad Haghighi | 2/11/2021 | | | | | | 1,337(9) | 44,482 | | | | | 2/24/2022 | | | | | | 5,577(4) | 185,547 | | | | | 2/24/2022 | | | | | | | | 22,570(10) | 750,904 | | | 2/16/2023 | | | | | | 7,357(5) | 244,767 | | | | | 2/16/2023 | | | | | | | | 11,135(6) | 370,461 | | | 12/14/2023 | | | | | | | | 8,260(8) | 274,810 | | Kevin K. Engel | 2/11/2021 | | | | | | 1,607(9) | 53,465 | | | | | 2/24/2022 | | | | | | 2,790(4) | 92,823 | | | | | 2/24/2022 | | | | | | | | 11,285(10) | 375,452 | | | 2/16/2023 | | | | | | 5,520(5) | 183,650 | | | | | 2/16/2023 | | | | | | | | 8,351(6) | 277,838 | | | 12/14/2023 | | | | | | | | 8,260(8) | 274,810 |

  37. Outstanding Equity Awards at Fiscal Year-End

    | (1) This column represents unvested RSUs outstanding as of December 31, 2023. |

  38. Outstanding Equity Awards at Fiscal Year-End

    | (2) The amounts in this column are calculated by multiplying the closing market price of our common stock as of December 29, 2023 ($33.27) by the number of RSUs or PSUs, as applicable, listed for the specified NEO. The amounts in this column do not necessarily represent the fair value for expensing purposes or the fair value of awards that were expected to vest as of December 31, 2023. |

  39. Outstanding Equity Awards at Fiscal Year-End

    | (3) This column represents unvested awards of PSUs outstanding as of December 31, 2023 that remain subject to a performance condition and assuming achievement of such performance condition: (i) for the PSUs granted in 2022 and December 2023, at the Target level of performance; and (ii) for the February 2023 PSUs, at the threshold level of performance. |

  40. Outstanding Equity Awards at Fiscal Year-End

    | (4) This RSU award was granted on February 24, 2022 and vests annually at a rate of 25% over four years. |

  41. Outstanding Equity Awards at Fiscal Year-End

    | (5) This RSU award was granted on February 16, 2023 and vests annually at a rate of 25% over four years. |

  42. Outstanding Equity Awards at Fiscal Year-End

    | (6) This PSU award was granted on February 16, 2023 and will vest, if at all, based on the Company’s achievement of an earnings per share performance goal for the 2023-2024 Performance Period. |

  43. Outstanding Equity Awards at Fiscal Year-End

    | (7) This RSU award was granted on December 14, 2023 and vests in full on July 1, 2024. |

  44. Outstanding Equity Awards at Fiscal Year-End

    | (8) This PSU award was granted on December 14, 2023 and will vest, if at all, based on the Company’s achievement of the performance goal for the 2024 Performance Period. |

  45. Outstanding Equity Awards at Fiscal Year-End

    | (9) This RSU was granted on February 11, 2021 and vests annually at a rate of 25% over four years. |

  46. Outstanding Equity Awards at Fiscal Year-End

    | (10) This PSU award was granted on February 24, 2022 and will vest, if at all, based on the Company’s achievement of an earnings per share performance goal for the 2022-2023 Performance Period. |

  47. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows, with respect to our NEOs, the number of shares underlying stock options that were exercised, and the number of shares underlying RSAs, RSUs, and PSUs that vested, during the year ended December 31, 2023.

  48. Option Exercises and Stock Vested

    | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Giel Rutten | 60,000 | 830,898 | 119,498 | 3,203,864 | | Megan Faust | 48,300 | 794,990 | 47,033 | 1,200,875 | | Mark N. Rogers | — | — | 39,201 | 1,001,197 | | Farshad Haghighi | 6,250 | 108,831 | 17,431 | 444,893 | | Kevin K. Engel | 6,250 | 98,727 | 19,601 | 500,611 |

  49. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  50. Cash Payments upon Termination of Service

    Cash Payments upon Termination of Service For a discussion of the cash severance payments payable to our NEOs upon termination, please refer to the “Employment, Severance, and Change in Control Arrangements” section of this proxy statement.

  51. Treatment of Equity upon Termination of Service

    | Treatment of Outstanding Equity Awards upon Various Termination Events | | | | | | | | | Award Type | Voluntary Resignation (1) | Retirement (2) | Involuntary Not for Cause (3) | For Cause Termination | Change in Control (4) | Death | Disability | | Options | Forfeiture of unvested option; up to 3 months to exercise vested option | Forfeiture of unvested option; up to 24 months to exercise vested option | CEO: Acceleration of options that would have vested within 18 months; up to 24 months to exercise vested option Other NEOs: Forfeiture of unvested option; up to 3 months to exercise vested option | Forfeiture of unvested option; up to 3 months to exercise vested option | Accelerated vesting; up to 24 months to exercise vested option | Accelerated vesting; up to 24 months to exercise vested option | Accelerated vesting; up to 24 months to exercise vested option | | RSU | Forfeiture of all unvested RSUs | Pro rata vesting (next tranche only) | CEO: Accelerated vesting of RSUs that would have vested within 18 months Other NEOs: Forfeiture of all unvested RSUs December 2023 RSUs - full vesting | Forfeiture of all unvested RSUs | Accelerated vesting | Accelerated vesting | Accelerated vesting | | PSU | Forfeiture of all unvested PSUs | Pro rata vesting at determination date (if retirement is more than 6 months after grant date) | Forfeiture of all unvested PSUs CEO: December 2023 PSUs - full vesting | Forfeiture of all unvested PSUs | Vesting on determination date at greater of target or actual attainment (if award assumed and employment terminated without cause or with Good Reason prior to determination date) | Pro rata vesting at determination date | Pro rata vesting at determination date |

  52. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  53. Pay versus Performance Table

    Pay versus Performance Table References to “PEO 1” and “PEO 2” in the Pay versus Performance Table below (the “PVP Table”) refer, respectively, to Stephen D. Kelley, who served as our CEO from January 1, 2020 through June 16, 2020, and Mr. Rutten, who has served as our CEO since June 17, 2020.

  54. Pay versus Performance Table

    | Fiscal Year | Summary Compensation Table Total for PEO 1 ($)(1) | Compensation Actually Paid to PEO 1 ($)(1)(5) | Summary Compensation Table Total for PEO 2 ($)(1) | Compensation Actually Paid for PEO 2 ($)(1)(5) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(5) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($) | Revenue ($) | | | | | | | | | Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(3)(4) | | | | 2023 | 0 | 0 | 12,844,246 | 9,731,165 | 2,179,187 | 1,688,755 | 263.98 | 238.72 | 362,131 | 6,503,065 | | 2022 | 0 | 0 | 3,557,653 | 2,422,045 | 1,696,477 | 1,525,867 | 188.13 | 142.94 | 767,042 | 7,091,585 | | 2021 | 0 | 0 | 3,832,635 | 9,781,399 | 1,614,653 | 2,716,806 | 192.55 | 219.51 | 645,607 | 6,138,329 | | 2020 | 3,089,209 | 3,055,134 | 9,736,145 | 9,951,398 | 1,009,893 | 1,045,233 | 116.30 | 153.66 | 340,499 | 5,050,589 |

  55. PAY RATIO

    PAY RATIO For 2023, our last completed fiscal year:

  56. PAY RATIO

    | • | the median of the annual total compensation of all employees of the Company (other than our CEO) was $18,109; and |

  57. PAY RATIO

    | • | the annual total compensation of Mr. Rutten was $12,844,246. |

  58. PAY RATIO

    Based on this information, for 2023, the ratio of the annual total compensation of Mr. Rutten to the median of the annual total compensation of all employees was 709 to 1. The pay ratio above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We describe the methodology and the material assumptions, adjustments, and estimates that we used to calculate the total compensation of our CEO for 2023, to identify the median of the annual total compensation of all of our employees, and to determine the annual total compensation of the “median employee” below. Because SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. To identify our median employee, we collected data from our global workforce, consisting of all U.S. and non-U.S. full-time, part-time, seasonal, and temporary employees of the Company and its consolidated subsidiaries as of December 31, 2023. We utilized compensation as reported to the local tax authorities for each jurisdiction, as maintained in the ordinary course, to determine annual compensation and to identify our median employee. However, we excluded employees who are required to be included in the Company’s payroll records but received no compensation from the Company during the year ended December 31, 2023, including, but not limited to, seconded employees and employees who were on a long-term leave of absence during that year. We did not annualize the compensation of permanent employees who were hired in 2023 but did not work for us or our consolidated subsidiaries for the entire fiscal year. We also utilized the Company’s calculated spot exchange rate as of December 31, 2023 to convert pay received by our international employees to U.S. dollars, but we did not make any cost-of-living adjustments in identifying the median employee. The median employee’s total compensation was calculated using the same methodology used to calculate the annual total compensation of our CEO as set forth in the Summary Compensation Table. Using this methodology, for purposes of 2023 compensation, we determined that the median employee was a full-time employee located in Taiwan.