DEF 14A of Amkor Technology, Inc., Apr 2, 2026

DEF 14A of Amkor Technology, Inc.

Filed Apr 2, 2026 · FY20250001193125-26-140275

Open on EDGAR

  1. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

    | SUMMARY COMPENSATION TABLE | 40 | | GRANTS OF PLAN-BASED AWARDS | 42 | | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | 44 | | OPTION EXERCISES AND STOCK VESTED | 46 | | EMPLOYMENT, SEVERANCE, AND CHANGE IN CONTROL ARRANGEMENTS | 47 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 49 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 52 | | PAY VERSUS PERFORMANCE | 56 | | PAY RATIO | 60 | | PROPOSAL TWO: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 61 | | PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 62 | | REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 64 | | INCORPORATION BY REFERENCE | 64 | | DELINQUENT SECTION 16(A) REPORTS | 64 | | DELIVERY OF VOTING MATERIALS TO STOCKHOLDERS SHARING AN ADDRESS | 65 | | ANNUAL REPORT ON FORM 10-K | 65 |

  2. Director Nominee Highlights

    Director Nominee Highlights 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. The Board unanimously recommends a vote FOR the election of each of the nominees for director below.

  3. Biographies of Nominees for the Board of Directors

    Biographies of Nominees for the Board of Directors

  4. Biographies of Nominees for the Board of Directors

    | Susan Y. Kim | | | Chairman of the Board Director since: 2015 Age: 63 Committees: None Director Skills and Experience: • Other Public Company Board Experience • Human Capital Management • Semiconductor Industry • International Business | Background, Skills and Experience 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 Corp. 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. |

  5. Biographies of Nominees for the Board of Directors

    | Kevin K. Engel | | | President, Chief Executive Officer, and Director Director since: 2026 Age: 54 Committees: None Director Skills and Experience: • Executive Management • Human Capital Management • Semiconductor Industry • Technology • Manufacturing • International Business | Background, Skills and Experience Kevin K. Engel has served as our President and Chief Executive Officer and Director since January 2026. Previously, Mr. Engel served as our Executive Vice President, Chief Operating Officer from February 2025 to December 2025, and our 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 since joining the Company in August 2004. Mr. Engel has nearly 30 years of experience in the electronics and semiconductor industry, including over 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. As a result of these and other professional experiences, Mr. Engel 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. Engel for election to our Board. |

  6. Biographies of Nominees for the Board of Directors

    | Douglas A. Alexander | | | Director Director since: 2018 Age: 64 Committees: • Audit • Finance Director Skills and Experience: • Executive Management • Other Public Company Board Experience • Corporate Governance • Finance or Accounting • Human Capital Management • Technology • International Business | Background, Skills and Experience 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. |

  7. Biographies of Nominees for the Board of Directors

    | Roger A. Carolin | | | Director Director since: 2006 Age: 70 Committees: • Audit • Finance Director Skills and Experience: • Executive Management • Other Public Company Board Experience • Public Company CEO Experience • Corporate Governance • Finance or Accounting • Semiconductor Industry • Technology • Manufacturing • International Business | Background, Skills and Experience Roger A. Carolin has been a director of Amkor since February 2006. Mr. Carolin is currently an independent business consultant and an active Board member. From 2004 to 2025, he was a Venture Partner at SCP Partners, a multi-stage venture capital firm that invests in technology-oriented companies, where he worked to identify attractive investment opportunities and assist 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. (Nasdaq: ISSC), where he currently serves as chair of the audit committee and on the compensation committee. 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. |

  8. Biographies of Nominees for the Board of Directors

    | Winston J. Churchill | | | Director Director since: 1998 Age: 85 Committees: • Nominating and Governance • Compensation Director Skills and Experience: • Executive Management • Other Public Company Board Experience • Corporate Governance • Finance or Accounting • Human Capital Management • Semiconductor Industry • Technology | Background, Skills and Experience Winston J. Churchill has been a director of Amkor since July 1998. 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 was a director of Societal CDMO, Inc., Baudax Bio, Inc., and of various SCP Partners portfolio companies from 2008 to 2024, and he served as a director of INDUS Realty Trust, Inc. (formerly Griffin Industrial Realty, Inc.) from 1997 to 2017, and of Innovative 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 Vice 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. |

  9. Biographies of Nominees for the Board of Directors

    | Daniel Liao | | | Director Director since: 2019 Age: 72 Committees: • Nominating and Governance Director Skills and Experience: • Executive Management • Other Public Company Board Experience • Corporate Governance • Human Capital Management • Semiconductor Industry • Technology • Manufacturing • International Business | Background, Skills and Experience 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. |

  10. Biographies of Nominees for the Board of Directors

    | MaryFrances McCourt | | | Director Director since: 2018 Age: 64 Committees: • Nominating and Governance • Audit Director Skills and Experience: • Executive Management • Finance or Accounting • Human Capital Management | Background, Skills and Experience MaryFrances McCourt has been a director of Amkor since February 2018. Ms. McCourt is currently engaged in financial consulting and Interim Chief Financial Officer roles. 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 Reserve 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. |

  11. Biographies of Nominees for the Board of Directors

    | Robert R. Morse | | | Director Director since: 2013 Age: 70 Committees: • Compensation • Finance Director Skills and Experience: • Executive Management • Other Public Company Board Experience • Public Company CEO Experience • Corporate Governance • Finance or Accounting • Human Capital Management • Technology • Manufacturing • International Business | Background, Skills and Experience Robert R. Morse has been a director of Amkor since February 2013. Mr. Morse serves as a Vice Chairman and Partner at Apollo Global Management (“Apollo”). Previously, he served as Executive Chairman of Bridge Investment Group Holdings, Inc., a real estate fund manager, from January 2011 until its acquisition by Apollo in September 2025. Prior to that, 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. |

  12. Biographies of Nominees for the Board of Directors

    | Giel Rutten | | | Director Director since: 2020 Age: 68 Committees: None Director Skills and Experience: • Executive Management • Public Company CEO Experience • Human Capital Management • Semiconductor Industry • Technology • Manufacturing • International Business | Background, Skills and Experience Giel Rutten has been a director of Amkor since June 2020. Mr. Rutten served as Amkor’s President and Chief Executive Officer from June 2020 until his retirement in December 2025. To assist in the leadership transition, Mr. Rutten provided strategic and advisory services to the Company until March 31, 2026. 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 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. |

  13. Biographies of Nominees for the Board of Directors

    | Gil C. Tily | | | Lead Independent Director Director since: 2019 Age: 72 Committees: • Nominating and Governance Director Skills and Experience: • Executive Management • Corporate Governance • Finance or Accounting • Human Capital Management • Semiconductor Industry • International Business | Background, Skills and Experience Gil C. Tily has been a director of Amkor since June 2019 and was appointed Lead Independent Director in May 2025. 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. From July 2020 to May 2025, Mr. Tily also served, in his capacity as a director, in the Board’s Strategic Oversight Role, through which he provided 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. |

  14. Biographies of Nominees for the Board of Directors

    | David N. Watson | | | Director Director since: 2014 Age: 67 Committees: • Compensation Director Skills and Experience: • Executive Management • Corporate Governance • Human Capital Management • Technology | Background, Skills and Experience David N. Watson has been a director of Amkor since August 2014. Mr. Watson is the Vice Chairman of Comcast Corporation, where he advises the company and leads on strategic initiatives. Prior to his current role, Mr. Watson served as the Chief Executive Officer of Comcast’s Connectivity & Platforms division for nearly 10 years, where he was responsible for all business aspects of Comcast’s cable operations. Prior to that 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. |

  15. Board and Committee Meetings

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

  16. 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.

  17. Director Compensation Table

    Director Compensation Table The following table shows compensation information for our Chairman and directors for the year ended December 31, 2025.

  18. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | | Susan Y. Kim, Chairman | 235,000 | 194,997 | 1 | 429,998 | | Douglas A. Alexander | 101,250 | 194,997 | 1 | 296,248 | | Roger A. Carolin | 125,750 | 194,997 | 1 | 320,748 | | Winston J. Churchill | 135,000 | 194,997 | 1 | 329,998 | | Daniel Liao | 88,750 | 194,997 | 1 | 283,748 | | John D. Liu(4) | 98,500 | 194,997 | 4 | 293,501 | | MaryFrances McCourt | 113,250 | 194,997 | 1 | 308,248 | | Robert R. Morse | 119,750 | 194,997 | 1 | 314,748 | | Gil C. Tily, Lead Independent Director | 145,000 | 194,997 | 1 | 339,998 | | David N. Watson | 102,500 | 194,997 | 1 | 297,498 |

  19. Notes

    | (2) Pursuant to our Director Compensation Policy and upon election, our non-employee directors received an annual grant of RSUs having a fair market value on the grant date of approximately $195,000 in 2025. 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, 2025 for Amkor’s directors (other than Mr. Rutten, whose compensation information is provided in the Summary Compensation Table) are as follows: Ms. Kim — 120,000; Mr. Alexander — 84,657; Mr. Carolin — 100,000; Mr. Churchill — 15,000; Mr. Liao — 60,000; Mr. Morse — 120,000; and Mr. Watson — 120,000. As of December 31, 2025, each of Amkor’s other non-employee directors held 9,874 unvested RSUs, which include rounded underlying DEUs accrued by our non-employee directors through December 31, 2025. |

  20. Executive Compensation Philosophy

    | (1) The pay mix reflects the annual base salary, annual target bonus, and annual long-term incentive target for each of Mr. Rutten and Mr. Engel for 2025 and 2026, respectively. |

  21. Executive Compensation Philosophy

    | (2) Reflects the 2025 original target bonus opportunity prior to the 25% reduction. See “Elements of our Compensation Program – Annual Incentive Opportunities” for details regarding the reduction. |

  22. Executive Compensation Philosophy

    | (3) Reflects Mr. Engel’s long-term equity incentives, excluding a one-time promotional RSU award with a target value of $1,000,000. |

  23. Annual Incentive Opportunities

    Annual Incentive Opportunities Bonus opportunities for the named executive officers for 2025 were established by the Compensation Committee under the Amkor Technology, Inc. Amended and Restated Executive Incentive Bonus Plan (the “Executive Bonus Plan”). The Executive Bonus Plan provided each participant with a 2025 target bonus amount that could be earned based on achievement of an Operating Income goal and an assessment of individual performance, with each measure operating independently. In setting the target bonus opportunities, performance metrics, and targets for 2025, the Compensation Committee considered, among other factors, alignment of executive compensation with creation of stockholder value, the high degree of uncertainty regarding Company’s anticipated performance in 2025 considering our international footprint, the economic environment, and scope of operations as a large, multi-national enterprise, and balancing incentives between financial and broader operational performance. After considering the above factors, the Compensation Committee adjusted bonus opportunities for 2025 downward by 25% compared to the prior year. It did so by weighting the Operating Income and individual performance components to total 75%, such that target performance achievement would result in payout at 75% of each NEO’s original target bonus opportunity; accordingly, achievement of maximum performance would result in a maximum payout opportunity of 150%. The effective reduction to each NEO’s target bonus opportunity is outlined in the table below.

  24. Annual Incentive Opportunities

    | Name | Original Target Bonus Opportunity | | Reduced Target Bonus Opportunity (1) | | Percentage Decrease | | | As a Percentage of Base Pay | $ Value | As a Percentage of Base Pay | $ Value | | | Giel Rutten Former President and Chief Executive Officer | 135% | $1,350,000 | 101% | $1,012,500 | (25%) | | Kevin K. Engel Incoming Chief Executive Officer and Former Chief Operating Officer | 85% | $476,000 | 64% | $357,000 | (25%) | | Megan Faust Executive Vice President, Chief Financial Officer, and Treasurer | 85% | $535,500 | 64% | $401,625 | (25%) | | Farshad Haghighi Executive Vice President, Chief Sales Officer | 85% | $476,000 | 64% | $357,000 | (25%) | | Mark N. Rogers Executive Vice President, General Counsel, and Corporate Secretary | 85% | $476,000 | 64% | $357,000 | (25%) |

  25. Annual Incentive Opportunities

    | (1) Reflects each NEO’s target bonus opportunity as reduced to reflect payout at 75% of original target bonus opportunity for achievement of target performance, rounded to the nearest whole percentage. |

  26. Annual Incentive Opportunities

    The factors above also informed the Compensation Committee’s determination to tie 2025 financial performance assessment solely to Operating Income to strongly focus the team on operating profitably during a period of uncertain growth. Further, for 2025 only, the Compensation Committee determined to establish operating income targets in May 2025 solely for the second half of the year due to heightened uncertainty of operating conditions. For 2025, the Compensation Committee also increased the weighting of our discretionary individual performance component relative to the prior year to provide flexibility within the year to adapt executives’ focus and goals as business priorities shifted and assess performance holistically at year end.

  27. The Operating Income and Individual Performance Measures(1)

    The Operating Income and Individual Performance Measures(1)

  28. The Operating Income and Individual Performance Measures(1)

    | (1) The Compensation Committee retains discretion to reduce an executive’s earned bonus notwithstanding performance goal achievement. |

  29. The Operating Income and Individual Performance Measures(1)

    | (2) In the event that the attainment for the operating income 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. |

  30. The Operating Income and Individual Performance Measures(1)

    | (3) Operating Income was determined based on operating income (as defined under U.S. generally accepted accounting principles (“GAAP”)), 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. |

  31. The Operating Income and Individual Performance Measures(1)

    In February 2026, the Compensation Committee confirmed Operating Income performance in accordance with the pre-established goals established. The Committee also considered the individual performance of each of our NEOs during 2025. In light of the Company’s achievement of several significant milestones during 2025, including breaking ground and beginning construction of its Arizona campus, breaking ground on a new facility in Korea, securing significant advance payment agreements with key customers, several organizational and executive enhancements, progression of certain corporate responsibility goals, various financial highlights, including record revenue in the Computing end market and Advanced packaging, and successful balance sheet management through capital markets and corporate finance transactions, 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 2025. The 2025 final performance determination for each factor is set forth in the table below.

  32. The Operating Income and Individual Performance Measures(1)

    | Metric | Result | Attainment % of Target | | Operating Income | $343.9 million | 146% | | Individual Performance Assessment | Exceeded Expectations | 150% |

  33. The Operating Income and Individual Performance Measures(1)

    As a result of these considerations, based on the level of achievement in 2025 and in accordance with the pre-established payout formula, the Compensation Committee approved target bonuses for the NEOs as follows:

  34. The Operating Income and Individual Performance Measures(1)

    | Name | Actual Bonus Paid | | Giel Rutten | $1,498,500 | | Kevin K. Engel | $528,360 | | Megan Faust | $594,405 | | Farshad Haghighi | $528,360 | | Mark N. Rogers | $528,360 |

  35. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-term incentive awards are typically granted to our executive officers each February of each year but 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. For fiscal 2025, the Compensation Committee determined each NEO’s equity allocation between RSU and PSU awards on an individual basis taking into account its heightened focus on retention with respect to our CEO, CFO and COO given their criticality to the successful execution of our succession strategy during the year. Accordingly, for 2025 only, these executives received a greater proportion of their equity incentives in RSUs, as detailed in the table below. All awards were granted on February 20, 2025. For fiscal 2026, NEOs equity awards were granted in an equal mix of RSUs and PSUs, except for Mr. Engel, whose RSU component was weighted more heavily due to inclusion of a promotional RSU grant with a target value of $1 million. The table below sets forth information regarding the target value, vesting and mix of RSU and PSU awards with respect to our NEOs’ 2025 awards.

  36. Long-Term Incentive Compensation

    | Name | LTI Target Value ($)* | RSU/PSU Mix (%) | RSUs (#)** | Year 1 EPS PSUs (#) | Year 2 EPS PSU (#) | Year 3 EPS PSUs (#) | rTSR PSUs (#) | | Giel Rutten | 9,200,000 | 55/45 | 221,642 | 29,697 | 29,697 | 29,697 | 96,835 | | Kevin K. Engel | 2,500,000 | 70/30 | 76,053 | 5,432 | 5,432 | 5,433 | 17,713 | | Megan Faust | 3,500,000 | 64/36 | 97,783 | 9,054 | 9,054 | 9,054 | 29,522 | | Farshad Haghighi | 1,500,000 | 50/50 | 32,594 | 5,432 | 5,432 | 5,433 | 17,713 | | Mark N. Rogers | 1,200,000 | 50/50 | 26,075 | 4,345 | 4,346 | 4,346 | 14,170 |

  37. Long-Term Incentive Compensation

    | * Target value for RSUs and EPS PSUs is converted to a number of units using the Company’s closing stock price on the date of grant; target value for the rTSR PSUs is converted to a number of units using the per share unit fair value of the date of grant as determined in accordance with GAAP. |

  38. Long-Term Incentive Compensation

    | ** For each of Mr. Rutten, Mr. Engel and Ms. Faust, 43,459 of the RSUs granted are subject to a five-quarter vesting schedule from March 1, 2025 through June 30, 2026 that was driven by the heightened retention needs in connection with our leadership succession. The balance of RSUs awarded to each of them is subject to a three-year vesting schedule. See “2025 RSUs” for additional detail. |

  39. Long-Term Incentive Compensation

    2025 PSUs. Consistent with the prior year, 2025 PSUs were equally weighted between two performance metrics, Amkor’s EPS and its rTSR as compared to the constituents of the PHLX Semiconductor Sector Index (the “SOX Index”). The Compensation Committee believes that this combination of metrics focuses executives on long-term stockholder value creation by aligning pay outcomes with stock price growth and ongoing profit generation and growth. 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, 2025 through December 31, 2025; (ii) in the case of the Year 2 EPS PSUs, the Company’s EPS for the period from January 1, 2026 through December 31, 2026; (iii) in the case of the Year 3 EPS PSUs, the Company’s EPS for the period from January 1, 2027 through December 31, 2027; and (iv) in the case of the rTSR PSUs, the Company’s rTSR over the three-year rTSR performance period commencing on the date of grant and ending on the third anniversary of the date of the grant. We do not prospectively disclose our EPS goals for future fiscal year performance periods due to competitive harm concerns. In setting the EPS goals applicable to the 2025 PSUs, the Committee considered our challenging operating environment and heightened uncertainty at the start of 2025, which significantly lowered our EPS expectations relative to the prior year. 2025 RSUs. In February 2025, the Company granted restricted stock units (“RSUs”) to its executive officers, which included an additional RSU grant to certain executive officers as part of a one-time, retention-focused award decision. The RSUs granted to Mr. Rogers and Mr. Haghighi in February 2025 will vest in three equal annual installments beginning on February 20, 2026 and ending on February 20, 2028, subject to the recipient’s continued employment with the Company at the time of vesting, except as otherwise provided in the recipient’s applicable Executive Severance Agreement. With respect to Mr. Rutten, Ms. Faust and Mr. Engel, a portion of the RSUs granted to them vest in three equal annual installments as outlined above, and a retention-focused portion vest in five equal quarterly installments beginning, March 1, 2025 and ending June 30, 2026, aligned with the timeline of our leadership transition that commenced during 2025. All vesting of RSUs is subject to continued service through each vesting date. For a discussion of the material post-employment compensation provisions under the RSU Award Agreements, please refer to the “Executive Compensation — Employment, Severance, and Change in Control Arrangements” section of this proxy statement.

  40. Previous PSU Grants with Closing Cycles During Fiscal 2025

    Previous PSU Grants with Closing Cycles During Fiscal 2025 Performance Attainment – Fiscal 2025 Year 1 EPS PSUs. Based on our fiscal 2025 EPS performance of $1.51 against our target of $1.48, the first tranche of our Fiscal 2025 EPS PSUs was achieved at 102% of target and paid out at 103% in February 2026. Performance Attainment – Fiscal 2024 Year 2 EPS PSUs. Our fiscal 2024 EPS PSUs has the same structure as our 2025 PSU awards. Based on our fiscal 2025 EPS performance of $1.51 against our fiscal 2024 EPS PSU year 2 threshold goal of $0.67, target goal of $2.24 and maximum goal of $4.03 or greater, the second tranche of our Fiscal 2024 EPS PSUs was achieved at 67% of target and paid out at 54% in February 2026.

  41. Post-Termination Compensation

    Post-Termination Compensation Executive Severance Agreements The Company has entered into Executive Severance Agreements with each of our NEOs. 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 details regarding the post-termination compensation payable to our NEOs, please refer to the “Executive Compensation — Employment, Severance, and Change in Control Arrangements” and “Executive Compensation — 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, 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. Our compensation program is designed to reward performance rather than longevity of service. We do not maintain a defined benefit pension program for our NEOs. Our U.S.-based NEOs are eligible to participate in a tax-qualified 401(k) savings plan, which is generally available to U.S. employees. Subject to Internal Revenue Code limits, U.S. employees may 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 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.

  42. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Compensation Committee recognizes the importance of obtaining objective, independent expertise and advice in carrying out its responsibilities. 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 to develop a compensation peer group to be used when evaluating our executive compensation arrangements against market norms. 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.

  43. Compensation Peer Group

    Compensation Peer Group The Compensation Committee established a group of peer companies for use as a reference point in evaluating the market competitiveness of our compensation program. The Compensation Committee considers the structures and components of, and amounts paid under, our executive compensation program as compared to peer group company practices based on data provided from public filings and other sources. In August 2024, the Compensation Committee approved the following peer group for use in setting fiscal 2025 compensation. The companies in our 2025 compensation peer group were selected based on their similarity to us, as determined using the following criteria.

  44. Timing of Grants

    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.

  45. 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.

  46. Compensation Committee Report

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Giel Rutten(4) Former President and Chief Executive Officer | 2025 | 1,000,000 | 9,017,674 | 1,498,500 | 587,955(5) | 12,104,129 | | | 2024 | 1,000,000 | 11,698,245 | 1,201,500 | 2,739,985(5) | 16,639,730 | | | 2023 | 1,000,000 | 10,831,472 | 877,500 | 135,274(5) | 12,844,246 | | Kevin K. Engel(6) President and Chief Executive Officer | 2025 | 560,000 | 2,455,250 | 528,360 | 26,806 | 3,570,416 | | | 2024 | 500,000 | 1,148,866 | 378,250 | 14,894 | 2,042,010 | | | 2023 | 450,000 | 858,101 | 248,625 | 18,654 | 1,575,380 | | Megan Faust Executive Vice President and Chief Financial Officer | 2025 | 630,000 | 3,434,722 | 594,405 | 21,083 | 4,680,210 | | | 2024 | 610,000 | 2,933,412 | 461,465 | 15,321 | 4,020,198 | | | 2023 | 600,000 | 2,350,482 | 331,500 | 12,281 | 3,294,263 | | Farshad Haghighi Executive Vice President, Chief Sales Officer | 2025 | 560,000 | 1,469,165 | 528,360 | 39,768 | 2,597,293 | | | 2024 | 560,000 | 1,295,544 | 423,640 | 23,859 | 2,303,043 | | | 2023 | 550,000 | 1,052,907 | 303,875 | 23,540 | 1,930,322 | | Mark N. Rogers Executive Vice President, General Counsel, and Corporate Secretary | 2025 | 560,000 | 1,175,305 | 528,360 | 24,642 | 2,288,307 | | | 2024 | 560,000 | 1,295,544 | 423,640 | 10,000 | 2,289,184 | | | 2023 | 550,000 | 1,052,907 | 303,875 | 10,000 | 1,916,782 |

  47. 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 “Executive Compensation — Employment, Severance, and Change in Control Arrangements” section of this proxy statement.

  48. 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 | 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) | CEO: Pro rata vesting for 2024 PSUs; Forfeiture of all unvested 2025 PSUs Other NEOs: Forfeiture of all unvested PSUs | 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 |

  49. Notes

    | (2) Does not include resignations for “Good Reason” as discussed in Note 4 above under “Potential Payments Upon Termination or Change in Control — Treatment of Equity upon Termination of Service”. |

  50. Pay versus Performance Table

    Pay versus Performance Table In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the Pay versus Performance Table below (the “PVP Table”) regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. Giel Rutten served as our PEO for each year presented. Mr. Rutten retired from this role effective December 31, 2025.

  51. Pay versus Performance Table

    | Fiscal Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) (4) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (1) | Average Compensation Actually Paid to Non-PEO NEOs ($) (1)(4) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($ in 000s) | Revenue ($ in 000s) | | | | | | | Total Shareholder Return ($) (2) | Peer Group Total Shareholder Return ($) (2)(3) | | | | 2025 | 12,104,129 | 22,696,198 | 3,284,057 | 5,428,143 | 280.28 | 268.23 | 376,116 | 6,707,981 | | 2024 | 16,639,730 | 14,238,772 | 2,663,609 | 2,143,991 | 179.83 | 186.98 | 355,535 | 6,317,692 | | 2023 | 12,844,246 | 9,731,165 | 2,179,187 | 1,688,755 | 226.98 | 155.35 | 362,131 | 6,503,065 | | 2022 | 3,557,653 | 2,422,045 | 1,696,477 | 1,525,867 | 161.76 | 93.02 | 767,042 | 7,091,585 | | 2021 | 3,832,635 | 9,781,399 | 1,614,653 | 2,716,806 | 165.56 | 142.85 | 645,607 | 6,138,329 |