DEF 14A of Magnachip Semiconductor Corp
Filed Apr 30, 2026 · FY20250001193125-26-197484
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The members of our Board are elected to one-year terms, with each director to serve until such director’s successor is elected and qualified or until such director’s earlier resignation or removal. We have four authorized members on our Board. The number of directors may be changed by our Board from time to time by resolution of a majority of the authorized directors, or by amendment of our bylaws by the affirmative vote of 66-2/3% of the outstanding voting stock of the Company, voting together as a single class. At the Annual Meeting, four directors are to be elected to hold office for a one-year term and until their successors are elected and qualified. The nominees to the Board are Mr. Camillo Martino, Mr. Gilbert Nathan, Mr. Cristiano Amoruso and Ms. Kyo-Hwa (Liz) Chung. Information regarding the nominees is set forth below. Each of the nominees listed in the Proxy Statement has agreed to serve as a director if elected. If for some unforeseen reason a nominee becomes unwilling or unable to serve, proxies will be voted for a substitute nominee selected by the Board. The following table sets forth certain information regarding our director nominees:
ELECTION OF DIRECTORS
| Name | Age | Position | | Camillo Martino | 64 | Director, Chairman and Interim Chief Executive Officer | | Gilbert Nathan | 46 | Lead Director, Chair of the Audit Committee and the Nominating and Corporate Governance Committee, Member of the Compensation Committee | | Cristiano Amoruso | 46 | Director, Member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee | | Kyo-Hwa (Liz) Chung | 53 | Director, Chair of the Compensation Committee, Member of the Audit Committee and the Nominating and Corporate Governance Committee |
ELECTION OF DIRECTORS
Camillo Martino, Director, Chairman and Interim Chief Executive Officer. Mr. Martino has served as the Company’s Chairman of the Board since June 2020 and as a director since August 2016. Effective August 11, 2025, Mr. Martino was also appointed Interim Chief Executive Officer of the Company. Mr. Martino currently also serves as a member of the board of directors for CXApp. Mr. Martino also serves as a member of the board of directors at multiple privately-held companies, including VVDN Technologies, Sakuu and Ceremorphic. Mr. Martino previously served as a director of Cypress Semiconductor from 2017 through to 2020, a director of Sensera from 2018 to 2024, and was also the Chief Executive Officer of Silicon Image Inc. from January 2010 until the completion of its sale to Lattice Semiconductor Corporation in March 2015. From 2008 to 2009, Mr. Martino served as Chief Operating Officer of SAI Technology Inc., where he also served as a director from 2006 to 2010. From 2005 to 2007, Mr. Martino served as a director, the President and Chief Executive Officer of Cornice Inc. From 2001 to 2005, Mr. Martino served as the Executive Vice President and Chief Operating Officer at Zoran Corporation. Prior to that, Mr. Martino held multiple positions with National Semiconductor Corporation for a total of nearly 14 years, and in four different countries. Mr. Martino holds a Bachelor of Applied Science degree from the University of Melbourne and a Graduate Diploma from Monash University in Australia. Our Board has concluded that Mr. Martino should serve on the Board based upon his extensive operating and Board experience with technology companies. Gilbert Nathan, Lead Director, Chair of the Audit Committee and the Nominating and Corporate Governance Committee, Member of the Compensation Committee. Mr. Nathan is the Managing Member of Jackson Square Advisors LLC, a financial advisory and services firm. He serves on the Boards of Directors of Ready Capital Corporation and Alto Ingredients, Inc. Mr. Nathan is the plan administrator of Mission Coal and Mahwah Bergen Retail Group, Inc. and is the Chief Executive Officer of Keycon Power Holdings, LLC. Mr. Nathan was formerly a Senior Analyst with Candlewood Investment Group and served as Principal at Restoration Capital Management. Mr. Nathan has a BS degree in Management, Major in Finance from the A. B. Freeman School of Business at Tulane University. Our Board has concluded that Mr. Nathan should serve on our Board based upon his extensive experience in finance. Mr. Nathan was appointed as Lead Director in connection with the appointment of Mr. Camillo Martino as Interim Chief Executive Officer. Cristiano Amoruso, Director, Member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Amoruso is Managing Partner and Portfolio Manager of Byreforge Management LP, a New York and London-based investment firm that seeks to drive long-term value at publicly listed companies by partnering with management and boards on a combination of operational and strategic improvements. He currently serves as a member of the board of directors for Navitas Semiconductor. Before founding Byreforge, Mr. Amoruso served as Chief Executive Officer and Director of Suniva, Inc., the largest private U.S.-based manufacturer of solar photovoltaic semiconductors, where he led its successful operational turnaround. Mr. Amoruso concurrently held senior investment roles at Lion Point Capital, L.P., a global investment firm. He previously served as an analyst at Starboard Value LP. Mr. Amoruso holds an MBA from Columbia Business School, and a Laurea in Economics and Commerce from the University of Bary (Italy). Our Board has concluded that Mr. Amoruso should serve on the Board based upon his operational turnaround leadership and investment experience in high-growth technology markets. Kyo-Hwa (Liz) Chung, Director, Chair of the Compensation Committee and Member of the Audit Committee and the Nominating and Corporate Governance Committee. Ms. Chung was appointed as our director in July 2020. Ms. Chung most recently served as the Senior Director of Legal for Netflix Services Korea, a position she held from April 2021 until December 2025. Prior to Netflix Services Korea, Ms. Chung served as the Head of Corporate, External and Legal Affairs for Microsoft Korea from November 2018 until March 2021. Since March 2022, she has also served as an independent director of NC Corporation (previously NCSoft Corporation), a Korean video game developer and publisher listed on the Korea Exchange. Ms. Chung was with the Korean law firm Kim & Chang, from April 2003 until November 2018, most recently as a partner focusing on the areas of international disputes, government investigations and crisis management. During September 2008 to March 2009, Ms. Chung was engaged with the international law firm Skadden, Arps, Slate, Meagher & Flom LLP, as a visiting attorney at its New York office. Ms. Chung served as a judge on the Seoul Administrative Court from 2001 to 2003 and the Seoul Central District Court from 1999 to 2001. Ms. Chung received an LLM degree from Harvard Law School in 2008 and a Bachelor of Law degree from Korea University in 1996. Ms. Chung is licensed to practice law in Korea and New York. Our Board has concluded that Ms. Chung should serve on the Board based upon her extensive experience advising technology companies.
2025 Director Compensation
2025 Director Compensation Each of our non-employee directors was eligible to earn a quarterly cash retainer, additional fees based on committee service and equity awards in 2025 pursuant to our Non-Employee Director Compensation Policy, which is described in further detail below. All such cash fees are paid quarterly in advance. A non-employee director who joins the Board after the beginning of a quarter receives a prorated cash retainer reflecting the actual period the non-employee director provided services on the Board and the applicable committee for such quarter and a non-employee director who joins the Board after the beginning of the Company’s annual director service period receives a pro-rated equity award reflecting the period the non-employee director provided services on the Board and the applicable committee during such annual service period. The below table depicts the Non-Employee Director Compensation Policy:
2025 Director Compensation
| Compensation Elements: Non-Employee Director Compensation Policy | | | Cash | | | Quarterly Cash Retainer | $18,750 | | Quarterly Chairman Cash Retainer | $18,750(1) | | Quarterly Lead Director Cash Retainer | $11,250(1) | | Quarterly Committee Chair Retainers | | | Audit | $6,250 | | Compensation | $3,750 | | Nominating and Corporate Governance | $2,500 | | Annual Committee Member Retainers | | | Audit | $3,750 | | Compensation | $2,500 | | Nominating and Corporate Governance | $1,250 | | Equity | | | Initial Equity Grant | $165,000(2) | | Annual Equity Grant | $165,000(3) | | Committee Chair Grant (per committee) | $20,000(3) | | Committee Member Grant (per committee) | $10,000(3) |
2025 Director Compensation
(1) These cash retainers are separate from and in addition to the standard cash retainer compensation provided to all non-executive directors. (2) Initial Equity Awards: If a non-employee director’s initial appointment to the Board or a Board committee occurs other than at an Annual Meeting of Stockholders, such director will be granted pro-rated RSU awards having a dollar value equal to (x) the applicable dollar value amount for applicable Board or committee membership described above, multiplied by (y) the quotient obtained by dividing the number of days elapsed from the date of initial appointment to the first anniversary of the prior year’s Annual Meeting of Stockholders of the Company (or, if earlier, August 31 of such year), by 365, with such grants to vest in full on the date of the annual equity grant made to non-executive directors immediately preceding the grant of award. Annual Equity Awards: Each non-employee director was eligible to receive a time-based restricted stock unit (“RSU”) award having a dollar value equal to $165,000. In addition, each non-employee director was eligible to receive an RSU award having a dollar value equal to $20,000 for such director’s service as the Chair of the Board’s Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee, as applicable; and an RSU award having a dollar value equal to $10,000 for such director’s service as a non-Chair member of the Board’s Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee. The number of shares subject to such RSU awards is calculated by dividing the applicable dollar value of the approved award by the volume-weighted average closing market price on the NYSE of one share of the Company’s Common stock over the trailing 30-day period ending on the last day immediately prior to the grant date. Each RSU award vests in full on the earlier of (x) the first anniversary of the date of grant, and (y) the date of the Company’s Annual Meeting of Stockholders held in the year following the year of grant. RSU awards are approved by the Board following the Company’s Annual Meeting of Stockholders for such year and are granted on the earlier of (A) the first to occur of the 1st or 15th day of any month following the approval date and (B) August 31 of such year. Vested RSUs settle as soon as administratively practicable following the date the non-employee director’s service terminates for any reason, unless the director has elected to settle the RSUs upon vesting. All non-employee director equity awards will be granted under the Company’s 2020 Equity and Incentive Compensation Plan, as amended. Non-employee directors are subject to our Stock Ownership Policy, as described under the heading “Stock Ownership Guidelines”. The following table sets forth the total compensation earned by our non-employee directors during the year ended December 31, 2025.
2025 Director Compensation Table
2025 Director Compensation Table
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | Gilbert Nathan | 128,316 | 220,871 | — | 349,187 | | Liz Chung | 90,829 | 192,365 | — | 283,194 | | Ilbok Lee | 107,500 | 227,289 | — | 334,789 |
2025 Director Compensation Table
(1) Consists of the aggregate dollar amount of cash fees earned by our non-employee directors in 2025 for Board and committee service as described in the table below.
2025 Director Compensation Table
| Name | Board Retainer ($) | Chair Service Fees ($) | Committee Service Fees ($) | Total ($) | | Gilbert Nathan | 92,487 | 30,829 | 5,000 | 128,316 | | Liz Chung | 75,000 | — | 15,829 | 90,829 | | Ilbok Lee | 75,000 | 17,500 | 15,000 | 107,500 |
2025 Director Compensation Table
(2) The amounts reported represent the aggregate grant date fair value of the RSUs awarded to the non-employee directors, calculated in accordance with FASB ASC Topic 718. Such aggregate grant date fair values do not take into account any estimated forfeitures related to service vesting conditions. The amounts reported in this column reflect the accounting cost for these RSUs and do not correspond to the actual economic value that may be received by the directors upon vesting and/or settlement of the RSUs. (3) As of December 31, 2025, the number of outstanding stock options and RSU awards held by our non-employee directors who served during 2025 were as follows:
2025 Director Compensation Table
| Name | RSUs (#) | Stock Options (#) | | Gilbert Nathan | 116,828 | — | | Liz Chung | 97,843 | — | | Ilbok Lee | 221,754 | 79,215 |
2025 Director Compensation Table
As of December 31, 2025, the following number of RSUs included in the table above were vested but not yet settled under the terms of the applicable RSU agreements: Mr. Nathan—59,858 RSUs; Ms. Chung—49,228 RSUs; and Dr. Lee—165,909 RSUs. Stock options were last granted to our non-employee directors in 2017, and no stock options have been granted since then. Please see the section entitled “Security Ownership of Certain Beneficial Owners and Management” for additional information regarding all shares of Common Stock beneficially owned by our non-employee directors.
Key 2025 Compensation Decisions
Key 2025 Compensation Decisions The Compensation Committee made the following key compensation decision in respect of fiscal year 2025: Granted annual equity awards to Mr. Young-Joon Kim (the “Former CEO”), Ms. Shinyoung Park (“CFO”) and Mr. Seunghoon Lee (“CSO”) using a combination of performance- based stock units (“PSUs”) and service-based restricted stock units (“RSUs”). Accordingly, our Former CEO received 67% of his grants in PSUs and 33% in RSUs and our CFO and CSO received 50% of their grants in PSUs and 50% in RSUs. The PSUs granted in 2025 were based on financial performance goals and stock price-based metrics, with financial performance measured based on the achievement of pre-established revenue, gross profit margin and adjusted EBITDA targets over the applicable performance period, which is the full year 2025, and subject to certification by the Compensation Committee, and stock price performance measured at the end of the three-year performance period ending on January 31, 2028, and subject to meeting or exceeding targets set by the Compensation Committee. • Approved a 20% reduction in the Former CEO’s annual base salary, effective April 1, 2025, which reduction remains in effect until the Company achieves positive operating income for two consecutive fiscal quarters, with automatic restoration upon satisfaction of such condition or upon a change in control. • Approved the increase of the CFO’s annual base salary from $350,000 to $360,000 effective as of April 1, 2025 to better align our CFO’s compensation with the market, and approved a 10% reduction in CFO’s annual base salary, effective April 1, 2025, subject to the same restoration conditions applicable to the Former CEO’s salary reduction. • Approved a 5% reduction in Mr. Seunghoon Lee’s annual base salary, effective October 1, 2025. • Certified that there was no cash bonus payout for 2025, because performance was below the threshold for any bonus payout. • Certified that the Company achieved 0% of the performance goals underlying 2025 Performance-Based (Financial) Restricted Stock Units (“Financial PSUs”), and, accordingly, such awards were forfeited in their entirety. • Certified that the Company did not achieve at least the threshold level for the performance goals underlying the total shareholder return PSUs (“TSR PSUs”) granted in 2023, and, accordingly, such awards were forfeited in their entirety. • Reviewed the compensation-related terms in connection with Mr. Camillo Martino’s services as the Company’s Interim CEO and, accordingly, approved such arrangements and recommended their approval to the Board.
Executive Compensation-Related Policies and Practices
| | What We Do | | • Pay-for-Performance Philosophy | A significant portion of our named executive officers’ compensation is directly linked to corporate performance. We structure target total direct compensation with a significant long- term equity component in the form of RSUs and PSUs, thereby making a vast majority of each named executive officer’s target total direct compensation dependent upon our corporate performance, stock price and/or total shareholder return. | | • Performance-Based Equity Awards | Our named executive officers receive performance-based equity awards that vest based on achieving pre-determined financial and stock price targets. |
Executive Compensation-Related Policies and Practices
| | What We Do | | • Human Capital Management and Succession Planning | We provide opportunities for training and advancement to all employees as part of our human capital management program. Furthermore, we conduct succession planning and executive assessments for all key employees to ensure orderly succession plans are in place. | | • Independent Compensation Committee | The Compensation Committee consists solely of independent directors. | | • Compensation Recovery Policy | We have a policy providing for the recovery of certain cash incentive compensation and equity or equity-based awards from our CEO and other executive officers (including our other named executive officers). | | • Stock Ownership Guidelines | We maintain stock ownership guidelines for our CEO, our other executive officers (including our other named executive officers) and the non-employee members of our Board. | | • Equity Award Grant Policy | Equity awards are granted in accordance with our Equity Award Grant Policy. We do not have any program, practice or plan to time equity awards in coordination with the release of material non-public information. | | • Retain an Independent Compensation Advisor | The Compensation Committee has engaged its own independent compensation advisor to provide information, analysis and other advice on executive compensation independent of management. | | • Annual Executive Compensation Review | The Compensation Committee conducts an annual review of our compensation strategy, including a review of our compensation used for comparative purposes. | | • Balanced Time Horizon for Incentive Compensation | We have a balance of time horizons for our incentive awards, including an annual cash incentive plan, a three-year performance period for our TSR PSUs and Stock Price PSUs and a three-year vesting period for our RSUs. |
Executive Compensation-Related Policies and Practices
| | What We Don't Do | | | health insurance to individuals who are eligible for such benefits as part of their expatriate benefit package. | | • No Dividends or Dividend Equivalents Payable on Unvested Equity Awards | We do not pay dividends or dividend equivalents on unvested equity awards. |
Timing of Compensation Decisions
Timing of Compensation Decisions Generally, at the end of each annual evaluation period, our CEO reviews the performance of the other executive officers and presents his conclusions and recommendations to the Compensation Committee. At that time and throughout the year, the Compensation Committee also evaluates the performance of our CEO, which is measured in substantial part against our consolidated financial performance. For the fiscal year 2026, given the departure of two senior executives—namely, Mr. Young-Joon Kim and Mr. Theodore Kim—the Committee determined that it is advisable to maintain the current compensation structure without material modifications until a permanent CEO is appointed and the executive team is reconstituted. Equity awards are made in accordance with our Equity Award Grant Policy described below. We do not have any program, plan or practice to time equity award grants in coordination with the release of material non-public information.
Role of Compensation Consultant
Role of Compensation Consultant The Compensation Committee engages an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. For 2025, the Compensation Committee retained Compensia, a national compensation consulting firm, to serve as its independent compensation consultant. This compensation consultant serves at the discretion of the Compensation Committee. During 2025, Compensia attended some of the meetings of the Compensation Committee (both with and without management present) during the period of its engagement and provided the following services: • Consulting with the Compensation Committee Chair and other members between Compensation • Committee meetings on compensation matters as needed; • Reviewing the Compensation Discussion and Analysis and assisting in the drafting of the Pay Versus Performance disclosure; Reviewing and updating the compensation peer group used to assess executive compensation; Providing market data for selected executive officer positions covering target total direct compensation levels and design to help the Compensation Committee determine how to competitively set compensation for the selected executive officer positions; and • Assistance with the design of the PSUs. In 2025, Compensia did not provide any services to us other than the consulting services to the Compensation Committee. The Compensation Committee regularly reviews the objectivity and independence of the advice provided by its compensation consultant on executive compensation. In 2025, the Compensation Committee considered the six specific independence factors adopted by the SEC and reflected in the NYSE listing standards and determined that the work performed by Compensia did not raise any conflicts of interest.
Elements of Compensation
| Element | Purpose | Description | | Annual base salary | Provides a fixed source of annual cash compensation for our named executive officers. | Based upon each individual’s skills, experience and performance as well as the criticality of the role. | | Short-term cash incentives | Incentivizes achievement of key annual financial, operational and strategic goals. | Variable cash compensation based on performance. | | Long-term equity incentives | Aligns the interests of our named executive officers with those of our stockholders by increasing stock ownership, incentivizing increases in stockholder value and strengthening retention. | Variable equity compensation delivered through three vehicles: | | | | - Service-based RSUs with a three-year vesting period; | | | | - Financial-Based PSUs with a one-year performance period based on the achievement of pre-established revenue, gross profit margin and adjusted EBITDA targets and subsequent three-year vesting period; and | | | | - Stock Price PSUs to be earned based on the 30-calendar day volume-weighted average Company stock price (“VWAP”) at the end of the three-year vesting period. | | Expatriate and other executive benefits | Allows us to remain competitive with peer and market practices and to attract and retain key personnel on expatriate assignment by minimizing adverse financial impacts associated with such assignments. | Benefits for qualified executives include housing allowances, relocation and repatriation allowances, insurance premiums, reimbursement for the use of a car, home leave flights, tax equalization payments and tax advisory services. |
Sources of Market Data
Sources of Market Data For purposes of comparing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a group of comparable technology companies. The companies in this compensation peer group were selected on the basis of their similarity to us in size, industry focus and being based in the U.S. We focused on U.S.-based companies because our highest- ranking executives are U.S. expatriates who have opportunities to work with U.S.-based technology companies. Compensia provided the Compensation Committee with an analysis of the prior compensation peers with a recommendation of three companies to exclude based on the companies being acquired or being outside the financial ranges noted below. Compensia also provided three potential additions based on the selection criteria noted below. The Compensation Committee reviewed the proposed changes to our compensation peer group and approved the final group to be used for this year’s analysis. The companies in this compensation peer group were selected on the basis of their similarity to us, based on the following criteria: • Industry — semiconductors; semiconductor equipment and electronic equipment & instruments; • Company type — Public companies primarily headquartered in the U.S. and traded on a major U.S. stock exchange; • Similar revenue size — 0.4x – 2.5x Magnachip’s then-current revenue of $214 million ($85 million to $535 million); • Market capitalization — 0.25x – 4.0x Magnachip’s then-current market cap of $176 million ($44 million to $704 million); • Executive positions similar in breadth, complexity and/or scope of responsibility; and • Competitors for executive talent. The Compensation Committee approved the use of market data from the following group of peer companies, which was reviewed and approved in November 2024 for our 2025 executive compensation market assessment:
Sources of Market Data
| ACM Research | inTEST | | Alpha and Omega Semiconductor | Luna Innovations | | Amtech Systems | Napco Security Technologies | | AXT | Navitas Semiconductor | | CEVA | nLIGHT | | Cohu | Ouster | | Evolv Technologies Holdings | PowerFleet | | FARO Technologies | SkyWater Technology | | Ichor Holdings | Vishay Precision Group | | indie Semiconductor | |
Sources of Market Data
The Compensation Committee reviews and updates the peer group periodically to ensure that the peer group companies satisfy our selection criteria. As a result of the review of the 2024 peer group, the following updates were made to establish the 2025 peer group: • Impinj was removed due to market cap positioned above the selection criteria range; Veeco Instruments, and Photronics were removed due to both revenue and market cap. positioned above the selection criteria range; and AXT, Evolv Technologies Holdings, Luna Innovations, Navitas Semiconductor, Ouster, and PowerFleet were added based on the selection criteria. The Compensation Committee seeks to establish a total compensation package for our named executive officers that is competitive with the compensation for similarly situated executives in this compensation peer group, while also considering each executive’s experience and performance. Accordingly, the Compensation Committee used the market data from this peer group as a reference point in its 2024 executive compensation process.
Elements of Compensation and Weighting
Elements of Compensation and Weighting The Compensation Committee does not apply a formula or assign relative weight in apportioning compensation among the various elements used. Instead, it makes a subjective determination after considering all information collectively for each element of compensation. Annual Base Salary The Compensation Committee seeks to set the base salaries of our named executive officers at competitive levels as compared to similarly situated executives in our select peer group, but also takes into account the named executive officer’s experience, skill set and the value of that skill set and performance. The Compensation Committee makes a subjective decision regarding any changes in base salary based on these factors and the data from our select peer group. The Compensation Committee does not systematically assign weights to any of the factors it considers, and may, in its discretion, ignore any factors or deem any one factor to have greater importance for a particular executive officer. In 2025, the Compensation Committee increased the annual base salary of our CFO by 2.86%, from $350,000 to $360,000, effective as of April 1, 2025, to better align our CFO’s compensation with the market. In light of the prevailing business environment, the annual base salaries of our other named executive officers remained the same without an increase in 2025. For more details, please refer to the footnotes below.
Elements of Compensation and Weighting
| Named Executive Officer | Target Bonus (% of Base Salary)(2) | Target Bonus Amount | Actual Amount | | Camillo Martino(1) | — | — | — | | Young-Joon Kim | 100% | $560,100 | 0 | | Shinyoung Park | 75% | $270,000 | 0 | | Seunghoon Lee | 50% | $116,068 | 0 | | Theodore Kim | 75% | $262,500 | 0 |
Elements of Compensation and Weighting
Mr. Martino was not an executive at the time and therefore was not eligible for the target bonus. Target bonus percentages of base salary remained the same as compared to the prior year. The target annual cash bonus for each executive was determined based on such executive’s annual base salary, provided that, in the case of executives who voluntarily reduced their base salary, the calculation was based on the annual base salary in effect immediately prior to such reduction. Long-Term Equity Incentives Equity awards are not tied to base salary or cash incentive amounts and constitute lesser or greater proportions of total compensation for each executive depending on market practices and the Compensation Committee’s determination of target grant values. The Compensation Committee, relying on the professional and market experience of our Compensation Committee members, as well as information provided by our compensation consultant, generally seeks to set equity awards at competitive levels based on both U.S. and Korean market practices and taking into account our equity plan share pool and projected dilution of our shares outstanding. The Compensation Committee does not target a specific percentile within our peer group with respect to equity-based compensation. Consistent with the Compensation Committee’s desire to provide compensation that is largely “at risk” while still competitive with our peers with whom we compete for talent, our equity compensation program for our named executive officers includes PSUs each year along with RSUs. The Compensation Committee believes that the inclusion of PSUs in our executive compensation program is consistent with, explicitly linked to, and supports our strategic objective of enhancing stockholder value. The general terms of the equity awards contemplated by our 2025 executive compensation program are summarized in the table below.
Elements of Compensation and Weighting
| Service-Based RSUs | Financial PSUs | Stock Price PSUs | | • Vest over three years in three equal annual installments, subject to the executive’s continued employment through each applicable vesting date. | • Annual grants with one-year performance period. • Vesting is based on (i) the achievement of financial goals that measure our performance against our business strategy, with specific performance targets established by the Compensation Committee annually, and (ii) satisfaction of the Continued Service Condition through each applicable date in the following vesting schedule: 1/3 of Vestable Units on the Certification Date(1); 1/3 of Vestable Units on December 31, 2026; and 1/3 of Vestable Units on December 31, 2027. • For 2025, performance goals were based on revenue (1/3 weighting), gross profit margin (1/3 weighting) and Adjusted EBITDA (1/3 weighting)(2). | • Stock Price PSUs to be earned based on stock price performance at the end of the three-year performance period ending on January 31, 2028. • Stock price achievement prior to the end of the performance period does not count for achieving the goal (except in the case of a change in control; see the section below entitled “Potential Payments Upon Termination or Change in Control” for details). • Stock price performance is determined at the end of the performance period based on the trailing 30-calendar day VWAP: • $14.14 is the only defined performance level and upon achieving such price the payout percentage will be 100% vesting. |
Elements of Compensation and Weighting
On February 25, 2026, Compensation Committee certified that 0% of 2025 Financial PSUs were eligible to vest. “Adjusted EBITDA” means EBITDA (as defined below) adjusted to exclude (i) equity-based compensation expense, (ii) foreign currency loss (gain), net, (iii) derivative valuation loss (gain), net, and (iv) various non-recurring expense (income), net. “EBITDA” is defined as the Company’s net income (loss) before interest income, interest expense, income tax expense, and depreciation and amortization. For 2025, it was determined that the Adjusted EBITDA condition would be based solely on the Adjusted EBITDA results for the fourth quarter of 2025. The terms and conditions of the Stock Price PSUs were adopted beginning with the Company’s 2024 annual equity grants based on discussions with certain significant shareholders, who expressed the desire for better alignment between our named executive officers and shareholders and believed that PSUs that vest based on achieving stock price targets were the best way to achieve that goal. The initial stock price target of $14.14 is significantly higher than the stock price at the time of grant and will require execution of our business strategy in order to be earned, with the other two stock price targets of $21.21 and $28.28 requiring 50% and 100% additional stock price appreciation). In July 2025, upon a determination by the Compensation Committee and with the agreement of the applicable grantees, the $28.28 stock price target (which corresponded to 300% vesting) applicable to the 2024 Stock Price PSU awards was eliminated, and only two performance thresholds—$14.14 (100% vesting) and $21.21 (200% vesting)—remain in effect for such awards. For the Stock Price PSU awards granted in 2025, $14.14 was the sole performance threshold, and achievement of such stock price would result in a 100% payout. The stock price in all cases is measured based on the trailing 30-calendar day average at the end of the three-year performance period, and achievement prior to that time is not recognized, so that the Stock Price PSUs have a full three-year performance period (absent a change in control). The below tables summarize the RSUs, Stock Price PSUs and Financial PSUs granted to each of the named executive officers in 2025. No other equity awards were granted, such as TSR PSUs, to our named executive officers in 2025.
Elements of Compensation and Weighting
| | | | RSUs | | | Name | Grant Date | FV of Grant Date | RSUs Granted (#) | Aggregate fair value of grant date ($) | | Camillo Martino | 7/1/2025 | $4.07 | 53,247 | 216,715 | | | 10/1/2025 | $3.17 | 105,484 | 334,384 | | Young-Joon Kim | 6/1/2025 | $3.61 | 164,269 | 593,011 | | Shinyoung Park | 6/1/2025 | $3.61 | 110,210 | 397,858 | | Seunghoon Lee | 8/15/2025 | $2.93 | 30,750 | 90,098 |
Elements of Compensation and Weighting
| | | | Stock Price PSUs | | | Name | Grant Date | FV of Grant Date ($) | Target Shares (#) | Aggregate fair value of grant date ($) | | Young-Joon Kim | 06/01/2025 | $3.61 | 164,269 | 593,011 | | Shinyoung Park | 06/01/2025 | $3.61 | 55,104 | 198,925 | | Seunghoon Lee | 08/15/2025 | $2.93 | 15,375 | 45,049 |
Elements of Compensation and Weighting
| | | | Financial PSUs (1) | | | | Name | Grant Date | FV of Grant Date ($) (at Target) | Threshold Shares (#) | Target Shares (#) | Aggregate fair value (at Target) of grant date ($) | | Young-Joon Kim | 6/1/2025 | $3.61 | 82,135 | 164,269 | 593,011 | | Shinyoung Park | 6/1/2025 | $3.61 | 27,552 | 55,104 | 198,925 | | Seunghoon Lee | 8/15/2025 | $2.93 | 7,688 | 15,375 | 45,049 |
Elements of Compensation and Weighting
The Target (100%) level is the maximum performance goal for 2025 Financial PSUs and thus there is no additional payout beyond this level. The performance results for 2025 Financial PSUs were certified by the Compensation Committee of the Board of Directors of the Company on February 25, 2026. Vesting of the Financial PSUs are based on the actual level of achievement for three corporate financial performance metrics—revenue, gross profit margin and Adjusted EBITDA. Achievement at or above the target level of achievement for each performance goal would result in a maximum payout of 100% of the portion of the named executive officer’s target level award attributable to that performance goal, while achievement below the threshold level of achievement for each performance goal would result in no payout for the portion of the named executive officer’s target level award attributable to that performance goal. In February 2026, the Compensation Committee determined that the 2025 Financial PSUs were to be forfeited, as the Company did not achieve the threshold level of achievement for any of the three performance goals. As a result, Financial PSUs granted in 2025 covering the following number of shares of our Common Stock were forfeited by our named executive officers: Mr. Young-Joon Kim 164,269; Ms. Park 55,104; and Mr. Lee 15,375. The applicable goals and weighting, and the level of achievement for the Financial PSUs granted in 2025 are as follows:
Elements of Compensation and Weighting
| Performance Metrics | Goal Weighting | Threshold | Target | 2025 Achievement | Vesting Ratio by Category | Weighed Vesting Ratio | | Revenue (in millions) | 33.33% | $196.4 | $202.5 | $178.9 | 0.0% | 0.0% | | Gross Profit Margin (as % of revenue) | 33.33% | 20.0% | 20.5% | 17.6% | 0.0% | 0.0% | | Adjusted EBITDA (in millions)(1) | 33.33% | $0.0 | $1.1 | $(8.9) | 0.0% | 0.0% | | | | | | | | 0.0% |
Equity Award Grant Policy
Equity Award Grant Policy The Company has adopted an Equity Award Grant Policy. The policy provides that equity awards made in connection with the hiring of a new employee or the promotion of an existing employee will generally be made on a bi-monthly basis, and that, unless the Board, the Compensation Committee, or its delegate determines otherwise, will be effective on the earlier of the 1st or the 15th day of the month during which such grant is approved, or the month immediately following the date on which such grant is approved, as appropriate. In addition, new hire grants will generally become effective at least fourteen days after the date on which an employee’s employment begins. Annual and other equity awards to continuing employees, if made, will generally be made at a meeting of the Board or the Compensation Committee, or its delegate established in advance, and will generally become effective on the earlier of the 1st or the 15th day of the month during which such grant is approved, or of the month immediately following the date on which such grant is approved, as appropriate. Equity awards denominated in a number of shares will be priced in accordance with the terms of the Company’s Amended and Restated 2020 Equity and Incentive Compensation Plan. If a grant of restricted stock or RSUs is denominated in dollars, the number of shares of restricted stock or RSUs subject to such grant will be calculated by dividing the dollar value of the approved award by the volume-weighted average closing market price on the NYSE (or such other market on which the Company’s stock is then principally listed) of one share of the Company’s stock over the trailing 30-day period ending on the last day immediately prior to the grant date.
Equity Grant Timing
Equity Grant Timing During 2025, our Board and Compensation Committee did not take into account any material nonpublic information when determining the timing and terms of equity incentive awards, and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2025, we did not grant stock options to any of our named executive officers during any period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-K, 10-Q or 8-K that discloses material nonpublic information.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) (1) | Bonus ($) (2) | Option Awards ($) | Stock Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) | Total ($) | | Camillo Martino (5) | 2025 | 347,085 | — | — | 551,100 | — | — | 32,000(6) | 930,185 | | Chairman and Interim Chief Executive Officer | | | | | | | | | | | Young-Joon Kim | 2025 | 302,024 | — | — | 1,779,033 | — | 8,053 | 1,420,869(7) | 3,509,979 | | Former Chief Executive | 2024 | 561,700 | — | — | 2,012,000 | — | 92,913 | 407,682 | 3,074,295 | | Officer | 2023 | 502,819 | 1,011 | — | 3,885,901 | — | 35,335 | 1,486,477 | 5,911,543 | | Shinyoung Park | 2025 | 329,958 | — | — | 795,709 | — | 36,502 | 25,171(8) | 1,187,340 | | Chief Financial Officer | 2024 | 344,202 | — | — | 754,500 | — | 59,426 | 20,628 | 1,178,756 | | | 2023 | 284,497 | 1,011 | — | 860,636 | — | 23,313 | 58,541 | 1,227,998 | | Seunghoon Lee (9) | 2025 | 229,291 | — | — | 180,195 | — | 8,945 | 14,396(10) | 432,827 | | Chief of Manufacturing and Chief Safety Officer | | | | | | | | | | | Theodore Kim | 2025 | 281,693 | — | — | — | — | 17,177 | 466,316(11) | 765,186 | | Former Chief | 2024 | 351,000 | — | — | 754,500 | — | 56,994 | 198,726 | 1,361,220 | | Compliance Officer, Executive Vice President, General Counsel and Secretary | 2023 | 349,118 | 1,011 | — | 1,356,811 | — | 22,238 | 532,438 | 2,261,616 |
Summary Compensation Table
Note: A monthly average exchange rate was used to convert amounts in the above table that were originally paid in Korean won. (1) The discrepancy between the amounts in the above table and the contractually agreed amounts for each named executive officer is attributable to fluctuations in the exchange rate. In addition, the former CEO’s annual base salary was subject to a 20% reduction as of April 1, 2025, and the CFO’s annual base salary was increased from $350,000 to $360,000 as of April 1, 2025, while a 10% reduction was applied at the same time. Mr. Lee’s annual base salary was subject to a 5% reduction as of October 1, 2025. (2) No annual cash bonus was granted to any of our named executive officers in 2025. (3) The amount reported represents the aggregate grant date fair value of RSUs, Financial PSUs and Stock Price PSUs granted to our named executive officers in 2025, determined in accordance with FASB ASC 718. Such grant date fair value does not take into account any estimated forfeitures. The amount reported in this column reflects the accounting cost for these RSUs, Financial PSUs and Stock Price PSUs and does not correspond to the actual economic value that may be received by the applicable NEO upon the vesting/settlement of the awards or any sale of the underlying shares of Common Stock. In the case of Mr. Martino, he received a grant of RSUs in his capacity as Interim CEO, and did not receive any equity award in 2025 in connection with his services as a non-employee director. Financial PSUs and Stock Price PSUs are reported based on the performance level associated with a 100% vesting. Assuming the maximum level of performance is achieved, the aggregate grant date fair value of the 2025 Financial PSUs and 2025 Stock Price PSUs would be approximately $1,186,022 for Mr. Young-Joon Kim (“YJ Kim”), $397,851 for Ms. Park, and $90,098 for Mr. Lee. Vesting percentage for the 2023 TSR PSUs and 2025 Financial PSUs was determined by the Compensation Committee on February 25, 2026, and as a result of actual performance over the performance period, these awards were forfeited in their entirety. See the section subtitled “Compensation Discussion and Analysis—Long-Term Equity Incentives” for further information. Consists of statutory severance accrued for the years ended December 31, 2025. However, in the case of Mr. YJ Kim and Mr. Theodore Kim (“T. Kim”), the value up to the separation date in 2025 is reflected. That is, the value for Mr. YJ Kim is reflected up to August 11, 2025, and the value for Mr. T. Kim is reflected up to October 21, 2025. See the section below subtitled “Pension Benefits for the Fiscal Year Ended December 31, 2025” for a description of the statutory severance benefit. Mr. Martino’s 2025 salary represents (i) $138,750 received for his service as a non-employee director prior to becoming Interim CEO and (ii) $208,335 received in connection with his service as Interim CEO thereafter. Mr. Martino was not a named executive officer in 2023 or 2024. Prior to his appointment as Interim CEO, Mr. Martino, acting in his capacity as the Chairman of the Board, received additional service fees for his visits to the Korean operating subsidiary of the Company for meetings and full-day working sessions outside of regular in-person Board meetings. These fees, which consist of per visit Board services fees ($20,000) and per diem Board services fees ($12,000), were paid pursuant to the Company’s Non-Employee Director Compensation Policy and authorized by a resolution of the Board. (7) Consists of the following personal benefits paid to Mr. Young-Joon Kim for 2025: (a) $139,197 for Mr. YJ Kim’s housing lease; (b) $3,744 for reimbursement of tuition expenses for Mr. YJ Kim’s child; (c) $79,661 for health insurance premiums; (d) $6,903 for accident insurance and business travel insurance premiums; (e) $26,952 for annual cash special allowance (the amount reported in this table differs from the $27,000 contractual annual cash special allowance due to fluctuation in the exchange rate between U.S. dollars and Korean won during the year); (f) $10,859 for car and driver expense (including personal use of a car service provided by the Company); (g) $42,858 for tax consulting expense; (h) $17,706 for living expense; (i) $197 for meal allowance; (j) -$124,456 of reimbursement (payable by Mr. YJ Kim to the Company) of the difference between the actual U.S. tax Mr. YJ Kim paid (taking into account the use of foreign tax credit carryover) and the applicable hypothetical tax calculated for fiscal year 2025; (k) $70,363 for reimbursement of Korean taxes paid in fiscal year 2024; (l) $1,120,200 for severance payments pursuant to the YJ Kim’s separation agreement dated as of August 11, 2025; (m) $24,702 for moving expense; (n) $1,039 for fitness allowance; and (o) $944 for commuting allowance, patent filing allowance, welfare points and similar benefits. (8) Consists of the following personal benefits paid to Ms. Park for 2025: (a) $17,628 for health insurance premiums; (b) $2,900 for personal use of a car service provided by the Company; (c) $1,039 for annual health examination for spouse; (d) $1,039 for fitness allowance; (e) $405 for meal allowance; and (f) $2,160 for medical expense support, commuting allowance, welfare points and similar benefits. (9) Mr. Lee was not a named executive officer in 2023 or 2024. (10) Consists of the following personal benefits paid to Mr. Lee for 2025: (a) $7,409 for health insurance premiums; (b) $3,816 for personal use of a car service provided by the Company; (c) $1,242 for annual health examination for spouse; (d) $1,071 for fitness allowance; and (e) $858 for medical expense support, welfare points and similar benefits. Consists of the following personal benefits paid to Mr. T. Kim for 2025: (a) $81,457 for housing lease; (b) $23,304 for home leave flights; (c) $58,526 for health insurance premiums; (d) $1,682 for accident insurance and business travel insurance premiums; (e) $7,735 for reimbursement of tuition expense for Mr. T. Kim’s child; (f) $3,000 for car expense (including personal use of a car service provided by the Company); (g) $26,741 for tax consulting expense; (h) $7,979 for living expense; (i) $363 for meal allowance; (j) -$137,066 of reimbursement (payable by Mr. T. Kim to the Company) of the difference between the actual U.S. tax Mr. T. Kim paid (taking into account the use of foreign tax credit carryover) and the applicable hypothetical tax calculated for fiscal year 2024; (k) $37,223 for reimbursement of Korean taxes paid in fiscal year 2024; (l) $350,000 for the severance payments pursuant to the T. Kim’s separation agreement dated September 9, 2025; (m) $2,129 for fitness allowance; (n) $1,078 for annual health examination for spouse; and (o) $2,165 for medical expense support, commuting allowance, welfare points and similar benefits.
Grants of Plan-Based Awards Table for Fiscal Year 2025
Grants of Plan-Based Awards Table for Fiscal Year 2025 The following table sets forth information regarding grants of plan-based awards made to our named executive officers during 2025. The vesting schedule applicable to each award is set forth in the “Outstanding Equity Awards as of Fiscal Year End 2025” table. See the section subtitled “Compensation Discussion and Analysis—Long-Term Equity Incentives” for further information regarding grants made to our named executive officers during 2025.
Grants of Plan-Based Awards Table for Fiscal Year 2025
| | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards | | Name | Grant Date | Threshold | Target | (#)(1) | ($)(2) | | Camillo Martino | 7/1/2025 | — | — | 53,247 | 216,715 | | | 10/1/2025 | — | — | 105,484 | 334,384 | | Young-Joon Kim | 6/1/2025 | — | — | 164,269 | 593,011 | | | 6/1/2025(3) | 82,135 | 164,269 | — | 593,011 | | | 6/1/2025(4) | — | 164,269 | — | 593,011 | | Shinyoung Park | 6/1/2025 | — | — | 110,210 | 397,858 | | | 6/1/2025(3) | 27,552 | 55,104 | — | 198,925 | | | 6/1/2025(4) | — | 55,104 | — | 198,925 | | Seunghoon Lee | 8/15/2025 | — | — | 30,750 | 90,098 | | | 8/15/2025(3) | 7,688 | 15,375 | — | 45,049 | | | 8/15/2025(4) | — | 15,375 | — | 45,049 |
Grants of Plan-Based Awards Table for Fiscal Year 2025
(1) Represents the RSUs granted during fiscal year 2025 to our named executive officers. Further information on the RSU awards can be found in the “Compensation Discussion & Analysis” section above. (2) Represents the grant date fair value of each equity-based award as determined in accordance with FASB ASC 718. For the performance-based equity awards, the amounts are reported at the target performance level based on the probable outcome of the applicable performance conditions. (3) Represents the Financial PSUs granted during fiscal year 2025 to our named executive officers. The Compensation Committee is required to certify the actual amount earned for each performance goal for the performance period, within 60 days following the end of the performance period. Upon such determination, the 2025 Financial PSU award corresponding to the payout percentage vests, subject to the satisfaction of continuous service through the applicable performance period (“Continued Service Condition”). For these Financial PSUs, target performance represents the maximum number of shares that may be earned, and accordingly, there is no opportunity for payout above target. Further information on the Financial PSUs can be found in the “Compensation Discussion & Analysis” section above. Represents the Stock Price PSUs granted during fiscal year 2025 to our named executive officers. Vesting of the Stock Price PSUs granted with a three-year performance period ending January 31, 2028 will be based on the Company’s stock price performance as measured by the trailing 30-calendar day VWAP ending on and including January 31, 2028, subject to the satisfaction of the Continued Service Condition, with a vesting percentage of 100% based on stock price (to be equal to or greater than $14.14) achievement. The Stock Price PSUs do not provide for a threshold or maximum payout level, and the number of shares that may be earned is fixed at the target amount subject to the stock price achievement. Further information on the Stock Price PSUs can be found in the “Compensation Discussion & Analysis” section above.
Outstanding Equity Awards at Fiscal Year End 2025
Outstanding Equity Awards at Fiscal Year End 2025 The following table sets forth all outstanding equity awards held by our named executive officers as of December 31, 2025. Please see the section below entitled “Potential Payments Upon Termination or Change in Control” for information regarding the impact of certain employment termination scenarios on outstanding equity awards.
Outstanding Equity Awards at Fiscal Year End 2025
| | Option Awards | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price($) | Option Expiration Date | | Camillo Martino | 8/8/2016 | 37,904 | — | 7.39 | 8/8/2026 | | | 7/12/2017 | 11,833 | — | 10.35 | 7/12/2027 | | Young-Joon Kim | 3/11/2016 | 45,305 | — | 5.53 | 3/11/2026 | | Shin Young Park | 3/11/2016 | 1,500 | — | 5.53 | 3/11/2026 | | Seunghoon Lee | 3/11/2016 | 21,970 | — | 5.53 | 3/11/2026 | | Theodore Kim | 3/11/2016 | 25,870 | — | 5.53 | 3/11/2026 |
Outstanding Equity Awards at Fiscal Year End 2025
| | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Camillo Martino | 07/01/2025 | 53,247(4) | 135,780 | — | — | | | 10/01/2025 | 105,484(4) | 268,984 | — | — | | Young-Joon Kim | 02/16/2023 | — | — | 57,092(7)(9) | 145,585 | | | 06/01/2024 | — | — | 267,000(9) | 680,850 | | | 06/01/2025 | — | — | 328,538(8)(9) | 837,772 | | Shin Young Park | 02/16/2023 | — | — | 11,257(7) | 28,705 | | | 06/01/2024 | 25,000(5) | 63,750 | 75,000 | 191,250 | | | 06/01/2025 | 73,474(6) | 187,359 | 110,208(8) | 281,030 | | Seunghoon Lee | 03/23/2023 | — | — | 5,250(7) | 13,388 | | | 06/01/2024 | 10,000(5) | 25,500 | 16,000 | 40,800 | | | 08/15/2025 | 20,500(6) | 52,275 | 30,750(8) | 78,413 | | Theodore Kim | 02/16/2023 | — | — | 12,195(7)(10) | 31,097 | | | 06/01/2024 | — | — | 75,000(10) | 191,250 |
Outstanding Equity Awards at Fiscal Year End 2025
(1) Represents the market value of RSUs based on our closing per share price of $2.55 on December 31, 2025, the last trading day of 2025. Represents unvested Financial PSUs granted on June 1, 2024 for Mr. Lee, June 1, 2025 for Ms. Park and Mr. YJ Kim, and August 15, 2025 for Mr. Lee, unvested TSR PSUs granted on February 16, 2023 for Ms. Park, Mr. YJ Kim and Mr. T. Kim, and March 23, 2023 for Mr. Lee, unvested Stock Price PSUs granted on June 1, 2024 for Ms. Park, Mr. Lee, Mr. YJ Kim, and Mr. T. Kim, June 1, 2025 for Ms. Park and Mr. YJ Kim, and August 15, 2025 for Mr. Lee at target performance level (i.e., at the performance level associated with a 100% vesting in the case of Stock Price PSUs). The TSR PSUs, which were granted in 2023, vest based on achievement of the TSR performance goal over the 2023-2025 performance period. The Stock Price PSUs, which were granted in 2024 and 2025, vest based on achievement of the Company’s stock price performance as measured by the trailing 30-calendar day VWAP ending on and including January 31 of the third year following the grant year. The Stock Price PSUs granted in 2024 are eligible to vest at up to 200% of target based on the VWAP result as of January 31, 2027, while the Stock Price PSUs granted in 2025 do not have a threshold or maximum and are eligible to vest only at 100% of target based on the VWAP result as of January 31, 2028. Represents the market value of Financial PSUs, TSR PSUs and Stock Price PSUs at target performance level (i.e., at the performance level associated with a 100% vesting) based on our closing per share price of $2.55 on December 31, 2025, the last trading day of 2025. RSUs vest on the initial vesting date which is the earlier of (i) the first anniversary of the date of grant and (ii) the meeting date of the Company's next succeeding Annual Meeting of Stockholders; provided, however, that for RSUs granted on October 1, 2025, vesting shall occur on August 11, 2026. (5) RSUs vest over three years in three equal annual installments, subject to executive’s continued employment through each applicable vesting date. Represents the third installment, scheduled to vest on December 31, 2026. (6) RSUs vest over three years in three equal annual installments, subject to executive’s continued employment through each applicable vesting date. Represents the second and third installments, scheduled to vest on December 31, 2026 and December 31, 2027, respectively. (7) On February 25, 2026, the Compensation Committee determined the vesting percentage of the 2023 TSR PSUs to be 0%, as the threshold performance metric for the performance period was not achieved. Accordingly, this award was forfeited in its entirety. See “Compensation Discussion and Analysis—Long-term Equity Incentives” for additional details. (8) On February 25, 2026, the Compensation Committee determined the vesting percentage of the 2025 Financial PSUs to be 0%, as the threshold performance metric for the performance period was not achieved. Accordingly, this award was forfeited in its entirety. See “Compensation Discussion and Analysis—Long-term Equity Incentives” for additional details. (9) The number of shares payable upon achievement of the performance goals is subject to further proration based on Mr. YJ Kim’s service through his termination date. Accordingly, even at 100% vesting, the maximum number of shares payable is 49,163, 133,500, and 59,321 for the 2023, 2024, and 2025 grants, respectively. (10) The number of shares payable upon achievement of the performance goals is subject to further proration based on Mr. T. Kim’s service through his termination date. Accordingly, even at 100% vesting, the maximum number of shares payable is 11,179 and 41,667 for the 2023 and 2024 grants, respectively.
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table shows information regarding the vesting of stock awards held by our named executive officers in 2025. None of our named executive officers exercised stock options during 2025.
Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1)(3) | Value Realized on Vesting ($)(2)(3) | | Camillo Martino | 41,165 | 158,074 | | Young-Joon Kim | 87,188 | 233,664 | | Shinyoung Park | 74,244 | 189,322 | | Seunghoon Lee | 40,084 | 116,144 | | Theodore Kim | 38,568 | 116,475 |
Option Exercises and Stock Vested
(1) Represents the sum of (i) RSUs that vested on June 15, 2025 for Mr. Martino, August 11, 2025 for Mr. YJ Kim, December 31, 2025 for Ms. Park and Mr. Lee, and October 21 for Mr. T. Kim; and (ii) Financial PSUs that vested on March 1, 2025 and December 31, 2025 for Mr. Lee. Represents the sum of the value of vested RSUs as of the vesting date, based on our closing per share price on the vesting date. The share numbers and values set forth in these two columns do not take into account the shares that were withheld from the named executive officers to pay applicable withholding taxes. The below table shows the number of shares, with their values calculated as of the vesting date, that were withheld by the Company in order to pay applicable withholding taxes on behalf of our named executive officers:
Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Withheld (#) | Value of Shares Withheld ($) | | Camillo Martino | — | — | | Young-Joon Kim | 30,518 | 81,788 | | Shinyoung Park | 36,332 | 92,647 | | Seunghoon Lee | 18,928 | 54,587 | | Theodore Kim | 13,500 | 40,770 |
Pension Benefits for the Fiscal Year Ended December 31, 2025
Pension Benefits for the Fiscal Year Ended December 31, 2025 In addition to the severance benefits described above, pursuant to the Employee Retirement Benefit Security Act of Korea, certain executive officers residing in Korea with one or more years of service are entitled to severance benefits upon the termination of their employment for any reason. The base statutory severance accrues at the rate of approximately one month of base salary per year of service and is calculated on a monthly basis based upon the executive’s salary for the prior three-month period. Accordingly, if the named executive officer’s employment with the Company terminated on the last day of our fiscal year ended December 31, 2025, they would have been entitled to the statutory severance payments described below. The accumulated amounts under the statutory severance scheme are paid in a lump sum upon the executive’s separation. Assuming no change in the applicable law, each of these executives will continue to accrue additional statutory severance benefits at the rate described above until his or her service with us terminates.
Pension Benefits for the Fiscal Year Ended December 31, 2025
| Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During the Last Fiscal Year($) | | Camillo Martino | Statutory Severance | — | — | — | | Young-Joon Kim | Statutory Severance | — | — | 575,658 | | Shinyoung Park | Statutory Severance | 7 | 212,210 | — | | Seunghoon Lee | Statutory Severance | 19 | 364,137 | — | | Theodore Kim | Statutory Severance | — | — | 341,744 |
Pension Benefits for the Fiscal Year Ended December 31, 2025
(1) The value reported in this column represents the accumulated amount of the benefit for each executive based on the formula described above of one month of base salary per year of credited service.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We do not maintain any nonqualified deferred compensation plans for our named executive officers.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Our named executive officers (except Mr. Martino) are or were each party to an employment agreement that provides for post- employment or change in control benefits. The terms “Cause”, “Good Reason”, “Disability”, “Change in Control”, and “CIC Qualified Termination” used below have the meanings given to them in the applicable agreement(s), while generally corresponding to these descriptions: "Cause" for terminating an executive's employment generally refers to material misconduct or wrongful act or omission on the executive’s part, including criminal convictions, fraud, embezzlement or misappropriation of funds, breach of fiduciary duty, refusal to fulfill its duties and responsibilities, material policy violations, material contract breaches, substance abuse affecting work, or gross negligence. "Good Reason" for an executive to resign or terminate their engagement generally refers to specific actions taken by the company without the executive's consent and not cured within a specified period, including: a diminution in the executive's salary or target annual bonus opportunity, the company's material breach of any material agreement with the executive, or relocation of the executive's primary work location by a significant distance from their current location that substantially increases their commute. “Disability” shall mean a finding by the Company of the executive’s incapacitation through any illness, injury, accident or condition of either a physical or psychological nature that has resulted in his inability to perform the essential functions of the executive’s position, even with reasonable accommodations, for one hundred eighty (180) calendar days during any period of three hundred sixty-five (365) consecutive calendar days, and such incapacity is expected to continue. "Change in Control" generally refers to significant changes in company ownership or control, including: (1) when a person or entity acquires more than 50% of the company's voting power or fair market value of securities (with certain exceptions), (2) a transaction resulting in stockholders losing direct or indirect beneficial ownership of more than 50% of the voting power, or (3) the company's complete liquidation or dissolution after stockholder approval. The definition typically excludes acquisitions by existing major shareholders, internal reorganizations, and transactions where the majority of the board remains composed of incumbent directors. "CIC Qualified Termination" shall mean a termination of the executive's employment either (i) by the Company without Cause or (ii) by the executive's resignation with Good Reason, in each case, occurring either (x) during a period of time when the Company is party to a definitive corporate transaction agreement, the consummation of which would result in a Change in Control or (y) within eighteen (18) months following a Change in Control. “Non-CIC Qualified Termination” shall mean a termination of the executive’s employment either (i) by the Company without Cause or (ii) by the executive for Good Reason, in each case, occurring outside of either (x) the period of time when the Company is party to a definitive corporate transaction agreement, the consummation of which would result in a Change in Control or (y) the eighteen (18) month period following a Change in Control.
CEO Pay Ratio
CEO Pay Ratio For the 2025 fiscal year, the ratio of the annual total compensation of Camillo Martino, our Chairman and Interim Chief Executive Officer (“CEO Compensation”), to the median of the annual total compensation of all of our employees other than our Chairman and Interim Chief Executive Officer (“Median Annual Compensation”) was 10.60 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized below. In this summary, we refer to the employee who received such Median Annual Compensation as the “Median Employee.” For purposes of this disclosure, the date used to identify the Median Employee was December 31, 2025 (the “Determination Date”). CEO Compensation for purposes of this disclosure represents the total compensation reported for Mr. Camillo Martino under “Summary Compensation Table”, which was $759,435 for the 2025 fiscal year. For purposes of this disclosure, Median Annual Compensation was $71,672, and was calculated by totaling for our Median Employee all applicable elements of compensation for the 2025 fiscal year in accordance with Item 402(c)(2)(x) of Regulation S-K. To identify the Median Employee, we first determined our employee population as of the Determination Date. We had 711 employees, representing all full-time, part-time, seasonal and temporary employees of Magnachip and its consolidated subsidiaries as of the Determination Date, but excluding Mr. Camillo Martino, and, as permitted by applicable SEC rules, excluding (i) any independent contractors or “leased” workers and (ii) all of our employees located in China (14), Taiwan (5), Japan (2) and Germany (2). We then measured compensation for the period beginning on January 1, 2025 and ending on December 31, 2025 for these employees. This compensation measurement was calculated by totaling, for each employee, total cash compensation paid (including salary, wages, tips, cash bonuses and other cash compensation paid in 2025) as shown in our payroll and human resources records for 2025. A portion of our employee workforce (full-time and part-time) worked for less than the full fiscal year due to commencing employment after the beginning of the fiscal year. In determining the Median Employee, we annualized the compensation for such individuals.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between executive “Compensation Actually Paid” to our principal executive officer (“PEO”) and our other named executive officers (“NEOs”), as calculated in accordance with Item 402(v) of Regulation S-K, and certain financial performance measures. For a discussion of our compensation philosophy, how our Compensation Committee assessed “pay-for-performance,” and how our executive compensation program is designed to link executive compensation with the achievement of our financial and strategic objectives, as well as stockholder value creation each year, see the section titled “Compensation Discussion and Analysis” on page 18.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Fiscal Year(1) | Summary Compensation Table Total for PEO Kim, Youngjoon | Compensation Actually Paid to PEO Kim, Youngjoon(2)(3) | Summary Compensation Table Total for PEO Martino, Camillo | Compensation Actually Paid to PEO Martino, Camillo(2)(3) | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs(4)(5) | MX Total Shareholder Return(6) | Peer Group Total Shareholder Return(7) | Net Income ($)(8) | Gross Profit Margin(9) | | 2025 | $3,509,979 | $1,148,257 | $930,185 | $776,439 | $795,118 | $406,144 | $27.16 | $288.34 | $(29,724,000) | 17.6% | | 2024 | $3,074,295 | $1,263,203 | $0 | $0 | $1,269,988 | $692,260 | $42.81 | $201.00 | $(54,308,000) | 22.4% | | 2023 | $5,911,543 | $3,073,819 | $0 | $0 | $1,268,903 | $812,131 | $79.87 | $167.00 | $(36,622,000) | 22.4% |
Pay Versus Performance Table
(1) The Company had two PEOs during fiscal 2025: Mr. Camillo Martino (Interim CEO) and Mr. Young-Joon Kim (“YJ Kim”)(Former CEO). Mr. YJ Kim was the sole PEO during fiscal 2024 and 2023. The Company’s other NEOs for the applicable years were as follows: – 2025: Shinyoung Park, Seunghoon Lee, Theodore Kim – 2024: Shinyoung Park, Theodore Kim – 2023: Shinyoung Park, Theodore Kim, Woung Moo Lee, Chan Ho Park (2) The amounts reported represent the “Compensation Actually Paid” to our PEO, computed in accordance with Item 402(v) of Regulation S-K, but do not reflect the actual amount of compensation earned by or paid to our PEO in the applicable year. The valuation assumptions used to calculate fair values were updated for the applicable fiscal year, and the assumptions for the applicable fiscal year are set forth in the notes to the financial statements in our annual on Form 10-K for the applicable fiscal year. (3) In accordance with Item 402(v) of Regulation S-K, the table below describes the adjustments that were made to the 2025 amounts reported for our PEO in the “Total” column of the Summary Compensation Table to calculate the “Compensation Actually Paid”. No dividends or other earnings were paid on stock or option awards in the covered fiscal year. For information on the calculation of “compensation actually paid” for 2025, 2024, and 2023 please see the “Pay Versus Performance” disclosure in our 2025 definitive proxy statement which was filed with the SEC on April 29, 2025.
Pay Versus Performance Table
| | PEO: Martino, Camillo | | Fiscal Year | 2025 | | SCT Total | $930,185 | | - Change in Pension Value in SCT | $— | | + Pension Service Cost | $— | | + Above-Market Non-Qualified Deferred Compensation | $— | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(551,100) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $404,764 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $— | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(7,410) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | | Compensation Actually Paid | $776,439 |
Pay Versus Performance Table
| | PEO: Kim, Youngjoon | | Fiscal Year | 2025 | | SCT Total | $3,509,979 | | - Change in Pension Value in SCT | $(8,053) | | + Pension Service Cost | $— | | + Above-Market Non-Qualified Deferred Compensation | $— | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(1,779,033) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $14,346 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(263,693) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $85,602 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(74,031) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $(336,860) | | Compensation Actually Paid | $1,148,257 |
Pay Versus Performance Table
Equity Award Valuations: Equity values are computed in accordance with FASB ASC 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts reported represent the average “Compensation Actually Paid” to the NEOs other than our PEO as a group, computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to such NEOs as a group in the applicable year. The valuation assumptions used to calculate fair values were updated for the applicable fiscal year and the assumptions for the applicable fiscal year are set forth in the notes to the financial statements in our annual on Form 10-K for the applicable fiscal year. (5) In accordance with Item 402(v) of Regulation S-K, the table below describes the adjustments that were made to the 2025 average of the amounts reported in the “Total” column of the Summary Compensation Table for the NEOs as a group (excluding our PEO) to calculate the “Compensation Actually Paid”. No dividends or other earnings were paid on stock or option awards in the covered fiscal year. For information on the calculation of “compensation actually paid” for 2025, 2024, and 2023 please see the “Pay Versus Performance” disclosure in our 2025 definitive proxy statement which was filed with the SEC on April 29, 2025.
Pay Versus Performance Table
| | NEO | | Fiscal Year | 2025 | | SCT Total | $795,118 | | - Change in Pension Value in SCT | $(20,875) | | + Pension Service Cost | $— | | + Above-Market Non-Qualified Deferred Compensation | $— | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(325,301) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $81,930 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $(72,729) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $39,938 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(41,210) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $(50,726) | | Compensation Actually Paid | $406,144 |
Pay Versus Performance Table
Equity Award Valuations: Equity values are computed in accordance with FASB ASC 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. Cumulative total shareholder return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the performance period, assuming dividend reinvestment, and the difference between our company’s share price at the end and the beginning of the performance period by our company’s share price at the beginning of the performance period. No dividends were paid on stock or option awards in 2025, 2024 or 2023. (7) The TSR peer group consists of the Philadelphia Semiconductor Index, an independently prepared index composed of the 30 largest U.S. companies primarily involved in the design, distribution, manufacture, and sale of semiconductors. (8) Among various factors that can affect the Company’s net income year-over-year, a substantial portion of non-cash translation gain or loss recorded in the Company’s net income is associated with the intercompany long-term loans, which is denominated in U.S. dollars, to the Company’s Korean subsidiary (using Korean Won as its functional currency) by the Dutch Subsidiary. As of December 31, 2025, 2024 and 2023, the outstanding intercompany long-term loan balance including accrued interest was $75.1 million, $257.7 million and $285.1 million, respectively. Due to the foreign currency fluctuations year-over-year, it can be difficult to detect underlying trends in net income as a result of the Company’s business and results of operations. (9) As noted in the section titled “Compensation Discussion and Analysis,” for 2025, the Compensation Committee determined that gross profit as a percentage of revenue (“Gross Profit Margin”) continues to be viewed as a core driver of the Company’s performance and stockholder value creation and, accordingly, was utilized as a component in the 2025 long term incentive program.