You are cordially invited to attend the Annual Meeting of Stockholders of Amkor Technology, Inc. The Annual Meeting will be held on Wednesday,Tuesday, May 4, 2016,18, 2021 at 9:0011:30 a.m., EDT. In light of the Covid-19 pandemic, for the safety of our stockholders, our directors, our officers and our employees, and taking into account federal, state and local guidance, we have determined that the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in person meeting. You may attend the Annual Meeting, submit questions and vote your shares electronically during the meeting via live webcast at www.meetingcenter.io/226422686. You will need the Philadelphia Marriott West, 111 Crawford Avenue, West Conshohocken, Pennsylvania 19428, telephone15-digit control number (610) 941-5600.

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

We also encourage you to read our Annual Report. It includes information about our company, as well asCompany and our audited financial statements. A copy of our Annual Report was previously sent to you or is included with this Proxy Statement.

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

Thank you for your continuing support.

On Wednesday,Tuesday, May 4, 2016,18, 2021, Amkor Technology, Inc., a Delaware corporation, will hold its 2016 Annual Meeting of Stockholders at the Philadelphia Marriott West, 111 Crawford Avenue, West Conshohocken, Pennsylvania 19428, telephone number (610) 941-5600.Stockholders. The meeting will begin at 9:0011:30 a.m.

Only stockholders of record who held shares of Amkor common stock at the close of business on March 18, 201622, 2021 may vote at this meeting or any adjournments or postponements that may take place. A complete list of stockholders entitled to vote at the Annual Meeting will be available for examination by the stockholders for any purpose relating to the meeting at our principal executive offices at 2045 East Innovation Circle, Tempe, Arizona 85284 for a period of at least ten days prior to the meeting. If, due to Covid-19, our principal executive offices are closed during the ten days prior to the Annual Meeting, you may send a written request to our Corporate Secretary at our principal executive offices, and we will arrange a way for you to inspect the list.

The list also will be available at the virtual Annual Meeting.

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

The approximate mailing date of this proxy statement and proxy card is April 6, 2016.

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of Amkor Technology, Inc.’s Board of Directors. (“Amkor” or the “Company”). The proxies will be voted at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday,Tuesday, May 4, 2016,18, 2021, at 9:0011:30 a.m., EDT, and at any adjournmentsadjournment or postponements that may take place.

The Annual Meeting will be held virtually, via the Internet, at www.meetingcenter.io/226422686. At our virtual Annual Meeting stockholders will be able to attend, vote and submit questions via the Philadelphia Marriott West, 111 Crawford Avenue, West Conshohocken, Pennsylvania 19428, telephone number (610) 941-5600. Our principal executive offices are located at 2045 East Innovation Circle, Tempe, Arizona 85284, telephone number (480) 821-5000.

We intend to mail definitive copies of these proxy materials on or about April 6, 201612, 2021 to stockholders of record who held our common stock at the close of business on March 18, 2016.

The following is important information in a question-and-answer format regarding the Annual Meeting and this proxy statement.

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

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

Summary Information – Nominees for the Board of Directors

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

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

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The following table sets forth the names and the ages as of March 31, 20162021 of our teneleven incumbent directors who are being nominated for re-election to the Board of Directors.

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

As a result of these and other professional experiences and his more than 4550 years of service as our Chairman and Chief Executive Officer, Mr. Kim has a comprehensive understanding of the semiconductor industry and our business and possesses particular knowledge and experience in strategic planning and customer relationships, manufacturing and operations, and the finance areas relevant to the company,Company, which are among the key attributes whichthat qualify Mr. Kim for election to our Board.

John T.Susan Y. Kim.    John T.    Susan Y. Kim has been a director of Amkor since February 2015 and has served as Executive Vice Chairman of the Board of Directors since August 2005,2020. Ms. Kim served as Vice Chairman of the Board of Directors from May 2020 to August 2013 to February 2015, and Executive Vice Chairman2020. Ms. Kim is an active philanthropist who also sits on the

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As a result of his years ofher service in various capacities at Amkor,as a director on numerous boards, including service on our Board, Mr.a publicly traded consumer electronics company and several educational institutions and charitable organizations, and other professional experiences, Ms. Kim has a significant understanding of the semiconductor industry and our business, and possesses particular knowledge and experience in our business and operations, and as an investor, which are among the key attributes whichthat qualify Mr. Kimher for election to our Board.

Stephen D. Kelley.    Stephen D. Kelley joined Amkor in May 2013 asGiel Rutten.Giel Rutten was appointed President, and Chief Executive Officer and is also a memberdirector of our Boardthe Company in June 2020. Mr. Rutten joined Amkor in 2014 as Executive Vice President of Directors.Advanced Products and served in that role until he was appointed Executive Vice President of the Company in February 2020. Before joining Amkor, he served as Chief Executive Officer of Ledzworld, an LED technology company. Prior to that, he served as Senior Vice President for the Home Business Unit of NXP B.V. (formerly, Philips Semiconductors). Mr. KelleyRutten first joined Philips Semiconductors in 1984 and took on various key management positions in the areas of general management, marketing, operations and engineering in Europe, Asia and the United States. Mr. Rutten holds a Master’s degree in Physics and Chemistry from the University of Nijmegen, the Netherlands, and has more than 2530 years of experience in the global semiconductor industry, including as Executive Vice President and Chief Operating Officer of Cree from 2008 to 2011, and in executive roles at Texas Instruments and Philips Semiconductors. He has also held various managerial positions at National Semiconductor and Motorola. Prior to joining Amkor, Mr. Kelley served as Senior Advisor to Advanced Technology Investment Company, the Abu Dhabi-sponsored investment company that owns GlobalFoundries, until December 2012. Mr. Kelley holds a B.S. in Chemical Engineering from Massachusetts Institute of Technology and a J.D. from Santa Clara University.industry.

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

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

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

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

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

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

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

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

Susan Y. KimMaryFrances McCourt.    MaryFrances McCourt has been a director of Amkor since February 2015.2018. Ms. KimMcCourt is an active philanthropist who also sitsVice President for Finance and Treasurer at the University of Pennsylvania (“UPenn”). In her role, Ms. McCourt leads UPenn’s cash and short-term investment and capital financing strategies and oversees UPenn’s financial functions. Ms. McCourt is responsible for the University’s multi-year financial planning efforts and collaborates closely with UPenn Medicine leadership on its growth and financial planning. She directly manages the Boardstrategic and operational direction of Directorsa variety of functions, including the Catholic Foundation of Greater PhiladelphiaComptroller’s Office, financial training, global support services, research services, risk management and insurance, student registration and financial services and the Council of Emeritus Directors of

As a result of her service as a director on numerous boards, including a publicly traded consumer electronics company and several educational institutions and charitable organizations,these and other professional experiences, Ms. KimMcCourt possesses particular knowledge and experience in the finance, treasury and executive management areas relevant to our business, which are among the key attributes that qualify herMs. McCourt for election to our Board.

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

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

John F. Osborne.    John F. OsborneGil C. Tily.    Gil C. Tily has been a director of Amkor since August 2007.May 2019 upon his retirement as Amkor’s Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary. Since January 1998,July 2020, Mr. OsborneTily has been President of Competitive Customer Support, an advisor to companies that manufacture integrated circuits or supply materials, equipment and services toalso served, in his capacity as a director, in the microelectronics industry. From 1988 to 1996, Mr. Osborne was a memberBoard’s newly-created Strategic Oversight Role, through which he provides additional strategic oversight of the executive staffmanagement and business of Lam Research, a supplier of wafer fabrication and equipment services to the semiconductor industry. At Lam, Mr. Osborne held the positions of Vice President of Strategic Development, Vice President of Quality and Vice President of Customer Support.Company. Prior to joining Lam,Amkor in 2007, Mr. Osborne held management positions at both Motorola, Inc.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 Royal Philips Electronics from 1967 to 1985. Mr. Osborne served on the Strategic Advisory Board of DuPont Electronic Materials for six years and currently serves on the Executive Advisory Board of Brewer Science, a privately held chemical company. Mr. Osborne holds a degree in Metallurgical EngineeringJ.D. from the ColoradoUniversity of Pittsburgh School of Mines.Law.

As a result of these and other professional experiences, and his prior service onMr. Tily has broad management experience in our Board, Mr. Osborne has a significant understanding of the semiconductor industrybusiness and possesses particular knowledge and experience in theour operations, executive management and corporate governance, finance management, markets, strategic opportunities, operating and technologylegal areas relevant to our business, which are among the key attributes whichthat qualify Mr. OsborneTily for election to our Board.

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

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

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The Board of Directors held fourseven meetings and acted by unanimous written consent on four occasions during 2015. Each director2020. All directors attended at least 75 percent 75%of all Board of Directors and applicable committee meetings.

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

All Committeecommittee members are appointed by the Board of Directors.

We have a separately-designatedseparately designated Audit Committee. The current members of the Audit Committee are Messrs. Zug,Mr. Carolin, Morse, OsborneMs. McCourt and Watson. Mr. Morse. Mr. Carolin currently serves as the Chairman of the Audit Committee.

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

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

The Board has adopted a written charter for the Nominating and Governance Committee, which is available on our website under the heading “Company Overview > Corporate Governance” at http:https://www.amkor.com. Their.amkor.com. During 2020, the Nominating and Governance Committee met five times during 2015.

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

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

It is the policy of the Nominating and Governance Committee to consider both recommendations and nominations from stockholders for candidates to the Board of Directors. Stockholders wishing to recommend a candidate for consideration by the Nominating and Governance Committee for election to the Board of Directors can do so by writing to our Corporate Secretary at our principal executive offices. Stockholders shall give (i) such candidate’s name, home and business contact information, (ii) a representation that the nominating person intends to appear in person or by proxy at the meeting to nominate the candidate, (iii) if known, the class and total number of shares of Amkor stock beneficially owned by the candidate, (iv) a description of all arrangements or understandings between the nominating person and the candidate and any other person (naming such person) pursuant to which the nomination is being made, (v) detailed biographical data and qualifications, including such candidate’s age and principal occupation, (vi) written indication of the candidate’s willingness to serve if elected, (vii) the nominating person’s name and address, (viii) evidence of the nominating person’s ownership of Amkor stock and (ix) a representation whether the nominating person intends, or is part of a group which intends, to deliver a proxy statement and/or form of proxy to holders of at least the percentage of Amkor’s outstanding stock required to elect the candidate and/or otherwise to solicit proxies from stockholders in support of the nomination. Nominations for consideration at the 20172022 Annual Meeting of Stockholders must be received by our Corporate Secretary no later than February 3, 2017.

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

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

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

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

Mr. John T. Kim servesserved as Vice Chairman of the Board through May 2020, at which time he concluded his service as a member of the Board and Ms. Susan Y. Kim was appointed to the role of Vice Chairman of the Board. Ms. Kim served as Vice Chairman of the Board from May 2020 to August 2020, when she was appointed Executive Vice Chairman of the Board. The ExecutiveIn addition to her prior duties as Vice Chairman, is responsible forwhich include assisting the Chairman of the Board, presiding over meetings of the Board in the absence of the Chairman, and for such other duties and responsibilities as set forth in the bylaws or determined by the Board or the Chairman from time to time. In thistime, in her role Mr.as Executive Vice Chairman, Ms. Kim resides in Korea, and works closely with the company'sCompany’s senior executives in formulating strategy and policies and providing guidance regarding operations for our subsidiary Amkor Technology Korea.

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

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

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

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

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

As part of its overall responsibility for risk oversight, the Board directly oversees, among other areas, business strategy, customer and industry trends, financial performance, liquidity and capital expenditures, operations, insurance coverage, intellectual property, cybersecurity, research and development, labor and human resources and litigation. Senior management regularly, and at least annually, briefs the Board regarding cybersecurity and other information security matters relevant to the Company. The Audit Committee is responsible for, among other areas, financial risk oversight including issues related to financial reporting and accounting, internal controls, disaster recovery, fraud and taxes. The Compensation Committee assesses and monitors risks related to our compensation practices and other related areas. The Nominating and Governance Committee has responsibility for oversight of risks related to, among other areas, the company’sCompany’s corporate governance policies and practices that help position the Board to effectively carry out its risk oversight responsibility.

Amkor’s management is responsible for day-to-day risk management. Management’s responsibilities include identifying, evaluating and addressing potential risks that may exist at the enterprise, strategic, financial and operating levels and the development of processes for mitigating these risks. At periodic meetings of the Board and its committees and in other meetings and discussion, management reports to and seeks guidance from the Board and its committees, as applicable, with respect to matters that could affect the company’sCompany’s risk profile, strategic plans, risk mitigation strategies and other aspects of the company’sCompany’s business. The Board oversees and monitors management in the execution of its risk oversight role.

All directors are encouraged, but not required, to attend our Annual MeetingMeeting. All of Stockholders. Nine of our ten incumbentthe directors who were directorsserving on the Board at the time of the 20152020 Annual Meeting of Stockholders attended the 20152020 Annual Meeting of Stockholders.

As of February 29, 2016,28, 2021, Mr. James J. Kim, the Executive Chairman of our Board of Directors, and members of his immediate family and related trusts and an affiliateaffiliates beneficially owned approximately 58%58.2% of our outstanding common stock.

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

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

During 2015,2020, the Compensation Committee of our Board of Directors consisted of Messrs. Churchill, Carolin, Morse and Morse.Watson. No member of the Compensation Committee was an officer or employee of Amkor or any of Amkor’s subsidiaries during 2015,2020 or had any relationship requiring disclosure under SEC regulations. None of Amkor’s Compensation Committee members or executive officers has served on the board of directors or on the compensation committee of any other entity of whose executive officers served on our Board of Directors or on our Compensation Committee.

Anti-Hedging, Anti-Pledging and Clawback Policies

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

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During 2015, 2020, non-employee directors received an annual cash retainer, which was paid quarterly, and certain directors received fees for serving in certain Board positions. The cash retainer and the fees were pro-rated for service lasting for less than a year. Non-employee directors also received fees for attendance at Board and Committee meeting fees.committee meetings. The cash compensation structure for our non-employee Board members directors for 20152020 is set forth in the following table.

Upon re-election to the Board of Directors at our 20152020 Annual Meeting, each non-employee director receivedwas granted an option to purchase 20,000 shares of our common stock with an exercise price equal to its then fair market value of $9.83 per share and was granted restricted stock having a fair market value on the grant date of $40,000,$60,000, in each case automatically under the terms of the Amkor Technology, Inc. Second Amended and Restated 2007 Equity Incentive Plan (the(as amended, the “2007 Equity Plan”). Additionally, the 2007 Equity Plan provides that when an individual first becomes a non-employee director, such director is automatically receivesgranted an initial grant of an option to purchase 20,000 shares of our common stock with an exercise price equal to its then fair market value and an initial grant of restricted stock having a fair market value on the grant date of $40,000,$60,000, in each case pro-rated for the period of service from the date on which such individual first becomes a director to the date of the company'sCompany’s next annual meeting.

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

The following table shows compensation information for our Executive Chairman Executive Vice Chairman and non-employee directors for the year ended December 31, 2015.

Gil C. Tily.  Gil C. TilyYoungKuk Park.    YoungKuk Park was appointed as our Executive Vice President of Worldwide Manufacturing Operations and Chief Administrative Officeras President of our subsidiary Amkor Technology Korea, Inc. (“ATK”) in May 2008 and hasMarch 2019. Prior to assuming his current role, Mr. Park served as our General CounselCorporate Vice President of Manufacturing at Amkor Technology Korea since 2018, and as Corporate Secretary since he joinedVice President of Manufacturing at Amkor in 2007.Technology Philippines from 2016 to 2018. Prior to his role in the Philippines, Mr. Park served as Corporate Vice President and Head of Corporate Manufacturing in Korea. Since joining Amkor, Mr. Tily was a

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

In determining the compensation of our named executive officers for 2015,2020, the Compensation Committee considered the current economic environment, the company’suncertainty arising from the Covid-19 pandemic, the Company’s outlook for 2020, the Company’s financial results, the views of our Executive Chairman, the many contributions of our named executive officers that are not fully reflected in our financial results, the highly competitive nature of the company’sCompany’s industry and compensation data provided from time to time by the Compensation Committee’s independent compensation consultant andconsultant. The Compensation Committee recognizes the need to attract, retain and motivate a team of highly qualified and dedicated senior executives who are critical to the long-term success of the company.

The Compensation Committee also considers the results of the company’sCompany’s advisory vote to approveregarding the compensation of our named executive officers, which is held on an annual basis consistent with the preference expressed by our stockholders. OurThe majority of our stockholders overwhelmingly approved the compensation of the named executive officers at our last Annual Meeting, with approximately 98%82% of the votes cast voting in favor of approval. AlthoughWe view the result of this vote is non-binding we view this vote as a strong endorsementan indication that our shareholders are generally supportive of our current executive compensation program and policies. Accordingly, we have not made any material changes to our executive compensation program or policies.

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

Given the competitive and highly cyclical nature of our business, the Compensation Committee retains the flexibility to design an executive compensation structure that allows for a mix of cash, equity and other incentivesforms of compensation (e.g., benefits) that meets the overall compensation program objectives. Because of the highly cyclical nature of the semiconductor industry and the volatility of our stock price in recent years, it has been the philosophy of our Executive Chairman that equity compensation should not be the primary driver of our compensation program. As a result, the cash compensation component (base salary plus bonus opportunity) has historically represented a greater portion of total compensation opportunity than the equity component in our executive compensation structure. Consistent with the goal of maintaining flexibility in our executive compensation program, theThe Compensation Committee does not target short-term andversus long-term and cash and versus non-cash compensation at a specific percentage of an executive officer’s overall compensation opportunity. Instead, the Compensation Committee retains the discretionflexibility to allocate compensation opportunities within these categories as it deems appropriate to achieve our overall compensation objectives.

Historically, the Compensation Committee and our Chief Executive Officer, in consultation with our Executive Chairman, have evaluated and monitored the effectiveness of our overall executive compensation arrangements on an ongoing basis. During 2015, theThe Compensation Committee continued to retain Frederic W.retains FW Cook, & Co., aan independent compensation consultant, to assist the Compensation Committee inwith reviewing the company’sCompany’s compensation structure for executives, including the standard elements of base salary, performance-based annual cash bonuses, and equity incentive programs and in the selection of comparison companies for providing data to be used when evaluating our executive compensation arrangements. The Compensation Committee has considered the data provided by its compensation consultant from time to time at a macro level as part of its determination of whether the overall level of compensation for each of our named executive officers is reasonable in light of market conditions. However, the

The Compensation Committee reviews and approves the compensation for our executive officers, including our Chief Executive Officer. It is the practice of the Compensation Committee to submit toreview with the full Board for reviewother independent directors and approval, any significant changes to the Executive Chairman our Chief Executive Officer’s compensation. In setting our executive officers’ overall compensation, the Compensation Committee generally considers a variety of factors related to the company'sCompany’s performance, including, in the case of our 20152020 annual bonus program for executives: (i) salesexecutives, an anticipated return to growth in 2020 following an inventory correction in the semiconductor market in 2019 and (ii) gross profit, each of which was calculated based on a pre-determined method as set by the Compensation Committee, as described in more detail below. These performance metrics were selected because the Compensation Committee and our Chief Executive Officer believed that sales growth, and gross profitability are key driversbalancing incentives for increasing shareholder value.revenue with incentives for operating income. Other factors typically considered by the Compensation Committee typically include the achievement of other financial and operating business objectives, our fiduciary and corporate responsibilities, competitive practices and trends, regulatory requirements and individual performance.

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

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In March 2016, in connection with the preparation of this Proxy Statement,proxy statement, the Compensation Committee reviewed and evaluated the company’sCompany’s executive compensation and general compensation policies and practices. As part of that process, the Compensation Committee evaluated whether such policies and practices would create risks that wereare reasonably likely to have a material adverse effect on the company.Company. The Compensation Committee considered a number of factors, including the key components of the company’sCompany’s compensation programs and the relative weighting of those components as part of overall compensation, as well as the considerations enumerated by the SEC. The Compensation Committee also considered the factfacts that base salary, which represents a meaningful portion of each executive'sexecutive’s overall compensation opportunity, is not performance-based.performance-based and, based on information provided by the Company’s compensation consultant, the determination that total compensation of the Company’s executives is all well within market norms. Prior to the Compensation Committee’s review, members of the executive management team (in consultation with the company’sCompany’s outside legal counsel) also reviewed the company’sCompany’s compensation policies and practices and considered whether those policies and practices wereare likely to encourage inappropriate risk-taking by executives or other employees. Based on the foregoing, the companyCompensation Committee concluded that itsthe Company’s compensation policies and practices diddo not create risks that wereare reasonably likely to have a material adverse effect on the company.

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

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

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

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

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

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

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

In 2015,February 2020, our then-Chief Executive Officer, Mr. Kelley, recommended, and the Compensation Committee approved, an increase in Mr. Stone'sRutten’s base salary from 460,000$485,000 to $500,000 and an increase(to be paid in Mr. Rutten's base salary from $375,000 to $395,000, in each case effective as of January 1, 2015,Singapore Dollars) in recognition of their contributionsMr. Rutten’s performance in 2019 and the contribution he was expected to make to the Company during 2014. Thein 2020. Mr. Kelley did not recommend, and the Compensation Committee did not approve, increases in the base salaries of any of our other named executive officers.

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

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

In February 2021, the Compensation Committee approved salary increases for certain of our named executive officers during 2015.

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

Bonus opportunities for the named executive officers for 20152020 were established by the Compensation Committee under the Amkor Technology, Inc.Company’s Executive Incentive Bonus Plan (the “Executive Bonus Plan”). No changes were made to thePlan. The Compensation Committee set target bonus opportunities of our named executive officers from 2014.for the Company’s Executive Bonus Plan in February 2020. In setting the target bonus levels,

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

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

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

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

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

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

Clawback Policy

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

Severance Benefits

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

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

Notwithstanding the deductibility for federal income tax purposes of compensation over $1 million paid to our Chief Executive Officer and our next three most highly paid executive officers (other than our Chief Financial Officer) in a taxable year. Compensation above $1 million may only be deducted if it is “performance-based compensation” withinTax Act, the meaning of the Internal Revenue Code. The Compensation Committee is aware of these limitations when structuring executive compensation. However, we retainretains the flexibility to pay compensation that is not entirely deductible where the Compensation Committee determines doing so to be appropriate.

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

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis for the year ended December 31, 2015.2020. Based on such review and discussion, the Compensation Committee recommended to the Board of Directors, and the Board of Directors has approved, that the Compensation Discussion and Analysis be included in this Proxy Statement on Schedule 14A.

The following table sets forth compensation earned for services rendered to us and our subsidiaries by our Principal Executive Officer, Principal Financial Officer, and our three most highly compensated executive officers (other than our Principal Executive Officer and Principal Financial Officer) who were serving as executive officers at the end of 2015, and two former executive officers who left the company during 20152020 (collectively, our "named“named executive officers"officers”).

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