UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)Proxy Statement Pursuant to Section 14(a) of the

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OFSecurities Exchange Act of 1934

Filed by the Registrant   ☒                             Filed by a Partyparty other than the Registrant   ☐

Check the appropriate box:

AMKOR TECHNOLOGY, INC.

(Name of Registrant as Specified In Its Charter)

(NamesName of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

2045 East Innovation Circle

Tempe, Arizona 85284

April 12, 20212022

To Our Stockholders:

You are cordially invited to attend the 2022 Annual Meeting of Stockholders of Amkor Technology, Inc. The Annual Meeting willto be held on Tuesday, May 18, 202117, 2022 at 11:30 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.internet. You may attend the Annual Meeting, submit questions, and vote your shares electronically during the meeting via live webcast at www.meetingcenter.io/226422686.meetnow.global/M59W94W. You will need the 15-digit control number printed on your proxy card to participate in the Annual Meeting. We recommend that you log in at least 15 minutes before the Annual Meeting to ensure you are logged in when the meeting starts.

The actions expected to be taken at the 2022 Annual Meeting of Stockholders are described in detail in the attachedenclosed Proxy Statement and Notice of Annual Meeting of Stockholders.

We also encourage you to read our 2021 Annual Report.Report to Stockholders. It includes information about our Companycompany and our audited financial statements. A copy of our 2021 Annual Report to Stockholders was previously sent to you or is included with this proxy statement.the enclosed Proxy Statement.

Please use this opportunity to take part in the affairs of Amkor Technology, Inc. by voting on the business to come before this meeting.the 2022 Annual Meeting of Stockholders. Whether or not you plan to attend the virtualsuch 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 andAnnual Meeting or to vote your shares in person during the virtual Annual Meetingsuch meeting for the matters to be acted upon at thesuch meeting.

Thank you for your continuing support.

AMKOR TECHNOLOGY, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on May 18, 202117, 2022

Dear Amkor Stockholder:

On Tuesday, May 18, 2021,17, 2022, Amkor Technology, Inc., a Delaware corporation, will hold its 2022 Annual Meeting of Stockholders. The meeting will begin at 11:30 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.internet. You may attend the Annual Meeting, submit questions, and vote your shares electronically during the meeting via live webcast at www.meetingcenter.io/226422686.meetnow.global/M59W94W. You will need the 15-digit control number printed on your proxy card to participate in the Annual Meeting. We recommend that you log in at least 15 minutes before the Annual Meeting to ensure you are logged in when the meeting starts.

Only stockholders of record who held shares of Amkor Technology, Inc. common stock at the close of business on March 22, 20212022 may vote at this meetingthe Annual 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 thesuch meeting at our principal executive officesoffice, located at 2045 East Innovation Circle, Tempe, Arizona 85284, for a period of at least ten10 days prior to thesuch meeting. If, due to the Covid-19 pandemic, our principal executive offices areoffice is closed during the ten10 days prior to the Annual Meeting, you may send a written request to our Corporate Secretary at our principal executive offices,office, and we will arrange a way for you to inspect the list.list in a manner that complies with our health and safety protocols.

The list also will be available at the virtual Annual Meeting at www.meetingcenter.io/226422686.meetnow.global/M59W94W.

At the meeting,2022 Annual Meeting of Stockholders, stockholders will consider and act upon the following matters:

The Board of Directors recommends that you vote in favor of proposals 1, 2, 3, and 43, as outlined in thisthe enclosed proxy statement.

The approximate mailing date of thisthe enclosed proxy statement and proxy card is April 12, 2021.2022.

April 12, 20212022

Tempe, Arizona

TABLE OF CONTENTS

AMKOR TECHNOLOGY, INC.

PROXY STATEMENT

INFORMATION CONCERNING SOLICITATION AND VOTING

This proxy statement isand the accompanying proxy card are furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of Amkor Technology, Inc. (“Amkor”Amkor,” “we,” “us,” or the “Company”). Our principal executive office is located at 2045 East Innovation Circle, Tempe, Arizona 85284, telephone number (480) 821-5000. The proxies will be voted at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Tuesday, May 18, 2021,17, 2022 at 11:30 a.m. EDT and any adjournment or postponement.postponement thereof (the “Annual Meeting”).

The Annual Meeting will be held virtually, via the Internet,internet, at www.meetingcenter.io/226422686.meetnow.global/M59W94W. At our virtual Annual Meeting, stockholders will be able to attend, vote, and submit questions via the Internet.internet.

We intend to mail definitive copies of these proxy materials on or about April 12, 20212022 to stockholders of record who held our common stock at the close of business on March 22, 2021.2022 (the “Record Date”).

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

Stockholders asIn advance of our Record Date (as defined below) who attend and participate in our virtualthe Annual Meeting, will have an opportunitywe encourage you to submit questions live via the Internet during a designated portion of the meeting. Stockholders must have available their 15-digit control number printed on their proxy card to submit questions.

carefully review our admission procedures at meetnow.global/M59W94W. We also recommend that you log in at least 15 minutes before the Annual Meetingstart time to ensure you are logged in when the meeting starts. We encourage you to carefully review the procedures needed to gain admission to our virtual Annual Meeting in advance at www.meetingcenter.io/226422686.starts. If you encounter any technical difficulties accessing the virtual meetingAnnual Meeting during check-in or at any other time during the meeting,Annual Meeting, please call the technical support phone number that will be posted on the virtual meetingAnnual Meeting login page.

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If your shares are held by a bank, brokerage firm, or other record holder, please refer to your proxy card or other information provided to you for instructions on how to vote.

If you hold your shares through a broker and do not provide your broker with specific voting instructions, under the rules that govern brokers in such circumstances, your broker will have the discretion to vote such shares on routine matters but not on non-routine matters. Even though we are a Nasdaq-listed Company,company listed on the Nasdaq Global Select Market (“Nasdaq”), the New York Stock Exchange (“NYSE”) rules govern how a broker licensed by the NYSE can vote shares it holds on behalf of stockholders of Nasdaq-listed companies. As a result:

Because the proposals to be acted upon at the Annual Meeting include both routine and non-routine matters, we anticipate that brokers may return proxy cards that vote uninstructed shares “FOR” or “AGAINST” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021,Proposal Three, but expressly state that the broker is NOT voting on the election of directors, the advisory vote to approve the compensation of our named executive officers,Proposal One or the approval of the 2021 Equity Incentive Plan.Proposal Two. A broker’s withholding of a vote, in this case with respect to the election of directors, the advisory vote with respect to the compensation of our named executive officers, and the approval of the 2021 Equity Incentive Plan,Proposal One or Proposal Two, is referred to as a “broker non-vote”.non-vote.” Broker non-votes will not be counted as present or represented for purposes of determining whether stockholder approval of a matter has been obtained and thus will not have an effect on the outcome of the vote.

If you abstain from voting on the approval (on an advisory basis) of the compensation of our named executive officers (Proposal Two)Proposal Two or the approval of the 2021 Equity Incentive Plan (Proposal Three),Proposal Three, the abstention will have the same effect as a vote against the proposal. If you abstain from voting on the election of directors (Proposal One), or on the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021 (Proposal Four),Proposal One, the abstention will not have an effect on the outcome of the vote.

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We have retained the services of Georgeson Inc.Computershare Trust Company, N.A. to aid in the distribution of our Annual Meeting materials to brokers, bank nominees, and other institutional owners. We estimate we will pay Georgeson Inc. a fee of approximately $1,500 for such services.

Proxies may also be solicited by certain of Amkor’s officers and regular employees, without additional compensation, in person or by telephone or facsimile.

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PROPOSAL ONE

ELECTION OF DIRECTORS

At the Annual Meeting, the terms of our eleven11 incumbent directors will expire. Each of these eleven11 incumbent directors has been nominated to stand for election to the Board of Directors this year. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the election of the eleven11 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,Annual Meeting, the proxy holders intend to vote all proxies received by them in such a manner as will assure the election of as many nominees identified below as possible (and, if additional nominees have been designated by the Board to fill any vacancies, in such manner as to elect such additional nominees). Our nominees for the election of directors include seven independent directors, as defined in the applicable rules for companies traded on Nasdaq. At the recommendation of ourthe Nominating and Governance Committee of the Board (the “Nominating and Governance Committee”), the Board has selected the nominees to serve as directors for a one-year term until our next annual meeting and until their successor is duly elected and qualified, or their earlier resignation or removal. We expect that each nominee will be able to serve as a director.

Required Vote

Directors are elected by a plurality of votes cast, so the eleven11 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 itsthe Nominating and Governance Committee review the particular experiences, qualifications, attributes, and skills of each nominee to determine if that person should stand for election to serve as a director of the Company.

Below is summary information, as of April 1, 2022, about diversity,the skills and experience, ofdiversity, and independence, tenure, and age for the slate of eleven11 director nominees and additional information regarding their independence, gender, age and tenure, and following the summary information areas a group, followed by biographies offor the nominees. The biographies ofbiography for each of the nominees containcontains 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. TheyThe biographies also highlight the particular experiences, qualifications, attributes, or skills that caused the Nominating and Governance Committee and the Board to conclude that the person should be nominated to serve as a director of the Company.

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Board Diversity Matrix (as of April 1, 2022)

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Independence, Tenure, Age

The slate of director nominees includes diverse candidates with a broad range of skills and experience. The tenure of director nominees, with a majority of the nominees having served for fewer than ten10 years, evidences ademonstrates the Board’s desire to balance between experience and refreshment of the Board of Directors.refreshment. The age of director nominees is fairly distributed over three age ranges, two of the eleven11 nominees areself-identify as female, and three of the eleven11 nominees areself-identify as ethnically diverse.

The Board unanimously recommends a vote FOR the

election of each of the nominees for director below.

Nominees for the Board of Directors

The following table sets forth the names and the ages, as of March 31, 2021April 1, 2022, of our eleven11 incumbent directors who are being nominated for re-election to the Board of Directors.

Notes

Biographies of Nominees for the Board of Directors

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

As a result of these and other professional experiences and his more than 50 years of service as our Chairman and Chief Executive Officer, Mr. Kim has a comprehensive understanding of the semiconductor industry and our business andbusiness. He also possesses particular knowledge and experience in strategic planning and customer relationships, manufacturing and operations, and the finance areas relevant to the Company, which are amongCompany. The Board believes that the key attributes thatabove skills and experiences qualify Mr. Kim for election to our Board.

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

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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 InnovationInnovative Solutions and Support, Inc. and Fourth Wall Media, Inc. Mr. Carolin holds a Bachelor’s degree in Electrical Engineering from Duke University and an M.B.A. from the Harvard Business School.

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

MaryFrances McCourt.    MaryFrances McCourt has been a director of Amkor since February 2018. In April 2022, Ms. McCourt iswill become the Chief Financial Officer of the University of Chicago (“UChicago”), where she will oversee the financial services, controllership, treasury and capital markets, human resources, information technology services, risk management, compliance, internal audit, and shared services functions at UChicago. Prior to joining UChicago, Ms. McCourt was the Senior Vice President forof Finance and Treasurer at the University of Pennsylvania (“UPenn”). In her role,UPenn and served in similar management roles since joining UPenn in March 2016. At UPenn, Ms. McCourt leadsled UPenn’s cash and short-term investment and capital financing strategies, and overseesoversaw UPenn’s financial functions. Ms. McCourt isfunctions, was responsible for the University’s multi-year financial planning efforts, and collaboratescollaborated closely with UPenn Medicine leadership on its growth and financial planning. She directly managesplanning, and managed the strategic and operational direction of a variety of functions, including the Comptroller’s Office, financial training, global support services, research services, risk management and insurance, student registration and financial services, and the Treasurer’s Office. Prior to joining UPenn, Ms. McCourt was the Senior Vice President and Chief Financial Officer at Indiana University. Ms. McCourt has also served in financial management positions for Agilysis, Inc., a diversified enterprise focused on technology and enterprise

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Operating Officer of Comcast Cable, where he was responsible for day-to-day operations of the cable division, including sales and marketing of cable video, high-speed Internetinternet, and voice services, as well as oversight of the three operating divisions and Comcast Spotlight, the advertising sales unit. Before joining Comcast Cable in 1991, he served for seven years with Comcast Cellular Communications, Inc., first as Senior Vice President of sales and marketing and later as President. Previously, he headed sales and marketing efforts at Bell Atlantic Mobile and Metrophone. Most recently, in November 2021, Mr. Watson was inducted into the Cable Hall of Fame, which celebrates the most influential leaders in the content and connectivity industry.

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

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CORPORATE GOVERNANCE

Board and Committee Meetings

The Board of Directors held sevensix meetings during 2020.2021. All directors attended at least 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 2020standing committees of the Board temporarily established a Capital Allocation Committee, which was dissolved in October 2020 upon completion of its responsibilities.and membership are as follows:

All committee members are appointed by the Board of Directors.

Audit Committee

We have a separately designated Audit Committee. The current members of the Audit Committee are Mr. Carolin, Ms. McCourt, and Mr. Morse. Mr. Carolin currently serves as the Chairman of the Audit Committee.

Our Board of Directors has determined that each of Mr. Carolin, Ms. McCourt, and Mr. Morse meets the independence and financial sophistication requirements set forth in the Nasdaq listing standards and SEC regulations. In addition, the Board has determined that each of Mr. Carolin, Ms. McCourt and Mr. Morsealso 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:include, but are not limited to:

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The Board of Directors has adopted a written charter for the Audit Committee, a copy of which is available on our website under the heading “Company Overview > Corporate Governance” at https://ir.amkor.com. During 2020,2021, the Audit Committee met eleven11 times. In executing its responsibilities, Audit Committee members regularly communicate with our management and independent registered public accounting firm.

Compensation Committee

The current members of the Compensation Committee are Messrs. Churchill, Carolin, Morse, and Watson. Mr. Churchill currently serves as the Chairman of the Compensation Committee. Our Board of Directors has determined that each of Messrs. Churchill, Carolin, Morse, and Watson meets the independence requirements set forth in the Nasdaq listing standards and SEC regulations. The responsibilities of the Compensation Committee include:include, but are not limited to:

When appropriate, the Compensation Committee may form and delegate authority to subcommittees to carry out any of the responsibilities under its charter.

The Board has adopted a written charter for the Nominating and Governance Committee, which is available on our website under the heading “Company Overview > Corporate Governance” at https://ir.amkor.com. During 2020,2021, the Nominating and Governance Committee met five times.

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

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(viii) the nominating person’s name and address, (viii) evidence(ix) the class and number of the nominating person’s ownershipshares of Amkor stock owned by the nominating person and (ix)any other beneficial owner of such stock, and (x) 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 20222023 Annual Meeting of Stockholders must be received by our Corporate Secretary no earlier than January 17, 2023 and no later than February 17, 2022.16, 2023.

Capital Allocation Committee

In August 2020, the Board temporarily constituted the Capital Allocation Committee, a special committee of independent directors with the purpose of reviewing, and recommending to the full Board any changes to, the Company’s capital allocation policy. The Capital Allocation Committee consisted of Messrs. Carolin, Churchill and Morse. During 2020, the Capital Allocation Committee met five times. The Capital Allocation Committee was dissolved in October 2020 upon completion of its responsibilities.

Director Independence

The Board of Directors has determined that each of Messrs. Alexander, Carolin, Churchill, Liao, Morse, and Watson and Ms. 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.Mr. 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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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 ourthe 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 reflects an appropriate allocation of leadership responsibilities.

Executive Sessions

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

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oversees and monitors management in the execution of its risk oversight role. Effective July 2020,Additionally, the Board has created a new Strategic Oversight Role, the purpose of which is to provide additional strategic oversight of the management and business of the Company with respect to the CEO leadership transition,transitions, strategic initiatives, business risk, and succession planning. At such time, theThe Board has appointed Mr. Tily in his capacity as a director, to serve in the Strategic Oversight Role.Role in his capacity as a director.

Annual Meeting Attendance

All directors are encouraged, but not required, to attend our Annual Meeting.annual meetings of stockholders. All of the directors who were serving on the Board at the time of the 20202021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) attended the 20202021 Annual Meeting of Stockholders.Meeting.

Certain Relationships and Related Transactions

Related Party Transactions

As of February 28,Since January 1, 2021, Mr. James J. Kim, the Executive Chairman of our Board of Directors, and members of his immediate family andthere have been no related trusts and affiliates beneficially owned approximately 58.2% of our outstanding common stock.party transactions that are required to be reported as such under SEC rules.

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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’sAmkor Technology, Inc. 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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DIRECTOR COMPENSATION

Our director compensation program is designed to provide an appropriate incentive to attract and retain highly qualified non-employee directors and to align their interests with the long-term interests of our stockholders. The Compensation Committee is responsible for reviewing the equity and cash compensation for directors on an annual basis and making recommendations to the Board if it determines changes are needed. The Compensation Committee periodically reviews and considers information from its independent compensation consultant regarding the amounts and type of compensation paid to non-employee directors at companies within the same peer group the Compensation Committee utilizes to assess executive compensation. For 2020, the Compensation Committee recommended no changes to the director compensation program.

Annual Retainer and Fees

During 2020,2021, 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 retainerCash retainers and the fees wereare pro-rated for directors whose service lastinglasts for less than a year. Non-employee directors also received fees for attendance at Board and committee meetings. The cash compensation structure for our non-employee directors for 20202021 is set forth in the following table.table:

Notes

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the Board or the tenth anniversary of the grant date, whichever is sooner. Subject to certain customary exceptions, unvested options and restricted stockRSAs 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 changeChange in control,Control (as defined in the 2021 Equity Plan), the options and restricted stockRSAs will be treated as the plan administrator determines, in accordance with the 2007 Equity Plan, including, without limitation, with respect to the 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 awardRSA will immediately lapse.

OurUnder our stock ownership guidelines, foreach non-employee directors require non-employee directorsdirector is expected to directly or indirectly own shares of our common stock equal in value to five times theirthe annual cash retainer (within a five-year period).for Non-employeenon-employee directors aredirectors. Each non-employee director is expected to achieve the ownership guideline within five years after the date on which such director became subject to the ownership guideline and to retain 50% of the after-tax shares of common stock acquired or retained upon the exercise of a stock option or vesting of a restricted stock awardan RSA until such director satisfies the stock ownership guidelines. As of December 31, 2020,2021, all of our non-employee directors either owned more than the minimum level of our common stock or arewere otherwise in compliance with the stock ownership guidelines.

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Non-Employee Director Compensation Policy

On February 8, 2022, in connection with its periodic evaluation of our director compensation program, the Compensation Committee adopted the Amkor Technology, Inc. Non-Employee Director Compensation Policy (the “Director Compensation Policy”). Under the Director Compensation Policy, the equity award component for non-employee director compensation, which previously provided to each non-employee director options to purchase 20,000 shares of our common stock with an exercise price equal to the fair market value of our common stock on the grant date and RSAs having a fair market value on the grant date of $60,000, was replaced with a single equity award of RSUs with a fair market value on the grant date of $175,000. The Compensation Committee determined that a single equity award of RSUs as set forth in the Director Compensation Policy would be consistent with the transition to full-value awards for executives in 2021 and that it was worthwhile to transition to a fixed annual value that would fluctuate less with stock price than the fixed share option design. The Director Compensation Policy also provided for an increase in the annual cash retainer for the Executive Vice Chairman role from $100,000 to $150,000. Except as noted above, the Director Compensation Policy is similar in all material respects to the 2021 compensation program for non-employee directors.

EXECUTIVE OFFICERS

The name, age, position, and a brief account of the business experience of our Chief Executive Officer and each of our other executive officers as of March 31, 2021April 1, 2022 is set forth below.

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

Megan Faust.    Megan Faust has served as our Executive Vice President and Chief Financial Officer since November 2019, was appointed Treasurer in February 2022, and served as Corporate Vice President and Chief Financial Officer from September 2016 until then.to November 2019. Previously, Ms. Faust had served as the Company’s Senior Vice President, Corporate Controller from March 2013 to September 2016 and in various other roles in the Finance Department since 2013 and Corporate Controller since 2010.joining the Company in 2005. Prior to joining the Company, in 2005, Ms. Faust served as an auditor with KPMG LLP for 10 years. Ms. Faust was appointed tohas also served on the board of directors of Rogers Corporation insince December 2020. She holds an M.B.A. from Arizona State University and a Bachelor’s degree in Accountancy from Northern Arizona University and is a Certified Public Accountant in the State of Arizona.

Farshad Haghighi.    Farshad Haghighi has served as our Executive Vice President, Worldwide Sales since October 2021. Before being promoted to his current role, he served as our Corporate Vice President, West Region Sales from March 2018 to October 2021. Previously, Mr. Haghighi served as Corporate Vice President of U.S. Fabless Sales from January 2011 to March 2018, Senior Vice President of Western Sales from 2010 to 2011, and in various other sales management and engineering positions since joining Amkor in 1994. Mr. Haghighi has over 35 years of industry experience in semiconductor package, process, and manufacturing engineering, sales, and sales management, including with National Semiconductor Corporation and Fairchild Semiconductor Corporation. Mr. Haghighi holds a Bachelor of Science degree in Electrical Engineering from San Jose State University.

Mark N. Rogers.    Mark N. Rogers was appointed Executive Vice President, General Counsel, and Corporate Secretary in June 2019. Mr. Rogers has more than 2830 years of corporate legal and transaction

experience, including more than four years at ON Semiconductor Corporation, where he served most recently, from February 2017 throughto June 2019, as Senior Vice President, Assistant General Counsel, and Assistant Corporate Secretary. Mr. Rogers’ work experience also includes more than 11 years with Insight Enterprises, Inc., from April 2003 through December 2014, as Associate General Counsel and in other positions in the law department. Mr. Rogers holds an A.BA.B. in History and an A.B. in French Civilization from Brown University and a J.D. from New York University School of Law.

John C. Stone.Steve Shin.    John C. Stone has served as our Executive Vice President, Chief Sales Officer since July 2020. Prior to assuming his current position, he served as our Executive Vice President, North America and

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management with the talent, leadership, and commitment to manage and operate our business, develop effective business strategies, differentiate our products and services, and anticipate and respond effectively to new challenges. To achieve these objectives, we offer a competitive compensation package consisting primarily of base salary, performance-based annual cash bonus opportunities, and equity-based awards. Historically, our executive compensation program has had an emphasis on cash compensation to minimize long-term shareholder dilution, among other considerations.

In determining the compensation of our named executive officersNEOs for 2020,2021, the Compensation Committee considered the tenure of the NEOs in their current roles, individual performance, the economic environment, the uncertainty arising from the Covid-19 pandemic, the Company’s outlook for 2020,2021, the Company’s financial results, the views of our Executive Chairman, the contributions of our named executive officers that are not fully reflected in our financial results, the highly competitive nature of the Company’s industry, and compensation data provided from time to time by the Compensation Committee’s independent compensation consultant. The Compensation Committee recognizes the need to attract, retain, and motivate a team of highly qualified and dedicated senior executives who are critical to the long-term success of the Company.

The Compensation Committee also considers the results of the Company’s advisory vote regarding the compensation of our named executive officers,NEOs, which is held on an annual basis consistent with the preference expressed by our stockholders. The overwhelming majority of our stockholders approved the compensation of theour 2020 named executive officers at our lastthe 2021 Annual Meeting, with approximately 82%more than 80% of the votes cast votingbeing in favor of approval. We view the result of this non-binding vote as an indication that our shareholdersstockholders are generally supportive of our executive compensation program and policies.

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related to the Company’s performance, including in the case of our 20202021 annual bonus program for executives, an anticipated return toprojections for continued growth in 2020 following an inventory correction2021, the Company’s strong performance in the semiconductor market in 20192020, and balancing incentives for revenue with incentives for operating income.

In 2021, the Compensation Committee began a shift away from stock options and toward the use of a mix of PSUs and RSUs in our long-term incentive program, with a focus on PSUs, in order to provide our executives and other key employees with incentives that are more closely aligned with the Company’s key priorities. Other factors typically considered by the Compensation Committee include the achievement of financial and operating business objectives, our fiduciary and corporate responsibilities, competitive practices and trends, regulatory requirements, and individual performance.

Compensation of our New Chief Executive Officer

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 director. Inin recognition of Mr. Rutten’s achievements in driving Company performance and stockholder value in his previous role of Executive Vice President, and the Board’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 Company entered into an employment offer letter with Mr. Rutten in June 2020 setting forth the terms of his 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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Risk Assessment

In connection with the preparation of this proxy statement, theThe Compensation Committee has reviewed and evaluated the Company’s executive compensation and general compensation policies and practices. As part of that process, the Compensation Committee evaluated whether such policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee considered a number of factors, including the key components of the Company’s compensation programs 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 facts that base salary, which represents a meaningful portion of each executive’s overall compensation opportunity, is not performance-based and, based on information provided by the Company’s compensation consultant, determined that 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’s outside legal counsel) also reviewed the Company’s compensation policies and practices and considered whether those policies and practices are likely to encourage inappropriate risk-taking by executives or other employees. Based on the foregoing, the Compensation Committee concluded that the Company’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

Independence of Compensation Committee

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

Our Compensation Program Rewards Individual and Company Performance

Our compensation program is designed to reward high levels of performance at the company and individual levels. Our key executive incentive compensation components currently consist of cash bonuses and equity grants, both of which are designed to reward our company-wide performance and superior individual performance. In addition, given the volatility of our industry and the impact that volatility has on our variable pay, we 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 ongoingcontinual assessment of performance, our Chief Executive Officer makes recommendations regarding the compensation (other than his own) of our executive officers.

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

Our long-term incentive program has historically consisted of grants of stock optionoptions, RSUs, and restricted stock grantsRSAs that vest over time. 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 providesRSAs and RSUs provide a base level of long-term incentive compensation vesting over time that promotes the retention of key employees and ties executive compensation to the creation of long-term stockholder value through appreciation in the Company’s stock price. In 2021, in an effort to strengthen the link between executive pay and Company performance, the Compensation Committee began granting PSUs that were designed to reward executives for achievement of the Company’s long-term performance goals. The PSUs allow up to a 200% target payout based on the degree to which a basic cumulative earnings per share (“EPS”) performance goal is achieved for performance during the two-year performance period beginning January 1, 2021 and ending December 31, 2022 (the “Performance Period”). The Company believes that increasing EPS will benefit stockholders with price growth or other capital returns. For a detailed discussion of the EPS performance goal for the PSUs awarded in 2021, please refer to the Grants of Plan-Based Awards Table.

Elements of our Compensation Program

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

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include such items such as (i) base salary, (ii) 401(k) Plan matching contributions, (iii) health and welfare benefits, and (iv) limited perquisites and supplemental benefits. Variable elements of compensation are based on performance and include such items as annual performance bonuses and equity awards in the form of stock options, to purchase shares of our common stock, restricted stock,RSAs, RSUs, PSUs, or similarother equity-based incentives. Although the Company does not have a policy obligating us to provide severance benefits to terminated executives or employees (other than pursuant to the Rutten Agreement), the Company has provided severance benefits to certain executives and other employees on a discretionary basis.

Base Salary

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

In February 2020, our then-Chief Executive Officer, Mr. Kelley, recommended, and the Compensation Committee approved, an increase in Mr. Rutten’s base salary from $485,000 to $500,000 (to be paid in Singapore Dollars) in recognition of Mr. Rutten’s performance in 2019 and the contribution he was expected to make to the Company in 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 June 2020, the Compensation Committee increased his base 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 light of this mid-year base salary increase, the Compensation Committee decided not to increase Mr. Rutten’s base salary for 2021. In February 2021, the Compensation Committee approved salary increases for certain of our named executive officersother NEOs as follows: Ms. Faust’s base salary was increased from $450,000 to $550,000,$550,000; Mr. Rogers’ base salary was increased from $500,000 to $520,000,$520,000; and Mr. Stone’s base salary was increased from $550,000 to $570,000. In addition, in February 2021, Mr. Haghighi’s base salary was increased from $402,954 to $419,000. In connection with Mr. Haghighi’s promotion to Executive Vice President, Worldwide Sales on October 1, 2021, his base salary was further increased to $500,000 in light of the increased responsibilities associated with his new role.

In February 2022, the Compensation Committee approved salary increases for certain of our NEOs as follows: Mr. Rutten’s base salary was increased from $850,000 to $950,000; Ms. Faust’s base salary was increased from $550,000 to $590,000; Mr. Rogers’ base salary was increased from $520,000 to $540,000; and Mr. Haghighi’s base salary was increased from $500,000 to $525,000.

Annual Incentive Opportunities

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

Bonus opportunities and related performance targets for the named executive officersNEOs for 20202021 were established by the Compensation Committee under the Company’s Executive Bonus Plan. The Compensation Committee set target bonus opportunities for the Company’s Executive Bonus Plan in February 2020.2021. In setting the target bonus

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revenue with incentives for operating income. For 2020,2021, the Executive Bonus Plan provided each participant with a target bonus amount that could be earned based on achievement of goals for the following performance goals:measures: (i) Net SalesRevenue (weighted at 35%); (ii) Operating Income (weighted at 35%); and (iii) Discretionary/Individual Performance (weighted at 30%). For purposes of the Executive Bonus Plan, Net Salesthe Revenue and Operating Income were determined based on net sales and operating income (as defined under U.S. generally accepted accounting principles (“GAAP”)), respectively, as reported in our audited consolidated financial statements, to be adjusted for extraordinary items such as legal settlements and accruals, sales, costs, and other charges associated with mergers and acquisitions, and other items as approved by the Compensation Committee.

The following table sets forth the target bonus levels for 2020. Upon assuming the CEO role in 2020, Mr. Rutten’s target bonus was set at the same level as our former President and CEO.2021.

Notes

For 2020,With respect to each of the Revenue and Operating Income performance measures under the Executive Bonus Plan used the following payout formula:for 2021:

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For 2021, a NEO’s bonus under the Executive Bonus Plan was calculated based on the following formula:

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

For 2021, the threshold performance goal for the Revenue performance measure under the Executive Bonus Plan was $5,200 million in net sales, the target was $5,600 million in net sales, and the maximum level of performance was $5,900 million in net sales. The Operating Income threshold performance goals.

Long-Term Incentive Compensation

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

Historically, theThe Chief Executive Officer typically consultedconsults with other senior executive officers, the Chairman of the Compensation Committee, and our Executive Chairman regarding his recommendations for the number of stock option and restricted stocklong-term incentive 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 awards as it deems appropriate. Although a number of factors are considered, the number of stock option and restricted stockequity awards granted to our executive officers isare determined on a case-by-case and discretionary basis, rather than onpursuant to a formula basis.formula. Factors considered include individual performance potential, retention, and competitive market-based compensation packages. Awards are typically granted to our executive officers each February and may also be granted at other times during the year, such as in connection with a promotion or when a newly hired executive begins employment with the Company. The number of stock option and restricted stockshares underlying equity awards granted to our Chief Executive Officer and the frequency of grants to him isare 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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awards can range from 0% to 200% of the stated amount of PSUs, with the final amount to be determined no later than March 31, 2023, and receipt is subject to the recipient’s continued employment through the date of determination. For a detailed discussion of the EPS performance goals for the 2021 PSUs, please refer to the Grants of Plan-Based Awards Table. For a discussion of the material post-employment compensation provisions under the PSU awards will vest based upon the attainment of a two-year cumulative GAAP EPS goal, subject to adjustment for material acquisitions and divestitures as set forth in the award agreements, and grantees are given the opportunity to earn between 0% and 200% of target. SubjectAward Agreement, please refer to the terms“Employment, Severance, and Change in Control Arrangements” section of this proxy statement.

2021 RSUs. Under the executedCompany’s form of award agreements,agreement for RSUs issued to our Executive Chairman, Ms. Faust, Mr. Haghighi, Mr. Rogers, and Mr. Stone in February 2021 under the RSU awards2007 Equity Plan (the “RSU Award Agreement”), the RSUs granted will vest in four equal installments beginning on February 11, 2022 February 11, 2023, February 11, 2024, and ending on February 11, 2025, subject to the recipient’s continued employment with the Company at the ratetime of 25% per installment, such that 100%vesting. For a discussion of the material post-employment compensation provisions under the RSU awards will be vested on February 11, 2025.Award Agreement, please refer to the “Employment, Severance, and Change in Control Arrangements” section of this proxy statement.

2021 RSA. In February 2021, Mr. Rutten was granted an RSA of 50,000 restricted shares of the Company’s common stock under the Company’s 2007 Equity Incentive Plan. Subject to the terms of the applicable award agreement, the awardRSA will vest in ten equal quarterly installments, at the rate of 5,000 shares per quarter, beginning with the initial vesting on April 30, 2021 and ending with the final vesting on July 30, 2023. Pursuant to Mr. Rutten’s award agreement, any shares not vested at the time that Mr. Rutten terminates his service with the Company will be forfeited.

Timing of 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.

Stock Ownership Guidelines2021 Equity Plan.

Our named executive officers are expectedAt the 2021 Annual Meeting, our stockholders approved the 2021 Equity Plan, which replaced the 2007 Equity Plan. The 2021 Equity Plan previously had been approved, subject to own sharesstockholder approval, by our Board of our common stock equal in value to a multipleDirectors. The 2021 Equity Plan provides for the grant of the executive’s salaryfollowing types of incentive awards: (i) stock options; (ii) RSAs; (iii) RSUs; (iv) stock appreciation rights; (v) PSUs and performance shares; and (vi) other stock or a specified number of shares, whichevercash awards. Those eligible for awards include employees, directors, and consultants who provide services to Amkor and its subsidiaries. The 2021 Equity Plan 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 Company 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 datedescribed in further detail in our definitive proxy statement on which they first become subject to the 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 complianceSchedule 14A filed with the stock ownership guidelines.SEC on April 12, 2021.

Clawback Policy2022 Long-Term Incentive Awards.

Participants in In February 2022, the Compensation Committee issued long-term incentive awards to our Executive Bonus Plan are subject to our Clawback Policy, which allowsChairman and the Company to recoup all or a portion of a participant’s award grantedNEOs pursuant to the Executive Bonus2021 Equity Plan ifin the form of RSUs and PSUs. Under the standard form award agreements, in the event of a Change in Control (as defined in the 2021 Equity Plan), accelerated vesting of the applicable RSUs and PSUs would occur where: (i) the successor company does not assume or substitute all obligations with respect to such equity award; or (ii) the successor company assumes or substitutes all obligations with respect to such equity award and the grantee’s employment is terminated by the Company is required to restate its financial statements resultingfor any reason other than for Cause (as defined in the financial results being reduced (such that2021 Equity Plan) or by the award or any portion thereof would not have been paid)grantee for Good Reason (as defined in the 2021 Equity Plan). The design, terms, and conditions of the Company determines that2022 long-term incentive awards were otherwise materially consistent with the participant engagedequity awards granted in intentional misconduct or fraud that resulted in such restatement.the prior year.

Severance BenefitsPost-Termination Compensation

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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discretionary basis. As described above, Mr. Rutten’s compensation arrangement (described above) includes a provision regarding severance benefits payable upon his termination of employment under certain circumstances. These severance benefits arecircumstances, and the equity award agreements for our other NEOs provide for accelerated vesting of the underlying Company securities in the event of the applicable NEO’s termination of employment under certain specified conditions. The post-termination compensation for our NEOs is described further in the “Employment, Severance, and Change in Control Arrangements” and “Potential Payments Upon Termination or Change in Control” sections of this proxy statement.

Rationale for Post-Termination Compensation Arrangements

Given the uncertainty inherent in change in control transactions, the Compensation Committee believes that it is in the best interests of our stockholders for management to have the opportunity to earn additional compensation upon the successful completion of a change in control transaction. With the added security that comes with change in control arrangements, management may be less inclined to resist change in control transactions that are in the best interests of our stockholders. The Compensation Committee also believes that the notice period required under the award agreements promotes a smooth and orderly transition of responsibilities to the successor of a NEO.

Our equity award agreements generally provide for partial (in the case of PSUs) or full (in the case of all other equity awards) vesting of underlying equity awards in the event of a NEO’s death or disability. Similarly, the RSU Award Agreement and PSU Award Agreement provide for partial vesting of underlying equity awards in the event of a NEO’s retirement, which is intended to incentivize NEOs to continue their service with the Company beyond the date that they might otherwise retire. The Compensation Committee approved these provisions to recognize the unique impact of the leadership decisions made by our NEOs on the long-term direction of the Company.

Departure of Mr. Stone

In connection with his planned retirement from the Company on the Retirement Date, on October 1, 2021, Mr. Stone stepped down from his position as Executive Vice President, Chief Sales Officer of the Company but remained an Executive Vice President through the Retirement Date. Under the Separation and Release Agreement entered into between Mr. Stone and the Company in connection with his retirement (the “Stone Agreement”), Mr. Stone will receive: (i) continued base salary for a period of 15 months after the Retirement Date; (ii) a pro rata bonus for 2022 under the Executive Bonus Plan, if earned, when payments are made to participants generally under the Executive Bonus Plan; (iii) costs of outplacement services for up to six months; and (iv) a subsidy for 15 months of COBRA continuation coverage under the Company’s group health insurance plan after the Retirement Date. Mr. Stone’s vested and unvested stock options and unvested RSUs and PSUs were treated in accordance with the terms of the applicable award agreements. The Stone Agreement also contains a general release by Mr. Stone and confidentiality, non-competition, non-solicitation, non-disparagement, and other customary provisions. For more information regarding the Stone Agreement, please refer to the “Employment, Severance, and Change in Control Arrangements” section below.of this proxy statement.

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

Other Compensation Elements

Health, Welfare, and WelfareRetirement Benefits. Our executivesNEOs are eligible to participate in health and welfare benefit programs that are generally available to substantially all salaried, full-time employees, as determined by, and subject to, the laws of the country of their employment.

Retirement Benefits.    We do not have a pension plan in place for U.S. employees or executives. We do offer Additionally, the 401(k) Plan is a tax-qualified 401(k) savings plan that, subject to Internal Revenue Service (“IRS”) limits, allows U.S. executives and employees to contribute a portion of their cash

compensation on a pre-tax basis to an account that is eligible to receive matching contributions. We match employee contributions at a rate of 100% of the amount of compensation deferred by each participant, up to a maximum matching contribution of $10,000 per year. All of the NEOs except for Mr. Rutten, who lives and works in Singapore, participate in the 401(k) Plan.

Perquisites and Personal Benefits. We have a relocation program and provide certain payments and benefits under this program to all eligible employees, including the NEOs. A housing allowance, tax gross-up, tax equalization, and similar benefits may also be available for employees on expatriate assignments. In addition to the health and welfare benefits generally available to all salaried, full-time employees, the Company also pays for our executive officers to obtain an annual medical screening.screening and offers a plan with increased health insurance coverage to our CEO. Although it makes up a small portion of the total compensation for our named executive officers,NEOs, the purpose of this compensation elementthese benefits is to promote the continuous well-being of our executives and to ensure that our most critical employees are able to devote their attention to our ongoing success.

Stock Ownership Guidelines

Each NEO is expected to own shares of our common stock equal in value to a multiple of such NEO’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 NEO is expected to hold the lesser of 50% of the NEO’s annual base salary or 50,000 shares. Executive officers have five years from the date on which they first become subject to the stock ownership requirement to achieve this ownership level. As of March 1, 2022, each NEO owned the required number of shares under, or was otherwise in compliance with, the Company’s stock ownership guidelines.

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. Participants in the Executive Bonus Plan are also 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: (i) 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 (ii) the Company determines that the participant engaged in intentional misconduct or fraud that resulted in such restatement.

Tax and Accounting Considerations

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

Notwithstanding the Tax Act, the Compensation Committee retains the flexibility to pay compensation that is not entirely deductible where the Compensation Committee determines doing so to be appropriate.

For accounting purposes, equity awards are measured at their grant date 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.

Compensation Committee Report

The Compensation Committee has reviewed and discussed this CD&A with management the Compensation Discussion and Analysis for the year ended December 31, 2020.management. 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 AnalysisCD&A be included in this proxy statement.statement, and such recommendation was approved by the Board of Directors.

This report is submitted by the Compensation Committee.

Winston J. Churchill, ChairChairman

Roger A. Carolin

Robert R. Morse

David N. Watson

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2020 Summary Compensation Table

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 servingNEOs. Except as executive officers at the end of 2020 (collectively, our “named executive officers”).otherwise expressly provided below, amounts are in U.S. Dollars.

Notes

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2020 All Other Compensation Table

All Other Compensation amounts in the Summary Compensation Table for 2021 consist of the following:

Notes

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Grants of Plan-Based Awards in 2020

The following table sets forth certain information with respect to each award granted to the named executive officersNEOs under any plan for the year ended December 31, 2020.2021.