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If you intend to submit a proposal or nomination for director for the 20222025 Annual Meeting of Stockholders (but not seek inclusion of such proposal or nomination in the Company’s proxy materials), you must comply with the advance notice provisions in our bylaws.bylaws (the “Bylaws”). To be timely, we must receive written notice of your proposal no earlier than January 18, 202214, 2025 and no later than February 17, 2022.13, 2025.

All proposals must, under law, be an appropriate subject for stockholder action and must be submitted in writing to Amkor’s Corporate Secretary, Amkor Technology, Inc., 2045 East Innovation Circle, Tempe, Arizona 85284. You should also be aware of certain other requirements you must meet to have your proposal brought before the 20222025 Annual Meeting of Stockholders.Meeting. These requirements are explained in Rule 14a-8 of under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in our bylaws.the Bylaws.

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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 seveneight 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 until 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, 2024, about the skills, experience, diversity, skillsindependence, tenure, and experience ofage 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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As a result of these and other professional experiences and his prior service on our Board, Mr. Carolin has a significant understanding of the semiconductor industry and our business and possesses particular knowledge and experience in executive management, corporate governance, and the technology, new business opportunities, semiconductor supply chain, operations, managementmanufacturing, and finance areas relevant to our business, which are among the key attributes that qualify Mr. Carolin for election to our Board.

Winston J. Churchill. Winston J. Churchill has been a director of Amkor since July 1998 and was appointed Lead Independent Director in August 2013. Mr. Churchill is the managing general partner of SCP Partners a multi-stage venture capital firm that invests in life science companies. Mr. Churchill is alsoand the Chairman of CIP Capital Management, Inc., an SBA-licensed private equity fund. Previously, Mr. Churchill was a managing partner of Bradford Associates, which managed private equity funds on behalf of Bessemer Securities Corporation and Bessemer Trust Company. From 1967 to 1983, Mr. Churchill practiced law at the Philadelphia firm of Saul Ewing, LLP, where he served as Chairman of the Banking and Financial Institutions Department, Chairman of the Finance Committee, and was a member of the Executive Committee. Mr. Churchill is a director of Recro Pharma,Societal CDMO, Inc., Baudax Bio, Inc., Innovativeand of various SCP Partners portfolio companies, and he served as a director of INDUS Realty Trust, Inc. (formerly Griffin Industrial Realty, Inc.) from 1997 to 2017, and of Innovation Solutions and Support, Inc. and of various SCP portfolio companies.from 1990 to 2023. In addition, he serves on the boards of a number of charities and as a trustee of educational institutions, including the Gesu School and as Chairman of the Young Scholars Charter School. He is a Trustee Fellow of Fordham University and a former Trustee of Georgetown University. From 1989 to 1993, Mr. Churchill served as Chairman of the Finance Committee of the Pennsylvania Public School Employees’ Retirement System.

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

Daniel Liao.Daniel Liao has been a director of Amkor since May 2019. Mr. Liao is currentlyhas served as the Co-Founder of Eunodata Co., Ltd., an integrated data service provider for the semiconductor manufacturing industry, since January 2023. He served as the Senior Advisor of Asia Pacific Regions for Lam Research Corporation (“Lam”), a position that he has held sincesemiconductor processing equipment company, from February 2020.2020 to February 2022. Previously, 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, Inc. in Santa Clara from 1988 to 1993 and Intel Corporation in Livermore and Santa Clara from 1984 to 1988. Mr. Liao is also a member of the board of directors of Photronics, Inc., a global provider of photomask products and services. He holds a Bachelor’s degree in Electrical Engineering from National Cheng Kung University in Taiwan and a Master’s degree in Electrical Engineering and Applied Physics from Case Western Reserve University.

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

MaryFrances McCourt. MaryFrances McCourt has been a director of Amkor since February 2018. From April 2022 through September 2023, Ms. McCourt isserved as the Chief Financial Officer of the University of

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system solutions. She earned her bachelor’sBachelor’s degree magna cum laude from Duke University and an M.B.A. from Case Western University.

As a result of these and other professional experiences, Ms. McCourt possesses particular knowledge and experience in executive management and the finance treasury and executivehuman capital management areas relevant to our business, which are among the key attributes that qualify Ms. McCourt for election to our Board.

Robert R. Morse.Robert R. Morse has been a director of Amkor since February 2013. Mr. Morse is currently servinghas served as Executive Chairman of Bridge Investment Group Partners and its affiliates,Holdings, Inc., a real estate fund manager, and as Chairman and Chief Executive Officer of PMC Partners, a private equity firm. Prior to that,since January 2011. Previously, Mr. Morse served in various positions with CitiCitigroup, Inc. (“Citi”) and Salomon Smith Barney since the 1980s, including Chief Executive Officer of Citi’s Asia Institutional Client Group and Global Head of Investment Banking. Mr. Morse is a graduate of Yale University, the Harvard GraduateBusiness 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 executive management, corporate governance, international business, and the accounting, finance, human capital markets, mergersmanagement, technology, and acquisitions and international operationsmanufacturing areas relevant to our Company, which are among the key attributes that qualify Mr. Morse for election to our Board.

Gil C. Tily. Gil C. Tily has been a director of Amkor since May 2019 upon his retirement2019. Mr. Tily served as Amkor’s Executive Vice President, Chief Administrative Officer, General Counsel, and Corporate Secretary.Secretary from May 2008 until his retirement in June 2019. Prior to that, he served as General Counsel and Corporate Secretary of the Company from June 2007 to May 2008. Since July 2020, Mr. Tily has also served, in his capacity as a director, in the Board’s newly-created Strategic Oversight Role, through which he provides additional strategic oversight of the management and business of the Company. Prior to joining Amkor in June 2007, Mr. Tily was a partner in the law firm of Dechert LLP, where he worked for 28 years. Mr. Tily holds an A.B. in Politics from Princeton University and a J.D. from the University of Pittsburgh School of Law.

As a result of these and other professional experiences, Mr. Tily has a thorough understanding of the semiconductor industry and broad executive management experience in our business and possesses particular knowledge and experience in our operations, executivecorporate governance, international business, and the human capital management and corporate governance, finance and legal areas relevant to our business, which are among the key attributes that qualify Mr. Tily for election to our Board.

David N. Watson. David N. Watson has been a director of Amkor since August 2014. Mr. Watson is currently serving as the President and Chief Executive Officer of Comcast Cable.Cable Communications, LLC (“Comcast Cable”). Prior to his current role, Mr. Watson served as the Executive Vice President and Chief Operating Officer of Comcast Cable, where he was responsible for day-to-day operations of the cable division, including sales and marketing of cable video, high-speed 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

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CORPORATE GOVERNANCE

Board and Committee Meetings

The Board of Directors held sevenfour meetings during 2020.2023. All directors attended at least 75%of all Board of Directors and applicable committee meetings. The standing committees of the Board and membership are as follows:

Audit Committee

The Board has established an Audit Committee is a Compensation Committee and a Nominating and Governance Committee. In addition,separately-designated, standing audit committee established in August 2020accordance with Section 3(a)(58)(A) of the Board temporarily established a Capital Allocation Committee, which was dissolved in October 2020 upon completion of its responsibilities.

All committee members are appointed by the Board of Directors.

Audit Committee

We have a separately designated Audit Committee.Exchange Act. 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 2020,2023, the Audit Committee met eleveneight times. In executing itstheir 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:

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director compensation; and (ii) evaluate the amount and type of director compensation, including the allocation between cash and equity-based compensation;compensation. In its review of director compensation, the Compensation Committee may consider, among other information, comparative data, advice, and (iii) recommendrecommendations from independent compensation consultants, the Company’s management team, and other advisors.

The Compensation Committee’s executive compensation determinations are subjective and the result of its business judgment, which is informed by the experience of its members and input provided by its independent compensation consultant, our CEO (other than with respect to his own compensation), and other members of management. Our Corporate Secretary and our law and human resources departments support the Compensation Committee in recommending director compensation and creating director compensation programs. In addition, the Compensation Committee can engage outside advisors, experts, and others for further assistance.

The Compensation Committee conducted an assessment of its independent compensation consultant, Frederic W. Cook & Co., Inc. (“F.W. Cook”), with respect to the Boardfactors set forth in Nasdaq and SEC rules. As a result of such assessment, the appropriate levelCompensation Committee concluded that the work performed by F.W. Cook for the Compensation Committee in 2023 did not raise any conflicts of director compensation.interest.

The Board has adopted a written charter for the Compensation Committee, a copy of which is available on our website under the heading “Company Overview > Corporate Governance” at https://ir.amkor.com. During 2020,2023, the Compensation Committee met seveneight times.

Nominating and Governance Committee

The current members of the Nominating and Governance Committee are Messrs. Churchill, Alexander, Carolin, and Carolin.Tily. Mr. Churchill currently serves as the Chairman of the Nominating and Governance Committee.

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serve on our Board. The Nominating and Governance Committee determines the required selection criteria and qualifications of director nominees based upon the needs of our Company at the time nominees are considered. TheWhen evaluating a director nominee, the Nominating and Governance Committee considers, among other factors, includingthe director nominee’s character, judgment, independence, age, expertise, length of service, other commitments, and diversity in experience and background, including (but not limited to) race, gender or gender identity, sexual orientation, professional background, and geographic and industry experience, thatand whether such factors will strengthen the Board’s collective qualifications, skills, and experience and contribute toenhance the Board’s performance of its responsibilities in the oversight of our business.

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 director nominees, regardless of the original source of nomination. The Nominating and Governance Committee does not currently use the services of any third partythird-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.office. Stockholders shall givemust provide (i) such candidate’s name, home address, and business contact information,address, (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) the total number of shares of Amkor stock that will be voted by the nominating stockholder for such candidate, (v) 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)(vi) detailed biographical data and qualifications, including such candidate’s age, and principal occupation, (vi)and other information required to be disclosed in solicitations of proxies for election of directors pursuant to the Exchange Act, applicable Nasdaq listing standards, and other applicable law, (vii) written indication of the candidate’s willingness to serve if elected, (vii)(viii) the nominating person’s name and address (viii) evidence of the nominating person’s ownershipperson and any other beneficial owner of such stock, (ix) the class and number of shares 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 or any other beneficial owner 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 20222025 Annual Meeting of Stockholders must be received by our Corporate Secretary no earlier than January 14, 2025 and no later than February 17, 2022.13, 2025.

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, Tily, 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

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Communications with the Board of Directors

Although we do not currentlyWe have a formal policy regardingprocess by which our stockholders can send communications withto the Board, and that process was designed to enable the Board or individual directors, as applicable, to hear the views of Directors,our stockholders so that appropriate responses can be provided to our stockholders in a timely manner. Stockholders may communicate with the Board of Directors by writing to us at Amkor Technology, Inc., 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.

Corporate Governance Guidelines and Codes of Ethics

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

Board Leadership Structure

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, Giel Rutten, 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. Rutten, brings to the Board.

Mr. John T. Kim served 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 servedserves as Vice Chairman of the Board from May 2020 to August 2020, when she was appointed Executive Vice Chairman of the Board. In addition to her prior duties as Vice Chairman, which include assistingthis role, she assists the Chairman of the Board, presidingpresides over meetings of the Board in the absence of the Chairman, works closely with the Company’s senior executives in formulating Company strategy, and performs such other duties and responsibilities as set forth in the bylawsBylaws or determined by the Board or the Chairman from time to time, in her role as Executive Vice Chairman, Ms. Kim works closely with the Company’s senior executives in formulating Company strategy.time.

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, consulting with significant stockholders and other interested parties when appropriate, and such other responsibilities as set forth in ourthe Corporate Governance Guidelines. The independent directors have designated Winston J.Mr. 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

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Risk Oversight

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.performs. While the Board is ultimately responsible for risk oversight, Board committees assist the Board in administering and fulfilling this oversight responsibility through periodic meetings and discussions with management and Company advisors and report 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, 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. The Board’s role in risk oversight has not affected its leadership structure.

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, reviewing the Company’s practices with respect to cybersecurity, information security, and financial risk oversight, including issueswhich includes overseeing risks 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, ESG and the Company’s corporate governance policies and practices that help position the Board to effectively carry out its risk oversight responsibility. 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 was dissolved in October 2020 upon completion of its responsibilities.

Amkor’s management is responsible for day-to-day risk management.management, which includes administration of the Company’s Enterprise Risk Management Program (the “ERM Program”). The ERM Program was instituted to formalize a practice for identifying and assessing the risks to Amkor’s business and to provide a top-down, holistic view of the risks that affect Amkor’s ability to achieve its objectives. Management’s ongoing risk management responsibilities also 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,discussions, management reports to, and seeks guidance from, the Board and its committees, as applicable, with respect to matters that could affect the Company’s risk profile, strategic plans, risk mitigation strategies, and other aspects of the Company’s business. The Board oversees and monitors management in the execution of its risk oversight role. Effective July 2020,We believe that our Lead Independent Director’s understanding of our business, his specific knowledge and experience in corporate governance and legal areas relevant to our business, and his service on other boards of directors enables him to appropriately support the Board in its efforts to oversee risks affecting the Company. 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 20202023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) attended the 20202023 Annual Meeting of Stockholders.Meeting.

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Review and Approval of Related Party Transactions

We reviewhave a written policy on related party transactions that governs all relationships and transactions in which we and our directors, executive officers, or their immediate family members are participantsparticipants. As required under SEC rules, transactions between the Company and related persons that are determined to determine whether such persons have a directbe directly or indirectindirectly material interest.to the related person must be disclosed in our proxy statement. Management is primarily responsible for the development and implementation of processes and controls to obtain information from theour directors and executive officers with respect to transactions between the Company and related party transactionsparties and for then determining, based on the facts and circumstances, whether we or a related party havehas 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,Committee’s charter, the Audit Committee 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 respectingregarding approval of the transaction, provided, however, that such director may be counted in determining the presence of a quorum at an Audit Committee meeting.

Compensation Committee Interlocks and Insider Participation

During 2020,2023, the Compensation Committee of our Board of Directors consisted of Messrs. Churchill, Carolin, Morse, and Watson. No member of the Compensation Committee was an officer or employee of Amkor or any of Amkor’s subsidiaries during 20202023 or had any relationship requiring disclosure under SEC regulations. None of Amkor’sthe Compensation Committee members or our executive officers has served on the board of directors or on the compensation committee of any other entity 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 allowsrequires the Company to recoup all or a portion of a participant’s awardan executive officer’s incentive-based compensation, including awards granted pursuant to the Company’sAmkor Technology, Inc. Amended and Restated Executive Incentive Bonus Plan (the “Executive Bonus Plan”) and performance-based equity awards granted under the Company’s stock incentive plans, if the Company is required

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In addition to the cash retainer and fees described above, we also reimburse directors for travel and other reasonable out-of-pocket expenses incurred by them in attending Board and committee meetings. Directors who are also employees or officers of Amkor, including Mr. James J. Kim, our Executive Chairman, and Mr. Giel Rutten, our President and Chief Executive Officer, do not receive annual retainers or meeting fees for their service on our Board of Directors.

Equity Compensation

Upon re-election to the Board of Directors at our 2020the 2023 Annual Meeting, each non-employee director was granted an option to purchase 20,000 sharesequity award of our common stock with an exercise price equal to its then fair market value of $9.83 per share and was grantedtime-vested restricted stock havingunits (“RSUs”) with a fair market value on the grant date of $60,000, in each case automatically under$185,000, rounded down such that only whole shares are issued, pursuant to the Director Compensation Policy and the terms of the Amkor Technology, Inc. Second Amended and Restated 20072021 Equity Incentive Plan (as amended, the “2007“2021 Equity Plan”). Additionally, the 2007 Equity Plan provides that when an individual first becomes a non-employee director, such director is automatically granted 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 $60,000, in each case pro-rated for the period of service from the date on which such individual first becomes a directorSubject to the dateterms and conditions of the Company’s next annual meeting.RSU award agreement for non-employee directors: (i) the RSUs will

Automatic director option grants

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Summary Director Compensation Table for 2020

The following table shows compensation information for our Executive Chairman and non-employee directors for the year ended December 31, 2020.2023.

Notes

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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, 2024 is set forth below. The present term of office for the officers named below will generally expire on the earliest of their retirement, resignation, or removal. There are no family relationships among our executive officers.

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 2020.2020 and serves as a member of its compensation and organization and audit committees. 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.

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, a semiconductor manufacturing company, 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.    John C. StoneFarshad Haghighi.  Farshad Haghighi has served as our Executive Vice President, Chief Sales Officer since July 2020.August 2022. Before being appointed to his current role, Mr. Haghighi served as Executive Vice President, Worldwide Sales and Marketing from October 2021 to August 2022. Prior to assuming his current position,that time, he served as our ExecutiveCorporate Vice President, North America and

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EuropeWest Region Sales & Marketing from February 2020March 2018 to July 2020 and as our Executive Vice President of Worldwide Sales & Marketing from July 2013 to February 2020.October 2021. Previously, Mr. StoneHaghighi served as Corporate Vice President forof U.S. IDMFabless Sales sincefrom January 2011 and asto March 2018, Senior Vice President of Southwest RegionWestern Sales since 2006. Mr. Stone has also heldfrom 2010 to 2011, and in various other senior sales management and engineering positions since joining Amkor in 2002. He1994. Mr. Haghighi has over 3035 years of industry experience in semiconductor package, process, and manufacturing engineering, sales, and sales management, including executivewith National Semiconductor Corporation and management positions with ChipPAC, Kyocera America, Sumitomo America and General Electric Ceramics.Fairchild Semiconductor Corporation. Mr. StoneHaghighi holds a Bachelor’sBachelor of Science degree in Electrical Engineering from PurdueSan Jose State University.

YoungKuk Park.    YoungKuk Park was appointedKevin K. Engel. Kevin K. Engel has served as our Executive Vice President, of Worldwide Manufacturing Operations and as President of our subsidiary Amkor Technology Korea, Inc. (“ATK”) in March 2019. PriorBusiness Units since February 2023. Before being promoted to assuming his current role, Mr. ParkEngel served as Corporate Vice President, of Manufacturing at Amkor Technology Korea since 2018, andFlip Chip/Wafer Level Business Unit from January 2020 to February 2023. Previously, he served as Corporateour Senior Vice President, of Manufacturing at Amkor Technology PhilippinesBump Services from August 2016 to 2018.January 2020. Prior to his role in the Philippines,that time, Mr. ParkEngel served as Corporateour Vice President, Bump Services from January 2013 to August 2016 and Head of Corporate Manufacturing in Korea. Sincevarious similar roles since joining Amkor,the

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Objectives and Philosophy of Our Executive Compensation Program

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

Given the competitive and highly cyclical nature of our business, the Compensation Committee retains the flexibility to design an executive compensation structure that allows for a mix of cash, equity, and other forms of compensation (e.g.(e.g., benefits) thatbenefits and post-termination compensation), which meets the overall objectives of our executive compensation program objectives.program. The Compensation Committee does not target a specific market level nor does it have an intended level for short-term versus long-term and cash versus non-cash compensation atas a specific percentage of an executive officer’sa NEO’s overall compensation opportunity. Instead, the Compensation Committee retains the flexibility to allocate compensation opportunities within these categories as it deems appropriate to achieve our overall compensation objectives.

Historically, the Compensation Committee and our Chief Executive Officer, in consultation with our Executive Chairman, have evaluated and monitored the effectiveness of our overall executive compensation arrangements on an ongoing basis. The Compensation Committee retains FWF.W. Cook an independent compensation consultant, to assist with reviewing the Company’s compensation structure for executives, including the standard elements of base salary,salaries, performance-based annual cash bonuses, and equity incentive programs, and the selection of comparison companies for providing data to be used when evaluating our executive compensation arrangements. The Compensation Committee has considered the data provided by its compensation consultant from time to time as part of its determination of whether the overall level of compensation for each of our named executive officersNEOs is reasonable in light of market conditions. The Compensation Committee does not use the data to establish any element of compensation at a particular benchmark or percentile level.

The Compensation Committee reviews and approves the compensation for our executive officers, including our Chief Executive Officer. It is the practice of the Compensation Committee to review with the other independent directors and the Executive Chairman our Chief Executive Officer’s compensation. In setting our executive officers’ overall compensation, the Compensation Committee generally considers a variety of factors related to the Company’s performance, including, in the case of our 20202023 annual bonus program for executives, an anticipated return toprojections for continued growth in 2020 following an inventory correction2023, the Company’s strong performance in the semiconductor market in 20192022, and balancing incentives for revenue with incentives for operating income. Other factors typically considered by the

The Company has entered into Executive Severance Agreements with Mr. Rutten and each of our U.S.-based NEOs (the “Executive Severance Agreements”). The Compensation Committee includebelieves that the achievementCompany’s post-termination compensation and related arrangements with our NEOs are aligned with a normal market range of financialpractices related to, and operating businessconsistent with, the principal objectives of our fiduciarycompensation programs. For more information about the Executive Severance Agreements, please refer to the “Post-Termination Compensation” subsection of this CD&A and corporate responsibilities, competitive practicesthe “Employment, Severance, and trends, regulatory requirements and individual performance.Change in Control Arrangements” section of this proxy statement.

Compensation of our NewOur 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

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Base Salary. Mr. Rutten’s base salary was set at $850,000, effective June 17, 2020, and is subject to periodic adjustmentperiodically adjusted at the discretion of the Board. For 2023, his annual base salary was $1,000,000.

Annual Incentive Bonus. Subject to the terms and conditions of the Company’s Executive Bonus Plan, Mr. Rutten is eligible each year for a cash bonus with a target amount equal to 135% of his then-current salary, pro-rated for 2020.salary.

Equity Awards.In connection with his appointment as President and Chief Executive Officer, Mr. Rutten received 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 will 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 Mr. Rutten’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. The Compensation Committee setsets Mr. Rutten’s equity compensation after consideration of the likelyvalue of his previous equity awards, new market data for chief executive officers in similar companies, and his performance as the Chief Executive Officer of the Company. Entering 2023, Mr. Rutten had served as President and Chief Executive Officer of the Company during a period of significant stock price appreciation. Mr. Rutten was granted certain RSU awards and PSU awards in February 2023 and in December 2023. The combined values of the RSU and PSU awards in February 2023 and December 2023 resulted in approximately 73% of the chief executive officer’s target equity awards being contingent on the achievement of future performance goals.

On February 16, 2023, Mr. Rutten was granted 55,679 RSUs, subject to the terms and conditions of the Company’s form of RSU award agreement for employees under the 2021 Equity Plan (the “RSU Award Agreement”) and 167,037 PSUs, at target level of achievement and subject to the terms and conditions of the Company’s form of PSU award agreement for employees under the 2021 Equity Plan (the “PSU Award Agreement”). The number of PSU Awards that Mr. Rutten will ultimately earn from the February 2023 PSUs will be determined based on the achievement of a performance goal based on the Company’s two-year cumulative earnings per share for the 2023 and 2024 Performance Period (the “2023-2024 Performance Period”). Two-year cumulative earnings per share was chosen as a performance metric to require ongoing profit generation over multiple years and was set higher than prior performance to require profit growth. The Company believes that increasing multi-year earnings per share will benefit stockholders with stock price growth or other capital returns. The percentage of the February 2023 PSU awards earned can range from 0% to 200% of the stated target amount of PSUs, with the final amount to be determined no later than March 31, 2025. The funding schedule for Mr. Rutten was the same as for other NEOs (with linear interpolation when performance is between points shown):

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. 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. 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 theand 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, 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 companythe 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 to the Compensation Committee regarding the compensation (other than his own) of our executive officers.

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include such items such as (i) base salary, (ii) 401(k) Plan matching contributions, (iii) health and welfare benefits, post-termination compensation pursuant to the Executive Severance Agreements, 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 options to purchase shares of our common stock, restricted stock,such as 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, 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.

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opportunities for 2020,2023, the Compensation Committee considered, among other factors, alignment of executive compensation with creation of stockholder value, anthe Company’s anticipated return to growth in 2020 following an inventory correction in the semiconductor market in 20192023, and how to balancebalancing incentives for revenue with incentives for operating income. For 2020,2023, the Executive Bonus Plan provided each participant with a target bonus amount that could be earned based on achievement of goals for the following performance goals:measures: (i) Net SalesRevenue (weighted at 35%); (ii) Operating Income (weighted at 35%); and (iii) Discretionary/Individual Performance (weighted at 30%). The weightings reflect a desire to reward profitable and balanced growth, as well as a recognition that measurement of financial performance exclusively does not capture the totality of NEO performance in a large multi-national enterprise with the Company’s international footprint and scope of operations. For purposes of the Executive Bonus Plan, Net SalesRevenue 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.

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With respect to the Net SalesIndividual Performance measure under the Executive Bonus Plan, an attainment percentage between 0% and Operating200% was assigned to each NEO based on the NEO’s individual performance during 2023.

For 2023, a NEO’s bonus under the Executive Bonus Plan was calculated based on the following formula:

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

For 2023, the threshold performance goals.