AMKOR TECHNOLOGY INC (AMKR)
Sector: Information Technology
2026 Annual Meeting Analysis
AMKOR TECHNOLOGY INC · Meeting: May 13, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
No overboarding, no attendance issues, and the TSR trigger does not apply — Amkor's 3-year price return of 92.6% is strong positive and outperforms XLK by +8.4pp, well below the 65pp threshold required to fire a vote against; Kim has relevant semiconductor industry and board experience.
Engel joined the board in January 2026, fewer than 24 months ago, so he is exempt from the TSR trigger under policy; he brings deep semiconductor operations expertise with over 20 years at Amkor.
No overboarding, no attendance issues, and the TSR trigger does not apply given Amkor's strong positive 3-year return and only +8.4pp gap vs. XLK versus the 65pp threshold; Alexander has relevant finance, technology, and governance experience.
No overboarding, no attendance issues, and the TSR trigger does not apply; Carolin has extensive semiconductor industry, CEO, and finance expertise and has served effectively since 2006.
No overboarding, no attendance issues, and the TSR trigger does not apply; Churchill brings longstanding private equity, governance, and finance expertise, though shareholders may note his very long tenure since 1998.
No overboarding, no attendance issues, and the TSR trigger does not apply; Liao brings deep semiconductor industry and Asia-Pacific operational experience relevant to Amkor's business.
No overboarding, no attendance issues, and the TSR trigger does not apply; McCourt is a CPA-equivalent finance expert (former university CFO) who appropriately anchors the audit committee.
No overboarding, no attendance issues, and the TSR trigger does not apply; Morse brings broad investment banking and CEO-level finance and international business experience.
No overboarding, no attendance issues, and the TSR trigger does not apply given Amkor's strong positive 3-year return and only +8.4pp gap vs. XLK versus the 65pp threshold; Rutten's tenure as CEO through 2025 and continued board role provides meaningful continuity.
No overboarding, no attendance issues, and the TSR trigger does not apply; Tily serves as Lead Independent Director with deep Amkor institutional knowledge and governance expertise.
No overboarding, no attendance issues, and the TSR trigger does not apply; Watson brings executive technology and operational leadership experience from Comcast relevant to Amkor's scale.
All 11 director nominees receive a FOR vote. Amkor's 3-year price return of 92.6% is strongly positive and outperforms the XLK sector ETF benchmark by only +8.4 percentage points, well below the 65pp threshold required to trigger a vote against under the strong-positive TSR tier. No directors are overboarded, all attended at least 75% of meetings, no familial conflicts were identified, audit committee members have appropriate financial expertise, and the board discloses a skills matrix. Kevin Engel, who joined the board in January 2026, is exempt from the TSR trigger as a director of fewer than 24 months.
Say on Pay
✓ FORCEO
Kevin K. Engel
Total Comp
$3,570,416
Prior Support
81%%
The Say on Pay vote covers fiscal 2025 compensation when Kevin Engel served as COO (not yet CEO), with total reported compensation of $3,570,416 — a level consistent with a senior executive at a large-cap technology company in a transition year. The compensation program is well-structured: the majority of pay is performance-based through a mix of restricted stock awards (time-vested) and performance stock awards tied to EPS and relative total shareholder return versus the SOX Index, and the committee proactively reduced 2025 bonus targets by 25% to reflect uncertainty, demonstrating discipline. Amkor's 3-year price return of 92.6% significantly outperforms the XLK ETF benchmark by +8.4 percentage points, so there is no pay-for-performance misalignment concern; prior Say on Pay support was 81% in 2025, above the 70% threshold; and the company maintains a meaningful clawback policy and prohibitions on hedging and pledging.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$4,741,000
Non-Audit Fees
$310,000
Non-audit fees (tax fees of $308,000 plus other fees of $2,000 = $310,000) represent approximately 6.5% of audit fees ($4,741,000), well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a company of Amkor's size and complexity. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy — this is noted as a minor negative factor but does not affect the vote.
Overall Assessment
Amkor's 2026 annual meeting presents a clean ballot with no significant governance concerns. All three standard proposals — director elections, auditor ratification, and advisory approval of executive compensation — receive FOR votes, supported by strong 3-year stock performance that outpaces the XLK benchmark, a disciplined and performance-linked compensation structure, and a Big 4 auditor with non-audit fees well within acceptable limits.