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David N. Watson

Director at AMKOR TECHNOLOGYAMKOR TECHNOLOGY
Board

About David N. Watson

David N. Watson (age 66) has served on Amkor’s Board since August 2014. He is currently President and Chief Executive Officer of Comcast Cable Communications, LLC, and was previously Executive Vice President and Chief Operating Officer of Comcast Cable, with prior leadership roles at Comcast Cellular Communications, Bell Atlantic Mobile, and Metrophone . The Board has determined he is an independent director under Nasdaq and SEC rules .

Past Roles

OrganizationRoleTenureCommittees/Impact
Comcast Cable Communications, LLCPresident & CEOCurrentExecutive leadership/operations expertise
Comcast Cable Communications, LLCEVP & COOPrior roleDay-to-day cable operations (sales/marketing; divisional oversight; ad sales)
Comcast Cellular Communications, Inc.SVP Sales & Marketing; later PresidentSeven years prior to joining Comcast Cable in 1991Wireless operating leadership
Bell Atlantic Mobile; MetrophoneHead of Sales & MarketingPrior roleTelecom commercial leadership

External Roles

OrganizationRolePublic Company?Notes
Comcast Cable Communications, LLCPresident & CEONo (business unit of Comcast)Cable Hall of Fame inductee (Nov 2021)

No other public-company directorships are disclosed for Mr. Watson in the AMKR proxy .

Board Governance

  • Independence and tenure: Independent; director since August 2014 .
  • Committee assignments: Member, Compensation Committee (Chair: Winston J. Churchill) .
  • Meetings and engagement:
    • Board held six meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings .
    • Compensation Committee met eight times in 2024 .
    • Annual meeting attendance: all but one director attended the 2024 annual meeting (individuals not specified) .
  • Lead Independent Director: Winston J. Churchill .
  • Executive sessions: Non‑employee directors regularly hold executive sessions .
  • Risk oversight: Board oversees strategy, financial performance, cybersecurity (with Audit Committee), compensation risk (with Compensation Committee), and ESG (with Nominating & Governance) .

Fixed Compensation (Non‑Employee Director Pay – 2024)

ComponentPolicy / AmountWatson 2024 Actual
Annual Board cash retainer$85,000 policy as of 12/31/24 $76,500 fees earned in 2024
Committee member retainer (Compensation)$10,000 member; $15,000 chair Included in cash total (not itemized)
Other cash roles (if applicable)Lead Independent Director $30,000; Chairman $150,000; Strategic Oversight Role $75,000 N/A (not disclosed for Watson)
Reimbursements/otherTravel expense reimbursement per policy $1 (fractional DEU cash-out)
Total cash$76,500

Performance Compensation (Equity – Director Program)

ElementDetail
Annual equity grantTime-vested RSUs with ~$195,000 grant-date fair value upon election at 2024 annual meeting; rounded to whole shares
VestingRSUs vest in full on earlier of first anniversary of grant or next annual meeting
Dividend equivalentsDEUs accrue on RSUs upon cash dividends; DEUs vest on same schedule
StructureNon‑employee director equity is time‑based (no PSU performance conditions for directors)
Independent oversightCompensation Committee reviews program annually; may use independent consultant (Compensia retained Aug 2024; no conflicts found)

Director compensation received by Watson in 2024:

  • Stock awards (RSUs fair value): $194,972 .

Other Directorships & Interlocks

ItemStatus
Current public company boardsNone disclosed for Watson
Committee interlocksNone; Compensation Committee disclosed no interlocks/insider participation in 2024

Expertise & Qualifications

  • Executive management and technology/human capital expertise from leading major telecom/cable operations; Cable Hall of Fame inductee (2021) .
  • Board skills matrix identifies corporate governance, technology, and human capital management among key attributes across nominees; Watson serves on Compensation Committee .

Equity Ownership

MetricAmount
Total beneficial ownership222,954 shares (includes derivatives per Rule 13d‑3)
% of shares outstanding<1% (asterisk denotes less than 1%)
Options exercisable within 60 days120,000 shares
Unvested RSUs/DEUs vesting within 60 days5,991 shares
Options outstanding at 12/31/24140,000 options (director options outstanding)
Director stock ownership guidelines5× annual cash retainer required; compliance achieved or on track for all non‑employee directors as of 12/31/24
Hedging/pledgingProhibited for directors; no pledging allowed

Compensation Structure Notes (Context for Investors)

  • Mix for 2024 (Watson): cash $76,500 vs equity $194,972 (time‑based RSUs), aligning directors with long‑term shareholders and limiting pay at risk to service/tenure rather than short‑term metrics .
  • Program design features good‑practice guardrails: ownership guidelines, anti‑hedging/anti‑pledging, and independent Compensation Committee oversight with independent consultant support .

Related-Party Transactions and Conflicts

  • Company disclosed no related‑party transactions requiring reporting since January 1, 2024 .
  • Audit Committee reviews and approves any related‑party transactions under a written policy; conflicted committee members recuse .

Insider Trading and Section 16 Compliance

ItemDisclosure
Section 16(a) filing timeliness (2024)All directors and officers filed timely, except one late Form 4 for a different director (Mr. Liu); no delinquencies indicated for Watson

Say‑on‑Pay & Shareholder Feedback (Board Oversight Relevance)

  • 2024 advisory vote (on 2023 NEO pay) received over 98% support, indicating broad investor approval of executive pay program overseen by Compensation Committee (of which Watson is a member) .

Governance Assessment

  • Strengths:
    • Independence, long tenure, and relevant operating expertise; active service on the Compensation Committee that met eight times in 2024 .
    • Shareholder‑aligned director pay (equity‑heavy, time‑vested), robust stock ownership guidelines, and prohibitions on hedging/pledging .
    • No related‑party transactions; Section 16 compliance clear for Watson .
  • Considerations:
    • Time commitments: full‑time CEO of Comcast Cable alongside Compensation Committee duties; however, Board disclosure indicates all directors met at least the 75% attendance threshold for Board/committee meetings in 2024 .
    • Director equity is time‑based (no performance linkage), which is typical but places emphasis on ownership guidelines and tenure for alignment .

Overall, Watson’s profile supports investor confidence: independent status, Compensation Committee engagement, compliance with ownership and trading policies, and no identified conflicts, balanced against the inherent time‑commitment consideration of a seated CEO role .