Giel Rutten
AMKOR TECHNOLOGYAbout Giel Rutten
Giel Rutten, 67, has served as Amkor’s President, Chief Executive Officer, and a director since June 2020. He joined Amkor in 2014 as EVP of Advanced Products; prior roles include CEO of Ledzworld and SVP for the Home Business Unit at NXP/Philips Semiconductors. He holds a Master’s degree in Physics and Chemistry from the University of Nijmegen, Netherlands, and has 35+ years of global semiconductor experience, spanning technology, manufacturing, international business, and executive management . Under his tenure, pay-versus-performance disclosures show Company TSR value of an initial $100 investment evolving from $116.30 (2020) to $209.15 (2024), with revenues of $6,317,692 and net income of $355,535 for 2024; note the cyclical downdraft versus 2023 but resilient profitability .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amkor Technology | EVP, Advanced Products | 2014–2020 | Built advanced packaging portfolio; positioned for AI/compute end-market growth |
| Ledzworld | Chief Executive Officer | Not disclosed | Led LED technology company; operational leadership experience |
| NXP B.V. (formerly Philips Semiconductors) | SVP, Home Business Unit | Not disclosed | P&L, product strategy, global operations across regions |
| Philips Semiconductors | Various management roles in GM, sales, ops, engineering | Not disclosed | Multiregional execution across Europe, Asia, U.S.; deep industry credentials |
External Roles
No current external public company directorships disclosed for Mr. Rutten. He serves as a director on Amkor’s Board; employee directors do not receive director retainers .
Fixed Compensation
Multi-year CEO compensation (Summary Compensation Table):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 950,000 | 1,000,000 | 1,000,000 |
| Stock Awards ($) | 966,460 | 10,831,472 | 11,698,245 |
| Non-Equity Incentive ($) | 1,500,525 | 877,500 | 1,201,500 |
| All Other Compensation ($) | 140,668 | 135,274 | 2,739,985 |
| Total ($) | 3,557,653 | 12,844,246 | 16,639,730 |
All Other Compensation (2024 breakdown):
| Component | Amount ($) |
|---|---|
| Housing Payments | 89,226 |
| Tax-Related (tax equalization, prep, gross-up) | 2,600,347 (includes $2,595,681 tax equalization; $3,946 tax prep; $720 gross-up) |
| Other (spousal travel, transport allowance, executive medical, mobile) | 50,412 |
| Defined Contribution Plan Employer Contributions | — |
Notes:
- Base salary set at $1,000,000 for 2024 by Board discretion .
- CEO receives housing and transport allowances tied to Singapore posting .
Performance Compensation
Annual Cash Incentive (Executive Bonus Plan)
Bonus design emphasizes balanced growth and profitability with individual performance:
| Metric | Weight | Threshold | Target | Max | 2024 Actual Attainment | 2024 Payout Outcome |
|---|---|---|---|---|---|---|
| Revenue (Net Sales) | 35% | $5,800m | $6,500m | $7,000m | $6,318m (74% of target) | Pro-rated per plan |
| Operating Income (GAAP) | 35% | $375m | $500m | $600m | $438m (51% of target) | Pro-rated per plan |
| Individual/Discretionary | 30% | 0–200% | 100% | 200% | 150% (Committee determination) | 150% weighting |
| CEO Target Bonus % of Base | 135% | — | — | — | — | — |
| CEO 2024 Actual Bonus ($) | — | — | — | — | — | 1,201,500 (89% of target) |
Plan mechanics: each metric pays 0–200%; aggregate capped at 200% of target .
Equity Incentives
2024 RSU and PSU grants (Feb 20, 2024):
| Award Type | Shares/Units | Vesting / Performance Curve |
|---|---|---|
| RSUs | 282,352 | 40% on 2/20/2025; 40% on 2/20/2026; 20% on 2/20/2027, subject to continued employment or per Rutten Agreement |
| Year 1 EPS PSUs | 20,165 (target) | EPS threshold/target/max: $0.64/$1.60/$2.80; payout 0%/100%/225%; Actual EPS $1.44 → 83% payout on 2/19/2025 |
| Year 2 EPS PSUs | 20,169 (target) | EPS 2025 curve: <30%/100%/180% achievement → 0%/100%/225% payout |
| Year 3 EPS PSUs | 20,170 (target) | EPS 2026 curve: <20%/100%/185% achievement → 0%/100%/225% payout |
| rTSR PSUs | 66,494 (target) | SOX-relative TSR percentile <25th/25th/55th/85th → 0%/50%/100%/150%; capped at 100% if absolute rTSR is negative over period |
Attainment disclosures (prior cycles):
- Feb 2023 PSUs (two-year EPS) forfeited at 0% (55% of target EPS achieved) .
- Dec 2023 PSUs (strategic capacity/footprint goals) vested at 100% on 8/13/2024 .
Option Exercises and Share Vesting (Supply Consideration)
| Activity (2024) | Shares/Value |
|---|---|
| Options exercised | 113,125 shares; $2,241,509 value realized |
| RSUs/PSUs vested | 175,163 shares; $5,940,804 value realized |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 359,316 shares as of 3/20/2025; “<1%” indicated by table asterisk |
| Shares Outstanding | 247,056,288 as of record date (for voting context) |
| Unvested RSUs (12/31/2024) | 21,496 (2022 grant); 41,759 (2023 grant); 282,352 (2024 grant) |
| Unvested PSUs (12/31/2024) | 83,518 (Feb 2023 award, later forfeited in 2025), 60,504 (EPS 2024 at target), 66,494 (rTSR 2024 at target) |
| CEO Stock Ownership Guideline | 300% of base salary; 5-year compliance window; NEOs in compliance as of record date |
| Hedging/Pledging | Prohibited for directors, officers, employees (short sales, options, swaps, collars, margin/pledging) |
| Clawback | Recoupment of incentive-based comp for restatements over prior 3 years; Compensation Committee administers |
Implications:
- Ongoing RSU vesting creates predictable supply; option exercises and PSU settlements can add episodic supply, but anti-pledging and ownership guidelines mitigate forced selling risks .
Employment Terms
| Provision | Terms |
|---|---|
| Employment | At-will; Singapore-based allowances for housing/transport; executive health |
| Severance (non-CIC) | If terminated without Cause or resigns for Good Reason: 18 months of salary+target bonus (1.5x), pro-rata actual bonus, 18 months health premiums, accelerated vesting for time-based awards vesting within 18 months, standard accrued pay/benefits |
| Severance (CIC; double trigger) | If terminated within 3 months before or 24 months after a Change in Control: lump sum 2x salary+target bonus, pro-rata target bonus, 18 months health premiums, full acceleration of time-vested equity, PSUs vest at target (subject terms) |
| “Good Reason” | Material reduction in authority/duties or pay, material breach; relocation >50 miles; title/reporting changes (CEO-specific) |
| Restrictive Covenants | Severance contingent on adherence to non-compete/non-solicit (12 months for other NEOs; comparable covenants apply to CEO) plus confidentiality, IP assignment; non-compete not applicable for CA-resident NEO |
Estimated potential payments (as of 12/31/2024):
| Scenario | Amount ($) |
|---|---|
| Retirement | 8,360,990 |
| Involuntary Not for Cause | 12,891,879 |
| Change in Control (double trigger) | 22,489,999 |
| Death | 14,179,929 |
| Disability | 14,179,929 |
Board Governance
- Board service: President, CEO, and Director (since June 2020). Board leadership split: Susan Y. Kim is Chairman; Winston J. Churchill is Lead Independent Director; separation mitigates dual-role concerns and supports independent oversight .
- Committees: CEO is not listed on standing committees; Audit (Carolin—Chair; McCourt; Morse), Compensation (Churchill—Chair; Carolin; Morse; Watson), Nominating/Governance (Churchill—Chair; Alexander; Carolin; Tily) .
- Attendance: Board held six meetings in 2024; all directors attended at least 75% of Board/committee meetings. Executive sessions of non-employee directors are held regularly; committees meet separately with key officers and advisors as appropriate .
- Director pay: employee directors, including the CEO, do not receive annual retainers for Board service .
- Anti-hedging/pledging and clawback policies reinforce governance and alignment .
Compensation Committee Analysis
- Design philosophy: mix of fixed and variable pay; RSUs for retention; PSUs for performance (EPS and SOX-relative TSR) with capped rTSR payout if absolute returns are negative .
- Independent consultant: Compensia engaged in Aug 2024; assessed as conflict-free; Compensation Committee met eight times in 2024 .
- Say-on-pay: 2024 advisory vote approved with >98% support, indicating shareholder endorsement of program design .
- Tax/accounting: Section 162(m) deductibility flexibility; grant-date fair value expensed ratably; no pension program for NEOs; 401(k) available to U.S.-based executives .
Performance & Track Record
Pay-versus-performance and operating metrics:
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Company TSR – $100 initial value | 116.30 | 192.55 | 188.13 | 263.98 | 209.15 |
| Peer TSR (SOX) – $100 initial value | 153.66 | 219.51 | 142.94 | 238.72 | 287.31 |
| Revenue ($) | 5,050,589 | 6,138,329 | 7,091,585 | 6,503,065 | 6,317,692 |
| Net Income ($) | 340,499 | 645,607 | 767,042 | 362,131 | 355,535 |
Notes:
- 2024 bonus metrics’ attained levels reflect disciplined profitability amid cycle: Revenue ~74% of target; Operating Income ~51%; Individual at 150% recognizing strategic milestones (Vietnam qualifications, U.S. facility funding, record Computing end-market revenue) .
- EBITDA growth not disclosed in proxy; Operating Income used for annual bonus .
Director Compensation (Board service context)
- Cash retainers (non-employee directors): Board $85,000; adders for roles (Chair $150,000; Lead Independent $30,000; Strategic Oversight $75,000; committee chairs/members as specified) .
- Equity: annual RSU grant ~$195,000 fair value; one-year vest; DEUs accrue on dividends; directors subject to 5x retainer ownership guideline, compliance within 5 years .
- CEO does not receive these director fees .
Compensation Structure Analysis (Signals)
- Increased equity-heavy mix (RSUs 70%, PSUs 30% for CEO in 2024) prioritizes retention while maintaining performance linkage; rTSR cap mitigates windfalls in down markets .
- No option repricing; timing controls avoid grants near material nonpublic info releases .
- Tax equalization and expatriate benefits are notable; minor gross-up ($720) tied to tax prep services .
Related Party Transactions and Red Flags
- No related party transactions since Jan 1, 2024 requiring disclosure .
- Anti-hedging/anti-pledging and clawback policies in place .
- No option repricing; strong say-on-pay support (>98%) .
Compensation Peer Group (Benchmarking)
- Relative TSR measured against SOX constituents in PSUs; Committee leverages market data and Compensia; no disclosed target percentile for total compensation .
Say-On-Pay & Shareholder Feedback
- 2024 advisory vote to approve NEO compensation passed with >98% support, indicating broad shareholder alignment .
Expertise & Qualifications
- Master’s in Physics and Chemistry; extensive semiconductor executive management and international operations experience; attributes cited by Board as qualifying for director role .
Work History & Career Trajectory
- Amkor: EVP Advanced Products (2014–2020), CEO/Director (since 2020) .
- Ledzworld: CEO (prior to Amkor) .
- NXP/Philips: SVP Home BU and prior roles since 1984 across Europe/Asia/U.S. .
Compensation Committee Composition
- Churchill (Chair), Carolin, Morse, Watson; independent; chartered responsibilities include CEO performance review, plan oversight, clawback administration .
Board Service History and Dual-Role Implications
- Board member since June 2020; CEO is an inside director. Governance mitigants include separate Chairman (Susan Y. Kim) and Lead Independent Director (Winston J. Churchill), regular executive sessions, and fully independent Audit, Compensation, and Nominating/Governance committees . Employee directors do not receive director retainers .
Investment Implications
- Alignment is strong: anti-pledging/hedging, clawback, and ownership guidelines (CEO 3x salary) reduce agency risk; governance separation of Chair/CEO further mitigates dual-role concerns .
- Retention risk appears well-managed via substantial multi-year RSUs and PSUs; however, ongoing RSU vesting and periodic PSU settlements may create selling pressure, evidenced by 2024 option exercises and share vesting activity .
- Performance sensitivity: 2024 bonus outcomes reflect disciplined profitability in a cyclical downdraft; rTSR PSU cap avoids payouts in negative absolute return environments, preserving shareholder alignment .
- Change-in-control economics (2x salary+target bonus, full acceleration) are market-typical; potential payout quantum is material ($22.49m), but double-trigger structure limits windfall without termination .