Gil C. Tily
AMKOR TECHNOLOGYAbout Gil C. Tily
Gil C. Tily, 71, has served as an independent director of Amkor Technology, Inc. since May 2019. He previously served as Amkor’s Executive Vice President, Chief Administrative Officer, General Counsel, and Corporate Secretary (2008–2019), and earlier as General Counsel and Corporate Secretary (2007–2008). He holds an A.B. in Politics from Princeton University and a J.D. from the University of Pittsburgh School of Law. Since July 2020, the Board has appointed him to a Strategic Oversight Role to provide additional strategic oversight of leadership transitions, strategic initiatives, business risk, and succession planning .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amkor Technology, Inc. | EVP, Chief Administrative Officer, General Counsel & Corporate Secretary | May 2008–June 2019 (GC & Secretary June 2007–May 2008) | Senior legal and administrative leadership; deep governance and semiconductor industry context |
| Dechert LLP | Partner | 28 years (prior to June 2007) | Corporate legal practice; governance and international business experience |
External Roles
No other current public company directorships are disclosed in Amkor’s 2024 or 2025 proxy statements for Mr. Tily .
Board Governance
- Committee memberships: Member, Nominating & Governance Committee; Chairman is Winston J. Churchill .
- Independence: Board determined Mr. Tily is independent under Nasdaq listing standards and SEC rules .
- Attendance: The Board met six times in 2024; all directors attended at least 75% of Board and applicable committee meetings .
- Executive sessions: Non-employee directors regularly hold executive sessions per Corporate Governance Guidelines .
- Strategic Oversight Role: The Board created this role to augment strategic risk oversight; Mr. Tily serves in this role in his capacity as a director .
| Governance Element | 2024/2025 Detail | Source |
|---|---|---|
| Committee assignment | Nominating & Governance Committee (member); Chair: Winston J. Churchill | |
| Nominating & Governance Committee meetings (2024) | 5 meetings | |
| Board meetings (2024) | 6 meetings; all directors ≥75% attendance | |
| Independence status | Independent (Nasdaq/SEC) | |
| Executive sessions | Regular executive sessions of non-employee directors | |
| Strategic Oversight Role | Additional oversight on leadership transitions, strategy, risk, succession |
Fixed Compensation
| Year | Cash (Fees/Retainers) ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 177,000 | 184,990 | 9 | 361,999 |
| 2025 | 157,250 | 194,972 | 1 | 352,223 |
Director compensation structure:
- 2024 policy: Annual retainer $60,000; meeting fees ($2,000 regular; $1,000 other); additional annual retainers (Lead Independent $25,000; Executive Vice Chairman $150,000; Strategic Oversight $75,000; Audit Chair $25,000; Compensation Chair $15,000; Nominating & Governance Chair $10,000) .
- 2025 policy update: Annual Board retainer $85,000; additional annual retainers (Lead Independent $30,000; Chairman $150,000; Strategic Oversight $75,000; Audit Chair $25,000; Compensation Chair $15,000; Nominating & Governance Chair $10,000; Audit member $12,000; Compensation member $10,000; Nominating & Governance member $7,500); reimbursement of expenses .
| Director Compensation Policy Element | 2024 | 2025 |
|---|---|---|
| Annual Board retainer | $60,000 | $85,000 |
| Lead Independent Director retainer | $25,000 | $30,000 |
| Chairman retainer | Executive Vice Chairman $150,000 | Chairman $150,000 |
| Strategic Oversight Role | $75,000 | $75,000 |
| Audit Chair | $25,000 | $25,000 |
| Compensation Chair | $15,000 | $15,000 |
| Nominating & Governance Chair | $10,000 | $10,000 |
| Meeting fees | $2,000 regular; $1,000 other | Not disclosed (policy lists annual/member retainers) |
| Committee member fees | Not itemized (meeting-fee based) | Audit $12,000; Compensation $10,000; Nominating & Governance $7,500 |
Performance Compensation
- Non-employee director equity grants are time-vested RSUs (annual grant ~$195,000 fair value in 2024), vesting on the earlier of first anniversary or next annual meeting; dividend equivalent units accrue and vest on the same schedule. No performance-vested equity (PSUs) is disclosed for non-employee directors .
| Metric | Disclosure |
|---|---|
| Performance metrics tied to director pay (RSUs/PSUs, revenue/EBITDA/TSR) | None disclosed for non-employee directors; equity is time-vested RSUs |
Other Directorships & Interlocks
- Current public company boards for Mr. Tily: None disclosed .
- Compensation Committee interlocks: None; no member was an officer/employee and no interlocking relationships disclosed for 2024/2025 .
- Independence determinations noted for other directors (Churchill, Morse) due to external relationships; no such note for Tily .
Expertise & Qualifications
- The Board cites Mr. Tily’s thorough understanding of the semiconductor industry, executive management experience, and particular knowledge in corporate governance, international business, human capital management, and finance among attributes qualifying him for election .
Equity Ownership
- Stock ownership guidelines: Non-employee directors are expected to own shares equal to 5× the annual cash retainer within five years; must retain 50% of after-tax shares from vesting/exercise until guidelines are met. As of December 31, 2024, all non-employee directors were compliant .
- Anti-hedging/anti-pledging: Company policies prohibit hedging/derivatives and pledging or margin accounts for Company securities .
| Metric | 2024 | 2025 |
|---|---|---|
| Shares beneficially owned | 149,218; less than 1% of outstanding | 143,780; less than 1% of outstanding |
| Notes (60-day instruments) | Includes RSUs that vest within 60 days; options outstanding of 20,000 (as of 12/31/2023) | Includes 5,991 RSUs/DEUs vesting within 60 days; options not listed in 2025 footnotes |
| Sources |
Shareholder Voting Signals
| Item | 2024 Result | 2025 Result |
|---|---|---|
| Director election – Gil C. Tily | For: 180,573,280; Withheld: 49,669,457; Non-Votes: 5,886,814 | For: 220,788,063; Against: 3,145,008; Abstain: 4,362,257; Non-Votes: 7,479,968 |
| Say-on-Pay (advisory) | For: 225,923,161; Against: 4,182,000; Abstain: 137,576; Non-Votes: 5,886,814 | For: 185,258,471; Against: 42,928,687; Abstain: 108,170; Non-Votes: 7,479,968 |
Notable: Elevated “withheld” votes for Mr. Tily in 2024 followed by a markedly higher “For” vote in 2025; advisory say-on-pay support remained strong both years (absolute votes shown) .
Governance Assessment
- Independence and committee role: Tily is independent and serves on the Nominating & Governance Committee, aligning him with board composition, director selection, and ESG oversight; committee met five times in 2024, indicating meaningful engagement .
- Alignment and safeguards: Stock ownership guidelines (5× retainer), anti-hedging and anti-pledging policies, and executive clawback policy (for executive officers) support investor-aligned governance frameworks .
- Strategic oversight: His Board-appointed Strategic Oversight Role adds depth to oversight of leadership transitions, strategic initiatives, risk, and succession—useful in a cyclical, capital-intensive industry .
- Related-party and interlocks: Company reports no related-party transactions since Jan 1, 2024; committee interlocks not present—reducing conflict risk .
- Shareholder sentiment: 2024 director election recorded significant withheld votes specific to Tily; 2025 results show improved support. Advisory say-on-pay proposals passed both years, indicating broad investor acceptance of pay programs (absolute vote counts presented) .
RED FLAGS
- Significant withheld votes in 2024 for Mr. Tily’s re-election (49.7M shares withheld) suggest prior investor concerns about board composition or independence optics (e.g., former senior officer on the Board); monitoring future vote trends and engagement disclosures is warranted .
POSITIVE INDICATORS
- Formal independence determination; no related-party transactions; strong governance policies (anti-hedging/pledging; ownership guidelines); active Nominating & Governance participation; Strategic Oversight Role focused on risk and succession .
Appendix: Director Equity Grant Mechanics (Non-Employee Directors)
- Annual RSU grants of ~$195,000 fair value upon election at the 2024 Annual Meeting, vesting on the earlier of the first anniversary or next annual meeting; DEUs accrue with cash dividends .
- As of 12/31/2024, non-employee directors in compliance with stock ownership guidelines .