Mark N. Rogers
AMKOR TECHNOLOGYAbout Mark N. Rogers
Executive Vice President, General Counsel, and Corporate Secretary at Amkor Technology since June 2019, age 59. Previously Senior Vice President, Assistant General Counsel, and Assistant Corporate Secretary at ON Semiconductor (2017–2019) and Associate General Counsel and other legal roles at Insight Enterprises (2003–2014). Education: A.B. in History and A.B. in French Civilization (Brown University); J.D. (NYU School of Law) . 2024 company performance used for executive incentives: revenue of ~$6,318 million and operating income of ~$438 million, driving below-target bonus payouts; Year 1 EPS PSUs paid out at 83% of target on $1.44 basic EPS vs $1.60 target .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ON Semiconductor Corporation | SVP, Assistant General Counsel, and Assistant Corporate Secretary | 2017–2019 | Senior corporate legal leadership at a global semiconductor manufacturer |
| Insight Enterprises, Inc. | Associate General Counsel and other law department roles | 2003–2014 | Supported legal operations at a global IT solutions company |
External Roles
No external directorships or public company board roles for Mr. Rogers are disclosed in the AMKR 2025 proxy officer biography .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 540,000 | 550,000 | 560,000 (increased Feb 2024) |
| All other compensation ($) | 10,000 | 10,000 | 10,000 |
| Total fixed cash ($) | 550,000 | 560,000 | 570,000 |
Notes:
- 2024 base salary increased from $550,000 to $560,000 in February 2024 .
Performance Compensation
Annual Incentive (Executive Bonus Plan) – 2024 Design and Outcomes
| Component | Weight | Threshold/Target/Max | 2024 Actual Attainment | Payout mechanics |
|---|---|---|---|---|
| Revenue (GAAP net sales) | 35% | $5.8B / $6.5B / $7.0B | $6.318B (74% attainment) | 0–200% with straight-line interpolation |
| Operating Income (GAAP) | 35% | $375M / $500M / $600M | $438M (51% attainment) | 0–200% with straight-line interpolation |
| Individual/Discretionary | 30% | 0–200% scale | 150% for NEOs | Committee discretion within plan |
| Executive | 2024 Target Bonus ($) | 2024 Actual Bonus ($) | Actual as % of Target |
|---|---|---|---|
| Mark N. Rogers | 467,000 | 423,640 | 89% |
Long-Term Incentive – 2024 Grants (RSUs and PSUs)
| Grant date | Instrument | Target units | Key terms |
|---|---|---|---|
| Feb 20, 2024 | RSU | 22,268 | Vests 33.33% on 2/20/2025, 2/20/2026, 2/20/2027, subject to service and severance provisions |
| Feb 20, 2024 | Year 1 EPS PSU (2024) | 3,711 | Threshold/Target/Max EPS: $0.64/$1.60/$2.80; payout 0–225%; 2024 result $1.44 (90% of target) → 83% of target vested (2/19/2025) |
| Feb 20, 2024 | Year 2 EPS PSU (2025) | 3,711 | EPS percent-of-target scoring; payout 0–225%; cliff vesting post-determination |
| Feb 20, 2024 | Year 3 EPS PSU (2026) | 3,712 | EPS percent-of-target scoring; payout 0–225%; cliff vesting post-determination |
| Feb 20, 2024 | rTSR PSU (2024–2027) | 12,236 | SOX-relative TSR over 2/20/2024–2/20/2027; 50% payout at 25th pct, 100% at 55th, 150% at 85th; capped at 100% if absolute TSR negative |
Additional context:
- No stock options were granted in fiscal 2024 (companywide) .
- 2023 two-year EPS PSUs (granted 2/16/2023) were forfeited (55% of target EPS; below threshold) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/20/2025) | 188,862 shares |
| Shares outstanding (record date) | 247,056,288 |
| Ownership as % of SO | ~0.08% (188,862 / 247,056,288) |
| Stock options | 150,000 options exercisable at $7.40, expiring 6/10/2029 (fully exercisable as of 12/31/2024) |
| Unvested RSUs (12/31/2024) | 1,634 (2021 grant), 3,761 (2022 grant), 5,567 (2023 grant), 22,268 (2024 grant) |
| PSUs outstanding (12/31/2024) | 11,135 (2023 grant; later forfeited), 11,134 (2024 EPS PSUs at target), 12,236 (2024 rTSR PSUs at target) |
| 2024 vesting activity | 25,141 shares vested (RSUs/PSUs) in 2024; no option exercises by Mr. Rogers in 2024 |
| Ownership guidelines | NEOs must hold shares = 100% of base salary; compliance within 5 years; as of record date each NEO either exceeded or was otherwise in compliance |
| Hedging/pledging | Company prohibits hedging and pledging (including margin accounts/collateral) for directors, officers, employees |
| Clawback policy | Mandatory recovery of incentive-based comp upon accounting restatement (3-year lookback), administered by Compensation Committee |
Vesting schedules and near-term supply:
- RSUs from 2024 grant vest one-third annually starting 2/20/2025 (continued service required, with severance and retirement exceptions) .
- Year 1 EPS PSUs vested at 83% of target on 2/19/2025; Year 2 and Year 3 EPS PSUs and rTSR PSUs remain outstanding and performance-contingent .
Employment Terms
| Provision | Non‑CIC termination (without Cause) | CIC double-trigger (within 3 months before/24 months after CIC) |
|---|---|---|
| Cash severance | Salary + target bonus for 12 months (continuation) | Lump sum 1.5x salary + target bonus |
| Bonus | Pro‑rata actual bonus for year of termination | Pro‑rata target bonus for year of termination |
| Health benefits | Company-paid premiums for 12 months (installments) | Lump sum payment of 18 months of premiums |
| Equity vesting | Time‑based RSUs for other NEOs generally forfeit; (RSU/option acceleration limited to CEO outside CIC). PSUs forfeit | Time‑based equity vests in full; PSUs vest at greater of 100% of target or actual attainment to CIC if terminated pre-determination |
| Restrictive covenants | Non‑compete and non‑solicit for 12 months post‑separation; confidentiality, IP, non‑disparagement ongoing (California exception for non‑compete for Mr. Haghighi) | |
| Employment status | At‑will; Mr. Rogers appointed EVP, GC & Corporate Secretary in June 2019 |
Compensation Structure Analysis
- Mix and vehicles: For non-CEO NEOs (including Rogers), 2024 equity split was 50% PSUs and 50% RSUs—balancing retention and performance linkage to EPS and SOX-relative TSR . No stock options were granted in 2024, indicating continued shift away from options toward RSUs/PSUs .
- Annual bonus rigor: 2024 plan weighted equally to growth and profitability (35% revenue, 35% operating income, 30% individual performance). Below-target outcomes (89% of target for Rogers) reflected revenue and operating income underperformance versus plan .
- PSU calibration: Year 1 EPS PSU paid at 83% (EPS at 90% of target), while 2023–2024 two‑year EPS PSUs paid 0% (below threshold), evidencing downside sensitivity .
Say‑on‑Pay & Governance Context
- Say‑on‑pay support: At the 2024 Annual Meeting, more than 98% of votes cast approved 2023 NEO compensation, signaling strong shareholder support for the pay program .
- Independent oversight: Compensation Committee comprises independent directors; retained Compensia as independent consultant in 2024; maintains clawback, anti‑hedging/pledging, and ownership policies .
Performance & Track Record (selected 2024 highlights used in pay decisions)
- Maintained profitability and free cash flow generation in a cyclical downturn; qualified products in Vietnam; secured funding for a U.S. manufacturing facility; grew revenue with select customers; achieved record revenue in the Computing end market—factors supporting 150% individual performance attainment for NEOs despite lower revenue/operating income vs targets .
Investment Implications
- Alignment: Strong alignment mechanisms (PSUs tied to EPS and SOX-relative TSR, ownership guidelines, strict anti-hedging/pledging, clawback) reduce agency risk and link pay to durable performance; forfeiture of 2023 PSUs and sub‑target 2024 bonus underscore downside accountability .
- Supply/overhang signals: Near-term vesting from 2024 RSUs (three annual tranches) and partial vesting of 2024 Year 1 EPS PSUs (83%) add modest, scheduled supply; options are legacy (2019) and fully exercisable, but Mr. Rogers had no option exercises in 2024, limiting immediate selling pressure indicators .
- Retention/CIC economics: Double-trigger CIC severance at 1.5x salary+target bonus plus full time-based equity vesting provide competitive protection without single‑trigger acceleration; 12‑month restrictive covenants support transition risk management .
- Program trajectory: Continued emphasis on RSUs/PSUs (no 2024 options) and rigorous PSU calibration (including 0% outcome for 2023 award) suggest the committee is tightening pay-for-performance alignment—constructive for investors focused on incentive quality and dilution management .