Megan Faust
AMKOR TECHNOLOGYAbout Megan Faust
Megan Faust, 51, is Executive Vice President, Chief Financial Officer, and Treasurer of Amkor Technology (AMKR); she has served as CFO since November 2019 and Treasurer since February 2022, after joining Amkor in 2005 and previously spending 10 years as an auditor with KPMG LLP . She serves on the board of Rogers Corporation (since December 2020) and sits on its compensation and organization and audit committees; she holds an MBA from Arizona State University, a Bachelor’s in Accountancy from Northern Arizona University, and is a CPA in Arizona . Pay-for-performance context: AMKR’s 2024 revenue was $6,317.7 million and net income was $355.5 million, with total shareholder return value of a $100 investment at $209.15 in 2024 (peer SOX-based TSR $287.31) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amkor Technology | CFO; Treasurer; Corporate VP & CFO; SVP Corporate Controller; Finance roles | CFO since Nov 2019; Treasurer since Feb 2022; Corporate VP & CFO Sep 2016–Nov 2019; SVP Controller Mar 2013–Sep 2016; Joined 2005 | Led finance through cycles; disciplined profitability and FCF in downcycle; supported geographic expansion and U.S. funding initiatives |
| KPMG LLP | Auditor | ~10 years (prior to 2005) | Audit and controls expertise foundational for public company CFO |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rogers Corporation | Director; Compensation & Organization and Audit committees | Since Dec 2020 | Cross-industry governance and finance oversight experience |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 590,000 | 600,000 | 610,000 (increase approved Feb 2024) |
| All Other Compensation ($) | 20,281 | 12,281 | 15,321 (includes $10,000 401(k) employer match and executive physical) |
Performance Compensation
Annual Incentive (Executive Bonus Plan – 2024)
- Structure: Revenue 35%, Operating Income 35%, Individual Performance 30% .
- Targets: Revenue threshold/target/max $5,800m/$6,500m/$7,000m; Operating Income $375m/$500m/$600m .
- 2024 Attainment: Revenue $6,318m (74%), Operating Income $438m (51%), Individual Performance set at 150% for all NEOs; payout at 89% of target .
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Revenue ($m) | 35% | 5,800 | 6,500 | 7,000 | 6,318 | 74% attainment |
| Operating Income ($m) | 35% | 375 | 500 | 600 | 438 | 51% attainment |
| Individual Performance | 30% | — | — | — | 150% factor | Drives overall 89% payout |
| 2024 Actual Bonus ($) | — | — | — | — | — | $461,465 (89% of target) |
Long-Term Incentives (Grants on Feb 20, 2024)
- RSUs vest in three equal annual installments on Feb 20, 2025/2026/2027, subject to continued employment .
- PSUs split between EPS and rTSR:
- EPS PSUs: three one-year performance periods (2024/2025/2026) with 0–225% payout scale; 2024 “Year 1” EPS PSUs paid at 83% based on $1.44 basic EPS vs $1.60 target .
- rTSR PSUs: measured vs SOX constituents from Feb 20, 2024–Feb 20, 2027; 0–150% payout, capped at 100% if absolute rTSR is negative .
| Grant Type | Shares Granted | Vesting/Performance Details |
|---|---|---|
| RSU | 50,420 | 1/3 annually Feb 20, 2025–2027 |
| Year 1 EPS PSU (2024) | 8,402 | Threshold/Target/Max EPS: $0.64/$1.60/$2.80; paid at 83% on $1.44 actual |
| Year 2 EPS PSU (2025) | 8,404 | EPS threshold/target/max 30%/100%/180% of goal; 0–225% payout |
| Year 3 EPS PSU (2026) | 8,404 | EPS threshold/target/max 20%/100%/185% of goal; 0–225% payout |
| rTSR PSU (2024–2027) | 27,705 | Payout 0–150% based on percentile vs SOX; cap at 100% if absolute rTSR negative |
| 2024 Plan-Based Award Grant-Date Fair Value ($) | RSUs | EPS PSUs | rTSR PSUs |
|---|---|---|---|
| Fair Value | 1,455,625 | 727,813 | 749,974 |
Equity Ownership & Alignment
- Beneficial Ownership: 82,138 shares as of March 20, 2025 .
- Ownership % of Outstanding: 82,138 / 247,056,288 ≈ 0.033% (shares outstanding as of Record Date) .
- Unvested/Outstanding Awards at FY 2024-end:
- Unvested RSUs: 1,906 (2021), 6,986 (2022), 12,527 (2023), 50,420 (2024); aggregate market values per award shown in proxy (e.g., $48,965; $179,470; $321,819; $1,295,290 at $25.69 close) .
- Unearned PSUs: 25,055 (Feb 16, 2023 – later forfeited), 25,210 (EPS PSUs 2024 at target), 27,705 (rTSR PSUs 2024 at target); market payout values at $25.69 close presented in proxy tables .
- Stock Ownership Guidelines: NEOs must hold company stock equal to 100% of annual base salary; as of Record Date, each NEO either met or was otherwise in compliance .
- Hedging and Pledging: Company policy prohibits hedging transactions and pledging/margin accounts for directors and officers .
- Clawback: Company will recoup incentive compensation for three years preceding any required accounting restatement; applies to cash bonuses and performance-based equity awards .
Employment Terms
- Employment Status: At-will for NEOs; no fixed-term employment agreements beyond severance/change-in-control arrangements .
- Executive Severance Agreement (Faust):
- Without Cause (non-CIC): 12 months continuation of base salary and target bonus, pro-rata actual bonus for year of termination, 12 months health premium payment .
- Change-in-Control (double trigger; within 3 months before or 24 months after CIC): lump sum 1.5x base salary + target bonus, pro-rata target bonus, 18 months health premium payment, full vesting acceleration for time-vested equity; PSUs vest at target under CIC terms .
- Restrictive covenants: 12-month non-compete and non-solicit (except Haghighi in CA), plus ongoing confidentiality/IP assignment .
- Potential Payments Table (as of Dec 31, 2024): Involuntary Not for Cause $1,625,706; Change in Control $6,757,144; Death $3,553,749; Disability $3,553,749 .
Multi-Year Compensation Summary (NEO Summary Compensation Table)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 590,000 | 1,270,637 | 552,240 | 20,281 | 2,433,158 |
| 2023 | 600,000 | 2,350,482 | 331,500 | 12,281 | 3,294,263 |
| 2024 | 610,000 | 2,933,412 | 461,465 | 15,321 | 4,020,198 |
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | 7,091,585,000 | 6,503,065,000 | 6,317,692,000 |
| EBITDA ($) | 1,510,709,000* | 1,100,893,000* | 1,033,416,000* |
Values retrieved from S&P Global.*
Pay Versus Performance TSR reference: Company cumulative value of $100 investment and peer SOX TSR presented in proxy .
Governance, Say-on-Pay, and Committee Oversight
- 2024 say-on-pay approval exceeded 98% at the 2024 Annual Meeting, indicating strong investor support for executive pay framework .
- Compensation Committee retained Compensia as independent consultant in August 2024; no conflicts of interest identified .
- Most important performance measures linking compensation actually paid to performance in 2024: Revenue, Operating Income, EPS .
Risk Indicators and Red Flags
- Related party transactions: None requiring disclosure since Jan 1, 2024 .
- Anti-hedging/anti-pledging policies and clawback are in force .
- PSU outcome discipline: two-year 2023–2024 EPS PSUs paid 0% based on below-threshold performance, reflecting pay-for-performance rigor .
- We did not locate Form 4 insider transactions for Megan Faust in our document corpus; continue monitoring EDGAR Form 4 for vesting-related sales or 10b5-1 trading plans. (No claim disclosed here due to unavailable filings in this dataset.)
Employment, Severance, and Change-of-Control Economics (Detail)
| Provision | Non-CIC Involuntary Termination | CIC Double Trigger (within 3 months before/24 months after CIC) |
|---|---|---|
| Cash | 12 months salary + target bonus continuation; pro-rata actual bonus | Lump sum 1.5x salary + target bonus; pro-rata target bonus |
| Health | 12 months premium payments | 18 months premium payments |
| Equity (Time-based) | For NEOs other than CEO, forfeiture; standard post-termination terms apply; CEO has partial acceleration | Full acceleration of time-vested awards |
| Equity (PSUs) | Forfeiture (Faust) | Vesting at target or actual achievement as provided; target applied in AMKR modeling |
| Covenants | 12-month non-compete/non-solicit; ongoing confidentiality/IP assignment | Same |
Investment Implications
- Alignment: High equity weighting (50% RSUs/50% PSUs for 2024) and strict PSU metrics (EPS and rTSR with caps) align compensation with profitability and shareholder returns; forfeiture of 2023–2024 two-year EPS PSUs demonstrates discipline .
- Retention: RSU tranches through 2027 and CIC protections reduce departure risk; non-compete/non-solicit covenants provide transitional protection .
- Selling pressure: Absence of pledging and presence of ownership guidelines reduce forced-sale risk; monitor Form 4 filings around vesting dates for potential discretionary sales .
- Pay-for-performance: Below-target annual bonus in 2024 due to lower revenue and operating income attainment supports investor-grade pay discipline; high say-on-pay approval de-risks governance .