Robert R. Morse
AMKOR TECHNOLOGYAbout Robert R. Morse
Robert R. Morse (age 69) has served as an independent director of Amkor Technology since February 2013. He is Executive Chairman of Bridge Investment Group Holdings, Inc. and previously held senior roles at Citigroup/Salomon Smith Barney, including CEO of Citi’s Asia Institutional Client Group and Global Head of Investment Banking. He holds degrees from Yale University, Harvard Business School, and Harvard Law School. He is classified as independent under Nasdaq and SEC rules and is designated an audit committee financial expert by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup, Inc. / Salomon Smith Barney | CEO, Citi Asia Institutional Client Group; Global Head of Investment Banking; other senior roles | Since the 1980s (prior roles) | Global leadership across investment banking and Asia franchise |
| Amkor Technology, Inc. | Independent Director | Since Feb 2013 | Audit Committee member; Compensation Committee member; Audit Committee Financial Expert |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bridge Investment Group Holdings, Inc. | Executive Chairman | Since Jan 2011 | Real estate fund manager |
Board Governance
- Committees: Audit Committee member (Board-designated “audit committee financial expert”); Compensation Committee member; not a committee chair .
- Independence: The Board determined Mr. Morse is independent under Nasdaq listing standards and SEC rules .
- Attendance: In 2024, the Board met six times; all directors attended at least 75% of Board and applicable committee meetings. Audit (9 meetings), Compensation (8), Nominating/Governance (5) .
- Executive sessions: Non‑employee directors regularly hold executive sessions; Lead Independent Director is Winston J. Churchill .
Fixed Compensation
- Cash retainers: In 2024, non‑employee directors received cash retainers per policy; structure below. Mr. Morse’s 2024 actual cash fees totaled $89,500 .
| Retainer Component (as of 12/31/2024) | Amount (USD) |
|---|---|
| Annual Board Retainer | $85,000 |
| Audit Committee Member (incl. Chair) | $12,000 |
| Compensation Committee Member (incl. Chair) | $10,000 |
| Lead Independent Director (if applicable) | $30,000 |
| Committee Chair premiums (Audit/Comp/NGC) | $25,000 / $15,000 / $10,000 |
| Director | Fees Earned (Cash) | Notes |
|---|---|---|
| Robert R. Morse | $89,500 | 2024 actual; non‑employee director |
Performance Compensation
- Non‑employee directors do not receive performance‑based cash bonuses. Equity grants are time‑vested RSUs (no performance metrics) that vest at the earlier of one year from grant or the next annual meeting; dividend equivalent units accrue on cash dividends and vest with the underlying RSUs .
Director Equity Compensation (Annual)
| Grant Type | Grant Value (FV) | Vesting | Notes |
|---|---|---|---|
| RSUs (annual grant upon election) | ~$195,000 | Vests in full at earlier of first anniversary or next annual meeting | DEUs accrue on cash dividends and vest on same schedule |
| Director | Stock Awards (2024 FV) | Total 2024 Compensation |
|---|---|---|
| Robert R. Morse | $194,972 | $284,472 |
Other Directorships & Interlocks
- Current roles: Executive Chairman, Bridge Investment Group Holdings, Inc. (real estate fund manager) .
- Compensation Committee interlocks: None. In 2024, no member of Amkor’s Compensation Committee (including Morse) was an Amkor officer/employee, had relationships requiring disclosure, or served in interlocking roles with another issuer’s compensation committee .
Expertise & Qualifications
- Financial expertise: Board-designated “audit committee financial expert” (meets SEC and Nasdaq financial sophistication requirements) .
- Functional expertise: Executive management, corporate governance, international business, finance; also cited across technology/manufacturing areas relevant to Amkor .
- Education: Yale University (undergraduate), Harvard Business School (MBA), Harvard Law School (JD) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (as of 3/20/2025) | 246,097 shares; <1% of outstanding |
| Unvested director RSUs (as of 12/31/2024) | 5,991 RSUs (includes rounded DEUs) |
| Stock options outstanding (as of 12/31/2024) | 140,000 options |
| Pledging/Hedging | Company policy prohibits pledging, margin accounts, and hedging for directors/officers/employees |
| Director stock ownership guideline | 5x annual cash retainer; expected within five years; all non‑employee directors in compliance as of 12/31/2024 |
Note: Section 16 compliance—Company reports timely filings by directors for 2024; only exception cited was unrelated to Mr. Morse (a December 2024 grant to Mr. Liu) .
Compensation Structure Analysis (Director)
- Mix and alignment: 2024 compensation weighted toward equity (RSUs ~ $195K vs. cash fees $89.5K), aligning with long‑term shareholder value via time‑vested stock; no director performance metrics used .
- Policy update signal: In Oct 2024, the Board adopted the Fourth Amended and Restated Non‑Employee Director Compensation Policy concurrent with governance changes (founder’s retirement; new Chair), signaling refresh of governance and pay framework .
Related Party / Conflict Checks
- Related party transactions: None requiring disclosure since January 1, 2024 .
- Oversight: Audit Committee pre‑approves related party transactions and reviews conflicts as part of charter responsibilities .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay support: More than 98% approval for NEO compensation at the 2024 Annual Meeting—an indicator of broad investor support for compensation governance .
Governance Assessment
-
Positives
- Independent director with dual service on Audit and Compensation Committees; designated audit committee financial expert—enhances financial oversight and compensation governance .
- Strong baseline engagement: all directors ≥75% attendance; Board and key committees met regularly in 2024 (Board 6x; Audit 9x; Comp 8x) .
- Alignment and safeguards: Equity‑heavy director pay, director stock ownership guideline (5x retainer) with compliance, and strict anti‑hedging/anti‑pledging policies .
- No related‑party transactions disclosed; no compensation committee interlocks—low conflict profile .
-
Watch‑items
- Ownership stake is <1% of outstanding; while policy compliance is disclosed, limited outright share ownership may temper perceived “skin in the game” versus large holders (context: highly concentrated Kim family ownership) .
- Options outstanding (140,000) reflect legacy awards; while equity alignment is positive, option portfolios can influence risk preferences—monitor for any future option program changes or repricings (none disclosed) .
Overall, Morse’s profile supports investor confidence: independent status, deep finance background, audit financial expert designation, and committee roles, with no disclosed conflicts or related‑party exposure, within a board that evidences active oversight and refreshed governance policies .