Roger A. Carolin
AMKOR TECHNOLOGYAbout Roger A. Carolin
Independent director of Amkor Technology since February 2006; age 69 as of March 20, 2025. Carolin chairs the Audit Committee and serves on both the Compensation Committee and the Nominating and Governance Committee; he is classified as independent under Nasdaq and SEC rules. He was a Venture Partner at SCP Partners (2004–2024), co‑founded CFM Technologies and served as CEO for 10 years, and earlier held engineering roles at Honeywell and General Electric. He is an independent director at Innovative Solutions and Support, Inc.; he holds a B.S. in Electrical Engineering from Duke and an MBA from Harvard, and qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SCP Partners | Venture Partner | 2004–2024 | Identified investments; advised portfolio companies on strategy, operations, and IP |
| CFM Technologies, Inc. | Co‑Founder; Chief Executive Officer | 10 years (pre‑acquisition) | Led global semiconductor process equipment manufacturer until sale |
| Honeywell, Inc. | Engineering roles | Not disclosed | Developed test equipment for on‑board missile applications |
| General Electric Co. | Engineering roles | Not disclosed | Developed advanced computer systems for on‑board missile applications |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Innovative Solutions and Support, Inc. | Independent Director | Current (not dated) | Designs and manufactures advanced avionics and flight instrumentation |
Board Governance
- Committee assignments: Audit (Chair: Carolin), Compensation (Member), Nominating and Governance (Member) .
- Independence: Board determined Carolin (and other listed directors) are independent under Nasdaq and SEC rules .
- Meetings and attendance: The Board met six times in 2024; all directors attended at least 75% of Board and applicable committee meetings; Nominating & Governance met five times in 2024 .
- Executive sessions: Non‑employee directors regularly hold executive sessions; committees meet separately with management and advisors as appropriate .
- Audit Committee report: Audit Committee (Carolin, Chairman; McCourt; Morse) recommended inclusion of 2024 audited financials in Form 10‑K after reviewing auditor independence and results .
Fixed Compensation
| 2024 Non‑Employee Director Compensation for Roger A. Carolin | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $105,750 |
| Stock Awards (Grant‑Date Fair Value) | $194,972 |
| All Other Compensation | — |
| Total | $300,722 |
| Director Compensation Policy (as of Dec 31, 2024) | Amount (USD) |
|---|---|
| Annual Retainer – Board Member | $85,000 |
| Lead Independent Director | $30,000 |
| Chairman | $150,000 |
| Strategic Oversight Role | $75,000 |
| Audit Committee Chairman | $25,000 |
| Compensation Committee Chairman | $15,000 |
| Nominating & Governance Committee Chairman | $10,000 |
| Audit Committee Member (incl. Chair) | $12,000 |
| Compensation Committee Member (incl. Chair) | $10,000 |
| Nominating & Governance Committee Member (incl. Chair) | $7,500 |
- Policy notes: Compensation Committee reviews director cash/equity annually, considering data from its independent compensation consultant; policy amended October 2024 alongside leadership changes .
Performance Compensation
| Equity Award Design | Details |
|---|---|
| Annual RSU grant to non‑employee directors (2024) | Time‑vested RSUs with grant‑date fair value ~$195,000 (rounded down to whole shares) |
| Vesting | RSUs vest in full on earlier of first anniversary of grant or next annual meeting date |
| Dividend Equivalents | Dividend equivalent units accrue and vest on same terms as underlying RSUs |
| Performance metrics | Time‑based vesting; no performance conditions disclosed for director RSUs |
| Clawback/Policies | Company maintains an incentive compensation recovery (clawback) policy for executive officers; directors are subject to anti‑hedging and anti‑pledging policies . |
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Innovative Solutions and Support, Inc. | Independent Director | Board network linkage: Winston J. Churchill (Amkor Lead Independent Director) previously served as director of Innovation/Innovative Solutions and Support (1990–2023) and is managing general partner of SCP Partners, where Carolin was a Venture Partner . |
- Related‑party transactions: Amkor reports no related‑party transactions since January 1, 2024; Audit Committee reviews/approves any related‑party matters per charter .
Expertise & Qualifications
- Audit committee financial expert; meets independence and financial sophistication requirements per Nasdaq and SEC rules .
- Deep semiconductor industry and manufacturing experience; executive management and corporate governance expertise highlighted in biography .
- Technology and finance exposure via CFM Technologies leadership and SCP Partners portfolio work .
Equity Ownership
| Holder | Shares Beneficially Owned (as of Mar 20, 2025) | % of Outstanding |
|---|---|---|
| Roger A. Carolin | 203,151 | <1% (*) |
- Director stock ownership guidelines: Non‑employee directors expected to own shares equal to 5x annual cash retainer; compliance required within five years; as of Dec 31, 2024, all non‑employee directors either met or were otherwise in compliance .
- Anti‑hedging/anti‑pledging: Directors prohibited from hedging and from placing Company securities in margin accounts or pledging as collateral .
Governance Assessment
- Positive signals: Long‑standing independent director with Audit Chair responsibilities and audit committee financial expert designation, indicating strong oversight of financial reporting, risk, and cybersecurity; multi‑committee engagement (Compensation; Nominating & Governance) supports board effectiveness .
- Attendance and engagement: Board met six times in 2024; all directors attended ≥75% of Board and applicable committee meetings; Nominating & Governance met five times, indicating active governance processes .
- Alignment and pay mix: 2024 compensation combines meaningful equity ($194,972 RSU grant‑date value) with cash fees ($105,750), aligning director incentives with long‑term shareholder interests; policy targets 5× retainer stock ownership and confirms director compliance .
- Conflicts and controls: No related‑party transactions disclosed in 2024; Audit Committee charter assigns related‑party oversight; company‑wide anti‑hedging/anti‑pledging and clawback frameworks mitigate governance risk .
- Network watchpoints: Background ties to SCP Partners and concurrent/adjacent board service at Innovative Solutions and Support overlap with another Amkor director’s historical roles; however, no related‑party transactions are reported, and Compensation Committee discloses no interlocks .
RED FLAGS
- None disclosed: No related‑party transactions (2024), no hedging/pledging permitted, and director attends ≥75% of required meetings per Board‑level disclosure .