Winston J. Churchill
AMKOR TECHNOLOGYAbout Winston J. Churchill
Winston J. Churchill, age 84, has served on Amkor’s board since July 1998 and as Lead Independent Director since August 2013. He is independent under Nasdaq and SEC rules. Churchill is Managing General Partner of SCP Partners; he previously chaired CIP Capital Management (1993–2024), and earlier was a law partner at Saul Ewing. He holds a B.S. in Physics (Fordham), M.A. in Economics (Oxford), and J.D. (Yale) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CIP Capital Management, Inc. | Chairman | 1993–2024 | Led SBA-licensed private equity fund |
| Bradford Associates | Managing Partner | Not disclosed | Managed PE funds for Bessemer Securities/Trust |
| Saul Ewing, LLP | Partner | 1967–1983 | Chair, Banking & Financial Institutions; Chair, Finance Committee; Exec Committee member |
| Pennsylvania Public School Employees’ Retirement System | Chair, Finance Committee | 1989–1993 | Oversight of PSERS finance |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| SCP Partners | Managing General Partner | Current | PE/venture investing |
| Societal CDMO, Inc. | Director | 2008–2024 | Former public company directorship |
| Baudax Bio, Inc. | Director | 2019–2024 | Former public company directorship |
| INDUS Realty Trust, Inc. (formerly Griffin Industrial Realty) | Director | 1997–2017 | Former public REIT directorship |
| Innovation(e) Solutions and Support, Inc. | Director | 1990–2023 | Former public company directorship |
| Gesu School; Young Scholars Charter School | Trustee; Chairman | Current | Non-profit boards |
| Fordham University; Georgetown University | Trustee Fellow; former Trustee | Current/former | Academic governance roles |
| Other current public boards | — | None disclosed | No current public-company directorships disclosed in proxy |
Board Governance
- Roles and independence: Lead Independent Director (coordinates independent directors, liaises with Chair/CEO, engages with shareholders); determined independent by the Board .
- Committee leadership: Chairs the Compensation Committee and the Nominating & Governance Committee .
- Attendance: Board met 6 times in 2024; all directors attended at least 75% of Board and applicable committee meetings. Executive sessions of non-employee directors are held regularly .
- Committee meeting cadence (2024): Audit 9x, Compensation 8x, Nominating & Governance 5x .
| Committee | Churchill’s Role | 2024 Meetings |
|---|---|---|
| Compensation | Chair; Member | 8 |
| Nominating & Governance | Chair; Member | 5 |
| Audit | Not a member | 9 |
- Election/Board structure: Directors elected by plurality; Board maintains Lead Independent Director model (Churchill) .
Fixed Compensation
- Policy: Fourth Amended & Restated Non‑Employee Director Compensation Policy adopted October 2024 .
- Cash retainers (as of 12/31/24; paid pro rata as applicable) :
| Retainer Element | Amount (USD) |
|---|---|
| Annual Board Retainer | $85,000 |
| Lead Independent Director | $30,000 |
| Chairman of the Board | $150,000 |
| Strategic Oversight Role | $75,000 |
| Audit Chair | $25,000 |
| Compensation Chair | $15,000 |
| Nominating & Governance Chair | $10,000 |
| Audit Committee Member (incl. Chair) | $12,000 |
| Compensation Committee Member (incl. Chair) | $10,000 |
| Nominating & Governance Committee Member (incl. Chair) | $7,500 |
- 2024 actual compensation (Churchill) :
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $114,750 |
| Stock Awards (Grant-date fair value) | $194,972 |
| All Other Compensation | $1 |
| Total | $309,723 |
- Director equity grant design: Time‑vested RSUs with ~$195,000 grant-date value (2024 grant), vesting on earlier of first anniversary or next annual meeting; dividend equivalent units accrue and vest on same schedule .
Performance Compensation
- Director awards are not performance‑conditioned; equity is time‑vested RSUs (no performance metrics). No director bonuses or performance scorecards are disclosed for non‑employee directors .
| Performance Metric | Applies to Director Pay? | Notes |
|---|---|---|
| Financial/TSR metrics | No | Director RSUs are time‑vested; DEUs accrue on dividends |
Other Directorships & Interlocks
- Compensation Committee interlocks: None. No member (including Churchill) was an officer/employee of Amkor in 2024, and no interlocking relationships were disclosed .
- Related‑party transactions: None requiring disclosure since January 1, 2024 .
Expertise & Qualifications
- Credentials emphasize executive management, corporate governance, finance/legal, and technology. Biography highlights decades in private equity, prior legal leadership, and multiple public board roles; Board cites these attributes as reasons for his nomination .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Beneficial ownership (shares) | 45,862 shares (includes derivatives as noted) |
| Components noted in footnotes | 20,000 options exercisable within 60 days; 5,991 RSUs/DEUs vesting within 60 days |
| Options outstanding (director roll‑up) | 20,000 options outstanding for Churchill as of 12/31/24 |
| Shares outstanding (Record Date) | 247,056,288 shares |
| Ownership as % of outstanding | ~0.019% (45,862 / 247,056,288) |
| Stock ownership guidelines | Non‑employee directors expected to hold ≥5x annual cash retainer; all in compliance as of 12/31/24 |
| Hedging/pledging | Prohibited (no margin or pledging allowed) |
Governance Assessment
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Strengths and investor‑confidence signals:
- Lead Independent Director since 2013 with explicit responsibilities for independent director coordination and shareholder engagement; maintains independent status under Nasdaq/SEC rules .
- Chairs Compensation and Nominating & Governance, indicating high trust in oversight of pay, board composition, and ESG governance; Compensation Committee retained independent consultant (Compensia) in 2024 with no conflicts .
- Attendance: company disclosed all directors met at least 75% of Board/committee meetings; committees are active (Compensation 8x; N&G 5x) .
- Pay structure aligns with shareholders via equity retainer and stock ownership guideline (≥5x cash retainer); anti‑hedging/anti‑pledging policy strengthens alignment .
- No related‑party transactions or compensation interlocks disclosed; clean conflict posture .
- High Say‑on‑Pay support in 2024 (>98% approval), reflecting broader confidence in compensation governance (committee chaired by Churchill) .
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Watch items / potential red flags:
- Long tenure and advanced age (director since 1998; age 84) may raise board refreshment and succession considerations, though independence is affirmed and Board cites a balance of refreshment with experience .
- Concentration of governance influence (Lead Independent + Chair of Compensation and N&G) places significant oversight responsibility with a single director; continued strong committee processes and independent consultant usage help mitigate this .
- Director equity is time‑based (no performance metrics), a common structure but less explicitly pay‑for‑performance than PSU designs used for executives .
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Net view: Churchill’s deep governance and legal/finance expertise, long institutional knowledge of Amkor, independent status, and leadership of key committees support board effectiveness and investor confidence. The board’s anti‑hedge/pledge policy, ownership guidelines, clean related‑party posture, and strong Say‑on‑Pay outcome are positive governance signals, while tenure/age underscore the importance of ongoing refreshment and succession planning .