Camillo Martino
MAGNACHIP SEMICONDUCTORAbout Camillo Martino
Camillo Martino (age 63) is MX’s Non-Executive Chairman of the Board (since June 2020) and a director (since August 2016). He is independent under NYSE standards and currently chairs the Compensation Committee, while serving on the Audit and Nominating & Corporate Governance Committees . He holds a Bachelor of Applied Science from the University of Melbourne and a Graduate Diploma from Monash University (Australia) . Under his committee leadership, MX’s executive pay design emphasizes “pay-for-performance” using Stock Price PSUs (3-year performance, VWAP-based hurdles), relative TSR PSUs (2022 grants forfeited at end of period), and operating measures including Adjusted EBITDA, Gross Profit Margin, and Revenue; 2024 say-on-pay support was ~79.9% and 2025 PSU structure shifted further toward significant stock-price goals based on shareholder feedback .
Company TSR snapshot (value of $100 investment):
- 2022: $81; 2023: $65; 2024: $35; SOX peer group: $137 (2022), $226 (2023), $269 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Silicon Image, Inc. | Chief Executive Officer | 2010–Mar 2015 | Led company through sale to Lattice Semiconductor (closed March 2015) . |
| SAI Technology Inc. | Chief Operating Officer; Director | COO 2008–2009; Director 2006–2010 | Operational leadership at networking/technology firm . |
| Cornice Inc. | Director, President & Chief Executive Officer | 2005–2007 | Led storage device company operations . |
| Zoran Corporation | EVP & Chief Operating Officer | 2001–2005 | Ran operations at fabless semiconductor company . |
| National Semiconductor | Multiple roles across 4 countries | ~14 years | Broad semis operating experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| CXApp (formerly KINS Technology Group) | Director | Current | Public company directorship . |
| VVDN Technologies | Director | Current | Private company board . |
| Sakuu | Director | Current | Private company board . |
| Ceremorphic | Director | Current | Private company board . |
| Cypress Semiconductor | Director | 2017–2020 | Public company director (pre-acquisition) . |
| Sensera | Director | 2018–2024 | Public company director . |
Board Governance and Service at MX
- Roles: Non-Executive Chairman; Chair, Compensation Committee; Member, Audit; Member, Nominating & Corporate Governance .
- Independence: Board determined Mr. Martino independent under NYSE standards .
- Committee activity (2024): Audit (8 meetings), Compensation (7 meetings), Nominating (3 meetings) .
- Board activity: Board met 6 times; no director attended fewer than 92% of meetings in 2024 .
- Strategic Review Committee: Activated Aug 8, 2022 with Martino as Chair (ad hoc) to evaluate strategic alternatives .
- Dual-role implications: He is Non-Executive Chairman and Compensation Committee Chair; committee size reduced from three to two members in April 2024, increasing chair influence; the Board affirms independence and maintains separate Audit, Nominating, and Risk committees .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Board Cash Retainer | $75,000 | Standard director retainer . |
| Chair Service Fees | $90,000 | Chair retainers across committees (Compensation Chair) . |
| Committee Service Fees | $20,000 | Member retainers for Audit and Nominating committees . |
| Total Cash (2024) | $185,000 | Sum of retainers/fees . |
| Stock Awards (Grant-Date Fair Value) | $200,062 | RSUs under Director Policy (ASC 718) . |
| Total Director Compensation (2024) | $385,062 | Cash + equity . |
Director Equity Policy and Vesting
- Annual RSU grant: $165,000; additional RSUs for committee service: $20,000 per committee chair; $10,000 per committee member; number of units set using 30-day trailing NYSE VWAP .
- Vesting: RSUs vest in full on the earlier of the first anniversary of grant or next Annual Meeting; vested RSUs settle upon termination of director service (deferred settlement) .
- Options: Director stock options last granted under prior policy; Mr. Martino still holds legacy options outstanding (see ownership table) .
Performance Compensation (Design he oversees as Compensation Chair)
| Element | Metric/Target | Weighting/Structure | Actual/Payout | Vesting Mechanics |
|---|---|---|---|---|
| 2024 CEO LTI mix | PSUs vs RSUs | 67% PSUs / 33% RSUs | Design decision for 2024 | Standard 3-year PSU; 3-year RSU vest . |
| 2024 Other NEO LTI mix | PSUs vs RSUs | 50% PSUs / 50% RSUs | Design decision for 2024 | Same as above . |
| 2024 PSUs (Stock Price PSUs) | Stock price VWAP hurdles | 100%–300% vesting based on 30-day VWAP | In-flight; measures on 1/31/2027 | 3-year performance; 100% at $14.14; 200% at $21.21; 300% at $28.28; linear interpolation . |
| 2022 TSR PSUs (granted 2022) | Relative TSR vs SOX | N/A | Did not meet threshold; forfeited at end of performance period | 3-year period ended; forfeiture certified . |
| 2024 Annual Cash Bonus | Pre-set performance goals | N/A | Certified: no cash bonus payout for 2024 | Annual plan; zero payout . |
| Key performance measures (2024) | Adjusted EBITDA; Gross Profit Margin; Revenue; Relative TSR; Stock Price | Core linkage used in design (Pay vs Performance) | N/A | Reflected in PSU/RSU mix and targets . |
Governance Policies and Shareholder Feedback
- Clawback: Compensation Recovery Policy adopted Nov 2023 (NYSE-compliant) for execs; covers erroneously awarded incentive pay upon restatements .
- Anti-hedging/pledging: Pledging and short sales are prohibited; derivatives restricted; any long-term hedging requires pre-clearance with the Chairman and General Counsel (strongly discouraged) .
- Say-on-Pay 2024: ~79.9% support; 2025 PSU design revised to emphasize significant stock price goals in response to investor input .
- No option repricing; double-trigger CIC for most arrangements; independent comp advisor retained .
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Common Shares owned (incl. family trust) | 58,000 | 40,000 held by family trust; remaining directly held . |
| Stock Options (exercisable) | 49,737 | Legacy director options outstanding . |
| RSUs (that will be vested and may be settled as of June 23, 2025) | 157,880 | Vested units settle upon service termination per policy . |
| Total Beneficial Ownership | 265,617 | <1% of outstanding (based on 36,063,605 shares) . |
| Vested but not settled RSUs (as of 12/31/2024) | 116,715 | Deferred settlement until service ends . |
| Open-market share purchases (lifetime) | 58,000 | Most recent: 20,000 on March 13, 2025 . |
| Stock Ownership Guidelines | Chairman: 3x cash retainer | All applicable directors met guidelines as of 12/31/2024 . |
| Hedging/Pledging | Prohibited (pledging); hedging restricted | Policy prohibits pledging; hedging strongly discouraged with pre-clearance . |
Employment Terms
- Status: Non-employee director; no base salary, bonus plan, or employment contract/severance; compensation delivered via cash retainers and RSUs per Director Compensation Policy .
- RSU settlement: Director RSUs vest annually but settle upon termination of board service (reduces ongoing sell pressure while in service) .
- Insider Trading Policy: Applies to directors; filed as Exhibit to 10-K .
- Governance guidelines require Annual Meeting attendance; all directors attended in 2024 .
Investment Implications
- Alignment and signal: Martino’s personal open-market buying (latest 20,000 shares in March 2025) and compliance with ownership guidelines indicate alignment; pledging is prohibited, reducing forced-sale risk .
- Selling pressure: Although ~157.9k RSUs will be vested as of June 23, 2025, director RSUs settle only when service ends, limiting near-term sellable supply; he also holds legacy options (49.7k) .
- Governance concentration: As Non-Executive Chair and Compensation Chair on a two-member committee, Martino wields outsized influence over pay design; independence and multi-committee structure plus active meeting cadence provide checks, but investors should monitor comp outcomes and responsiveness to say-on-pay trends .
- Pay-for-performance oversight: Under his comp committee leadership, MX forfeited underperforming 2022 TSR PSUs and shifted 2025 PSU design to stock-price goals, reinforcing equity sensitivity; however, company TSR underperformed SOX over 2022–2024, highlighting execution and market risk despite a performance-tilted pay plan .
Board service summary: Non-Executive Chairman (since 2020), independent; Chair, Compensation Committee; member, Audit and Nominating; high meeting attendance in 2024; Strategic Review Committee Chair (2022) .