Liz Chung
MAGNACHIP SEMICONDUCTORAbout Liz Chung
Kyo-Hwa (Liz) Chung, age 52, is an independent director of Magnachip Semiconductor (MX) since July 2020, currently serving on the Compensation Committee. She is Director of Legal at Netflix Services Korea (since April 2021) and an outside director of NCSoft Corporation (since March 2022). Chung holds an LLM from Harvard Law School (2008) and a Bachelor of Law from Korea University (1996), and is licensed in Korea and New York; prior roles include partner at Kim & Chang, visiting attorney at Skadden, and judge in Seoul courts .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kim & Chang (Korea) | Partner; focus on international disputes, government investigations, crisis management | Apr 2003 – Nov 2018 | Deep regulatory/crisis expertise |
| Skadden, Arps (NY) | Visiting attorney | Sep 2008 – Mar 2009 | Cross-border legal exposure |
| Microsoft Korea | Head of Corporate, External & Legal Affairs | Nov 2018 – Mar 2021 | Corporate/legal leadership |
| Seoul Administrative Court | Judge | 2001 – 2003 | Judicial experience |
| Seoul Central District Court | Judge | 1999 – 2001 | Judicial experience |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Netflix Services Korea | Director of Legal | Apr 2021 | Corporate legal leadership |
| NCSoft Corporation (KRX-listed) | Outside Director | Mar 2022 | Public company board service |
Board Governance
- Independence: Board determined Chung is independent (NYSE standards) .
- Committees: Member, Compensation Committee; Camillo Martino is Chair .
- Attendance: Board held 6 meetings in 2024; none of the directors attended fewer than 92% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Committee activity: Compensation Committee held 7 meetings in 2024 .
- Lead Director: No Lead Director appointed for 2024 .
- Presiding director: Chairman presides or designated fallback (Lead Director/Audit Chair/senior independent) .
Fixed Compensation
Non-Employee Director Compensation Policy (structure):
| Element | Amount | Notes |
|---|---|---|
| Quarterly Board Cash Retainer | $18,750 | Paid quarterly in advance |
| Committee Chair Retainer (quarterly) | $6,250 Audit; $3,750 Compensation; $2,500 Nominating; $2,500 Risk | Chair retainers |
| Annual Committee Member Retainer | $3,750 Audit; $2,500 Compensation; $1,250 Nominating; $1,250 Risk | Member retainers |
| Annual RSU Grants | $165,000 | Time-based RSUs |
| Additional RSUs | $20,000 per committee chair; $10,000 per committee member | Equity add-ons per committee service |
Chung’s realized director compensation (year-over-year):
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $85,000 | $85,000 |
| Stock Awards ($) | $190,210 | $170,785 |
| Total ($) | $275,210 | $255,785 |
Retainer and fee breakdown (2024):
| Component | Amount |
|---|---|
| Board Retainer ($) | $75,000 |
| Chair Service Fees ($) | — |
| Committee Service Fees ($) | $10,000 |
| Total Cash Fees ($) | $85,000 |
Compensation mix (2024): Equity ~67% ($170,785) vs cash ~33% ($85,000) .
Performance Compensation
Non-employee director equity awards are time-based (no performance metrics):
- Annual RSU grant $165,000; committee RSU add-ons ($20,000 chair; $10,000 member) .
- Vesting: RSUs vest in full on earlier of first anniversary or the next annual meeting date; settlement upon termination of service .
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlock |
|---|---|---|---|
| NCSoft Corporation | Outside Director | Public (KRX) | No MX-related transactions disclosed in proxy; Audit Committee reviews related-party transactions broadly |
| Netflix Services Korea | Director of Legal | Private subsidiary | No MX-related transactions disclosed in proxy; governance policies restrict related-party dealings |
Expertise & Qualifications
- Legal and regulatory expert with 15+ years at Kim & Chang; crisis management and investigations .
- Public company board experience (NCSoft) and big-tech corporate legal leadership (Microsoft, Netflix) .
- Judicial background enhances oversight and compliance rigor .
- Education/licensing: LLM Harvard (2008), LL.B Korea University (1996); licensed in Korea and New York .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 65,042; <1% of class (36,063,605 shares outstanding) |
| RSUs Outstanding (Dec 31, 2024) | 65,042; Stock options: none |
| Vested but not settled RSUs | 29,901 |
| Stock Ownership Guidelines | 3× annual Board cash retainer for directors; all applicable directors met guidelines as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited for directors; derivatives/short sales banned |
Insider Trades (Form 4s, most recent)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-11-17 | 2025-11-15 | A (Award) | 3,160 | $0.00 | 97,843 | |
| 2025-07-03 | 2025-07-01 | A (Award) | 45,455 | $0.00 | 94,683 | |
| 2025-06-17 | 2025-06-15 | D (Return to issuer) | 15,814 | $3.84 | 49,228 | |
| 2024-06-18 | 2024-06-15 | A (Award) | 35,141 | $0.00 | 65,042 | |
| 2024-06-04 | 2024-06-01 | D (Return to issuer) | 8,343 | $5.03 | 29,901 |
Governance Assessment
-
Positives
- Independent director with strong legal/regulatory credentials; member of independent Compensation Committee .
- High board and committee attendance (≥92%); full annual meeting attendance in 2024 .
- Stock Ownership Guidelines met; anti-hedging/pledging and NYSE-compliant clawback policy adopted Nov 2023 for executives, reflecting robust governance standards .
- Compensation Committee retains independent advisor (Compensia); reviewed peer group and pay practices .
-
Potential Risk Indicators / RED FLAGS
- Compensation Committee minimum size reduced from three to two directors in April 2024; smaller committee membership may constrain oversight breadth .
- No Lead Director appointed in 2024, which may reduce independent leadership cadence when the Chair is absent .
- Board size of five may limit committee rotation diversity, though attendance and activity levels are strong .
-
Director Pay Alignment
- Equity-heavy mix (~67% in 2024) aligns incentives with shareholder outcomes; RSUs are time-based with clear vesting schedules; no director performance metrics, reducing risk of misaligned short-term incentives .
-
Related Party Exposure
- The proxy does not disclose related-party transactions involving Ms. Chung; Audit Committee oversees related-party reviews, and trading policies restrict hedging/pledging .