Magnachip Semiconductor : 2025 Annual & Proxy Statement

MX

Published on 05/13/2025 at 20:12

To Our Stockholders:

You are invited to attend the Annual Meeting of Stockholders of Magnachip Semiconductor Corporation to be held on June 23, 2025, at 6:00 p.m. Eastern Daylight Time.

We are pleased to announce that this year's Annual Meeting will again be held completely virtually via live interactive webcast on the Internet. You will be able to attend, vote and submit your questions during the meeting at https://www.virtualshareholdermeeting.com/MX2025. We have enclosed the notice of our Annual Meeting of Stockholders, together with this Proxy Statement, a proxy and an envelope for returning the proxy.

You are asked to act upon proposals to:

elect the five director nominees named in the Proxy Statement to our Board of Directors;

conduct an advisory (non-binding) vote on the compensation of our named executive officers as described in this Proxy Statement; and

ratify the appointment of Ernst & Young Han Young as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

Your Board of Directors unanimously recommends that you vote "FOR" each nominee for director that the Board of Directors has selected, "FOR" the approval of the compensation of our named executive officers as described in the Proxy Statement, and "FOR" the appointment of Ernst & Young Han Young as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

Please carefully review the Proxy Statement and then complete and sign your proxy and return it promptly. If you attend the virtual meeting and decide to vote during the meeting, you may withdraw your proxy by voting at the meeting.

Your time and attention to this letter and the accompanying Proxy Statement and proxy are appreciated. Your vote is important. Please take the time to read the enclosed Proxy Statement and cast your vote via proxy or at the Annual Meeting of Stockholders.

Sincerely,

/s/ Young-Joon Kim Young-Joon Kim

Chief Executive Officer

April 29, 2025

The Annual Meeting of Stockholders of Magnachip Semiconductor Corporation, a Delaware corporation, will be held on Thursday, June 23, 2025, at 6:00 p.m. Eastern Daylight Time, via live interactive webcast on the Internet, for the following purposes:

to elect the five director nominees named in the Proxy Statement to our Board of Directors;

to conduct an advisory (non-binding) vote on the compensation of our named executive officers as described in the Proxy Statement;

to ratify the appointment of Ernst & Young Han Young as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and

to transact such other business as may properly come before the meeting.

Holders of record of our common stock at the close of business on Thursday, April 24, 2025, are entitled to vote at the meeting. A list of stockholders entitled to vote will be available for inspection by stockholders of record for any purpose germane to the Annual Meeting during ordinary business hours at our corporate offices located at Magnachip Semiconductor Corporation, c/o Magnachip Semiconductor, Ltd., 15F, 76 Jikji-daero 436beon-gil, Heungdeok-gu, Cheongju-si, Chungcheongbuk-do, Republic of Korea 28581, for a period of ten days immediately prior to the Annual Meeting. If you are a stockholder of record and would like to view this stockholder list, please contact Investor Relations Department at [email protected] and arrangements will be made to review the records in person during the ten days prior to the Annual Meeting.

Additionally, such list of stockholders will be made available for viewing electronically during the Annual Meeting, and instructions to access such list will be available on the date of the Annual Meeting at https://www.virtualshareholdermeeting.com/MX2025.

By Order of the Board of Directors

/s/ Theodore Kim Theodore Kim

Chief Compliance Officer, Executive Vice President, General Counsel and Secretary

April 29, 2025

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https://www.proxyvote.com.

Even if you expect to attend the Annual Meeting, please promptly complete, sign, date and mail the enclosed proxy card. A self-addressed envelope is enclosed for your convenience. No postage is required if mailed in the United States. Alternatively, if you are a holder of record of our common stock on the record date, you may vote your shares electronically either over the internet at https://www.proxyvote.com or by touch-tone telephone at 1-800-690-6903. Stockholders who attend the Annual Meeting may revoke their proxies and vote during the meeting at https://www.virtualshareholdermeeting.com/MX2025 if they so desire.

GENERAL INFORMATION 1

PROPOSAL ONE: ELECTION OF DIRECTORS 5

THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 8

Director Independence 8

Board Meetings 8

Attendance at Annual Meeting 8

Committees 8

Board Leadership Structure 11

Board Role in Risk Oversight 11

Director Orientation and Continuing Education 12

Code of Business Conduct and Ethics 13

Report of the Audit Committee 13

Communications with Directors 14

Corporate Responsibilities and ESG Highlights 14

Human Capital Management 15

2024 Director Compensation 17

Compensation Committee Interlocks and Insider Participation 19

EXECUTIVE COMPENSATION 20

Compensation Discussion and Analysis 20

COMPENSATION COMMITTEE REPORT 35

Summary Compensation Table 36

Grants of Plan-Based Awards Table for Fiscal Year 2024 37

Outstanding Equity Awards at Fiscal Year End 2024 38

Option Exercises and Stock Vested 39

Pension Benefits for the Fiscal Year Ended December 31, 2024 39

Nonqualified Deferred Compensation 40

Potential Payments Upon Termination or Change in Control 40

Equity Compensation Plan Information 46

Equity Compensation Plan Summary 46

Pay Versus Performance 49

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 53

Related Person Transactions Policy 53

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 54

PROPOSAL TWO: ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE

OFFICERS 58

PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025 59

Fees Paid to Independent Registered Public Accounting Firm 60

Policy and Procedure for Approval of Audit and Permitted Non-Audit Services 60

STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING 61

SOLICITATION OF PROXIES 61

OTHER MATTERS 62

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Disclaimer

MagnaChip Semiconductor Corporation published this content on May 14, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 14, 2025 at 00:11 UTC.