(3)
|
Calculated assuming benefits for the applicable period will have the same dollar value as corresponding 2018
benefits.
|
(4)
|
Represents housing expenses for Mr. TJ Lees housing lease.
|
(5)
|
Same as the amount of Note (4).
|
On January 9, 2019, Mr. TJ Lee entered into a separation agreement (the Separation Agreement) with the Company and the
Companys Korean subsidiary MagnaChip Semiconductor, Ltd. (MSK). The Separation Agreement provides for a separation payment of an aggregate of KRW 350,000,000 to be paid in two installments of KRW 175,000,000 each
(provided that, if a change of control of the Company occurs within three months of the Resignation Date, the second installment will be KRW 525,000,000) with the first installment to be paid within 14 days of the Resignation Date and the
second installment to be paid on the first anniversary of the Resignation Date, with each payment contingent on Mr. TJ Lees compliance with the terms and conditions of the Separation Agreement (the Separation Payment). The
Separation Payment will be made in lieu of the base-salary based cash severance payment under the Severance Agreement, dated November 3, 2015, among Mr. TJ Lee, MSK and the Company.
CEO Pay Ratio
For the 2018 fiscal
year, the ratio of the annual total compensation of Young Joon Kim, our Chief Executive Officer (CEO Compensation), to the median of the annual total compensation of all of our employees other than our Chief Executive Officer
(Median Annual Compensation) was 40.6 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation
S-K
using the data and assumptions summarized below.
In this summary, we refer to the employee who received such Median Annual Compensation as the Median Employee. For purposes of this disclosure, the date used to identify the Median Employee was December 31, 2018 (the
Determination Date).
CEO Compensation for purposes of this disclosure represents the total compensation reported for
Mr. YJ Kim under Summary Compensation Table, which was $2,945,061 for the 2018 fiscal year. For purposes of this disclosure, Median Annual Compensation was $69,484, and was calculated by totaling for our Median Employee all
applicable elements of compensation for the 2018 fiscal year in accordance with Item 402(c)(2)(x) of Regulation
S-K.
To identify the Median Employee, we first determined our employee population as of the Determination Date. We had 2,511 employees,
representing all full-time, part-time, seasonal and temporary employees of us and our consolidated subsidiaries as of the Determination Date, but excluding Mr. YJ Kim, and as permitted by applicable SEC rules, (i) any independent
contractors or leased workers and (ii) all of our employees located in China (19), Taiwan (10), Japan (3), and Germany (3). We then measured compensation for the period beginning on January 1, 2018 and ending on
December 31, 2018 for these employees. This compensation measurement was calculated by totaling, for each employee, total cash compensation paid (including salary, wages, tips, cash bonuses and other cash compensation paid in 2018) as shown in
our payroll and human resources records for 2018. A portion of our employee workforce (full-time and part-time) worked for less than the full fiscal year due to commencing employment after the beginning of the fiscal year. In determining the Median
Employee, we annualized the compensation for such individuals.
Equity Compensation Plan Information
The following table provides information as of December 31, 2018, regarding securities authorized for issuance under the Companys
compensation plans. The Companys compensation plans include the 2009 Plan, the 2011 Plan, and the Purchase Plan. The numbers in the following table do not include options or shares that may be added to the issuable amounts under the 2011 Plan
or the Purchase Plan, respectively, after December 31, 2018, in accordance with the terms of the respective plans.
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