MAGNACHIP SEMICONDUCTOR Corp 8-K, filed Apr 30, 2025
MAGNACHIP SEMICONDUCTOR Corp (MX)
About this 8-K
MAGNACHIP SEMICONDUCTOR Corp filed this 8-K on April 30, 2025, reporting on events of April 28, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Pursuant to a letter agreement (the “Kim Letter Agreement”) entered into as of April 28, 2025, Young-Joon (YJ) Kim, the Company’s Chief Executive Officer (“CEO”), agreed to reduce his annual base salary by 20% (the “CEO Salary Reduction”), effective beginning April 1, 2025. The CEO Salary Reduction will remain in effect until such time as the “operating income” line on the consolidated financial statements of the Company is greater than zero for any two consecutive fiscal quarters. Upon achieving such result, Mr. Kim’s annual base salary will return to the amount immediately prior to the reduction (the “CEO Original Base Salary”), effective as of the first day of the fiscal quarter immediately following such two consecutive fiscal quarters. Upon the occurrence of a change of control (regardless of whether accompanied by termination), Mr. Kim’s annual base salary will immediately return to the CEO Original Base Salary. Furthermore, the CEO Original Base Salary will be used for the calculation of (a) any statutory severance or pension benefits that Mr. Kim may be entitled to receive, (b) cash severance payments that he may be entitled to receive pursuant to his employment agreement and (c) the annual cash bonus, if any.
Effective as of April 28, 2025, the Company entered into an Amended and Restated Executive Service Agreement with Shin Young Park, the Company’s Chief Financial Officer (“CFO”) (the “Amended and Restated Park Service Agreement”). The Amended and Restated Park Service Agreement increases Ms. Park’s annual base salary from $350,000 to $360,000 effective as of April 1, 2025 and confirms her current annual cash bonus opportunity of 75% of her annual base salary. Additionally, the Amended and Restated Park Service Agreement confirms that, if Ms. Park’s engagement is terminated without cause or Ms. Park terminates her engagement with good reason, in each case, either (x) during a period of time when the Company is party to a definitive corporate transaction agreement, the consummation of which would result in a change in control, or (y) within 18 months following a change in control, and the date of such termination occurs after June 30 of the calendar year of such termination, then Ms. Park’s severance amount shall include an additional amount equal to an additional month of base salary for each month that has passed since July 1 through such date of termination. The Amended and Restated Park Service Agreement also confirms her agreement to the clawback provisions set forth in the Company’s current Compensation Recovery Policy.
Similar to the CEO Salary Reduction described above and immediately after the execution of the Amended and Restated Park Service Agreement, pursuant to a letter agreement (the “Park Letter Agreement”) entered into as of April 28, 2025, Ms. Park agreed to reduce her annual base salary by 10% (the “CFO Salary Reduction”), effective beginning April 1, 2025. The CFO Salary Reduction will remain in effect until such time as the “operating income” line on the consolidated financial statements of the Company is greater than zero for any two consecutive fiscal quarters. Upon achieving such result, Ms. Park’s annual base salary will return to the amount immediately prior to the reduction (the “CFO Original Base Salary”), effective as of the first day of the fiscal quarter immediately following such two consecutive fiscal quarters. Upon the occurrence of a change of control (regardless of whether accompanied by termination), Ms. Park’s annual base salary will immediately return to the CFO Original Base Salary. Furthermore, the CFO Original Base Salary will be used for the calculation of (a) any statutory severance or pension benefits that Ms. Park may be entitled to receive, (b) cash severance payments that she may be entitled to receive pursuant to the Amended and Restated Park Service Agreement and (c) the annual cash bonus, if any.
The foregoing descriptions of the Kim Letter Agreement, the Amended and Restated Park Service Agreement and the Park Letter Agreement are qualified in their entirety by reference to the full text of such agreements, which the Company expects to file with its next Quarterly Report on Form 10-Q.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 30, 2025 | MAGNACHIP SEMICONDUCTOR CORPORATION | |||||
| By: | /s/ Theodore Kim | |||||
| Name: | Theodore Kim | |||||
| Title: | Chief Compliance Officer, General Counsel and Secretary | |||||