Explanatory Note
On August 11, 2025, Magnachip Semiconductor Corporation (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report that it appointed Camillo Martino to serve as the Company’s Interim Chief Executive Officer on August 11, 2025. This Amendment No. 1 on Form 8-K/A is being filed to supplement the disclosures contained in Item 5.02 of the Original Form 8-K, including the entry into (i) a Consulting Agreement by and between the Company and Mr. Martino and (ii) an Executive Service Agreement by and between Magnachip Semiconductor, Ltd. (“MSK”), the Korean operating subsidiary of the Company, and Mr. Martino, and to file such Consulting Agreement and Executive Service Agreement as Exhibit 10.1 and 10.2, respectively, hereto. The remainder of the Original Form 8-K is unchanged.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Company’s previously-announced Interim Chief Executive Officer appointment, Camillo Martino entered into a Consulting Agreement, dated as of September 30, 2025 (the “Consulting Agreement”), and an Executive Service Agreement, dated as of September 30, 2025 (the “Executive Service Agreement”). The Consulting Agreement was executed by the Company, and the Executive Service Agreement was executed by MSK.
Consulting Agreement
Pursuant to the Consulting Agreement, and in consideration of his Services (as such term is defined in the Consulting Agreement) during the Term (as such term is defined in the Consulting Agreement), Mr. Martino will be entitled to cash compensation from the Company in the amount of $387,504 per annum, payable in monthly installments. Mr. Martino has also been granted 105,484 restricted stock units (“RSUs”) of the Company. The RSUs granted to Mr. Martino will vest in full on the earliest of: (i) August 11, 2026 or (ii) a Change of Control (as defined in the Plan), and were granted in accordance with the Company’s Equity Award Grant Policy and subject to the terms and conditions of the Company’s 2020 Equity and Incentive Compensation Plan (as amended from time to time, the “Plan”) and the restricted stock unit award agreement provided to Mr. Martino by the Company. The Consulting Agreement contains customary confidentiality and assignment of inventions provisions.
The Consulting Agreement does not affect Mr. Martino’s status, legal obligations, or authority as a director or Chairman of the Board of Directors of the Company (the “Board”); provided, however, that Mr. Martino will not be entitled to receive any compensation under the Company’s Director Compensation Policy during the Term.
The Consulting Agreement may be terminated by either Mr. Martino or the Company at any time upon 30 calendar days’ prior written notice to the other party; provided, however, that the Board may terminate the Consulting Agreement immediately, without notice, upon payment to Mr. Martino of an amount equal to the fees that would have accrued during such 30-day notice period.
Executive Service Agreement
Pursuant to the Executive Service Agreement, Mr. Martino was appointed as MSK’s Representative Director effective August 12, 2025, to fill the vacancy created by the resignation of the former CEO, Mr. YJ Kim. In connection of his Services (as such term is defined in the Executive Service Agreement), his compensation as MSK’s Representative Director shall become payable commencing on the later of (i) November 1, 2025, and (ii) the date on which the Korean immigration authorities grant the necessary work permit approval, and shall continue the earlier of (x) August 10, 2026, and (y) the date a new Representative
