Magnachip Semiconductor : 2022 Annual & Proxy Statement

c/o MagnaChip Semiconductor S.A.

1, Allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg

To Our Stockholders:

You are invited to attend the Annual Meeting of Stockholders of Magnachip Semiconductor Corporation to be held on April 21, 2022, at 8:00 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 atwww.virtualshareholdermeeting.com/MX2022. We have enclosed the notice of our Annual Meeting of Stockholders, together with a proxy statement, a proxy and an envelope for returning the proxy.

You are asked to act upon proposals to:

• (1) elect the six director nominees named in the proxy statement to our Board of Directors;

• (2) conduct an advisory (non-binding) vote on the compensation of our named executive officers as described in the proxy statement; and

• (3) ratify the appointment of Samil PricewaterhouseCoopers as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

Your Board of Directors unanimously recommends that you vote "FOR" each nominee for director that the Board has selected, "FOR" the approval of the compensation of our named executive officers as described in the proxy statement, and "FOR" the appointment of Samil PricewaterhouseCoopers as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

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/ Camillo Martino	/s/ Young-Joon Kim
Camillo Martino	Young-Joon Kim
Chairman of the Board	Chief Executive Officer
March 21, 2022

Magnachip Semiconductor Corporation c/o MagnaChip Semiconductor S.A.

1, Allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

April 21, 2022

The Annual Meeting of Stockholders of Magnachip Semiconductor Corporation, a Delaware corporation, will be held on Thursday, April 21, 2022, at 8:00 p.m. Eastern Daylight Time, via live interactive webcast on the Internet, for the following purposes:

• (1) to elect the six director nominees named in the proxy statement to our Board of Directors;

• (2) to conduct an advisory (non-binding) vote on the compensation of our named executive officers as described in the proxy statement;

• (3) to ratify the appointment of Samil PricewaterhouseCoopers as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and

(4) 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 Tuesday, March 15, 2022, 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 S.A., 1, Allée Scheffer, L-2520, Luxembourg, Grand Duchy of Luxembourg, for ten days 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 [e-mail] 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 atwww.virtualshareholdermeeting.com/MX2022.

By Order of the Board of Directors /s/ Theodore Kim

Theodore Kim

Executive Vice President, General Counsel, Chief

Compliance Officer and Secretary

March 21, 2022

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Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to Be Held on April 21, 2022

The 2022 Proxy Statement and 2021 Annual Report are available, free of charge, athttp://www.proxyvote.com.

Magnachip Semiconductor Corporation's Annual Report for the year ended December 31, 2021 is being mailed to stockholders concurrently with the 2022 Proxy Statement. The Annual Report contains financial and other information about Magnachip Semiconductor Corporation, but is not incorporated into the Proxy Statement and is not deemed to be a part of the proxy soliciting materials.

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 athttp://www.proxyvote.comor by touch-tone telephone at 1-800-690-6903. Stockholders who attend the Annual Meeting may revoke their proxies and vote during the meeting atwww.virtualshareholdermeeting.com/MX2022 if they so desire.

TABLE OF CONTENTS

Page

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

PROPOSALONE:ELECTIONOFDIRECTORS ............................................. 5

THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

DirectorIndependence ............................................................... 8

Board Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Attendance at Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

BoardLeadershipStructure ........................................................... 11

Board Role in Risk Oversight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Director Orientation and Continuing Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

CodeofBusinessConductandEthics ................................................... 12

ReportoftheAuditCommittee ........................................................ 12

Communications with Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

2021DirectorCompensation .......................................................... 13

Compensation Committee Interlocks and Insider Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

EXECUTIVECOMPENSATION .......................................................... 17

Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

COMPENSATIONCOMMITTEEREPORT ................................................. 29

SummaryCompensationTable ........................................................ 30

GrantsofPlan-BasedAwardsTableforFiscalYear2021 ................................... 31

OutstandingEquityAwardsatFiscalYearEnd2021 ....................................... 33

OptionExercisesandStockVested ..................................................... 34

Pension Benefits for the Fiscal Year Ended December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

NonqualifiedDeferredCompensation ................................................... 35

Potential Payments Upon Termination or Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

EquityCompensationPlanInformation .................................................. 41

Equity Compensation Plan Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

RelatedPersonTransactionsPolicy ..................................................... 45

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . . . 46 PROPOSAL TWO: ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE

OFFICERS .......................................................................... 50 PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022 . . . . . . . . 51

Fees Paid to Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

Policy and Procedure for Approval of Audit and Permitted Non-Audit Services . . . . . . . . . . . . . . . . . . 51

STOCKHOLDERPROPOSALSFOR2023ANNUALMEETING ............................... 52

SOLICITATIONOFPROXIES ........................................................... 52

OTHERMATTERS .................................................................... 53

Magnachip Semiconductor Corporation c/o MagnaChip Semiconductor S.A.

1, Allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 21, 2022

GENERAL INFORMATION

Why am I receiving these materials?

We sent you these proxy materials because the Board of Directors (the "Board") of Magnachip Semiconductor

Corporation (the "Company," "Magnachip," "we," "us," and "our") is soliciting your proxy to vote at the 2022 Annual Meeting of Stockholders (the "Annual Meeting") and at any postponements or adjournments of the Annual Meeting. The Annual Meeting will be held virtually via live interactive webcast on the Internet on April 21, 2022, at 8:00 p.m. Eastern Daylight Time. If you held shares of our Common Stock on March 15, 2022 (the "Record Date"), you are invited to attend the Annual Meeting atwww.virtualshareholdermeeting.com/MX2022 and vote on the proposals described below under the heading "What am I voting on?" However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may complete, sign, date, and return the enclosed proxy card. You may also vote over the Internet or by telephone.

The Notice of Annual Meeting of Stockholders, Proxy Statement, the enclosed proxy card, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are being mailed to stockholders commencing on or about March 22, 2022.

What am I voting on?

There are three proposals scheduled to be voted on at the Annual Meeting:

1. Election of the six director nominees specified in this Proxy Statement to serve until the 2023 Annual Meeting of Stockholders and until their respective successors are elected and qualified;

• 2. Approval on an advisory (non-binding) basis of the compensation of our named executive officers as described in this Proxy Statement; and

• 3. Ratification of the appointment of Samil PricewaterhouseCoopers as our independent registered public

• accountants for the fiscal year ending December 31, 2022.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares:

"FOR" the election of each of the six director nominees named in this Proxy Statement to hold office until the 2023 Annual Meeting of Stockholders and until their respective successors are elected and qualified;

"FOR" the approval on an advisory (non-binding) basis of the compensation of the named executive officers as described in this Proxy Statement; and

"FOR" the ratification of the appointment of Samil PricewaterhouseCoopers as our independent registered public accountants for the fiscal year ending December 31, 2022.

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