DEF 14A of Coupang, Inc.
Filed Apr 26, 2024 · FY20230001140361-24-022419
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS The nominating and corporate governance committee of the Board (the “Nominating and Corporate Governance Committee”) identifies, evaluates, and recommends nominees for directors to serve on the Board consistent with the criteria approved by the Board, including consideration of the potential conflicts of interest, director independence, diversity, and other relevant requirements. In doing so, our Nominating and Corporate Governance Committee seeks to assemble a board of directors that, as a group, can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of background and experience in various areas. To that end, the committee has identified and evaluated nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment, and other qualities deemed critical to effective functioning of the Board. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has considered and nominated the seven directors listed below for re-election to the Board at the Annual Meeting. The directors elected at the Annual Meeting will hold office until our annual meeting of stockholders to be held in 2025 after the end of our fiscal year ending December 31, 2024 (the “2025 Annual Meeting of Stockholders”) and until their successors are duly elected and qualified. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. In the event these nominees should become unavailable to serve due to any presently unforeseen reason, proxies will be voted for a substitute as designated by the Board, or alternatively, the Board may leave a vacancy on the Board or reduce the size of the Board. Nominees for Election to the Board of Directors The Board of Directors The biographies of each of our director nominees are included below. Each of the biographies highlights specific experience, qualifications, attributes, and skills that led us to conclude that such person should serve as a member of the Board. We believe that, as a whole, the Board possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight. No director or executive officer is related by blood, marriage, or adoption to any other director or executive officer. No arrangements or understandings exist between any director and any other person pursuant to which such person was selected as a director or nominee. Director Biographies
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| | Bom Kim Chief Executive Officer and Chair of the Board | | | Age 45 Director Since 2010 Committee Memberships None | | Bom Kim founded our company and has served as our Chief Executive Officer and as a Chairman of the Board since May 2010. Mr. Kim attended Harvard University, earning an A.B. degree in Government. Skills and Qualifications We believe Mr. Kim is qualified to serve on the Board because of his extensive experience building and leading our business and his insight into our technology as our Founder and Chief Executive Officer. | |
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| | Neil Mehta Lead Independent Director | | | Age 39 Director Since 2010 Committee Memberships Compensation (Chair); Nominating and Corporate Governance | | Neil Mehta has served as a member of the Board since December 2010. Mr. Mehta founded Greenoaks Capital Partners LLC (“Greenoaks”), an investment firm, and has served as a Managing Director since April 2014. Prior to Greenoaks, Mr. Mehta was a Senior Investment Professional for special situations investments in India, the Middle East, and Southeast Asia for Orient Property Group Ltd., a Hong Kong-based investment firm financed by a fund managed by D.E. Shaw & Co., L.P., from October 2007 to November 2009. Mr. Mehta also previously worked for Kayne Anderson Capital Advisors, an alternative investment firm, where he invested in private companies in the general business and technology sector. Mr. Mehta earned a BSc in Government from The London School of Economics and Political Science. Skills and Qualifications We believe Mr. Mehta is qualified to serve as a member of the Board because of his operational experience in the technology industry and extensive knowledge of high-growth companies. | |
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| | Jason Child | | | Age 55 Director Since 2022 Committee Memberships Audit | | Jason Child has served as a member of the Board since April 2022. Mr. Child has served as Executive Vice President and Chief Financial Officer of Arm Holdings plc, a technology company that provides processor designs and software platforms, since November 2022. Prior to joining Arm, Mr. Child served as Chief Financial Officer at various global companies, including as Senior Vice President and Chief Financial Officer of Splunk Inc., a technology company specializing in security and observability, from 2019 to 2022 and as Chief Financial Officer at Opendoor Technologies Inc., an online real estate company, from 2017 to 2019, as well as AliphCom, Inc. (d/b/a Jawbone), a consumer technology and wearable device company, and Groupon, Inc., a global e-commerce marketplace. He holds a B.A. from the Foster School of Business at the University of Washington, where he currently serves on its Global Advisory Board. Skills and Qualifications We believe Mr. Child is qualified to serve as a member of the Board because of his extensive background in global finance and strategy, accounting, capital markets and treasury, and investor relations matters, including his extensive experience in scaling disruptive technologies within enterprise software and software-as-a-service industries, e-commerce, and local commerce. | |
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| | Pedro Franceschi | | | Age 27 Director Since 2022 Committee Memberships Compensation | | Pedro Franceschi has served as a member of the Board since March 2022. Mr. Franceschi is Co-Founder & Co-Chief Executive Officer of Brex, a company reimagining financial systems for fast-growing businesses. Launched in 2018 as the corporate card for startups, Brex now serves tens of thousands of companies through its expanded portfolio of financial services and software to help all fast-growing companies reach their full potential. Prior to launching Brex, Mr. Franceschi co-founded the payment company Pagar.me, a payment processor system, which was acquired by StoneCo Ltd., one of the largest payments companies in Brazil. At age 14, Mr. Franceschi built a popular window manager for Apple’s iPad allowing users to manage multiple applications simultaneously-a process previously impossible. At the age of 12, Mr. Franceschi was the first person to build software to make Apple’s Siri virtual assistant speak in Portuguese. Mr. Franceschi has served as a director of StoneCo Ltd. since May 2021. Skills and Qualifications We believe Mr. Franceschi is qualified to serve as a member of the Board because of his extensive experience creating and leading technology companies. | |
PROPOSAL 1: ELECTION OF DIRECTORS
| | Benjamin Sun | | | Age 50 Director Since 2010 Committee Memberships Audit, Compensation, Nominating and Corporate Governance | | Benjamin Sun has served on the Board since July 2010. Mr. Sun has been General Partner and co-founder of Primary Venture Partners, an early-stage venture capital fund, since 2013. Mr. Sun also co-founded LaunchTime LLC (“LaunchTime”) in January 2010, which invests in early-stage companies, and currently serves as a Partner. Previously, Mr. Sun served as President and Chief Executive Officer of Community Connect Inc., a leading online publisher, from October 1996 to December 2008 (Community Connect Inc. was acquired by Radio Once, Inc. in 2008). Mr. Sun began his financial career in Investment Banking at Merrill Lynch. Mr. Sun earned a B.A. degree in Economics from the University of Michigan in 1995. Skills and Qualifications We believe Mr. Sun is qualified to serve as a member of the Board because of his extensive experience working with technology companies. | |
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| | Ambereen Toubassy | | | Age 51 Director Since 2023 Committee Memberships Audit | | Ambereen Toubassy has served as a member of the Board since March 2023. Ms. Toubassy has served as Chief Financial Officer of Airtable, a cloud-based software company, since January 2021. Prior to joining Airtable, Ms. Toubassy served as Chief Financial Officer of Quibi, a mobile media startup, from September 2018 to November 2020 and as Chief Financial Officer and Partner of WndrCo, a media and technology holding company, from May 2017 to September 2018. Her career spans multiple investing roles as partner and portfolio manager at JMB Capital, Ivory Capital Management, and Empyrean Capital Partners. Ms. Toubassy began her career at Goldman Sachs and worked in the Risk Arbitrage, M&A, and Software banking groups of Goldman Sachs. Ms. Toubassy holds a B.A. in Economics from Yale University and an MBA from Stanford University Graduate School of Business. Skills and Qualifications We believe Ms. Toubassy is qualified to serve as a member of the Board because of her extensive background in finance and accounting matters at technology companies. | |
PROPOSAL 1: ELECTION OF DIRECTORS
| | Kevin Warsh | | | Age 54 Director Since 2019 Committee Memberships Compensation, Nominating and Corporate Governance (Chair) | | Kevin Warsh has served as a member of the Board since October 2019. Since April 2011, he has served as the Shepard Family Distinguished Visiting Fellow in Economics at the Hoover Institution and lecturer at the Stanford Graduate School of Business. He has served on the board of directors of United Parcel Service, a multinational package delivery and supply chain management company, since July 2012. Governor Warsh is a member of the Group of Thirty and the Panel of Economic Advisers of the Congressional Budget Office, and Governor Warsh advises Duquesne Family Office LLC. Governor Warsh served as a member of the Board of Governors of the Federal Reserve System from 2006 until 2011. From 2002 until 2006, Governor Warsh served as Special Assistant to the President for Economic Policy and Executive Secretary of the White House National Economic Council. Previously, Governor Warsh was a member of the Mergers & Acquisitions department at Morgan Stanley & Co. in New York, serving as Vice President and Executive Director. Governor Warsh received his A.B. from Stanford University, and J.D. from Harvard Law School. Skills and Qualifications We believe Mr. Warsh is qualified to serve on the Board because of his extensive experience in economics, finance, and corporate governance. | |
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The Board of Directors and Certain Governance Matters Director Independence and Independence Determinations Our Corporate Governance Guidelines (“Corporate Governance Guidelines”) provide that the Board will consist of a majority of independent directors. Under our Corporate Governance Guidelines and the rules and regulations of the New York Stock Exchange (the “NYSE”), on which our Class A common stock is traded, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with us or any of our subsidiaries. Our Corporate Governance Guidelines provide that, to determine independence, the Board will consider the definition of independence in the applicable listing standards, which includes definition of an “independent” director in accordance with Section 303A.02 of the NYSE’s Listed Company Manual, and other factors that will contribute to effective oversight and decision making. In addition, members of the Audit Committee and Compensation Committee are subject to the additional independence requirements of applicable SEC rules and NYSE listing standards. The Nominating and Corporate Governance Committee undertook its annual review of director independence and made a recommendation to the Board regarding director independence. As a result of this review, the Board affirmatively determined that Ms. Toubassy and Messrs. Child, Franceschi, Mehta, Sun, and Warsh are independent for purposes of applicable NYSE standards, including with respect to any applicable committee service. In addition, the Board determined that Harry You, who left the Board in June 2023, was independent during the period in 2023 he served on the Board. In addition, the Board has determined that each of Ms. Toubassy and Messrs. Child and Sun is “independent” for purposes of service on the Audit Committee in accordance with Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that each of Messrs. Mehta, Franceschi, Sun, and Warsh is “independent” for purposes of service on the Compensation Committee in accordance with Section 10C(a)(3) of the Exchange Act. In assessing directors’ independence, the Board considered certain transactions, relationships, and arrangements involving some of the directors, including those described in the subsection titled “Certain Related Person Transactions” of this Proxy Statement, and concluded that such transactions, relationships, and arrangements, did not impair the independence of the director. Additionally, the Board considered that during 2023, Mr. Child was employed by organizations that did business with Coupang. The amount received by Coupang or such other organization in each of the last three fiscal years did not exceed the greater of $1 million or 1% of either Coupang’s or such organization’s consolidated gross revenues. Board Structure Our bylaws and Corporate Governance Guidelines provide that the Chair of the Board shall be appointed by the Board and that the positions of Chief Executive Officer and the Chair of the Board may be held by the same person. Our Corporate Governance Guidelines further provide that in the event a non-independent director is serving as the Chair of the Board, the Board may designate a lead independent director, whose responsibilities shall include:
PROPOSAL 1: ELECTION OF DIRECTORS
| ● | working with the Chief Executive Officer to develop Board meeting schedules and agendas; |
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| ● | providing the Chief Executive Officer with feedback on the quality, quantity, and timeliness of the information provided to the Board; |
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| ● | developing the agenda for and moderating executive sessions of the independent members of the Board; |
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| ● | presiding over the Board meetings (when the Chair is not present); |
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| ● | acting as principal liaison between the independent members of the Board and the Chief Executive Officer; |
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| ● | convening meetings of the independent directors as appropriate; |
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| ● | if requested and appropriate, being available for consultation with major stockholders; and |
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| ● | performing such other duties as the Board may determine from time to time. |
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Currently, Mr. Bom Kim, our founder and Chief Executive Officer, also holds the Chair of the Board position, and Mr. Neil Mehta has served as Lead Independent Director of the Board since our initial public offering (our “IPO”). The Board believes that the combined role of the Chair and Chief Executive Officer positions is appropriate and in the best interests of the Company and our stockholders, given Mr. Kim’s role in founding Coupang, the depth and breadth of his insight into our business, vision, and industry. Further, the Board believes that this Board leadership structure is effective and improves the Board’s ability to focus on key policy and operational issues and helps us operate in the long-term interests of our stockholders. Executive Sessions Mr. Kim, as Chief Executive Officer and Chair of the Board, is currently the only employee member of the Board. To promote open discussion among the non-management directors, and as required under applicable NYSE rules and our Corporate Governance Guidelines, non-management directors of the Board meet at regularly scheduled executive sessions (without members of management present), and Mr. Mehta, our lead independent director, presides over all such executive sessions. Meetings of the Board of Directors and Attendance Our Corporate Governance Guidelines provide that all members of the Board are expected to prepare for, attend, and participate in all meetings of the Board and committees on which they serve. During 2023, the Board met five times. No member of the Board attended fewer than 75% of the aggregate of the total number of meetings of the Board (held during the period for which he or she was a director) and the total number of meetings held by all committees of the Board on which such director served (held during the period that such director served). Members of the Board are encouraged to attend annual meetings of stockholders; however, we do not have a formal policy regarding board members’ attendance at annual meetings of stockholders. Six of our directors then serving on the Board attended the 2023 Annual Meeting of Stockholders. Committees of the Board of Directors The Board has established three standing committees thereof—the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee—each of which operates under a charter that has been approved by the Board. Current copies of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee charters are posted on the “Governance” section of the Investor Relations page of our website at ir.aboutcoupang.com. In 2023, the Audit Committee held eight meetings, the Compensation Committee held four meetings, and the Nominating and Corporate Governance Committee held four meetings. Audit Committee
PROPOSAL 1: ELECTION OF DIRECTORS
| Primary Responsibilities We have adopted a committee charter that details the primary responsibilities of the Audit Committee, including: ● overseeing our accounting and financial reporting processes, systems of internal control, financial statement audits, and the integrity of our financial statements; ● evaluating and determining whether to retain the independent registered public accounting firm to audit our consolidated financial statements; ● assessing the qualifications, performance, and independence of the independent registered public accounting firm; ● reviewing the results of the audit with management and the independent registered public accounting firm, as well as our annual audited and quarterly financial statements, including management’s discussion and analysis of financial condition and results of operations and risk factors; ● overseeing procedures for receiving, retaining, and investigating complaints received by us regarding accounting, internal accounting controls, or auditing matters, and confidential and anonymous submissions by employees concerning questionable accounting or auditing matters; ● conferring with management and the independent registered public accounting firm concerning the scope, design, adequacy, and effectiveness of internal control over financial reporting and our disclosure controls and procedures; ● reviewing and approving related party transactions, in accordance with our policies; ● approving or, as permitted, pre-approving all audit and permissible non-audit related services and fees that the independent registered public accounting firm provide to us; and ● overseeing the activities of our internal audit function. Financial Expertise and Independence All members of the Audit Committee are “independent” in accordance with the NYSE listing standards and SEC rules applicable to boards of directors in general and audit committee members in particular. The Board has determined that Ms. Toubassy and Mr. Child each qualify as an “audit committee financial expert” as defined by the applicable SEC rules and that each member of the Audit Committee is “financially literate” within the meaning of the NYSE listing standards. Report The Report of the Audit Committee is set forth beginning on page 24 of this Proxy Statement. | Current Committee Members Jason Child (Chair) Benjamin Sun Ambereen Toubassy |
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Compensation Committee
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| Primary Responsibilities We have adopted a committee charter that details the primary responsibilities of the Compensation Committee, including: ● reviewing, overseeing, and approving (or making recommendations to the Board for approval of) our overall executive compensation strategy and policies; ● reviewing and approving the compensation, individual and corporate performance goals and objectives, and other terms of employment of our executive officers; ● reviewing and approving (or making recommendations to the Board for approval of) the type and amount of compensation to be paid or awarded to Board members; ● reviewing our practices and policies of employee compensation as they relate to risk management and risk-taking incentives; ● administering our equity awards, pension, and profit sharing plans, bonus plans, benefit plans, and other similar programs; and ● periodically discussing with management and overseeing as it deems appropriate the development, implementation, and effectiveness of our policies and strategies relating to our human capital management function, including but not limited to those policies and strategies regarding recruiting, retention, career development and progression, diversity and inclusion, and employment practices. Independence All members of the Compensation Committee are “independent” in accordance with NYSE listing standards and SEC rules applicable to boards of directors in general and compensation committees in particular. In addition, each of Messrs. Franceschi and Sun qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. Delegation Authority Under the charter of the Compensation Committee, the Compensation Committee may form and delegate authority to one or more subcommittees, consisting of one or more members of the Board (whether or not he, she, or they are on the Compensation Committee) for any purpose that the Committee deems appropriate, including (a) a subcommittee consisting of a single member, and (b) a subcommittee consisting of at least two members, each of whom qualifies as a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act. Pursuant to this delegation authority, the Compensation Committee has formed a subcommittee thereof, named “Section 16 Equity Committee,” for the purpose of granting equity awards under our compensation plans in accordance with Rule 16b-3 under the Exchange Act, consisting of Messrs. Franceschi and Sun, each of whom qualifies as a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act. Compensation Committee Interlocks and Insider Participation None of the directors who are currently or who were members of our Compensation Committee during 2023 are either currently, or have been at any time, one of our officers or employees. None of our executive officers currently serves, or served during 2023, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board or Compensation Committee. See the section titled "Certain Relationships and Related Person Transactions" for information about related party transactions involving members of our Compensation Committee or their affiliates. Role of Executive Officers and Compensation Consultant See page 34 of this Proxy Statement for a discussion of the role of our executive officers and compensation consultant in determining executive compensation. Report The Report of the Compensation Committee is set forth beginning on page 41 of this Proxy Statement. | Current Committee Members Neil Mehta (Chair) Pedro Franceschi Benjamin Sun Kevin Warsh |
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Nominating and Corporate Governance Committee
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| Primary Responsibilities We have adopted a committee charter that details the primary responsibilities of the Nominating and Corporate Governance Committee, including: ● helping the Board oversee our corporate governance functions; ● advising the Board on corporate governance matters; ● identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on the Board; ● considering and making recommendations to the Board regarding the composition and Chair position of the committees of the Board; ● reviewing and making recommendations to the Board regarding our corporate governance guidelines and related policies and procedures; ● periodically reviewing the performance of the Board, including Board committees; and ● periodically reviewing the processes and procedures used by us to provide information to the Board and its committees. Independence All members of the Nominating and Corporate Governance Committee are “independent” in accordance with NYSE listing standards. | Current Committee Members Kevin Warsh (Chair) Neil Mehta Benjamin Sun |
PROPOSAL 1: ELECTION OF DIRECTORS
Director Nomination Process and Qualifications We believe that an effective board should be made up of individuals who collectively provide an appropriate balance of diverse professional and personal backgrounds and perspectives and who have a range of skills and expertise sufficient to provide guidance and oversight with respect to our strategy and operations. The Board and the Nominating and Corporate Governance Committee seek individuals with backgrounds and qualities that, when combined with those of our other directors, enhance the Board’s effectiveness and result in the Board having a balance of knowledge, experience, and capability. In assessing potential candidates, the Board and the Nominating and Corporate Governance Committee will consider, among other factors, whether the candidate:
PROPOSAL 1: ELECTION OF DIRECTORS
| ● | possesses relevant expertise to offer advice and guidance to management; |
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| ● | has sufficient time to devote to the affairs of the Company; |
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| ● | demonstrates excellence in his or her field; |
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| ● | has the ability to exercise sound business judgment; and |
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| ● | is committed to represent the long-term interests of our stockholders. |
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Moreover, the Board and the Nominating and Corporate Governance Committee will carefully consider diversity, broadly defined, in the board composition and, when assessing potential candidates, will take into account a candidate’s diversity and status as a member of an underrepresented community. The Board will assess its effectiveness in this regard as part of the annual board evaluation process. In addition, our Corporate Governance Guidelines also require that to be qualified to serve as a director, a candidate must possess the highest personal integrity and ethics, possess the ability to read and understand basic financial statements, and be older than 21 years of age. The Nominating and Corporate Governance Committee considers the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, or the Nominating and Corporate Governance Committee and the Board determine to increase the size of the Board, the Nominating and Corporate Governance Committee considers potential director candidates using the criteria set forth above. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current Board members, members of management, professional search firms, stockholders, or other persons. The Nominating and Corporate Governance Committee is responsible for conducting appropriate inquiries into the backgrounds and qualifications of potential director candidates and evaluating their suitability for service on the Board. The Nominating and Corporate Governance Committee will evaluate director candidates recommended by stockholders in the same manner in which the Nominating and Corporate Governance Committee evaluates any other director candidate. Any recommendation submitted to the General Counsel and Chief Administrative Officer should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation but must include information that would be required under the “advance notice” provisions of our bylaws and rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the General Counsel and Chief Administrative Officer of the Company at c/o Coupang, Inc., 720 Olive Way, Suite 600, Seattle, Washington 98101, U.S.A. All recommendations for nomination received by the General Counsel and Chief Administrative Officer that satisfy our “advance notice” bylaw requirements relating to such director nominations will be presented to the Board for its consideration. Stockholders must also satisfy the notification, timeliness, consent, and information requirements set forth in our bylaws. These requirements are also described under the section entitled “Stockholder Proposals for the 2025 Annual Meeting of Stockholders.” Corporate Governance Documents Complete copies of our Corporate Governance Guidelines and Committee charters are available on the Investor Relations page of our website at ir.aboutcoupang.com. Code of Business Conduct and Ethics Our Code of Business Conduct and Ethics is available on the Investor Relations page of our website at ir.aboutcoupang.com. If we ever were to amend or waive any provision of our Code of Business Conduct and Ethics that applies to our executive officers or directors, we intend to satisfy our disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on our website set forth above rather than by filing a Current Report on Form 8-K. Communications with the Board Stockholders and other interested parties may communicate with a member or members of the Board, including the Chair of the Board, Chair of the Audit, Compensation, or Nominating and Corporate Governance Committees, or to the non-management or independent directors. We maintain a “Stockholders Communications Policy” that outlines the applicable procedures and is available on the Investor Relations page of our website at ir.aboutcoupang.com. Board’s Role in Risk Oversight The Board’s role in risk oversight at the Company is consistent with our leadership structure, with the Chief Executive Officer and other members of senior management having responsibility for assessing and managing risks we face in executing our business plans, and the Board and its committees providing oversight in connection with those efforts. These risks include, but are not limited to, financial, legal and regulatory, technological, competitive, and operational risks and exposures. In addition to the full Board, the Audit Committee plays an important role in the oversight of our enterprise risk assessment and management activities, which identify key risks to our business, including risks related to financial reporting, information security, data privacy, and other regulations, and assesses any steps taken to monitor and control such risk. The Audit Committee periodically reviews key enterprise risks with senior management and the Chief Audit Executive. The Compensation Committee is charged with overseeing risks relating to human capital and assessing whether our compensation policies and procedures encourage risk-taking in a manner that would have a material adverse impact on us. The Nominating and Corporate Governance Committee is charged with overseeing risk related to our governance processes. Each Committee reports its findings to the full Board for consideration. Director Compensation In December 2021, the Board adopted a director compensation policy for our non-employee directors and subsequently amended the policy in June 2023 (as so amended, the “Non-Employee Director Compensation Policy”). The Board has formed the Compensation Committee to oversee, with consultation with the Board and compensation consultants, the Non-Employee Director Compensation Policy. Initial Equity Awards In connection with joining the Board, a new non-employee director may be granted an equity award in the form of restricted stock units, with each such unit representing a contingent right to receive one share of the Company’s Class A Common Stock upon settlement (“RSUs”), with a maximum aggregate value of up to $1,000,000 (as determined by the Board), based on the closing price of our Class A common stock on the date of grant. Each initial award will vest on a schedule determined by the Board at the time of grant. If a non-employee director resigns from the Board prior to the vesting date, the unvested portion of any initial award will be forfeited as of the date of resignation. In the event of a “change of control” (as defined in our 2021 Equity Incentive Plan), the unvested portion of any initial award will vest in full. Annual Equity Awards On the date of each annual meeting of stockholders, each non-employee director who is serving on the Board, who has no outstanding and unvested stock grant, and will continue to serve on the Board as a non-employee director immediately following the date of such annual meeting, will automatically be granted an equity award in the form of RSUs covering the number of shares of our Class A common stock having a value of $300,000, based on the closing price of our Class A common stock on the date of grant. Additionally, each non-employee director will be eligible to earn additional annual retainers for their additional services as follows, in each case in the form of RSUs covering the number of shares of our Class A common stock having the value set forth below (based on the closing price of our Class A common stock on the date of grant):
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| ● | $25,000 for service as Lead Independent Director; |
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| ● | $25,000 for service as chair, or $12,500 for service as a member (other than as chair), of our Audit Committee; |
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| ● | $20,000 for service as chair, or $10,000 for service as a member (other than as chair), of our Compensation Committee; and |
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| ● | $15,000 for service as chair, or $7,500 for service as a member (other than as chair), of our Nominating and Corporate Governance Committee. |
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Each annual equity award granted, including awards granted for additional services described above, will be scheduled to vest in full on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of stockholders following the date of grant. If a non-employee director terminates service in any Board leadership or Committee role prior to the vesting date of their annual award but otherwise remains as a member of the Board, any applicable lead independent director retainer or Committee retainer will vest, unless a different vest date is provided for by the Board, on a pro-rata basis to reflect the applicable non-employee director’s length of Board leadership or Committee service, as applicable, during the vesting period. If an incumbent non-employee director is appointed to any new Board leadership or Committee position during his or her tenure on the Board, such non-employee director will be granted an award of RSUs for such new Board leadership or Committee service. The grant date for such partial year committee award will be the date that the non-employee director’s appointment to the applicable Board leadership or Committee position is effective, unless otherwise provided by the Board. The aggregate dollar value of the partial year committee award will be based on the annual retainers set forth above but prorated to reflect the length of service in such new role. Each partial year committee award granted will vest in full on the first annual award vest date to occur after the applicable grant date, subject to the non-employee director’s continued service to the Company through the applicable annual award vest date. Except as otherwise provided by the Board or in any related award agreement or other written agreement between a non-employee director and the Company, all equity awards granted under the Non-Employee Director Compensation Policy are subject to the non-employee director’s continued service to the Company through the applicable vest date. In the event of a “Change in Control” (as defined in our 2021 Equity Incentive Plan), all equity awards under the Non-Employee Director Compensation Policy, including awards granted for additional services described above, that remain unvested at the time of such Change in Control will vest in full. Limitation on Non-Employee Director Compensation The Non-Employee Director Compensation Policy includes a maximum annual limit of $750,000 of cash compensation and equity awards that may be paid, issued, or granted to a non-employee director in any calendar year other than in the non-employee director’s first calendar year of service, in which case the maximum is $1,000,000. Expense Reimbursement Under the Non-Employee Director Compensation Policy, each non-employee director is entitled to reimbursement from us for reasonable travel, lodging, and meal expenses incident to meetings of the Board or committees thereof or in connection with other Board-related business, in accordance with and subject to our expense reimbursement policy as presented to the Audit Committee of the Board. Director Compensation Table The following table provides information regarding compensation of our non-employee directors for their service as a director for 2023. Employee directors received no additional compensation for their service as a director.
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| Name | Stock Awards(1) | Total | | Jason Child | $324,992 | $324,992 | | Pedro Franceschi | $309,991 | $309,991 | | Neil Mehta | $352,484 | $352,484 | | Benjamin Sun | $319,986 | $319,986 | | Ambereen Toubassy(2) | $398,090 | $398,090 | | Kevin Warsh | $324,992 | $324,992 | | Harry You(3) | — | — |
PROPOSAL 1: ELECTION OF DIRECTORS
| 1. | Amounts in this column represent the aggregate grant date fair value of RSUs granted during 2023, calculated in accordance with FASB ASC Topic 718. For additional information regarding the assumptions underlying this calculation, please read Note 4 in the Notes to Consolidated Financial Statements of our 2023 Annual Report. As of December 31, 2023, each of our then-current non-executive directors held the following unvested RSUs: Mr. Child: 19,151; Mr. Franceschi: 18,267; Mr. Mehta: 20,771; Mr. Sun: 18,856; Ms. Toubassy: 24,434; and Mr. Warsh: 19,151. | | 2. | Ms. Toubassy was appointed to the Board on March 8, 2023 and received an initial equity award upon such appointment with a grant date fair value of $85,604, in addition to her annual equity award for 2023 with a grant date fair value of $312,486. | | 3. | Mr. You retired from the Board, effective at our 2023 Annual Meeting of Stockholders on June 15, 2023, and therefore in accordance with our Non-Employee Director Compensation Policy, Mr. You did not receive an annual equity award in 2023. |
EQUITY COMPENSATION PLAN INFORMATION
EQUITY COMPENSATION PLAN INFORMATION The following table presents information as of December 31, 2023 with respect to compensation plans under which shares of our Class A common stock and Class B common stock may be issued.
EQUITY COMPENSATION PLAN INFORMATION
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants, and rights (#) | Weighted-average exercise price of outstanding options, warrants, and rights(1) ($) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities in column (a))(2) (#) | | | (a) | (b) | (c) | | Equity Compensation Plans Approved By Security Holders | | | | | 2021 Equity Incentive Plan | 44,520,344(4) | — | 261,880,215 | | Equity Compensation Plans Not Approved By Security Holders | | | | | Coupang, LLC Amended and Restated 2011 Equity Incentive Plan(3) | 19,187,848(5) | $7.60 | — |
EQUITY COMPENSATION PLAN INFORMATION
| 1. | Reflects the weighted average exercise price of stock options only. As RSU awards have no exercise price, they are excluded from the weighted average exercise price calculation set forth in column (b). | | 2. | The aggregate number of shares of our Class A common stock available for future issuance under the 2021 Equity Incentive Plan (the “2021 Plan”) will automatically increase on January 1st of each year for a period of ten years commencing on January 1, 2022 and ending with a final increase on January 1, 2031, in an amount equal to five percent of the total number of shares of our capital stock outstanding on December 31st of the preceding year; provided, however that the Board may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of our Class A common stock. | | 3. | For additional information relating to the Coupang, LLC Amended and Restated 2011 Equity Incentive Plan (the “2011 Plan”), please refer to Note 4 to our consolidated financial statements for 2023 located in our 2023 Annual Report. | | 4. | Consists of outstanding RSU awards covering an aggregate of 44,520,344 shares of our Class A Common Stock. | | 5. | Consists of outstanding (i) stock options exercisable for an aggregate of 10,835,008 shares of our Class A Common Stock, (ii) stock options exercisable for an aggregate of 6,607,891 shares of our Class B Common Stock, and (iii) RSU awards covering an aggregate of 1,744,949 shares of our Class A Common Stock. |
NAMED EXECUTIVE OFFICER COMPENSATION
Based on the objectives above, our executive compensation program aims to attract and retain top talent by offering competitive base salaries, long-term incentive compensation, and, where appropriate and in the best interest of stockholders, retention incentives. The program further aligns incentives with those of our stockholders by designating a significant portion of their total compensation to be composed of multi-year equity awards. This compensation philosophy of focusing on long-term customer and stockholder value and rewarding performance, as seen in our executive compensation program, has resonated, and continues to resonate, through our compensation program for employees at all levels. For example, our compensation program provides equity awards, including regular equity refresh grants, to the vast majority of our corporate employees. The equity compensation program is designed to further align the compensation of our employees with the long-term performance of our common stock and stockholder and customer interests. How We Determine Executive Compensation Our compensation arrangements with our executive officers, including the NEOs, have been determined in arm’s-length negotiations with each individual. The compensation arrangements reflect various factors and considerations, including but not limited to the following (each as of the time of the applicable compensation decision):
NAMED EXECUTIVE OFFICER COMPENSATION
| ● | guidance from our compensation consultant; |
NAMED EXECUTIVE OFFICER COMPENSATION
| ● | benchmarking by role and/or scope of responsibilities from our selected compensation peer group; and |
NAMED EXECUTIVE OFFICER COMPENSATION
The Compensation Committee, together with the Section 16 Equity Committee, sets the compensation for our executive officers at levels that it believes are competitive and appropriate for each executive officer, including each NEO, and that are intended to reflect the varying roles and responsibilities of each individual. Executive compensation decisions require consideration of many relevant factors, which may vary from year to year. Each element of our executive compensation program is intended to fulfill one or more of our overall compensation objectives in a complementary manner and, ultimately, to maximize long-term stockholder value. For example, the markets from which we seek executive talent have been and remain highly competitive. Providing a consistent and competitive level of income for our executives in the form of competitive base salary, long-term incentive compensation, and/or, where appropriate and in the best interest of stockholders, retention incentives, helps us to attract, motivate, and retain highly qualified executives who can help us achieve our mission to “wow” the customer. Further, by structuring a significant portion of our executive compensation to be in the form of equity awards that vest over a period of years, our executive compensation program directly ties a significant portion of our executive compensation to our long-term equity value, incentivizing our executives to focus on driving long-term stock price appreciation and long-term customer and stockholder value. Since a significant portion of our long-term executive compensation is multi-year, variable, at-risk, and closely aligned with our corporate and financial performance, we believe our executive compensation program is reasonable, competitive, and appropriately balances the goals of attracting, retaining, and incentivizing highly qualified executives while directly aligning their interests with those of our stockholders. Compensation Setting Process Our Compensation Committee is responsible for the oversight of our executive compensation program and regularly reviews and discusses the program with management to assess whether it is aligned with our short- and long-term goals and objectives given the dynamic nature of our business and the markets in which we compete for talent. Role of the Compensation Committee and Management The Compensation Committee is appointed by the Board and has responsibilities related to the overall compensation of our Board members and executive officers and the development and administration of our executive compensation program. Our Compensation Committee consists solely of independent members of the Board of Directors. In December 2023, pursuant to the delegation authority set forth in the Compensation Committee charter, the Compensation Committee formed the Section 16 Equity Committee as a subcommittee thereof for the purpose of granting equity awards under our compensation plans in accordance with Rule 16b-3 under the Exchange Act, consisting solely of two members of the Compensation Committee, each of whom qualifies as a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act. The Compensation Committee reviews and approves all non-equity components of compensation paid to, and the Section 16 Equity Committee reviews and approves all equity components of compensation awarded to, our executive officers, including our NEOs. Management provides recommendations with respect to the compensation of our executive officers, which may be based upon, among other factors, those discussed below. The Compensation Committee and the Section 16 Equity Committee each discuss and make final determinations with respect to executive compensation matters within their respective scope of responsibilities without the Chief Executive Officer present during discussions and decisions related to the Chief Executive Officer’s compensation. From time to time, various other members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee or the Section 16 Equity Committee, as applicable, to make presentations, provide financial or other background information or advice, or otherwise participate in the meetings of the Compensation Committee or the Section 16 Equity Committee, as applicable, although such members of management are not present when their compensation is being deliberated upon or approved. The Compensation Committee meets periodically throughout the year to manage and evaluate our overall executive compensation program, and reviews and approves the principal non-equity components of executive compensation program. The Section 16 Equity Committee meets on an as-needed basis throughout the year to review and approve the principal equity components of our executive compensation program. For 2023, the principal components of our executive compensation program were: base salary, long-term incentive compensation, and retention incentives. In making executive compensation decisions, in addition to the factors discussed below, the Compensation Committee and the Section 16 Equity committee each generally take into consideration company performance, each executive officer’s individual performance in light of the applicable executive officer’s role and responsibilities, and the need to retain existing talent in a highly competitive talent market in which we compete. Role of the Compensation Consultant The Compensation Committee has the authority to retain independent compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultants’ fees. In 2023, the Compensation Committee retained Compensia, Inc. (“Compensia”), a national compensation consulting firm in the United States, as its independent compensation consultant. Compensia is retained by and reports directly to the Compensation Committee, assists management in preparing for specified committee meetings, and participates in committee meetings upon request. Compensia periodically informs the Compensation Committee on market trends and practices, as well as regulatory issues and developments and how they may impact our executive compensation program. For 2023, Compensia also:
NAMED EXECUTIVE OFFICER COMPENSATION
| ● | assisted in developing a relevant group of peer companies to help the Compensation Committee and the Section 16 Equity Committee determine the appropriate level of overall compensation for our executive officers and directors; |
NAMED EXECUTIVE OFFICER COMPENSATION
| ● | provided guidance and benchmarking related to disclosures in this Proxy Statement; and |
NAMED EXECUTIVE OFFICER COMPENSATION
| ● | provided assistance with and market perspective on our broader equity compensation strategy. |
NAMED EXECUTIVE OFFICER COMPENSATION
Compensia does not provide any other services to us. The Compensation Committee has assessed the independence of Compensia pursuant to NYSE rules and the Compensation Committee concluded that the work performed by Compensia for the Compensation Committee did not raise any conflicts of interest. Comparison to Relevant Peer Group Given the complex and multi-dimensional nature of executive compensation decisions, the Compensation Committee believes that determining executive compensation requires a deliberate and case-by-case review of a broad range of factors, as well as an in-depth and multi-faceted analysis of each such factor. These factors include but are not limited to: (i) personal performance and contributions; (ii) experience and past performance inside or outside the Company; (iii) role and responsibilities within the Company; (iv) market competition for a particular position; (v) tenure with the Company and associated institutional knowledge; (vi) long-term potential with the Company; and (vii) innovative thinking and leadership. One of several factors the Compensation Committee considers in determining executive compensation is the competitiveness of our executive compensation program against that of our compensation peer group. In doing so, and in line with its belief that executive compensation decisions should not rely solely on any single factor or be based on a one-dimensional view, the Compensation Committee uses market data to assess the overall competitiveness and reasonableness of our executive compensation program, rather than targeting percentile ranks of specific compensation elements or total target direct compensation against the market data. The Compensation Committee also considered a comprehensive list of factors in developing the compensation peer group for 2023, including:
NAMED EXECUTIVE OFFICER COMPENSATION
For 2023 compensation decisions, the Compensation Committee utilized the peer group set forth below. The changes from the 2022 peer group were due to changes in the business of the applicable companies, for example, conversion from a publicly-traded company to a privately-held company. MercadoLibre was added to the peer group in light of its business scope, market capitalization, and global presence.
NAMED EXECUTIVE OFFICER COMPENSATION
| 2023 Peer Group | | | | Airbnb | MercadoLibre | Snap | | Block | Palantir Technologies | Snowflake | | Chewy | PayPal Holdings | Splunk | | DoorDash | Pinterest | Uber Technologies | | eBay | salesforce.com | Wayfair | | Expedia Group | Sea | Workday | | Intuit | ServiceNow | Zillow Group | | Lyft | Shopify | |
Elements of NEO Compensation
| Component | Objective | Key Features | | Base Salary | Recognizes market factors, as well as individual experience, performance, and level of responsibility. | Attract and retain talent and provide executives with cash income predictability and stability. | | Long-Term Equity Incentives | Creates a strong link between pay and performance. The realized value of these equity awards over time has a direct relationship to our stock price and establishes an incentive for our NEOs to create sustainable and long-term value for our stockholders, while helping retain our NEOs in a highly competitive market. | Variable, at-risk compensation in the form of options, RSUs, and performance-based RSUs (the “PSUs”) that vest upon satisfaction of certain service-based and/or performance-based vesting conditions. Generally granted as multi-year equity awards to foster a founder’s mentality and entrepreneurial spirit. |
Elements of NEO Compensation
From time to time, we pay our employees in a currency other than U.S. Dollars. To the extent any amount of our employee compensation was paid in a currency other than U.S. Dollars, such amounts are reported by converting the amounts from the applicable currency to U.S. Dollars using the one-year average exchange rate for the applicable calendar year and currency, consistent with the conversion rate we use for various financial and accounting purposes. All amounts presented in this Proxy Statement have been rounded to the nearest whole dollar. Base Salary Typically, annual base salaries for our NEOs are set in March of each year, retroactive to January 1st of that year. Accordingly, in March and December 2023, the Compensation Committee reviewed the base salaries of our executive officers, including our NEOs, taking into consideration the recommendations of our Chief Executive Officer (except with respect to his own base salary), as well as the other factors described above. Based on these reviews, in December 2023, the Compensation Committee determined to maintain the annual base salaries of Messrs. Bom Kim, Gaurav Anand, Han Seung Kang, and Harold Rogers at their prior year levels and, in the case of Mr. Tae Jung Kim who was appointed as our executive officer in April 2023, at the level at the time of such appointment, at $1,100,000, $420,000, 1 billion Korean Won (“KRW”) (equivalent to approximately $766,043), $450,000, and $350,064, respectively. New Hire and Retention Incentives From time to time, we may award sign-on or discretionary bonuses to attract or retain executive talent. Generally, sign-on bonuses are used to incentivize candidates to leave their current employers, including by offsetting the loss of unvested compensation they may forfeit as a result of leaving their current employers. The Compensation Committee may also from time to time provide one-time or recurring incentives to encourage long-term service by our executives and to allow our executive compensation program to stay competitive during times of a highly competitive talent market and/or unexpected market disruptions. In June 2022, Mr. Anand was awarded a retention bonus of $2 million, which vests in equal quarterly installments over a one-year period commencing July 1, 2022. In addition, in December 2023, Mr. Anand was awarded a retention bonus of $600,000, which is paid in equal quarterly installments over a one-year period commencing January 1, 2024. Mr. Kang’s employment arrangement provides for a long-term service bonus of 500 million KRW per year (equivalent to approximately $383,021), paid quarterly on the last compensation payment date of the quarter, subject to Mr. Kang’s continued employment through each applicable payment date. In addition, in June 2022, Mr. Kang was awarded a retention bonus of $1 million, which vested in equal quarterly installments over a one-year period commencing July 1, 2022. Mr. Rogers’ employment arrangement provides for a $100,000 annual cash retention bonus to be paid on each anniversary of his initial appointment date, subject to his continued employment through each applicable payment date. In addition, Mr. Rogers was awarded retention bonuses of $1 million, which vested in equal quarterly installments over a one-year period commencing July 1, 2022, and $220,000, which is paid over a one-year period commencing January 1, 2024, in June 2022 and in December 2023, respectively. Long-Term Equity Incentives We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. As such, a significant portion of our NEO total compensation over the long-term is stock-based compensation designed to create a strong and direct link between pay and performance. The Section 16 Equity Committee’s practice is to grant multi-year equity awards on a periodic basis at levels designed to provide a strong alignment between the recipient and our stockholders and to encourage retention over the vesting period. The realized value of these equity awards over time has a direct relationship to our stock price and establishes an incentive for our NEOs to create sustainable, long-term value for our stockholders, while retaining our NEOs in a highly competitive market. Since our IPO, our NEOs were granted two types of equity awards—RSUs and PSUs—in both cases under our 2021 Plan. In granting these equity awards and in determining the type of equity award to grant to NEOs, we generally considered, among other things, the NEO’s cash compensation, the need to create a meaningful opportunity for reward based on the creation of long-term value, an evaluation of the expected and actual performance of each NEO, the NEO’s individual contributions and responsibilities, and the retentive effect of the NEO’s existing equity awards and how that lapses over time as awards vest. Taking into account the above considerations, in December 2023, the Section 16 Equity Committee awarded 64,438 RSUs and 228,256 RSUs to Messrs. Kang and Rogers, respectively. The RSUs awarded to Mr. Kang vest in four equal quarterly installments over a one-year period with the first of such quarterly installments vested on April 1, 2024. The RSUs awarded to Mr. Rogers vest in three quarterly installments over a nine-month period, with the first of such quarterly installments vested on April 1, 2024. Mr. Anand did not receive any equity awards in 2023. Furthermore, in December 2023, in order to further align the interests of the Company’s NEOs with the long-term interests of the Company and our stockholders, the Section 16 Equity Committee amended the vesting schedules of the PSUs previously awarded to each of Messrs. Anand, Kang, and Rogers. Such amendments delay the vesting dates of the existing PSU awards: (i) for Mr. Anand, the PSUs awarded to him in March and December 2022 now vest in four equal quarterly installments over a one-year period with the first of such quarterly installments vesting on March 1, 2027, rather than vesting in full on March 1, 2027; (ii) for Mr. Kang, with respect to the performance year ending December 31, 2025, the applicable tranche of the PSUs awarded to him March 2022 now vest in four equal quarterly installments over a one-year period with the first of such quarterly installments vesting on March 1, 2026, rather than vesting in full on March 1, 2026; and (iii) for Mr. Rogers, with respect to the performance year ending December 31, 2024, the applicable tranche of the PSUs awarded to him March 2022 now vest in four equal quarterly installments over a one-year period with the first of such quarterly installments vesting on March 1, 2025, rather than vesting in full on March 1, 2025. All other terms and conditions of the PSUs, including their performance objectives and conditions, remain unchanged. Our NEOs are eligible to receive additional equity awards at the discretion of our Section 16 Equity Committee but may or may not receive equity awards on an annual basis and, consequently, their compensation, as reported in the 2023 Summary Compensation Table below, may fluctuate materially from year to year depending on whether a grant was made in a particular year. Other Features of Our Executive Compensation Program Employment Agreements Effective upon completion of the IPO, we entered into new employment agreements with each of our NEOs that replaced their then-existing employment agreements. These employment agreements are described in more detail below in the subsection titled “NEO Employment Agreements and Potential Payments Upon Termination or Change in Control.” Severance and Change in Control Payments and Benefits
Elements of NEO Compensation
Messrs. Kim, Rogers, and Kang’s employment agreements provide for certain severance payments and/or benefits in the context of certain qualifying terminations of employment. In addition, in January 2021, we adopted an Executive Severance Policy under which our NEOs are eligible to participate. The terms of the Executive Severance Policy were determined based on a review of market practices and the input of Compensia. Our NEOs are entitled to the greater of the severance payments and/or benefits as may be provided in their employment agreements or our Executive Severance Policy upon a qualifying termination of employment. The payments and benefits provided for under their employment agreements and our Executive Severance Policy are described in more detail below in the subsections titled “NEO Employment Agreements and Potential Payments Upon Termination or Change in Control.” Clawback In September 2023, we adopted a Compensation Recoupment (Clawback) Policy consistent with the requirements of the final NYSE listing standards implementing Exchange Act Rule 10D-1. If we are required to restate our financial statements due to our material noncompliance with any financial reporting requirements under the federal securities laws, then the Company will recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive, including the NEOs, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements. If such restatement is a result of misconduct, then our Chief Executive Officer and Chief Financial Officer may also be legally required to reimburse us for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of section 304 of the Sarbanes-Oxley Act of 2002. Employee Benefits and Perquisites We generally provide our NEOs with benefits available to all our employees, including medical, dental, and vision benefits and, in the United States, participation in a Section 401(k) plan. We also provide certain of our NEOs with security benefits. In addition, as is common practice in Korea, we have purchased a golf club membership for Mr. Kang to use for business purposes. The membership is registered in the Company’s name, is reflected as an asset on the Company’s financial statements, and the Company has the right to sell the membership at any time. Mr. Kang is required to reimburse the Company for his personal use of this membership and, as a result, there is no incremental cost to the Company associated with Mr. Kang’s use of this membership and no amounts have been included with respect to this membership in the 2023 Summary Compensation Table. Mr. Kang did not use the golf membership for personal purposes in 2023. In some cases, our NEOs were asked to relocate at our request and serve an expatriate assignment. Similar to the general types of benefits provided to our other expatriate executives, for our expatriate NEOs we provide benefits relating to housing, educational support, travel and moving expenses, security and transportation, visa services, and any related tax preparation and reimbursement with respect to certain of these benefits. Our NEOs did not participate in, or earn any benefits under, a non-qualified deferred compensation plan sponsored by us during 2023. Our NEOs did not participate in, or earn any benefits under, any pension or retirement plan sponsored by us during 2023. Anti-Hedging Policy Our insider trading policy prohibits all directors and officers, employees, designated consultants, and designated independent contractors from engaging in hedging or similar transactions in our stock, such as prepaid variable forwards, equity swaps, collars, puts, calls, and short sales. Tax Considerations Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally disallows a publicly held corporation’s tax deduction for compensation paid to its Chief Executive Officer and certain of its other covered employees (including executive officers, as applicable) in excess of $1 million in any year. While Section 162(m) will limit the deductibility of compensation paid to the NEOs, the Compensation Committee will continue to retain flexibility to design compensation programs that are in the best long-term interests of the Company and our stockholders, with deductibility of compensation being one of a variety of considerations taken into account. Accordingly, the Compensation Committee retains the ability to pay compensation that exceeds the deduction limitation under Section 162(m). Compensation Related Risks Our Compensation Committee has reviewed our compensation policies and practices to assess whether they encourage our employees, including our NEOs, to take inappropriate risks. Our Compensation Committee believes that the mix and design of the elements of compensation, individually or in their entirety, do not encourage our employees, including our NEOs, to take inappropriate risks. The mix of fixed and variable compensation prevents undue focus on short-term results and is intended to align the long-term interests of our NEOs and our other participating employees with those of our stockholders. Compensation Committee Report Our Compensation Committee has reviewed and discussed with management this CD&A. Based on that review and discussion, we recommended to the Board that this CD&A be included in this Proxy Statement and incorporated into Coupang’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Elements of NEO Compensation
| Name and Principal Position | Year | Salary ($)(1)(2) | Bonus ($)(1) | Stock Awards ($)(3) | Option Awards ($) | All Other Compensation ($)(1) | Total ($) | | Bom Kim Chief Executive Officer | 2023 | 1,100,000 | — | — | — | 630,609(4) | 1,730,609 | | | 2022 | 1,100,000 | — | — | — | 831,296 | 1,931,296 | | | 2021 | 890,993 | — | — | — | 696,996 | 1,587,989 | | Gaurav Anand Chief Financial Officer | 2023 | 420,000 | 1,500,000(5) | — | — | 596,798(6) | 2,516,798 | | | 2022 | 420,000 | 500,000 | 8,231,663 | — | 517,081 | 9,668,744 | | | 2021 | 438,126 | — | — | — | 420,378 | 858,504 | | Hanseung Kang Representative Director, Business Management | 2023 | 766,043 | 1,133,021(5) | 989,768(7) | — | 186,259(8) | 3,075,091 | | | 2022 | 774,024 | 637,012 | 5,202,380 | — | 164,000 | 6,777,415 | | | 2021 | 873,805 | 436,903 | | — | 85,380 | 1,396,088 | | Harold Rogers General Counsel & Chief Administrative Officer | 2023 | 450,000 | 850,000(5) | 3,506,012(9) | — | 491,278(10) | 5,297,290 | | | 2022 | 450,000 | 350,000 | 5,782,637 | — | 331,786 | 6,914,423 | | | 2021 | 450,000 | 100,000 | 2,332,000 | — | 309,772 | 3,191,772 | | Tae Jung Kim(11) Former Vice President of Digital Customer Experience | 2023 | 350,064 | 34,828 | 1,216,579 | — | 23,951(12) | 1,625,442 | | | 2022 | 328,950 | 49,200 | 680,296 | — | 17,681 | 1,076,127 | | | 2021 | 289,800 | 48,660 | 1,354,965 | — | 7,248 | 1,700,673 |