DEF 14A of WEBTOON Entertainment Inc.
Filed Apr 23, 2025 · FY20240001997859-25-000052
Stockholder Recommendations for Director Nominees
Stockholder Recommendations for Director Nominees The Nominating and Corporate Governance Committee will consider the director candidates recommended by the Company’s stockholders pursuant to the procedures set forth in the Bylaws. For our 2026 annual meeting, nominations may be submitted to 5700 Wilshire Blvd., Suite 220, Los Angeles, California 90036, Attn: General Counsel and Corporate Secretary, and such nominations will then be forwarded to the chairperson of the Nominating and Corporate Governance Committee. Recommendations must be in writing, and we must receive the recommendation no later than the close of business on March 6, 2026 and not earlier than the close of business on February 4, 2026, assuming the Company does not change the date of the 2026 annual meeting of stockholders by more than 30 days before or 70 days after the anniversary of the Annual Meeting. If so, the Company will release an updated time frame for stockholder proposals. Recommendations must also comply with certain other procedural requirements as specified in our Bylaws, and provide certain information specified therein. In addition to satisfying the requirements of the Company’s Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees, other than the Company’s nominees, must also comply with the additional requirements of Rule 14a-19 under the Exchange Act, including the notice requirements, which such notice must be postmarked or transmitted electronically to the Company at the address stated above for stockholder recommendations no later than April 5, 2026). If the date of the 2026 annual meeting of stockholders is changed by more than 30 calendar days from such anniversary date, however, then the stockholder must provide notice by the later of 60 calendar days prior to the date of the 2026 annual meeting of stockholders or the 10th calendar day following the date on which public announcement of the date of the 2026 annual meeting of stockholders is first made by the Company.
Stockholder Recommendations for Director Nominees
| 2025 Proxy Statement | | 9 |
Election of Directors
Election of Directors Our Board recommends that the nominee below be elected as a member of the Board at the Annual Meeting.
Election of Directors
| Name | Class | Age | Director Since | Current Term Expires | Expiration of Term For Which Nominated | | Nancy Dubuc | I | 56 | 2024 | 2025 | 2028 |
Election of Directors
The nominee was recommended for re-election by the Nominating and Corporate Governance Committee for consideration by the Board and our stockholders. If, before the Annual Meeting, the nominee becomes unable to serve, or chooses not to serve, the Board may nominate a substitute. If that happens, the persons named as proxies on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the unfilled seat.
Election of Directors
| The Board recommends that you vote “FOR” the director nominee. |
DIRECTOR NOMINEE TO SERVE FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING
DIRECTOR NOMINEE TO SERVE FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING
DIRECTOR NOMINEE TO SERVE FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING
| Nancy Dubuc | Nancy Dubuc has been a member of our Board since May 2024. Ms. Dubuc has served as a member of the board of directors and chair of the Audit Committee and member of Executive Committee of Warner Music Group Corporation since July 2021, and on the board of directors of Flutter Entertainment Plc since April 2021, serving as a member of its Compensation and Human Resources Committee, Risk and Sustainability Committee, Audit Committee, Compensation and Human Resources Committee, and NCG & Remuneration Committee. From May 2018 to February 2023, Ms. Dubuc held the position of Chief Executive Officer of Vice Media, LLC. Ms. Dubuc also served several positions at A&E Television Networks, LLC from November 1993 to April 2018, including her position as President and Chief Executive Officer from 2013 to 2018. Ms. Dubuc’s engagement with the media, digital and publishing industries started earlier in her career, when she served various positions at Lifetime Entertainment Services, Big Rock Productions and WGBH Educational Foundation Inc. Ms. Dubuc received her B.S. in Communication from Boston University in 1991. | | | | | We believe that Ms. Dubuc is qualified to serve on our Board based on her more than 25 years of experience in media, digital and publishing industries and her extensive experience in senior leadership with strong expertise in leading financial and operational transformations of global businesses. |
DIRECTOR NOMINEE TO SERVE FOR A THREE-YEAR TERM EXPIRING AT THE 2028 ANNUAL MEETING
| 10 | | 2025 Proxy Statement |
CONTINUING DIRECTORS
CONTINUING DIRECTORS
Class II Directors (Terms expiring at the 2026 annual meeting)
Class II Directors (Terms expiring at the 2026 annual meeting)
Class II Directors (Terms expiring at the 2026 annual meeting)
| Namsun Kim | Namsun Kim has served as a member of our Board since May 2024. Mr. Kim has served as President of Investments of NAVER since April 2025, where he oversees global strategic investments, including M&A and a refocused global venture capital investment program. Mr. Kim has also served as the Executive Chairman of Poshmark Inc., a subsidiary of NAVER, since April 2025, overseeing the business operations and strategic decision-making. Previously, Mr. Kim served as NAVER’s Chief Financial Officer from March 2022 to March 2025, during which time he oversaw corporate and business development, M&A and global growth initiatives. Prior to his role as Chief Financial Officer, Mr. Kim joined NAVER in 2020 as Vice President of corporate development and M&A. He also led the finance function for the Company including as our Chief Financial Officer from March 2022 to October 2023. Prior to joining NAVER, Mr. Kim led Private Equity Investments in Korea at Macquarie Group from April 2017 to July 2020, during which time he served on the boards of ADT Korea (c/k/a SK Shieldus, a leading security and dispatch provider) and LG CNS (a leading IT services provider and LG Group affiliate). Between 2012 and 2017, Mr. Kim held several investment banking positions at Morgan Stanley and Lazard across New York, Hong Kong and Seoul. Earlier in his career, Mr. Kim was a corporate attorney at Cravath, Swaine & Moore LLP. Mr. Kim received a Bachelor of Science degree in Materials Science & Engineering from Seoul National University and a Juris Doctor degree from Harvard Law School. | | | | | We believe Mr. Kim is qualified to serve on our Board based on his knowledge of our Company, global business experience, financial expertise and experience serving on corporate boards. |
Class II Directors (Terms expiring at the 2026 annual meeting)
| Jun Masuda | Jun Masuda has been a member of our Board since October 2020. Mr. Masuda has also served as a member of the board of directors of LINE Digital Frontier Corporation (“LDF”), our subsidiary, since August 2020 and Executive Corporate Officer and Entertainment Company CEO at LY Corporation since October 2023. Previously, Mr. Masuda served as President and Representative Director, Chief Product Officer of Z Entertainment Corporation, formerly a subsidiary of Z Holdings Corporation (“Z Holdings”), between April 2021 and September 2023 and Director and Senior Managing Corporate Officer of Z Holdings between March 2021 to September 2023. | | | | | We believe that Mr. Masuda is qualified to serve on our Board based on his knowledge of our Company and leadership experience. |
Class II Directors (Terms expiring at the 2026 annual meeting)
| 2025 Proxy Statement | | 11 |
Class II Directors (Terms expiring at the 2026 annual meeting)
| Isabelle Winkles | Isabelle Winkles has been a member of our Board since April 2024 and has been the Chief Financial Officer of Braze, Inc., a publicly traded platform technology company, since January 2020. Previously, Ms. Winkles was the Vice President, Finance and Chief of Staff to the Chief Financial Officer of Cognizant Technologies Solutions Corp., a professional services company, from April 2018 to January 2020. Ms. Winkles also served in various roles at Morgan Stanley & Co. from July 2000 to April 2018, including as Managing Director from January 2016 to April 2018. During her tenure at Morgan Stanley & Co., Ms. Winkles held a number of operating roles including Head of Financial Planning & Analysis and Treasurer to some of the largest legal entities. Ms. Winkles received her M.B.A. from Harvard University and her B.S. from the Massachusetts Institute of Technology. | | | | | We believe that Ms. Winkles is qualified to serve on our Board based on her extensive experience in large scale strategic cross functional initiatives. |
Class III Directors (Terms expiring at the 2027 annual meeting)
Class III Directors (Terms expiring at the 2027 annual meeting)
Class III Directors (Terms expiring at the 2027 annual meeting)
| Junkoo Kim | Junkoo Kim is the founder of our Company and has served as a member of our Board and Chief Executive Officer since September 2016. Mr. Kim is the Chairman of our Board. Mr. Kim also serves as the Chief Executive Officer of NAVER WEBTOON Ltd. (“NAVER WEBTOON”), our wholly-owned subsidiary in Korea, since May 2017. Mr. Kim joined NAVER (then known as Search Solution Corp.) as a developer in 2004 and has over 19 years of experience in comics or digital content. Mr. Kim received his Bachelor of Science in Applied Chemistry from Seoul National University. | | | | | We believe that Mr. Kim’s extensive leadership experience, skills and background qualify him to serve as a member of our Board. |
Class III Directors (Terms expiring at the 2027 annual meeting)
| 12 | | 2025 Proxy Statement |
Class III Directors (Terms expiring at the 2027 annual meeting)
| David J. Lee | David J. Lee joined our Company as Chief Financial Officer and Chief Operating Officer in November 2023, has been a member of our Board since April 2024, and oversees global corporate, financial and operations teams of the Company and two of our wholly-owned subsidiaries, Wattpad Corp. and Wattpad WEBTOON Studios Corp. Mr. Lee has over two decades of experience across retail and consumer industries driving business transformation, supply chain optimization, operations and finance. Mr. Lee previously served as (i) President of AppHarvest, Inc., a leading AgTech and sustainable food company building some of the country’s largest indoor farms, leveraging cutting-edge technology, from January 2021 to November 2022 and thereafter served on its board through November 2022, (ii) the Chief Financial Officer and Chief Operating Officer of Impossible Foods Inc. from December 2015 to January 2021 and from December 2015 to March 2019, respectively, where he led the business functions to transform it from a pre-revenue to hyper-growth company with global sales and a comprehensive commercial manufacturing and supply chain capability, and (iii) Chief Financial Officer at Zynga Inc. from April 2014 to December 2015 and was responsible for leading the finance and corporate development teams. Mr. Lee also served as Senior Vice President of Corporate Finance and Strategy for Best Buy Co. Inc. from December 2012 to April 2014, and as Senior Vice President of Consumer Products along with various other roles at Del Monte Foods Inc. from February 2004 to December 2012, where he ran the global food business. Earlier in his career, Mr. Lee (i) worked at Leo Burnett Worldwide, Inc., an advertising company, (ii) helped turn around PG&E during the California Energy Crisis as Director of Strategic Planning, (iii) served as strategy consultant at McKinsey & Company, and (iv) spent time in venture capital investing at EPVC. Mr. Lee has also been serving as founder and board chair of Inevitable Tech, Inc., a private company pioneering technology and plant science, since December 2022 and was its CEO from December 2022 to October 2023. Mr. Lee also has served on the board of directors for Zevia PBC, a public growth beverage company, and Benson Hill, Inc., a publicly traded food technology company, from July 2022 and from January 2021, respectively. Mr. Lee is also a Fellow at the Council of Korean Americans and the Network of Korean American Leaders. Mr. Lee received a Bachelor of Arts in Government from Harvard College and a Master of Business Administration from the University of Chicago. | | | | | We believe that Mr. Lee is qualified to serve as a member of our Board, given his extensive experience in the consumer-packaged goods industry, operations and supply chain management, business transformation, financial expertise, including serving as chief financial officer, strategy development, ESG matters, and governance experience, as well as his leadership on public boards. |
Class III Directors (Terms expiring at the 2027 annual meeting)
| 2025 Proxy Statement | | 13 |
Class III Directors (Terms expiring at the 2027 annual meeting)
| Haejin Lee | Haejin Lee has served as a member of our Board since October 2020. Mr. Lee also served as the Global Investment Officer of NAVER from March 2017 until March 2025. Mr. Lee co-founded NAVER in June 1999, served as chair of the board of NAVER from January 2004 until March 2017 and resumed his service as chair of the board again in March 2025. Prior to co-founding NAVER, from February 1992 to June 1999, Mr. Lee served in several roles at Samsung SDS Co., Ltd., an information technology services provider. Mr. Lee received a Bachelor of Science degree in computer science from Seoul National University and a Master of Science in computer science from Korea Advanced Institute of Science and Technology. | | | | | We believe that Mr. Lee is qualified to serve on our Board based on his extensive industry expertise and leadership experience. |
Class III Directors (Terms expiring at the 2027 annual meeting)
Our Certificate of Incorporation provides that the Board shall consist of such number of directors as determined from time to time by resolution adopted by the Board; provided that, at any time NAVER beneficially owns, in the aggregate, at least fifty percent (50%) in voting power of the then-outstanding shares of stock of the Company entitled to vote generally in the election of directors, the stockholders may also fix the number of directors by resolution adopted by the stockholders by written consent in lieu of a meeting. Subject to the rights granted to (i) the holders of any one or more series of preferred stock then outstanding, and (ii) NAVER and LY Corporation pursuant to the Stockholder Agreements, any newly created directorship on the Board that results from an increase in the number of directors and any vacancy occurring in the Board (whether by death, resignation, retirement, disqualification, removal or other cause) shall be filled by a majority of the directors then in office, although less than a quorum, by a sole remaining director or by the stockholders; provided, however, that any newly created directorship on the Board that results from an increase in the number of directors and any vacancy occurring in the Board shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director (and not by the stockholders other than NAVER and LY Corporation with respect to the directors designated by them pursuant to Section 6.1(C) of the Certificate of Incorporation, respectively), at any time when NAVER beneficially owns, in the aggregate, less than thirty-five percent (35%) in voting power of our common stock entitled to vote generally in the election of directors. Stockholders will elect directors each year at our annual meeting. The directors of the class to be elected at each annual meeting shall be elected for a three-year term. Any such director shall hold office until the annual meeting at which his or her term expires and until his or her successor shall be elected and qualified, or his or her death, resignation, retirement, disqualification or removal from office.
COMPENSATION BEST PRACTICES
| What We Do | | What We Do Not Do | | | ✓ | Engage an independent compensation consultant | X | Provide excessive severance agreements | | ✓ | Utilize a peer group of companies based on the Company’s industry, size, and other factors to provide a reference point on compensation determinations | X | Provide single-trigger change in control termination benefits in employment agreements | | ✓ | Compensation Committee oversight of executive compensation levels, incentive plan goals and other executive compensation matters | X | Allow directors or officers to hedge Company stock or pledge Company stock as collateral for a loan | | ✓ | Maintain an SEC-compliant clawback policy | X | Provide excessive perquisites to our executives | | | | X | Utilize compensation practices that involve excessive or unnecessary risk-taking | | | | X | Allow directors or officers to engage in speculative trading of Company stock |
Role of Independent Consultant
Role of Independent Consultant In preparation for the Company’s IPO, the Board retained Compensia, Inc. to provide competitive compensation data and advise on compensation structure and pay determinations for Junkoo Kim and David J. Lee. The Compensation Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”), an independent compensation consultant, in late 2024. In fiscal year 2024, Pearl Meyer assisted the Compensation Committee by providing competitive compensation data to assist in pay determinations for 2025, assessing the design of our short- and long-term incentive programs, providing information on trends in executive compensation and governance, and establishing a compensation peer group. During fiscal year 2024, Pearl Meyer did not provide the Company any additional services. The Compensation Committee conducted a specific review of its relationship with Pearl Meyer in fiscal year 2024 and determined that Pearl Meyer’s work for the Compensation Committee did not raise any conflicts of interest. Pearl Meyer’s work has conformed to the independence facts and guidance provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC and Nasdaq.
Peer Group
Peer Group In late 2024, the Compensation Committee reviewed and discussed compensation data for our NEOs to assist in determining 2025 fiscal year compensation as compared to compensation data for similarly-situated executive officers of our peer group companies. Our peer group companies reflect U.S. publicly traded companies in the media/entertainment, gaming and technology industries representing competitors for business, executive talent and investment capital. The peer group companies have revenues and market capitalization comparable to ours. The following companies comprised our late fiscal year 2024 peer group, which was used for determining fiscal year 2025 compensation:
Peer Group
| Late Fiscal Year 2024 Peer Group | | | Bumble Inc. | Pinterest, Inc. | | Fastly, Inc. | Reddit, Inc. | | fuboTV Inc. | Roblox Corporation | | Grindr Inc. | Squarespace, Inc. | | Lionsgate Studios Corp. | Unity Software Inc. | | PLAYSTUDIOS, Inc. | Vimeo, Inc. | | Playtika Holding Corp. | Ziff Davis, Inc. |
Annual Cash Bonuses
Annual Cash Bonuses On an annual basis, our NEOs are eligible to receive performance-based cash bonuses, which encourage the NEOs to focus on short-term performance goals that serve as the basis for long-term performance and stockholder value creation and are intended to reward achievement of those goals.
Annual Cash Bonuses
| 2025 Proxy Statement | | 25 |
Annual Cash Bonuses
Each year, the Board – and, following the IPO, the Compensation Committee – establishes annual bonus targets for each NEO expressed as a percentage of their base salary. The following table shows the bonus targets for fiscal year 2024.
Annual Cash Bonuses
| Named Executive Officer | Annual Target Bonus ($)(1) | | Junkoo Kim(2) | 570,000 | | David J. Lee(3) | 500,000 | | Chankyu Park | 130,612 | | Yongsoo Kim | 81,633 | | Hyeeun Son | 81,633 |
Annual Cash Bonuses
1.Amounts in this column for Chankyu Park, Yongsoo Kim and Hyeeun Son were converted to U.S. dollars (USD) from Korean Won (KRW) based on the USD/KRW exchange rate of 1,470.00 on December 31, 2024. 2.Pursuant to his employment agreement, Junkoo Kim is eligible to earn an annual incentive bonus with a target value of $570,000 and a threshold and maximum value of 50% and 150% of target, respectively. 3.Pursuant to his employment agreement, David J. Lee is eligible to earn a target annual bonus equal to 100% of his base salary for the applicable year, with a guaranteed minimum annual bonus equal to 50% of his base salary for the applicable year. Consistent with prior years, the Board adopted an annual bonus program design for fiscal year 2024 (the “2024 Annual Bonus”) that was determined based on satisfaction of corporate performance goals (the “Corporate Component”) achievement of pre-determined individual performance objectives (the “Individual Component”), each, as determined in the Compensation Committee’s discretion.
Corporate Component
Corporate Component For the 2024 Annual Bonus, the corporate performance metrics included revenue, “Monetized Users,” Adjusted EBITDA and “Rule of %.” Revenue is determined in accordance with U.S. generally accepted accounting principles (“GAAP”). “Monetized Users” means the number of paying users plus the number of users that engaged with ads. Adjusted EBITDA is used by the Company to measure performance. See Appendix A of this Proxy Statement for a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to the directly comparable GAAP measure. “Rule of %” is a metric used to assess the growth and profitability of fast-growing technology businesses and is the sum of the Company’s year-over-year revenue growth rate (using revenue on a constant currency basis) and Adjusted EBITDA Margin. See Appendix A of this Proxy Statement for definitions of revenue on a constant currency basis, revenue growth on a constant currency basis, Adjusted EBITDA Margin and Rule of % and reconciliations of revenue on a constant currency basis, revenue growth on a constant currency basis, Adjusted EBITDA Margin and Rule of % to the directly comparable GAAP measure. Targets and actual achievement of each metric are set forth below under “—2024 Annual Bonus – Actual Results and Payouts.”
2024 Annual Bonus – Actual Results and Payouts
2024 Annual Bonus – Actual Results and Payouts The 2024 Annual Bonuses were paid following a year-end review by the Compensation Committee of the applicable performance criteria. The Compensation Committee determined that the Company’s achievement of the Corporate Component goals for fiscal year 2024 were as follows:
2024 Annual Bonus – Actual Results and Payouts
| Metric (in millions, except percentages) | Target | Fiscal Year 2024 Results | % of Target | | Revenue | $1,434 | $1,349 | 94% | | Monetized Users | 19.38 Users | 19.91 Users | 103% | | Adjusted EBITDA(1) | $75 | $68 | 91% | | Rule of %(2) | +15% | +18% | 120% |
2024 Annual Bonus – Actual Results and Payouts
1.Adjusted EBITDA is a non-GAAP financial measure. See Appendix A of this Proxy Statement for additional information on non-GAAP financial measures. 2.Rule of % is a non-GAAP financial measure. See Appendix A of this Proxy Statement for additional information on non-GAAP financial measures. The Compensation Committee considered these corporate results in the context of market conditions, exchange rate fluctuation and other discretionary factors. The Compensation Committee then considered satisfaction of the qualitative objectives under the Individual Component for each NEO. It was determined that each NEO, other than Yongsoo Kim, achieved an overall payout of 90% of target. The Compensation Committee made an upward adjustment to Yongsoo Kim’s payout to reflect his expanded role and meaningful individual contributions to drive Company performance during fiscal year 2024. The actual 2024 Annual Bonus payout for each NEO for fiscal year 2024 is reflected in the table below.
2024 Annual Bonus – Actual Results and Payouts
| Named Executive Officer | Target Annual Bonus Amount(1) ($) | Payout Percentage (%) | Actual Bonus Payout(1) ($) | | Junkoo Kim | 570,000 | 90 | 513,000 | | David J. Lee | 500,000 | 90 | 450,000 | | Chankyu Park | 130,612 | 90 | 117,551 | | Yongsoo Kim | 81,633 | 117 | 95,238 | | Hyeeun Son | 81,633 | 90 | 73,469 |
2024 Annual Bonus – Actual Results and Payouts
1.Amounts in this table for Chankyu Park, Yongsoo Kim, and Hyeeun Son were converted to U.S. dollars (USD) from Korean Won (KRW) based on the USD/KRW exchange rate of 1,470 on December 31, 2024.
2024 Annual Bonus – Actual Results and Payouts
| 2025 Proxy Statement | | 27 |
Long-Term Equity-Based Compensation
Long-Term Equity-Based Compensation We believe that equity-based compensation is an important component of our executive compensation program and that providing a significant portion of our executive officers’ total compensation package in equity-based compensation aligns the incentives of our executives with the interests of our stockholders and with our long-term corporate success. Additionally, we believe that equity-based compensation awards enable us to attract, motivate, retain and adequately compensate executive talent. We believe equity awards provide executives with a significant long-term interest in our success by rewarding the creation of stockholder value over time. The Company maintains the 2024 Omnibus Incentive Plan (the “Incentive Plan”). Each of our NEOs is eligible to participate in the Incentive Plan, which provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based awards, other stock-based awards and cash-based awards to employees and other service providers of the Company and its affiliates, including non-employee directors. The Compensation Committee determines the size and vesting terms of all awards made under the Incentive Plan and administers all other aspects of the Incentive Plan. The Company also maintains the 2020 Stock Option Plan (the “Prior Plan”), the Amended and Restated 2020 Stock Option Plan (the “A&R Prior Plan”), the Second Amended and Restated 2020 Stock Option Plan (the “Second A&R Prior Plan”), and the Third Amended and Restated 2020 Equity Incentive Plan (the “Third A&R Prior Plan” and, collectively with the Prior Plan, the A&R Prior Plan and the Second A&R Prior Plan, the “Prior Plans”) pursuant to which our NEOs were granted incentive equity awards during fiscal year 2024 prior to the Company’s IPO. The Company does not intend to issue any future awards under the Prior Plans. In determining the amount of long-term equity incentives to award our NEOs for fiscal year 2024, the Board reviewed grant values provided to comparable executives of similarly-situated companies and considered the NEO’s respective role and individual performance. In April and May of 2024, the Board approved awards of restricted stock units and stock options under the Third A&R Prior Plan (collectively, the “2024 Equity Awards”), as detailed in the table below.
Long-Term Equity-Based Compensation
| Named Executive Officer | Number of Options Granted (#) | Number of RSUs Granted (#) | Grant Value of Award(s)(1) ($) | | Junkoo Kim | — | 444,444 | 9,999,990 | | David J. Lee | — | 228,420 | 5,139,450 | | Chankyu Park | 98,070 | 103,110 | 3,207,509 | | Yongsoo Kim | 33,600 | 103,110 | 2,624,055 | | Hyeeun Son | 27,000 | 72,444 | 1,874,340 |
Long-Term Equity-Based Compensation
1.Amounts in this column were computed in accordance with FASB ASC Topic 718. The 2024 Equity Awards were granted subject to vesting based on (i) the occurrence of the Company’s IPO and (ii) a service-based vesting schedule, as described below. The restricted stock unit awards time-vest as follows, in each case, subject to each NEO’s continued employment through the applicable vesting date and the occurrence of the Company’s IPO: (a) for Junkoo Kim, the restricted stock units vested on January 1, 2025; (b) for David J. Lee, the restricted stock units vest in installments equal to 1/12th of the total number of options on the last date of each of the first 12 successive three-month periods following April 12, 2024; and (c) for Chankyu Park, Yongsoo Kim and Hyeeun Son, the restricted stock units vest in installments of 30%, 30% and 40% on the first, second and third anniversary of May 28, 2024. The stock option awards granted to Chankyu Park, Yongsoo Kim and Hyeeun Son generally time-vest upon each NEO’s continued employment through May 10, 2027.
Long-Term Equity-Based Compensation
| 28 | | 2025 Proxy Statement |
RISK MANAGEMENT
RISK MANAGEMENT We believe that the Company’s compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to stockholders. The combination of performance measures for annual bonuses and the equity compensation programs for our NEOs, as well as the multiyear vesting schedules for equity awards, are designed to encourage NEOs to maintain both a short and a long-term view with respect to Company performance.
AGREEMENTS WITH NAMED EXECUTIVE OFFICERS
AGREEMENTS WITH NAMED EXECUTIVE OFFICERS We believe that a strong, experienced management team is essential to operating the Company in the best interests of the Company and our stockholders. We recognize that the possibility of a change in control could arise and that such a possibility could result in the departure or distraction of members of the management team to the detriment of the Company and our stockholders. We have entered into employment agreements with Junkoo Kim and David J. Lee and Business Delegation Agreements with all of our NEOs (excluding Mr. Lee) in order to minimize employment security concerns arising in the course of negotiating and completing a significant transaction. For a description of the terms of such employment agreement and such Business Delegation Agreements, please see the section below entitled “—Narrative Description to the Summary Compensation Table and the Grants of Plan-Based Awards Table for the 2024 Fiscal Year.” For a more complete description of our obligations under the employment agreements in the event of a termination of employment or change in control, please see the section below entitled “—Potential Payments Upon Termination or Change in Control.”
Tax and Accounting Considerations
Section 280G. Section 280G of the Code disallows a tax deduction with respect to “excess parachute payments” to certain executive officers of companies that undergo a change in control. In addition, Section 4999 of the Code imposes a 20% excise tax penalty on the individual receiving the “excess parachute payment.” A parachute payment is compensation that is linked to or triggered by a change in control and may include, but is not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans or programs and other equity-based compensation. “Excess parachute payments” are parachute payments that exceed a threshold determined under Section 280G of the Code based on an executive officer’s prior compensation. In approving compensation arrangements for our NEOs, the Board considers all elements of the cost to us in connection with providing such compensation, including the potential impact of Section 280G of the Code. However, the Board may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility of Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent. We do not provide for excise tax gross-ups to our executive officers and do not expect to do so in the future. Section 409A. Section 409A of the Code affects the manner by which deferred compensation opportunities are offered to our employees because Section 409A requires, among other things, that “non-qualified deferred compensation” be structured in a manner that limits employees’ abilities to accelerate or further defer certain kinds of deferred compensation. We intend to operate our existing compensation arrangements that are covered by Section 409A in accordance with the applicable rules thereunder, and we will continue to review and amend our compensation arrangements where necessary to comply with Section 409A. To the extent applicable, our compensation arrangements are structured and interpreted to comply with, or be exempt from, Section 409A and the regulations and other interpretive guidance that may be issued under Section 409A.
FISCAL YEAR 2024 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | All Other Compensation(6) ($) | Total ($) | | Junkoo Kim Chief Executive Officer | 2024 | 582,041 | 30,000,000 | 9,999,990 | — | 513,000 | — | 41,095,031 | | | 2023 | 595,825 | 159,122 | 8,906,610 | — | 684,000 | — | 10,345,557 | | | 2022 | 598,961 | 158,350 | — | — | 705,000 | 58,630 | 1,520,941 | | David J. Lee Chief Financial Officer and Chief Operating Office | 2024 | 500,000 | 250,000 | 5,139,450 | — | 200,000 | 42,601 | 6,132,051 | | | 2023 | 63,462 | 600,000 | 1,446,944 | 3,325,598 | — | — | 5,436,004 | | | 2022 | — | — | — | — | — | — | — | | Chankyu Park Chief Technology Officer | 2024 | 217,687 | — | 2,319,975 | 887,534 | 117,551 | — | 3,542,747 | | | 2023 | 247,093 | 772 | — | 406,841 | 146,711 | — | 801,417 | | | 2022 | 253,783 | — | — | 106,242 | 122,926 | — | 482,951 | | Yongsoo Kim Chief Strategy Officer & Head of Global WEBTOON | 2024 | 142,857 | — | 2,319,975 | 304,080 | 95,238 | — | 2,862,150 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | Hyeeun Son Chief Design Officer | 2024 | 142,857 | — | 1,629,990 | 244,350 | 73,469 | — | 2,090,666 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — |
FISCAL YEAR 2024 GRANTS OF PLAN-BASED AWARDS
FISCAL YEAR 2024 GRANTS OF PLAN-BASED AWARDS The following table sets forth certain information with respect to grants of plan-based awards for the fiscal year ended 2024 with respect to our NEOs.
FISCAL YEAR 2024 GRANTS OF PLAN-BASED AWARDS
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units(2) (#) | All Other Option Awards: Number of Securities Underlying Options(3) (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | | Junkoo Kim | -- | 285,000 | 570,000 | 855,000 | -- | -- | -- | -- | | | 5/28/24 | -- | -- | -- | 444,444 | -- | -- | 9,999,990 | | David J. Lee | -- | | 250,000(5) | -- | -- | -- | -- | -- | | | 4/12/24 | -- | -- | -- | 228,420 | -- | -- | 5,139,450 | | Chankyu Park | -- | 65,306 | 130,612 | 195,918 | -- | -- | -- | -- | | | 5/28/24 | -- | -- | -- | 103,110 | -- | -- | 2,319,975 | | | 5/10/24 | -- | -- | -- | -- | 98,070 | $22.50 | 887,534 | | Yongsoo Kim | -- | 40,816 | 81,633 | 122,449 | -- | -- | -- | -- | | | 5/28/24 | -- | -- | -- | 103,110 | -- | -- | 2,319,975 | | | 5/10/24 | -- | -- | -- | -- | 33,600 | $22.50 | 304,080 | | Hyeeun Son | -- | 40,816 | 81,633 | 122,449 | -- | -- | -- | -- | | | 5/28/24 | -- | -- | -- | 72,444 | -- | -- | 1,629,990 | | | 5/10/24 | -- | -- | -- | -- | 27,000 | $22.50 | 244,350 |
FISCAL YEAR 2024 GRANTS OF PLAN-BASED AWARDS
1.Amounts in this column represent annual performance-based cash bonus opportunities granted to our NEOs in fiscal year 2024, as further described in the section above titled “Compensation Discussion and Analysis – Annual Cash Bonuses.” Amounts in this column for Chankyu Park represents a threshold of 96,000,000 KRW, a target of 192,000,000 KRW and a maximum of 288,000,000 KRW. Amounts in this column for Yongsoo Kim represents a threshold of 60,000,000 KRW, a target of 120,000,000 KRW and a maximum of 180,000,000 KRW. Amounts in this column for Hyeeun Son represents a threshold of 60,000,000 KRW, a target of 120,000,000 KRW and a maximum of 180,000,000 KRW. The amounts in this column for Chankyu Park, Yongsoo Park, and Hyeeun Son were converted to U.S. dollars (USD) from Korean Won (KRW) based on the USD/KRW exchange rate of 1,470.00 on December 31, 2024. 2.Amounts in this column represent RSU awards granted to our NEOs in fiscal year 2024 under the Third A&R Prior Plan. For additional information, please see the section below titled “Compensation Discussion and Analysis – Long-Term Incentive Compensation.” 3.Amounts in this column represent Option awards granted to our NEOs in fiscal year 2024 under the Third A&R Prior Plan. 4.Amounts in this column represent the grant date fair value of the option awards granted to our NEOs in fiscal year 2024, as computed in accordance with FASB ASC Topic 718. 5.This amount reflects David J. Lee’s target annual performance-based cash bonus opportunity for fiscal year 2024 and does not include the guaranteed portion of his annual cash bonus equal to 50% of his base salary for fiscal year 2024 (i.e., $250,000).
FISCAL YEAR 2024 GRANTS OF PLAN-BASED AWARDS
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NARRATIVE DESCRIPTION TO THE SUMMARY COMPENSATION TABLE AND THE GRANTS OF PLAN-BASED AWARDS TABLE FOR THE 2024 FISCAL YEAR
NARRATIVE DESCRIPTION TO THE SUMMARY COMPENSATION TABLE AND THE GRANTS OF PLAN-BASED AWARDS TABLE FOR THE 2024 FISCAL YEAR
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END The following table sets forth certain information with respect to outstanding equity awards held by our NEOs as of December 31, 2024.
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| | | Option Awards(1) | | | | | Stock Awards(1) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Junkoo Kim | 5/28/2024 | — | — | — | — | — | 444,444(2) | 6,035,550 | — | — | | | 11/23/2020 | 3,461,670 | — | — | 11.04 | 11/23/2028 | — | — | — | — | | David J. Lee | 4/12/2024 | — | — | — | — | — | 190,350(3) | 2,584,953 | — | — | | | 11/22/2023 | — | — | — | — | — | 47,442(4) | 644,262 | — | — | | | 11/22/2023 | 197,669 | 395,340(5) | — | 20.34 | 11/22/2031 | — | — | — | — | | Chankyu Park | 5/28/2024 | — | — | — | — | — | 103,110(6) | 1,400,234 | — | — | | | 5/10/2024 | — | 98,070(7) | — | 22.50 | 5/10/2032 | — | — | — | — | | | 11/22/2023 | — | 49,500(8) | — | 20.34 | 11/22/2031 | — | — | — | — | | | 12/26/2022 | — | 9,000(9) | — | 32.30 | 12/26/2030 | — | — | — | — | | | 10/7/2021 | 10,140 | — | — | 13.04 | 10/7/2029 | — | — | — | — | | | 11/23/2020 | 37,920 | — | — | 11.04 | 11/23/2028 | — | — | — | — | | Yongsoo Kim | 5/28/2024 | — | — | — | — | — | 103,110(6) | 1,400,234 | — | — | | | 5/10/2024 | — | 33,600(7) | — | 22.50 | 5/10/2032 | — | — | — | — | | | 11/22/2023 | — | 48,000(8) | — | 20.34 | 11/22/2031 | — | — | — | — | | | 2/28/2023 | — | 3,000(10) | — | 32.30 | 2/28/2031 | — | — | — | — | | | 12/26/2022 | — | 12,630(9) | — | 32.30 | 12/26/2030 | — | — | — | — | | Hyeeun Son | 5/28/2024 | — | — | — | — | — | 72,444(6) | 983,790 | — | — | | | 5/10/2024 | — | 27,000(7) | — | 22.50 | 5/10/2032 | — | — | — | — | | | 11/22/2023 | — | 30,000(8) | — | 20.34 | 11/22/2031 | — | — | — | — | | | 12/26/2022 | — | 2,460(9) | — | 32.30 | 12/26/2030 | — | — | — | — | | | 10/7/2021 | 3,780 | — | — | 13.04 | 10/7/2029 | — | — | — | — | | | 11/23/2020 | 37,920 | — | — | 11.04 | 11/23/2028 | — | — | — | — |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
1.Market value of shares reported was calculated based on the closing share price on December 31, 2024 of $13.58. 2.RSUs vested on January 1, 2025. 3.Represents the unvested portion of an award of 228,420 RSUs that vest in installments equal to 1/12th of the total number of RSUs on the last date of each of the first 12 successive three-month periods following April 12, 2024, subject to Mr. Lee’s continuous employment with the Company. The vesting of these RSUs was also contingent upon the closing of an initial public offering or a change in control of the Company, which condition was satisfied in connection with the IPO.
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
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OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
4.Represents the unvested portion of an award of 71,162 RSUs that vest in installments equal to 1/12th of the total number of RSUs on the last day of each of the first 12 successive three-month periods following November 1, 2023, subject to Mr. Lee’s continuous employment with the Company through each vesting date. The vesting of these RSUs was also contingent upon the closing of an initial public offering or a change in control of the Company, which condition was satisfied in connection with the IPO. 5.Represents the unvested portion of an award of 593,009 Options that vest in installments equal to 1/12th of the total number of options on the last date of each of the first 12 successive three-month periods following November 1, 2023, subject to Mr. Lee’s continuous employment with the Company through each vesting date. The vesting of these Options was also contingent upon the closing of an initial public offering or a change in control of the Company, which condition was satisfied in connection with the IPO. 6.Unvested RSUs to vest in installments of 30%, 30% and 40% on the first, second and third anniversary of May 28, 2024, subject to the NEO’s continuous employment with the Company through each vesting date. 7.Unvested Options to vest in full on May 10, 2027, subject to the NEO’s continued employment through such date. The vesting of these Options was also contingent upon the closing of an initial public offering or a change in control of the Company, which condition was satisfied in connection with the IPO. 8.Unvested Options to vest in full on November 22, 2026, subject to the NEO’s continued employment through such date. The vesting of these Options was also contingent upon the closing of an initial public offering or a change in control of the Company, which condition was satisfied in connection with the IPO. 9.Unvested Options to vest in full on December 26, 2025, subject to the NEO’s continued employment through such date. The vesting of these Options was also contingent upon the closing of an initial public offering or a change in control of the Company, which condition was satisfied in connection with the IPO. 10.Unvested Options to vest in full on February 28, 2026, subject to the NEO’s continued employment through such date. The vesting of these Options was also contingent upon the closing of an initial public offering or a change in control of the Company, which condition was satisfied in connection with the IPO.
STOCK VESTED IN THE 2024 FISCAL YEAR
STOCK VESTED IN THE 2024 FISCAL YEAR The following table sets forth certain information with respect to the vesting of stock awards during the fiscal year ended 2024 with respect to our NEOs. No stock options were exercised by our NEOs during fiscal year 2024.
STOCK VESTED IN THE 2024 FISCAL YEAR
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Junkoo Kim | 438,030 | 10,074,690 | | David J. Lee | 61,790 | 1,054,390 | | Chankyu Park | — | — | | Yongsoo Kim | — | — | | Hyeeun Son | — | — |
STOCK VESTED IN THE 2024 FISCAL YEAR
1.Represents the gross number of shares of our common stock acquired by the applicable NEO during fiscal year 2024 upon the vesting of such NEO’s applicable stock option award, without reduction for any shares withheld to satisfy applicable tax withholdings. 2.The value realized upon vesting is calculated based on the share price on the date of vesting.
STOCK VESTED IN THE 2024 FISCAL YEAR
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Each of our Named Executive Officers except David J. Lee participate in the NAVER WEBTOON Severance Pay Policy for Executives, which provides for severance pay upon termination of employment due to “resignation” or death if the Named Executive Officer has been employed for at least one year at the time of such termination. For purposes of the Severance Pay Policy for Executives, “resignation” includes termination by either the Company or the executive for any reason and expiration of the executive’s term of office. We have the ability to reduce the severance pay in the event that a Named Executive Officer is terminated due to sanctions, for reasons attributable to the employee (such as failure to achieve business goals or lack of competence and leadership), or damage is caused to the Company or the Company’s reputation due to the Named Executive Officer’s intent, gross negligence or immoral conduct. The severance is payable in a lump sum in an amount equal to the product of (a) the sum of the Named Executive Officer’s (i) total base pay and allowances paid by NAVER WEBTOON for the three months prior to the resignation date, divided by three, plus (ii) the annual incentive compensation paid by NAVER WEBTOON for the year prior to the resignation date, divided by 12, multiplied by (b) the number of whole and partial months the Named Executive Officer was employed by the Company, multiplied by (c) two (the “Severance Pay”). For Named Executive Officers (other than David J. Lee) employed less than one year, we provide a severance incentive arrangement that is calculated in the same way as the severance pay mentioned above. In addition, the Company may pay a discretionary additional bonus of up to 50% of the Severance Pay in recognition of any extraordinary contributions of the Named Executive Officer during employment, as determined by the Board for the CEO and by the CEO for all other participating officers. The Severance Pay Policy for Executives does not provide for enhanced severance or benefits in connection with a change in control. In addition to Junkoo Kim’s entitlements under the Severance Pay Policy for Executives, the Kim Employment Agreement entitles Junkoo Kim to severance benefits if we terminate Mr. Kim without “cause” (which does not include termination due to Mr. Kim’s death or disability) or Mr. Kim resigns with “good reason” (as each of those terms is defined in the Kim Employment Agreement), in each case, subject to Mr. Kim’s execution of a general release. If such qualifying termination does not occur within 12 months following a “change in control” (as defined in the Kim Employment Agreement), Mr. Kim is entitled to receive: (a) a lump sum payment equal to six months of his then-current annual salary under the Kim Employment Agreement, and (b) reimbursement of a portion of the continuation coverage premiums under the Company’s health and welfare benefits for six months following the termination date. If such qualifying termination occurs within 12 months following a “change in control,” Mr. Kim is entitled to receive: (a) a lump sum payment equal to twelve months of his then-current annual salary under the Kim Employment Agreement, (b) reimbursement of a portion of the continuation coverage premiums under the Company’s health and welfare benefits for twelve months following the termination date, (c) a lump sum payment equal to his target annual bonus under the Kim Employment Agreement, prorated for the portion of the fiscal year elapsed as of Mr. Kim’s termination date, and (d) accelerated vesting of 100% of Mr. Kim’s unvested restricted stock units. The executive employment agreement for David J. Lee provides for the following severance benefits if we terminate Mr. Lee without “cause” (which does not include termination due to Mr. Lee’s “disability”) or Mr. Lee resigns with “good reason” (as each of those terms is defined in Mr. Lee’s executive employment agreement), subject to Mr. Lee’s execution of a release of claims: (a) a lump sum payment equal to twelve months of his then-current annual salary, (b) a lump sum payment equal to his target annual bonus, prorated for the portion of the fiscal year elapsed as of Mr. Lee’s termination date, (c) payment of any earned but unpaid annual bonus on the normal payment date, (d) reimbursement of a portion of the continuation coverage premiums under the Company’s health and welfare benefits for twelve months following the termination date, and (e) if such termination or resignation occurs within 12 months following a “change in control” (as defined in Mr. Lee’s employment agreement), any unvested portion of the restricted stock unit award and stock option award granted to Mr. Lee on November 22, 2023 will fully vest. For each NEO other than David J. Lee, in the event the NEO terminates employment during the applicable fiscal year for any reason other than “cause,” the NEO would be entitled to payment of a prorated amount of the Excess Budget Payment as calculated on the date of termination, prorated based on time worked during the applicable fiscal year.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The following table provides information regarding potential payments to our NEOs as of December 31, 2024 in connection with certain termination or change in control events.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Benefits and Payments upon Termination(1) | Termination Due to Death or Disability ($) | Termination by the Company without Cause or by the NEO for Good Reason ($) | Change in Control ($) | Termination by the Company without Cause or by the NEO for Good Reason Following a Change in Control ($) | | Junkoo Kim | | | | | | Cash Severance Payments(2) | 139,689 | 379,689 | — | 1,189,689 | | Accelerated Vesting of Equity Awards(3) | — | — | — | 6,035,550 | | COBRA Payments(4) | — | 8,417 | — | 16,834 | | David J. Lee | | | | | | Cash Severance Payments(2) | — | 1,000,000 | — | 1,000,000 | | Accelerated Vesting of Equity Awards(3) | — | — | — | 644,262 | | COBRA Payments(4) | — | 26,706 | — | 26,706 | | Chankyu Park | | | | | | Cash Severance Payments(2) | 214,966 | 214,966 | — | 214,966 | | Accelerated Vesting of Equity Awards(3) | — | — | — | — | | COBRA Payments(4) | — | — | — | — | | Yongsoo Kim | | | | | | Cash Severance Payments(2) | 51,984 | 51,984 | — | 51,984 | | Accelerated Vesting of Equity Awards(3) | — | — | — | — | | COBRA Payments(4) | — | — | — | — | | Hyeeun Son | | | | | | Cash Severance Payments(2) | 141,072 | 141,072 | — | 141,072 | | Accelerated Vesting of Equity Awards(3) | — | — | — | — | | COBRA Payments(4) | — | — | — | — |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
1.Information in this table assumes a termination date of December 31, 2024 and a price per share of our common stock of $13.58 (the closing price of our common stock on December 31, 2024). 2.Represents the aggregate cash severance payments payable to the applicable NEO (calculated based on the base salary and target annual bonus in effect as of December 31, 2024) in accordance with the terms of (a) the NAVER WEBTOON Severance Pay Policy for Executives for each NEO except David J. Lee, (b) for Junkoo Kim, the NAVER WEBTOON Severance Pay Policy and the Kim Employment Agreement, and (c) for David J. Lee, his employment agreement. The amount reported for Chankyu Park includes a payment of $4,710 in respect of his Excess Budget Payment for fiscal 2024. 3.Represents the aggregate value of (a) for Junkoo Kim, acceleration of 444,444 RSUs granted May 28, 2024 and (b) for David J. Lee, acceleration of the restricted stock unit award and stock option award granted to Mr. Lee on November 22, 2023. 4.Represents the aggregate COBRA payments payable to each of Junkoo Kim and David J. Lee pursuant to their respective employment agreements.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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Director Compensation
Director Compensation The Board has adopted a compensation program for our non-employee directors (the “Director Compensation Policy”). The Director Compensation Policy became effective as of June 27, 2024. Pursuant to the Director Compensation Policy, each member of the Board who is not our employee will receive the following cash compensation for board services, as applicable: •$75,000 per year for service as a board member; •$25,000 per year for service as chairperson of the Audit Committee, $17,000 per year for service as chairperson of the Compensation Committee, and $12,500 per year for service as chairperson of the Nominating and Corporate Governance Committee; and •$12,000 per year for service as a member of the Audit Committee, $10,000 per year for service as a member of the Compensation Committee, and $7,500 per year for service as a member of the Nominating and Corporate Governance Committee. In addition, pursuant to the Director Compensation Policy, our non-employee directors will receive one-time initial grants of restricted stock units in the year of such initial election or appointment, each with a fair market value on the date of grant equal to approximately $450,000 (rounded to the nearest whole number of shares). This equity award will vest in 12 equal quarterly installments over a three-year period, subject to such director’s continuing service on the Board through each applicable vesting date. Our Director Compensation Policy provides that the equity award shall be granted under, and shall be subject to, the terms and provisions of our 2024 Omnibus Incentive Plan and shall be granted subject to the execution and delivery of award agreements.
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE The table below and the narrative in the footnotes provide compensation amounts for our non-employee directors for fiscal year 2024, as well as additional material information in connection with such amounts. For summary information on the provision of the plans and programs, refer to the “Director Compensation” discussion immediately preceding this table. Ms. Winkles and Ms. Dubuc were the only non-employee directors who received compensation for their services to the Board during fiscal 2024.
DIRECTOR COMPENSATION TABLE
| Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | Total ($) | | Isabelle Winkles | 67,569 | 450,000 | 517,569 | | Nancy Dubuc | 60,103 | 450,000 | 510,103 | | Haejin Lee | — | — | — | | Namsun Kim | — | — | — | | Jun Masuda | — | — | — |
DIRECTOR COMPENSATION TABLE
1.Represents the prorated fees paid to Ms. Winkles and Ms. Dubuc for service provided to the Board in 2024. 2.Represents the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of restricted stock awards granted to each of Ms. Winkles and Ms. Dubuc upon joining the Board in April, 2024 and May, 2024, respectively. As of December 31, 2024, our non-employee directors (as of such date) held outstanding and unvested stock awards in the following amounts: Ms. Winkles held 18,450 shares of restricted stock; Ms. Dubuc held 16,675 shares of restricted stock; and Mr. Kim held 21,000 stock options.
DIRECTOR COMPENSATION TABLE
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PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with the Company’s performance, refer to “Executive Compensation—Compensation Discussion and Analysis” above.
PAY VERSUS PERFORMANCE
| | | | | | Value of Initial Fixed $100 Investment In: | | | | | Year | Summary Compensation Table Total for CEO(1) ($) | Compensation Actually Paid to CEO(1)(2) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(1) ($) | Average Compensation Actually Paid to Non-CEO NEOs(1)(2) ($) | Total Stockholder Return(3) ($) | Peer Group Total Stockholder Return(4) ($) | Net Income (Loss) ($ Millions) ($) | Adjusted EBITDA ($ Millions)(5) ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 41,095,031 | 16,571,776 | 3,656,904 | 618,648 | 59.04 | 126.63 | (152.90) | 68.00 |
PAY VERSUS PERFORMANCE
1.NEOs included in these columns reflect the following individuals:
PAY VERSUS PERFORMANCE
| Year | CEO | Non-CEO NEOs | | 2024 | Junkoo Kim | David J. Lee, Chankyu Park, Yongsoo Kim, Hyeeun Son |
PAY VERSUS PERFORMANCE
2.Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid consist of:
PAY VERSUS PERFORMANCE
| | 2024 | | | | CEO ($) | Average Non-CEO NEOs ($) | | Total Compensation from Summary Compensation Table | 41,095,031 | 3,656,904 | | Adjustments for Equity Awards(a) | | | | Adjustment for grant date values in the Summary Compensation Table | (9,999,990) | (3,211,338) | | Year-end fair value of unvested awards granted in the current year | 6,035,550 | 1,781,043 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | — | (1,395,498) | | Fair values at vest date for awards granted and vested in current year | — | 149,282 | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | (20,558,815) | (361,745) | | Forfeitures during current year equal to prior year-end fair value | — | — | | Dividends or dividend equivalents not otherwise included in the total compensation | — | — | | Total Adjustments for Equity Awards | (24,523,255) | (3,038,256) | | Compensation Actually Paid (as calculated) | 16,571,776 | 618,648 |
PAY VERSUS PERFORMANCE
(a)Equity valuation assumptions for calculating Compensation Actually Paid are not materially different from grant date valuation assumptions. 3. Total Stockholder Return represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on June 27, 2024, the date our common stock commenced regular-way trading on the Nasdaq Exchange, through the end of the fiscal year, assuming reinvestment of dividends.
PAY VERSUS PERFORMANCE
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PAY VERSUS PERFORMANCE
4. Peer Group Total Stockholder Return represents the weighted average return on a fixed investment of $100 in the companies of: Bumble Inc., Fastly, Inc., fuboTV Inc., Grindr Inc., Lions Gate Entertainment Corp., Pinterest, Inc., Playstudios, Inc., Playtika Holding Corp., Roblox Corp, Unity Software Inc., Vimeo, Inc., Ziff Davis, Inc., and Reddit Inc. for the period beginning on June 27, 2024, through the end of the fiscal year, assuming reinvestment of dividends. 5. Adjusted EBITDA is a non-GAAP financial measure. See Appendix A of this Proxy Statement for additional information on non-GAAP financial measures. The following three graphs describe the relationship between “compensation actually paid” to the CEO, as calculated in accordance with the SEC rules, and the average of “compensation actually paid” to the NEOs other than the CEO, all as calculated in accordance with SEC rules, and the TSR, net income, and Adjusted EBITDA information presented in the Pay Versus Performance table.
PAY VERSUS PERFORMANCE
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