DEF 14A of WEBTOON Entertainment Inc.
Filed Apr 22, 2026 · FY20250001997859-26-000055
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 2027 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 5, 2027 and not earlier than the close of business on February 3, 2027, assuming the Company does not change the date of the 2027 annual meeting of stockholders by more than 30 days before or 70 days after the one-year anniversary of the Annual Meeting. If the date of the 2027 annual meeting of stockholders is changed by more than 30 calendar days from such anniversary date or is later than 70 calendar days after such anniversary date, the stockholder must provide notice by the later of 90 calendar days prior to the date of the 2027 annual meeting of stockholders or the 10th calendar day following the date on which public announcement of the date of the 2027 annual meeting of stockholders is first made by the Company. 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 60 calendar days prior to the one-year anniversary of the Annual Meeting (for the 2027 annual meeting of stockholders, no later than April 4, 2027). If the date of the 2027 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 2027 annual meeting of stockholders or the 10th calendar day following the date on which public announcement of the date of the 2027 annual meeting of stockholders is first made by the Company.
Stockholder Recommendations for Director Nominees
| 8 | | 2026 Proxy Statement |
Election of Directors
Election of Directors Our Board recommends that the nominees below be elected as members of the Board at the Annual Meeting.
Election of Directors
| Name | Class | Age | Current Term Expires | Expiration of Term For Which Nominated | | Namsun Kim | II | 47 | 2026 | 2029 | | Jun Masuda | II | 48 | 2026 | 2029 | | Isabelle Winkles | II | 48 | 2026 | 2029 |
Election of Directors
Each 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, any 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” each of the director nominees. |
Election of Directors
| 2026 Proxy Statement | | 9 |
DIRECTOR NOMINEE TO SERVE FOR A THREE-YEAR TERM EXPIRING AT THE 2029 ANNUAL MEETING
DIRECTOR NOMINEE TO SERVE FOR A THREE-YEAR TERM EXPIRING AT THE 2029 ANNUAL MEETING
DIRECTOR NOMINEE TO SERVE FOR A THREE-YEAR TERM EXPIRING AT THE 2029 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. Since October 2025, Mr. Kim has also served as the Chief Executive Officer of Poshmark Inc. 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. |
DIRECTOR NOMINEE TO SERVE FOR A THREE-YEAR TERM EXPIRING AT THE 2029 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, Executive Corporate Officer at LY Corporation since October 2023, Domain Lead of Content & Membership Domain at LY Corporation since October 2025, succeeding his role as Entertainment Company CEO from October 2023 to September 2025, and Representative Director of LINE MUSIC Corporation since December 2014. 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. |
DIRECTOR NOMINEE TO SERVE FOR A THREE-YEAR TERM EXPIRING AT THE 2029 ANNUAL MEETING
| 10 | | 2026 Proxy Statement |
DIRECTOR NOMINEE TO SERVE FOR A THREE-YEAR TERM EXPIRING AT THE 2029 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. |
CONTINUING DIRECTORS
CONTINUING DIRECTORS
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)
| 2026 Proxy Statement | | 11 |
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, is currently serving as Chief Financial Officer and President of Wattpad Corp. since April 2026, and oversees global corporate, financial and operations teams of the Company and two of our wholly-owned subsidiaries, Wattpad Corp. and WBTN Canada Corp. Mr. Lee has been a member of our Board since April 2024. 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)
| 12 | | 2026 Proxy Statement |
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)
| Saeju Jeong | Saeju Jeong has served as a member of our Board since June 2025. Mr. Jeong has served as the Executive Chairman of Noom, a leading digital health company, since July 2023. Mr. Jeong co-founded Noom in 2008, and served as the CEO from July 2006 to July 2023. Mr. Jeong is also a board member of the Foundation for the NIH and co-founder of United Korean Founders. | | | | | We believe that Mr. Jeong is qualified to serve on our Board based on his deep understanding of the consumer market, strategic governance experience, and entrepreneurial success. |
Class III Directors (Terms expiring at the 2027 annual meeting)
| 2026 Proxy Statement | | 13 |
Class I Directors (Terms expiring at the 2028 annual meeting)
Class I Directors (Terms expiring at the 2028 annual meeting)
Class I Directors (Terms 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. |
Class I Directors (Terms expiring at the 2028 annual meeting)
| Yongsoo Kim | Yongsoo Kim has served as our President and a member of our Board since March 2026. Mr. Kim joined our Company in November 2022 as Head of Strategy and served in the position until December 2023, leading our company-wide transformation in 2023. Mr. Kim became our Chief Strategy Officer in December 2023 and concurrently served as Head of Global WEBTOON from August 2024 until February 2026, leading global strategic initiatives and WEBTOON’s Rest of the World business to accelerate our organic and inorganic growth and global integration. Since April 2025, Mr. Kim has also been leading operations of WEBTOON Productions (formerly Wattpad WEBTOON Studios), our North American entertainment business. Prior to joining our Company, Mr. Kim served as Chief Operating Officer at Mars Auto and as Principal at KKR, from January 2022 to October 2022 and from January 2018 to January 2022, respectively. Mr. Kim also served as Project Manager at Tesla from April 2017 to January 2018, and served as Engagement Manager at McKinsey & Company from October 2012 to April 2017. Mr. Kim previously served as a member of the board of directors at LD CARBON Co., Ltd. from April 2025 to March 2026, and at ECORBIT Corp. (formerly TSK Corporation) from December 2020 to March 2022. Further, Mr. Kim served as an auditor at HD Hyundai Marine Solution Co., Ltd. from June 2021 to January 2022. Mr. Kim received a Bachelor of Business Administration at Yonsei University in 2012. | | | | | We believe that Mr. Kim is qualified to serve on our Board based on his experience in strategic leadership, operational execution, and global growth that is directly relevant to the Company’s business, structure, and long-term objectives. |
Class I Directors (Terms expiring at the 2028 annual meeting)
| 14 | | 2026 Proxy Statement |
Class I Directors (Terms expiring at the 2028 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 | | ✓ | Comprehensive Stock Ownership Guidelines | 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 The Compensation Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”), an independent compensation consultant for fiscal year 2025. In fiscal year 2025, Pearl Meyer assisted the Compensation Committee by providing competitive compensation data to assist in pay determinations for 2026, assessing the design of our short- and long-term incentive programs, providing information on trends in executive compensation and governance, and reviewing the compensation peer group established in 2024. The Compensation Committee conducted a specific review of its relationship with Pearl Meyer in fiscal year 2025 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 2025, the Compensation Committee reviewed and discussed compensation data for our NEOs to assist in determining 2026 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. In fiscal year 2025, the Compensation Committee, with input from Pearl Meyer, reviewed the peer group established in 2024 to confirm that it remains appropriate for comparison or to account for mergers, acquisition, bankruptcies or other events impacting companies within the peer group. The following companies comprised our fiscal year 2025 peer group, which was used for determining fiscal year 2026 compensation:
Peer Group
| Fiscal Year 2025 Peer Group | | | Bumble Inc. | Pinterest, Inc. | | Fastly, Inc. | Reddit, Inc. | | fuboTV Inc. | Roblox Corporation | | Grindr Inc. | Unity Software Inc. | | Lionsgate Studios Corp. | Vimeo, Inc. | | PLAYSTUDIOS, Inc. | Ziff Davis, Inc. | | Playtika Holding Corp. | |
Peer Group
For fiscal year 2025, Squarespace was eliminated from the peer group as it was taken private in 2024. No new companies were added to the peer group for 2025.
Peer Group
| 2026 Proxy Statement | | 23 |
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. Each year, 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 2025.
Annual Cash Bonuses
| Named Executive Officer | Annual Target Bonus ($)(1) | | Junkoo Kim(2) | 570,000 | | David J. Lee(3) | 500,000 | | Chankyu Park | 133,807 | | Yongsoo Kim | 131,967 | | Hyeeun Son | 86,208 |
Annual Cash Bonuses
1.Amounts in this column for Chankyu Park and Hyeeun Son were converted to U.S. dollars (USD) from Korean Won (KRW) based on the USD/KRW exchange rate of 1,434.90 on December 31, 2025. 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.
Annual Cash Bonuses
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Annual Cash Bonuses
Consistent with prior years, the annual bonus payout for fiscal year 2025 (the “2025 Annual Bonus”) 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 2025 Annual Bonus, the corporate performance metrics included “Application Monthly Active Users”, year-over-year revenue growth on a constant currency basis, and Adjusted EBITDA Margin. We define “Application Monthly Active Users” or “app MAU” as users who visited one of our mobile applications at least once in the applicable calendar month, averaged over each month in the given period. Revenue is determined in accordance with U.S. generally accepted accounting principles (“GAAP”). Adjusted EBITDA Margin is used by the Company to measure performance. 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 and Adjusted EBITDA Margin, and reconciliations of revenue on a constant currency basis, revenue growth on a constant currency basis, Adjusted EBITDA, and Adjusted EBITDA Margin to the directly comparable GAAP measure. Targets and actual achievement of each metric are set forth below under “—2025 Annual Bonus – Actual Results and Payouts.”
2025 Annual Bonus – Actual Results and Payouts
2025 Annual Bonus – Actual Results and Payouts The 2025 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 2025 were as follows:
2025 Annual Bonus – Actual Results and Payouts
| 26 | | 2026 Proxy Statement |
2025 Annual Bonus – Actual Results and Payouts
| Metric | Target | Fiscal Year 2025 Results | % of Target | | Application Monthly Active Users (in millions) | 88 | 80 | 90% | | Year-over-year revenue growth on a constant currency basis(1) | 15% | 3.9% | 26% | | Adjusted EBITDA Margin(2) | 5% | 1.3% | 26% |
2025 Annual Bonus – Actual Results and Payouts
1.Revenue growth on a constant currency basis is a non-GAAP financial measure. See Appendix A of this Proxy Statement for additional information on non-GAAP financial measures. 2.Adjusted EBITDA Margin 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. Reflecting their accountability for the Company’s 2025 fiscal year corporate performance, the payouts for Junkoo Kim and David J. Lee were set at 50% of their targets, and the payout for Chankyu Park was set at 60% of target. The Compensation Committee made relative upward adjustments to Yongsoo Kim and Hyeeun Son’s payouts compared to other NEOs, to reflect Yongsoo’s expanded roles and both of their critical individual contributions in navigating a challenging fiscal year 2025. The actual 2025 Annual Bonus payout for each NEO for fiscal year 2025 is reflected in the table below.
2025 Annual Bonus – Actual Results and Payouts
| Named Executive Officer | Target Annual Bonus Amount(1) ($) | Payout Percentage (%) | Actual Bonus Payout(1) ($) | | Junkoo Kim | 570,000 | 50 | 285,000 | | David J. Lee | 500,000 | 50 | 250,000 | | Chankyu Park | 133,807 | 60 | 80,284 | | Yongsoo Kim | 131,967 | 80 | 105,573 | | Hyeeun Son | 86,208 | 80 | 68,966 |
2025 Annual Bonus – Actual Results and Payouts
1.Amounts in this table for Chankyu Park and Hyeeun Son were converted to U.S. dollars (USD) from Korean Won (KRW) based on the USD/KRW exchange rate of 1,434.90 on December 31, 2025.
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.
Long-Term Equity-Based Compensation
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Long-Term Equity-Based Compensation
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 2025, the Board reviewed grant values provided to comparable executives of similarly-situated companies and considered the NEO’s respective role and individual performance. In March and April of 2025, the Board approved awards of restricted stock units under the 2024 Omnibus Incentive Plan (collectively, the “2025 Equity Awards”), as detailed in the table below.
Long-Term Equity-Based Compensation
| Named Executive Officer | Number of RSUs Granted (#) | Grant Value of Award(s)(1) ($) | | Junkoo Kim | — | — | | David J. Lee | — | — | | Chankyu Park | 22,802 | 210,006 | | Yongsoo Kim | 27,384 | 241,511 | | Hyeeun Son | 18,242 | 168,009 |
Long-Term Equity-Based Compensation
1.Amounts in this column were computed in accordance with FASB ASC Topic 718. The 2025 Equity Awards were granted subject to vesting based on 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: (a) for Chankyu Park, Yongsoo Kim and Hyeeun Son, the restricted stock units vest in installments of 30%, 30% and 40% on March 15, 2025, the first and second anniversary of that date; and (b) for Yongsoo Kim’s second grant for fiscal year 2025, the restricted stock units vest in installments of 30%, 30% and 40% on April 15, 2025, the first and second anniversary of that date.
Fiscal 2026 PSU Program
Fiscal 2026 PSU Program In March 2026, the Compensation Committee introduced a performance stock unit (“PSU”) program as an additional component of the Company’s long-term equity compensation program for senior executives. The PSU program is designed to strengthen the alignment between executive compensation and long-term stockholder value creation. Under the PSU program, PSUs may be granted annually to certain senior executives with significant responsibility for the Company’s performance. The PSUs are subject to a three-year performance period and are settled in shares of the Company’s common stock following the completion of the applicable performance period. The number of shares earned under the PSUs will be determined based on the Company’s total stockholder return (“TSR”) relative to the TSR of a performance peer group (relative TSR, or “rTSR”) over the three-year performance period. The peer group used for this purpose consists of companies within the Interactive Home Entertainment, Internet Services and Infrastructure, Interactive Media and Services, and Movies and Entertainment industries. The PSU program provides for a payout opportunity ranging from 0% to 200% of the target number of PSUs granted, depending on the Company’s relative TSR performance compared to the peer group over the three-year performance period. No PSUs will be earned if the Company’s relative TSR performance falls below the threshold level established by the Compensation Committee. The Compensation Committee selected rTSR as the performance metric because it directly links executive compensation to stockholder returns and provides an objective measure of the Company’s performance relative to its peers.
Fiscal 2026 PSU Program
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RISK MANAGEMENT
RISK MANAGEMENT Our compensation committee also regularly reviews the Company’s compensation policies and practices to determine whether they encourage excessive risk-taking, reviews, and discusses at least annually the relationship between risk management policies and practices and compensation and evaluates compensation policies and practices that could mitigate any such risk. Our compensation committee has specifically evaluated the Company’s compensation structure and practices and concluded that they are not reasonably likely to have a material adverse effect on our business. 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 2025 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.”
FISCAL YEAR 2025 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Junkoo Kim Chief Executive Officer | 2025 | 584,537 | — | — | — | 285,000 | 66,045 | 935,582 | | | 2024 | 582,041 | 30,000,000 | 9,999,990 | — | 513,000 | — | 41,095,031 | | | 2023 | 595,825 | 159,122 | 8,906,610 | — | 684,000 | — | 10,345,557 | | David J. Lee Chief Financial Officer and Chief Operating Officer | 2025 | 500,000 | 250,000 | — | — | — | 41,350 | 791,350 | | | 2024 | 500,000 | 250,000 | 5,139,450 | — | 200,000 | 42,601 | 6,132,051 | | | 2023 | 63,462 | 600,000 | 1,446,944 | 3,325,598 | — | — | 5,436,004 | | Chankyu Park Chief Technology Officer | 2025 | 223,012 | — | 210,006 | — | 80,284 | 12,878 | 526,180 | | | 2024 | 217,687 | — | 2,319,975 | 887,534 | 117,551 | — | 3,542,747 | | | 2023 | 247,093 | 772 | — | 406,841 | 146,711 | — | 801,417 | | Yongsoo Kim Chief Strategy Officer & Head of Global WEBTOON | 2025 | 209,074 | — | 241,511 | — | 105,573 | 137,761 | 693,919 | | | 2024 | 142,857 | — | 2,319,975 | 304,080 | 95,238 | — | 2,862,150 | | | 2023 | — | — | — | — | — | — | — | | Hyeeun Son Chief Design Officer | 2025 | 150,742 | — | 168,009 | — | 68,966 | — | 387,717 | | | 2024 | 142,857 | — | 1,629,990 | 244,350 | 73,469 | — | 2,090,666 | | | 2023 | — | — | — | — | — | — | — |
FISCAL YEAR 2025 GRANTS OF PLAN-BASED AWARDS
FISCAL YEAR 2025 GRANTS OF PLAN-BASED AWARDS The following table sets forth certain information with respect to grants of plan-based awards for the fiscal year ended 2025 with respect to our NEOs.
FISCAL YEAR 2025 GRANTS OF PLAN-BASED AWARDS
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units(2) (#) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Junkoo Kim | — | 285,000 | 570,000 | 855,000 | — | — | | David J. Lee | — | | 250,000(3) | 250,000 | — | — | | Chankyu Park | — | 66,904 | 133,807 | 200,711 | — | — | | | 3/7/25 | — | — | — | 22,802 | 210,006 | | Yongsoo Kim | — | 65,983 | 131,967(4) | 197,950 | — | — | | | 4/3/25 | — | — | — | 9,142 | 73,502 | | | 3/7/25 | — | — | — | 18,242 | 168,009 | | Hyeeun Son | — | 43,104 | 86,208 | 129,312 | — | — | | | 3/7/25 | — | — | — | 18,242 | 168,009 |
FISCAL YEAR 2025 GRANTS OF PLAN-BASED AWARDS
1.Amounts in this column represent annual performance-based cash bonus opportunities granted to our NEOs in fiscal year 2025, 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 Hyeeun Son represents a threshold of 61,850,000 KRW, a target of 123,700,000 KRW and a maximum of 185,550,000 KRW. The amounts in this column for Chankyu Park and Hyeeun Son were converted to U.S. dollars (USD) from Korean Won (KRW) based on the USD/KRW exchange rate of 1,434.90 on December 31, 2025. 2.Amounts in this column represent RSU awards granted to our NEOs in fiscal year 2025 under the Incentive Plan. For additional information, please see the section below titled “Compensation Discussion and Analysis – Long-Term Incentive Compensation.” 3.This amount reflects David J. Lee’s target annual performance-based cash bonus opportunity for fiscal year 2025 and does not include the guaranteed portion of his annual cash bonus equal to 50% of his base salary for fiscal year 2025 (i.e., $250,000). 4.Represents the U.S. dollar equivalent of a target bonus of 180,000,000 Korean Won pursuant to Yongsoo Kim’s business delegation agreement, converted using an exchange rate of 1,363.98 Korean Won per U.S. dollar, which was the rate applied for Board approval of the award.
FISCAL YEAR 2025 GRANTS OF PLAN-BASED AWARDS
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NARRATIVE DESCRIPTION TO THE SUMMARY COMPENSATION TABLE AND THE GRANTS OF PLAN-BASED AWARDS TABLE FOR THE 2025 FISCAL YEAR
NARRATIVE DESCRIPTION TO THE SUMMARY COMPENSATION TABLE AND THE GRANTS OF PLAN-BASED AWARDS TABLE FOR THE 2025 FISCAL YEAR
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table sets forth certain information with respect to outstanding equity awards held by our NEOs as of December 31, 2025.
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| | | Option Awards(1) | | | | | Stock Awards(1) | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | 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) | | Junkoo Kim | 11/23/2020 | 3,461,670 | — | — | 11.04 | 11/23/2028 | — | — | | David J. Lee | 4/12/2024 | — | — | — | — | — | 114,210(2) | 1,488,156 | | | 11/22/2023 | — | — | — | — | — | 23,721(3) | 309,085 | | | 11/22/2023 | 395,339 | 197,670(4) | — | 20.34 | 11/22/2031 | — | — | | Chankyu Park | 3/7/2025 | — | — | — | — | — | 15,962(5) | 207,985 | | | 5/28/2024 | — | — | — | — | — | 72,177(6) | 940,466 | | | 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 | — | — | 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 | 4/3/2025 | — | — | — | — | — | 6,400(9) | 83,392 | | | 3/7/2025 | — | — | — | — | — | 12,770(5) | 166,393 | | | 5/28/2024 | — | — | — | — | — | 72,177(6) | 940,466 | | | 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 | — | — | 32.30 | 12/26/2030 | — | — | | Hyeeun Son | 3/7/2025 | — | — | — | — | — | 12,770(5) | 166,393 | | | 5/28/2024 | — | — | — | — | — | 50,711(6) | 660,764 | | | 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 | — | — | 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 2025 FISCAL YEAR-END
1.Market value of shares reported was calculated based on the closing share price on December 31, 2025 of $13.03. 2.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. 3.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.
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
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OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
4.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. 5.Unvested RSUs to vest in installments of 30%, 30% and 40% on March 15, 2025, the first and second anniversary of that date, subject to the NEO’s continuous employment with the Company through each vesting date. 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.Represents the unvested portion of an award of 9,142 RSUs that vest in installments of 30%, 30% and 40% on April 15, 2025, the first and second anniversary of that date, subject to the NEO’s continuous employment with the Company through each vesting date. 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 2025 FISCAL YEAR
STOCK VESTED IN THE 2025 FISCAL YEAR The following table sets forth certain information with respect to the vesting of stock awards during the fiscal year ended 2025 with respect to our NEOs. No stock options were exercised by our NEOs during fiscal year 2025.
STOCK VESTED IN THE 2025 FISCAL YEAR
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Junkoo Kim | 444,444 | 6,035,550 | | David J. Lee | 99,861 | 1,196,055 | | Chankyu Park | 37,773 | 338,702 | | Yongsoo Kim | 39,147 | 349,805 | | Hyeeun Son | 27,205 | 243,630 |
STOCK VESTED IN THE 2025 FISCAL YEAR
1.Represents the gross number of shares of our common stock acquired by the applicable NEO during fiscal year 2025 upon the vesting of such NEO’s applicable stock 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 2025 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, 2025 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) | 160,771 | 400,771 | — | 1,210,771 | | Accelerated Vesting of Equity Awards | — | — | — | — | | COBRA Payments(3) | — | 8,417 | — | 16,834 | | David J. Lee | | | | | | Cash Severance Payments(2) | — | 1,000,000 | — | 1,000,000 | | Accelerated Vesting of Equity Awards | — | — | — | 309,085(4) | | COBRA Payments(3) | — | 26,706 | — | 26,706 | | Chankyu Park | | | | | | Cash Severance Payments(2) | 270,230 | 270,230 | — | 257,909 | | Accelerated Vesting of Equity Awards | — | — | — | — | | COBRA Payments(3) | — | — | — | — | | Yongsoo Kim | | | | | | Cash Severance Payments(2) | 111,409 | 111,409 | — | 111,409 | | Accelerated Vesting of Equity Awards | — | — | — | — | | COBRA Payments(3) | — | — | — | — | | Hyeeun Son | | | | | | Cash Severance Payments(2) | 174,331 | 174,331 | — | 174,331 | | Accelerated Vesting of Equity Awards | — | — | — | — | | COBRA Payments(3) | — | — | — | — |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
1.Information in this table assumes a termination date of December 31, 2025 and a price per share of our common stock of $13.03 (the closing price of our common stock on December 31, 2025). 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, 2025) 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 amounts reported for Chankyu Park and Hyeeun Son include payments of $12,320 and $1,881, respectively, in respect of their Excess Budget Payments for fiscal year 2025. 3.Represents the aggregate COBRA payments payable to each of Junkoo Kim and David J. Lee pursuant to their respective employment agreements. 4.Represents the aggregate value of acceleration of the restricted stock unit award and stock option award granted to David J. Lee on November 22, 2023.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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CEO PAY RATIO
CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship between annual total compensation of our median employee and the annual total compensation of our CEO on December 31, 2025, Junkoo Kim. For the fiscal year ended December 31, 2025, the annual total compensation of our median employee was $81,147, and the annual total compensation of our CEO, as reported in the Summary Compensation Table, was $935,582. Based on this information, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee for fiscal year 2025 was 11.53 to 1. To identify the median employee, we captured all employees as of December 31, 2025 excluding independent contractors, and other individuals whose compensation is determined by unaffiliated third parties. As our consistently applied compensation measure, we used gross payroll data for the 12-month period ended on December 31, 2025, modified by adjusting the gross payroll data to exclude any income related to the vesting and exercise of prior equity awards and instead including the grant date fair value of equity awards granted during fiscal year 2025. Compensation paid in foreign currencies was converted to U.S. dollars using the exchange rate as of December 31, 2025. Once the median compensated employee was identified using this methodology, we calculated that individual’s annual total compensation for 2025 in the same manner used to calculate the CEO’s total compensation as set forth in the Summary Compensation Table. The methodology and pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the process described herein.
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)(3)(4) ($) | Total Stockholder Return(4) ($) | Peer Group Total Stockholder Return(5) ($) | Net Income (Loss) ($ Millions) ($) | Adjusted EBITDA ($ Millions)(6) ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 935,582 | 935,582 | 599,792 | 463,982 | 56.65 | 162.15 | (373.40) | 19.4 | | 2024 | 41,095,031 | 16,571,776 | 3,656,904 | 618,648 | 59.04 | 126.63 | (152.90) | 68.0 |
PAY VERSUS PERFORMANCE
1.NEOs included in these columns reflect the following individuals:
PAY VERSUS PERFORMANCE
| Year | CEO | Non-CEO NEOs | | 2025 | Junkoo Kim | David J. Lee, Chankyu Park, Yongsoo Kim, Hyeeun Son | | 2024 | Junkoo Kim | David J. Lee, Chankyu Park, Yongsoo Kim, Hyeeun Son |
PAY VERSUS PERFORMANCE
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PAY VERSUS PERFORMANCE
2.Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid consist of:
PAY VERSUS PERFORMANCE
| | 2025 | | | | CEO ($) | Average Non-CEO NEOs ($) | | Total Compensation from Summary Compensation Table | 935,582 | 599,792 | | Adjustments for Equity Awards(a) | | | | Adjustment for grant date values in the Summary Compensation Table | — | (154,882) | | Year-end fair value of unvested awards granted in the current year | — | 156,041 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | — | (50,228) | | Fair values at vest date for awards granted and vested in current year | — | 43,474 | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | — | (130,215) | | 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 | — | (135,810) | | Compensation Actually Paid (as calculated) | 935,582 | 463,982 |
PAY VERSUS PERFORMANCE
(a)Equity valuation assumptions for calculating Compensation Actually Paid are not materially different from grant date valuation assumptions. 3. Compensation Actually Paid for Non-CEO NEOs in 2024 reflects an immaterial difference from the prior reported year to include shares in whole numbers vs. fractional shares. 4. 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. 5. 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 each fiscal year, assuming reinvestment of dividends. Vimeo, Inc. was acquired on November 24, 2025, and, as a result, did not have a market value at the end of fiscal year 2025. 6. 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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PAY VERSUS PERFORMANCE
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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 $450,000 (rounded to the nearest whole number of shares). This equity award will vest in 12 equal quarterly installments over a three-year period, subject to such director’s continuing service on the Board through each applicable vesting date. Our Director Compensation Policy provides that the equity award shall be granted under, and shall be subject to, the terms and provisions of our 2024 Omnibus Incentive Plan and shall be granted subject to the execution and delivery of award agreements.
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE The table below and the narrative in the footnotes provide compensation amounts for our non-employee directors for fiscal year 2025, as well as additional material information in connection with such amounts. For summary information on the provision of the plans and programs, refer to the “Director Compensation” discussion immediately preceding this table. Ms. Winkles, Ms. Dubuc and Mr. Jeong were the only non-employee directors who received compensation for their services to the Board during fiscal 2025.
DIRECTOR COMPENSATION TABLE
| Name | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | Total ($) | | Isabelle Winkles | 100,000 | — | 100,000 | | Nancy Dubuc | 97,000 | — | 97,000 | | Saeju Jeong | 45,192 | 450,000 | 495,192 |
DIRECTOR COMPENSATION TABLE
1.Represents the annual cash fees paid to Ms. Winkles, Ms. Dubuc and Mr. Jeong for service provided to the Board in 2025, prorated for partial year of service for Mr. Jeong who joined the board in June 2025. 2.Represents the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of restricted stock awards granted to Mr. Jeong upon joining the Board in June 2025. As of December 31, 2025, our non-employee directors (as of such date) held outstanding and unvested stock awards in the following amounts: Ms. Winkles held 11,070 shares of restricted stock; Ms. Dubuc held 10,005 shares of restricted stock; and Mr. Jeong held 40,410 shares of restricted stock.
DIRECTOR COMPENSATION TABLE
| 2026 Proxy Statement | | 45 |