Miles Suk
About Miles Suk
J. Wook (Miles) Suk, age 56, is Chief Executive Officer, Chairman, and a Class III director of Abpro Holdings (ABP). He became CEO in March 2025, served as Co-CEO from September 2024, has been a director since the November 2024 business combination, and served on Abpro Corporation’s board since January 2020. He holds a B.S. in Microbiology from Michigan State University and previously served on the board of publicly listed Gan & Lee Pharmaceuticals (2011–2019), with transaction experience in licensing and alliances at LG Life Sciences and as co‑founder of Bio CND Inc. . ABP is preclinical and disclosed a 2025 restatement and going‑concern uncertainty; therefore TSR/revenue/EBITDA performance metrics for his tenure are not disclosed in filings .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Abpro Holdings, Inc. | Chief Executive Officer; Chairman; Director (Class III) | Director since 2024; CEO since Mar 2025 | Leadership transition from prior CEO; board leadership as combined CEO/Chair |
| Abpro Corporation | Board member; Co‑Chief Executive Officer | Board since Jan 2020; Co‑CEO since Sep 2024 | Oversight of preclinical pipeline and partnerships pre‑de‑SPAC |
| Abpro Holdings, Inc. (public post‑de‑SPAC) | Director (Class III, term to 2027) | 2024–present | Board continuity; classified board structure |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Gan & Lee Pharmaceuticals Co., Ltd. (public) | Board member; senior director/advisor | 2011–2019 | Commercialization of insulin analogs; strategic advisory to a listed biopharma |
| Bio CND Inc. | Co‑founder | Not disclosed | Company later acquired (startup formation/exit) |
| LG Life Sciences, Ltd. | Licensing/strategic alliances/co‑development | Not disclosed | Executed licensing and alliance transactions (business development) |
Fixed Compensation
| Year | Base salary ($) | Target bonus % | Actual bonus ($) | Notes |
|---|---|---|---|---|
| 2023 | — | — | — | Not a named executive officer in 2023; no disclosure |
| 2024 | — | — | — | Company discloses no formal executive compensation arrangement with Mr. Suk |
The Company states it does not have a formal executive compensation arrangement with Mr. Suk; target/actual bonus data are not disclosed .
Performance Compensation
- Equity awards and vesting
| Award type | Grant date | Quantity | Exercise/Grant price | Vesting detail | Expiration | Notes |
|---|---|---|---|---|---|---|
| Stock options (held via Biocelsus International Co Ltd., entity controlled by Mr. Suk) | 2/18/2022 | 613,500 | $1.63 | Fully vested and exercisable on 6/18/2022 | 2/18/2032 | Options credited to Mr. Suk’s beneficial ownership; entity controlled by him (5) (3) |
| RSUs (rollover) | 4/14/2021 | 4,262 | n/a | Unvested units as of 12/31/2024 (market value $7,629 at $1.79) | n/a | Outstanding at FY2024 year‑end (6) |
| RSUs (unvested) | Not disclosed | 500,000 | n/a | Not vested within 60 days of 9/2/2025 | n/a | Disclosed as excluded from 60‑day beneficial ownership computation (3) |
| RSUs (recommended pre‑close) | Oct 2024 (approved/recommended) | 260,000 | n/a | “Standard vesting”; to be issued by New Abpro upon comp committee action and Form S‑8; not yet approved as of April 29, 2025 | n/a | Proposal status; not granted as of proxy date |
- Performance metrics/weighting/payouts: Not disclosed; no PSUs or metric frameworks for Mr. Suk reported in the CD&A. Company‑wide clawback policy adopted (Oct 2023; compliant with Nasdaq Rule 10D‑1) .
Equity Ownership & Alignment
| As‑of date | Total beneficial ownership (shares) | % of class | Composition notes |
|---|---|---|---|
| 4/22/2025 | 705,400 | 1.3% | 85,600 common; 6,300 vested rollover RSUs; 613,500 options currently exercisable via Biocelsus International Co Ltd. (3) |
| 9/2/2025 | 831,962 | 1.0% | 212,162 common; 6,300 vested rollover RSUs; 613,500 options exercisable via Biocelsus; excludes 500,000 unvested RSUs (3) |
Additional alignment disclosures:
- Stock ownership guidelines: Company has no formal executive officer ownership guidelines; insider trading policy prohibits hedging and generally prohibits pledging/margin, with limited exception process for non‑margin loans .
- 10b5‑1 plans: As of the record date, one director had a trading plan; the named individual is not disclosed .
- Vested vs unvested:
- Options: 613,500 already fully vested (exercisable) (5).
- RSUs: 4,262 unvested as of 12/31/2024 (6); 500,000 RSUs outstanding but not vested within 60 days of 9/2/2025 (3).
Employment Terms
| Item | Disclosure |
|---|---|
| Employment start as CEO | March 2025 |
| Current titles | Chief Executive Officer; Chairman; Director (Class III, term expires 2027) |
| Contract term/auto‑renewal | Not disclosed for Mr. Suk |
| Severance | Not disclosed for Mr. Suk |
| Change‑of‑control | Not disclosed for Mr. Suk; Company‑level clawback policy in place |
| Non‑compete/non‑solicit | Not disclosed for Mr. Suk |
| Clawback | Adopted Oct 2023; three‑year lookback for erroneously awarded incentive comp; no recovery required for the 2025 restatement |
| Hedging/pledging | Hedging prohibited; pledging and margin generally prohibited, with limited exceptions for non‑margin loans |
Board Governance
- Board service history: Director since the November 2024 business combination; Class III term through 2027; appointed Chairman; became CEO March 2025 .
- Independence: Not independent (executive officer); board maintains a majority of independent directors (Eisenberg, McDonald, Lee) .
- Committee roles: All board committees (Audit, Compensation, Nominating/Governance) are chaired by independent director Anthony D. Eisenberg; members McDonald and Lee; Mr. Suk does not serve on these committees .
- Dual‑role implications: Combined CEO and Chairman roles concentrate authority; independent committees and majority‑independent board provide counterbalance; board holds executive sessions of independent directors at least twice per year .
Performance & Track Record
- Strategic partnerships underpin value creation: ABP‑102 partnered with Celltrion (global development; $2.0M initial milestone; >$1.75B potential sales milestones; 50/50 profit split with post‑approval cost recovery mechanics) . ABP‑201 partnered with Abpro Bio for Asia/Middle East/CIS (initial $30M equity; up to ~$540M milestones; low‑teens tiered royalties) .
- Execution risks disclosed: Company restated prior periods in April 2025 for license‑related liabilities; identified material weaknesses and going‑concern doubt given funding needs for entering trials; ABP remains preclinical (no human studies yet) .
- Leadership transition: Prior CEO Ian Chan was terminated effective March 3, 2025; Mr. Suk signed the 8‑K as CEO on March 7, 2025 .
Compensation Structure Analysis
- Cash vs equity mix: No base salary or bonuses disclosed for Mr. Suk in 2024; equity is the primary alignment lever (fully vested options; existing and prospective RSUs) .
- Options to RSUs shift: Evidence of increasing RSU usage post‑de‑SPAC (proposed 260,000 RSUs in 2024; later disclosure of 500,000 unvested RSUs as of Sept 2025) suggests a shift to time‑based RSUs (lower risk than options), though specific vesting metrics are not disclosed .
- Clawback and hedging restrictions: Policies align with investor expectations; no tax gross‑ups disclosed .
Risk Indicators & Red Flags
- Financial reporting/restatement and ICFR weaknesses; no clawback triggered due to the nature of restatement .
- Going‑concern uncertainty and capital needs to initiate Phase 1/2 trials in 2026 .
- Nasdaq bid‑price deficiency; company sought shareholder approval for a 1‑for‑10 reverse split to regain compliance, with management authority to implement within one year; risk of post‑split price behavior and dilution from authorized but unissued shares .
- Governance concentration: Combined CEO/Chair role elevates need for strong independent oversight (committees led by independents) .
Say‑on‑Pay & Peer Group
- Compensation peer group, target percentile, and say‑on‑pay outcomes are not disclosed in the 2025 proxy materials reviewed .
Expertise & Qualifications
- Education: B.S., Microbiology, Michigan State University .
- Functional strengths: Licensing, strategic alliances, and co‑development deal experience; prior public company board service (Gan & Lee) .
- Industry: Immuno‑oncology and ophthalmology focus via ABP‑102/ABP‑201 programs; preclinical leadership .
Equity Overhang and Potential Selling Pressure
- Near‑term: 613,500 fully vested options (strike $1.63, exp. 2032) could be exercised/sold opportunistically; no specific 10b5‑1 plan disclosure for Mr. Suk (5) .
- Medium‑term: 500,000 unvested RSUs (timing/vesting terms not disclosed) could introduce future supply upon vesting; vesting cadence not provided (3).
Employment Terms Summary (Severance/CoC)
- No formal employment agreement, severance, or change‑of‑control terms disclosed for Mr. Suk; Company‑wide clawback and trading restrictions apply .
Investment Implications
- Alignment: Significant equity exposure (options and RSUs) aligns Mr. Suk with shareholders; absence of hedging/pledging supports alignment. However, lack of disclosed performance‑conditioned equity and absence of formal CEO employment terms reduce visibility on pay‑for‑performance and retention mechanics .
- Retention risk: No formal CEO agreement and going‑concern uncertainty raise retention/leadership risk; partially offset by large unvested RSUs that may encourage continuity through key clinical and financing milestones .
- Governance: Combined CEO/Chair elevates key‑man and oversight risk; mitigants include majority‑independent board and independent committee leadership .
- Trading signals: Fully vested options represent potential supply overhang; future RSU vesting may add to float; absence of disclosed 10b5‑1 details for Mr. Suk limits visibility into planned sales (5) (3) .
- Execution: Value realization is tied to financing runway, IND‑enablement, and partner execution (Celltrion for ABP‑102; Abpro Bio for regional ABP‑201). Restatement and Nasdaq compliance actions underline financing/listing risk that can affect incentive realizability and recruiting .
Sources: Abpro Holdings 2025 DEF 14A (Apr 29, 2025) –; 2025 DEF 14A (Sept 8, 2025) –; 2024 Form 10‑K (filed Apr 15, 2025) –; Item 5.02 8‑K (Mar 7, 2025) .