Dr. Julianne Huh
About Dr. Julianne Huh
Dr. Julianne Huh is an independent director of AFJK, serving since November 2023; she is 55 years old per the 2025 proxy, a citizen of Korea, and resident of Malaysia . She holds an Ed.D. (June 2004) and M.Ed. (June 1997) from the University of Massachusetts, completed two semesters in the Yonsei University MBA program (June 1993), and earned a B.A. in English Language & Literature from Ewha Women’s University (February 1991) . The company cites her independent SPAC board experience, extensive global finance experience, and network as core credentials; she has also served as an independent director of OneMedNet Corporation since November 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| S&I F&B Management Sdn. Bhd. (Kuala Lumpur) | Director; managed overall business/operations/marketing of 2 Ox French Bistro | Oct 2017 – Jun 2022 | Operations leadership |
| The Mall of Korea (Bangkok) | Vice President; project management for business setup, store/restaurant construction; oversaw overall ops/marketing | Jun 2016 – Aug 2017 | Multi-site project execution |
| Juna International Ltd (Shanghai/Seoul) | Director of Business Development; China BD in entertainment/music | Nov 2013 – Jun 2016 | China market entry |
| Wonderful World of Learning (Shanghai) | Founder & General Manager; preschool ops, curriculum, teacher training | Aug 2006 – Jun 2016 | Founding operator |
| Pronovias Korea (Seoul) | Managing Partner & VP; launched Spain flagship wedding brand in Korea; ops/marketing/PR/buying | Oct 2011 – May 2014 | Market launch |
| Only Natural Organic Bath Products (Shanghai) | Founder; brand development/sales for charity | Sep 2009 – Sep 2019 | Social enterprise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OneMedNet Corporation (formerly Data Knights Acquisition Corp) | Independent Director | Since Nov 2023 | Public company directorship |
Board Governance
- Independence: AFJK identifies Dr. Huh as an independent director under Nasdaq standards; independent directors (Bao, Karlsen, Huh) hold regular independent sessions .
- Committee assignments: Audit Committee member (chair: Lin Bao; Bao designated audit committee financial expert); Huh serves with Bao and Karlsen .
- Committee chair role: Compensation Committee chair; members are Bao, Karlsen, Huh; charter includes CEO pay goal-setting/review, officer pay, incentive plan administration, and authority to hire independent advisors subject to independence assessment .
- Nominating: Member of Nominating Committee (chair: Karlsen); charter covers director selection/qualification processes .
- Related-party oversight: Audit Committee approves related-party transactions under Item 404 prior to entry .
- SPAC-specific conflict safeguards: The company will not consummate a business combination with an affiliate of initial shareholders/officers/directors without an independent fairness opinion and majority approval of disinterested independent directors; insiders agreed to vote founder/private shares for the combination and not redeem .
- Clawback: Company adopted a compensation recovery policy effective Nov 30, 2023, compliant with Nasdaq Rule 10D-1; applies to erroneously awarded incentive-based compensation to Covered Executives upon restatement, irrespective of misconduct .
- Attendance: No director attendance statistics disclosed in the cited proxy materials (no attendance figures found in these sections).
Fixed Compensation
AFJK discloses that no compensation or fees (including director retainers, committee or meeting fees) are paid to initial shareholders, officers, or directors prior to or in connection with the initial business combination, other than reimbursement of out-of-pocket expenses (unlimited in principle; reimbursement beyond non-trust proceeds requires consummation of the business combination; audit committee/board oversees reimbursements) .
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (non-employee director) | $0 (no fees paid prior to business combination) | |
| Committee membership fees | $0 (no fees paid prior to business combination) | |
| Committee chair fees | $0 (no fees paid prior to business combination) | |
| Meeting fees | $0 (no fees paid prior to business combination) | |
| Expense reimbursement | Out-of-pocket expenses reimbursed; no cap; reimbursement beyond non-trust proceeds requires deal completion; audit committee/board approval/oversight |
Note: Post-closing Pubco intends to develop director/executive compensation programs; specifics not yet determined as of the proxy .
Performance Compensation
| Item | Status/Details | Source |
|---|---|---|
| RSUs/PSUs to directors | None disclosed or paid prior to business combination | |
| Stock options to directors | None disclosed or paid prior to business combination | |
| Performance metrics (revenue/EBITDA/TSR/ESG) linked to director pay | None disclosed prior to business combination | |
| Clawback applicability | Company-wide clawback effective 11/30/2023 for executive incentive pay upon restatement; not director-specific | |
| Future equity plan | Pubco Equity Incentive Plan to be adopted at closing; timing/amounts of director grants not determined as of proxy |
Other Directorships & Interlocks
| Company | Role | Committee Roles (AFJK) | Notes |
|---|---|---|---|
| OneMedNet Corporation | Independent Director | AFJK Compensation Committee Chair; AFJK Audit & Nominating member | Current external public directorship |
- Compensation Committee interlocks and insider participation: None during the past year, per company disclosure .
Expertise & Qualifications
- Education: Ed.D. (2004) and M.Ed. (1997) from University of Massachusetts; partial MBA coursework (1993) at Yonsei University; B.A. Ewha Women’s University (1991) .
- Board/industry experience: Independent director experience (SPAC/public) and extensive global finance experience cited by company; broad operating leadership across retail, F&B, education, and consumer products in Asia .
- Audit committee financial expert: The designated audit committee financial expert is Lin Bao (context for committee depth; not attributed to Dr. Huh) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Dr. Julianne Huh | 20,000 | * (less than 1%) | As disclosed in beneficial ownership table |
Note: Ownership percentages in the table are based on shares outstanding as of the proxy record date and marked “*” for <1% .
Governance Assessment
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Strengths:
- Independent director with multi-country operating experience; chairs the Compensation Committee and serves on Audit and Nominating, providing cross-committee influence and oversight .
- Company has formal clawback policy compliant with Rule 10D-1 and explicit audit committee responsibility for approving Item 404 related-party transactions, supporting governance hygiene .
- No compensation committee interlocks reported; independence of committee deliberations supported by policy to assess advisor independence .
-
Risks / Red Flags (SPAC-specific):
- Insiders (including directors) agreed to vote founder/private shares in favor of the business combination and not redeem, which can create perceived misalignment with public holders during deal evaluation; mitigants include fairness opinion and approval by disinterested independent directors for affiliate transactions .
- No director compensation details during the SPAC phase (no pay prior to business combination) and lack of attendance disclosure limits external assessment of engagement and pay-for-performance alignment; post-combination compensation structure not yet determined as of proxy .
- Beneficial ownership by each independent director is relatively small (20,000 shares, <1%), which provides limited direct economic alignment in the SPAC phase compared to sponsors or large holders .
Overall, Dr. Huh’s independence, cross-functional committee roles, and operating background are positives for board effectiveness; however, standard SPAC incentives (vote/lock-up dynamics) and limited transparency on attendance and post-deal director compensation warrant investor monitoring through the combination process .