Yong-Jun Huh
About Yong‑Jun Huh
Independent director designation is not affirmed in ARTV’s proxy; the Board’s independence determinations list other directors but not Mr. Huh, and he is CEO of GC Corp, a significant ARTV shareholder with related‑party transactions, indicating non‑independence per the filing’s framework . He has served on ARTV’s Board since at least March 2020 (noted in related‑party transaction history) and is a Class I director whose term expired at the June 24, 2025 annual meeting; only Daniel Baker was nominated for election among Class I directors in 2025 . Age and education are not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GC Corp (Korea) | Chief Executive Officer | Not disclosed; CEO at least as of 2024–2025 | GC Corp is parent of GC Cell; collectively holds 18.7% of ARTV; multiple related‑party agreements with ARTV |
| ARTV Board | Director (Class I) | Since at least March 2020 | No committee memberships listed in 2025 proxy; not identified among independent directors |
External Roles
| Organization | Role | Nature of Interlock |
|---|---|---|
| GC Corp | CEO and director | GC Corp and GC Cell own 18.7% of ARTV; provided $5.6M SAFE financing; counterparties to manufacturing and license agreements with ARTV |
| GC Cell | Affiliated via GC Corp | Manufacturing services (costs $2.9M in 2024; $3.7M in 2023); AB‑201 license agreement with milestones and royalties |
Board Governance
- Board composition and independence: ARTV affirms independence only for Baker, Daniels, Hougen, Moore, and Stoppel; Huh is not listed among independent directors .
- Committee assignments: Huh is not shown as a member of Audit, Compensation, Nominating & Corporate Governance, Clinical Strategy, Philanthropic, or Technical Operations committees in the current membership tables .
- Attendance: The Board met four times in 2024; no member attended fewer than 75% of Board and applicable committee meetings .
- Executive sessions: Independent directors hold executive sessions regularly, typically at each regular Board meeting .
- Board leadership: Independent, non‑executive Chair (Brian Daniels) .
Fixed Compensation
| Year | Cash Retainer ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | — | — | — | — |
- Non‑employee director compensation policy (effective July 2024) provides: $40,000 annual director retainer; $30,000 for lead independent chair; committee retainers ($7,500 Audit member/$15,000 chair; $6,000 Compensation member/$12,000 chair; $5,000 Nominating member/$10,000 chair); $6,000 Clinical Strategy member ($15,000 Chair); $15,000 Technical Operations; initial 27,500‑share option; annual 13,750‑share option; subject to $750,000 annual cap ($1,000,000 if first appointed that year) .
Performance Compensation
- No performance‑linked director compensation (e.g., PSUs) is disclosed for Huh in 2024; option grants to non‑employee directors are time‑vested under the policy, and Huh shows no option awards for 2024 in the director compensation table .
Other Directorships & Interlocks
| Counterparty | Agreement | Key Terms/Quantities | Year(s) | Conflict Considerations |
|---|---|---|---|---|
| GC Cell | Master Manufacturing Agreement | ARTV incurred $2.9M (2024) and $3.7M (2023) in manufacturing services | 2020–2024 | Related‑party transaction; Huh affiliated with GC Cell via GC Corp |
| GC Cell | AB‑201 License | $0.3M upfront; dev milestones up to $25.0M; sales milestones up to $55.0M; mid‑ to high single‑digit royalties; reciprocal royalties outside territory; up to $1.8M dev milestones payable to ARTV | 2020; amended 2022, 2023 | Related‑party licensing; ongoing obligations |
| GC Corp & GC Cell | SAFE Financing | Aggregate $5,614,424 ($3,000,000 GC Corp; $2,614,424 GC Cell) | 2023 | Financing by entities affiliated with Huh; ownership concentration |
Expertise & Qualifications
- Corporate leadership: Chief Executive Officer of GC Corp, a public Korean holdings company and parent of GC Cell .
- Industry linkage: Oversight of entities providing cell therapy manufacturing and licensed programs to ARTV .
- Formal education and technical credentials are not disclosed in the proxy.
Equity Ownership
| Holder/Attribution | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Yong‑Jun Huh (via entities affiliated with GC Corp) | 4,567,412 | 18.7% | Consists of 3,306,900 shares (GC Corp) and 1,260,512 shares (GC Cell); GC Corp board (including Huh) shares voting/investment power; each disclaims beneficial ownership except to extent of pecuniary interest |
- Pledging/hedging: ARTV policy prohibits hedging and holding common stock in margin accounts; pledging requires prior Board approval and pre‑clearance by CLO . No pledging by Huh is disclosed.
Governance Assessment
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Independence status: The Board’s independence determinations do not include Huh; his role as CEO of GC Corp and the scale of related‑party dealings with GC Cell present clear conflict‑of‑interest exposure and significant influence via 18.7% ownership .
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Committee effectiveness: Absence from core Board committees (Audit, Compensation, Nominating) limits direct involvement in financial oversight, pay, and governance policy setting .
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Attendance and engagement: Met the threshold of at least 75% attendance in 2024 alongside the Board, but specific attendance metrics for Huh are not individually disclosed .
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Compensation alignment: No director cash or equity compensation recorded for Huh in 2024, atypical relative to policy; ownership alignment is instead driven by substantial beneficial holdings via GC entities .
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RED FLAGS
- Related‑party transactions of material magnitude with entities under Huh’s leadership (manufacturing costs, license economics, and prior financing), heightening perceived conflicts and potential for principal‑agent misalignment .
- Ownership concentration at nearly one‑fifth of outstanding shares via GC entities, potentially influencing strategic and transactional decisions .
- Not identified as independent; not on key oversight committees, which may reduce checks‑and‑balances when related‑party issues arise .
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Mitigants
- Formal related‑party transaction policy administered by the Audit Committee; reviews include independence and arm’s‑length terms considerations .
- Insider trading, hedging/pledging restrictions; Dodd‑Frank compliant clawback policy in place .
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Signal for investors: The combination of material related‑party engagement with GC Cell, large beneficial ownership through GC Corp, and absence from oversight committees suggests heightened governance risk that warrants scrutiny of transaction pricing, approval processes, and disclosure rigor going forward .