Benjamin Sun
CoupangAbout Benjamin Sun
Benjamin Sun (age 51) has served on Coupang’s Board since July 2010. He is General Partner and co‑founder of Primary Venture Partners (since 2013) and co‑founded LaunchTime LLC in 2010; previously he was President & CEO of Community Connect Inc. (1996–2008) and began his career in investment banking at Merrill Lynch. He holds a B.A. in Economics from the University of Michigan (1995) . The Board has affirmatively determined Sun is independent under NYSE standards and eligible for Audit Committee service under Exchange Act Section 10A(m)(3) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community Connect Inc. | President & CEO | Oct 1996 – Dec 2008 | Led a leading online publisher; company acquired by Radio One, Inc. in 2008 |
| Merrill Lynch | Investment Banking | Not disclosed (pre‑1996) | Early finance career experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Primary Venture Partners | General Partner & Co‑founder | 2013 – Present | Early-stage VC fund; technology company experience |
| LaunchTime LLC | Co‑founder & Partner | Jan 2010 – Present | Invests in early-stage companies |
Board Governance
- Committee assignments (2025): Audit Committee member; Nominating & Corporate Governance Committee member .
- Prior committee: Compensation Committee member through June 26, 2024; stepped down and forfeited pro‑rated RSUs tied to that role .
- Independence: Board determined Sun is independent for NYSE purposes and for Audit Committee service under Exchange Act Section 10A(m)(3) .
- Attendance: Board met 4 times in 2024; no director attended fewer than 75% of Board and committee meetings for which they served . Executive sessions of non‑management directors are held regularly; Lead Independent Director Neil Mehta presides .
- Committee activity levels (2024): Audit (8 meetings), Compensation (4), Nominating & Corporate Governance (4) .
- Audit Committee report: Committee (Jason Child—Chair; Benjamin Sun; Ambereen Toubassy) reviewed audited financials, ICFR, and auditor independence, and recommended inclusion of audited financial statements in the 2024 Annual Report .
Fixed Compensation
| Component | Amount/Structure | Vesting/Terms | Notes |
|---|---|---|---|
| Director annual retainer | $300,000 grant-date fair value in RSUs | Vests in full on earlier of first anniversary or next annual meeting | Policy amended Dec 2024 |
| Additional retainer – Audit Committee member | $12,500 in RSUs | Same vest terms as annual award | Chair: $25,000 in RSUs |
| Additional retainer – Compensation Committee member | $10,000 in RSUs | Same vest terms; pro‑rated if partial year | Chair: $20,000 in RSUs |
| Additional retainer – Nominating & Corporate Governance member | $7,500 in RSUs | Same vest terms | Chair: $15,000 in RSUs |
| Cash retainers/meeting fees | Not disclosed | — | Non‑employee director compensation policy described as equity‑based RSUs; no cash fees disclosed |
| Annual cap | $750,000 per year; $1,000,000 in first year on Board | Excludes compensation for non‑director services | Reimbursement of reasonable board‑related expenses |
Performance Compensation
| Performance Metric | Applies to Director Pay? | Detail |
|---|---|---|
| Revenue/EBITDA/TSR/ESG goals | No | Non‑employee director compensation delivered in time‑based RSUs; no performance metrics disclosed |
| Change‑in‑control terms | Yes | Unvested director equity vests in full upon a change in control (as defined in the 2021 Plan) |
| Clawbacks | Not disclosed for directors | — |
Note: Sun forfeited 443 RSUs pro‑rated for Compensation Committee service upon stepping down June 26, 2024 .
Director Compensation (2024 actuals)
| Item | Value |
|---|---|
| Stock awards (RSUs) – grant-date fair value | $332,503 |
| Unvested RSUs as of 12/31/2024 | 14,764 |
| Forfeited RSUs (pro‑rated for Compensation Committee role change) | 443 |
Other Directorships & Interlocks
| Company | Role | Committee/Interlock | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy does not list other public company directorships for Sun |
Expertise & Qualifications
- Extensive experience creating and leading technology companies, venture investing, and working with early‑stage companies .
- Financial literacy for audit oversight; Audit Committee independence under SEC and NYSE rules .
- Economics degree; executive leadership background (CEO) and investment banking experience .
Equity Ownership
| Holder/Entity | Class A Shares | % of Class A Outstanding | Pledged as Collateral | Notes |
|---|---|---|---|---|
| LaunchTime LLC | 3,941,562 | — | Part of 5,385,056 total pledged | Sun is manager/member of related entities |
| Sun Brothers LLC | 1,719,421 | — | Part of 5,385,056 total pledged | Sun is manager of Ben Sun Family, LLC, a member of Sun Brothers LLC |
| Sun Brothers II LLC | 1,464,876 | — | Part of 5,385,056 total pledged | Sun is manager/member |
| Benjamin Sun (direct) | 292,286 | — | Part of 5,385,056 total pledged | Direct holding |
| Total beneficial ownership (Sun) | 7,418,145 | <1% (“*” per table) | 5,385,056 pledged | As of March 31, 2025 |
- Shares outstanding reference: 1,649,316,972 Class A; 157,802,990 Class B (as of March 31, 2025) .
- Pledging policy: Directors may not pledge company securities without prior approval by the Nominating & Corporate Governance Committee; approval requires demonstrating capacity to repay without resort to pledged securities. Certain shares held by Sun were pledged to secure personal indebtedness .
Governance Assessment
- Committee effectiveness: Sun serves on Audit and Nominating & Corporate Governance—two oversight committees central to financial reporting, internal controls, enterprise risk, and governance processes; Board designates him independent for Audit Committee service, supporting credibility of oversight .
- Independence and engagement: Board affirmed independence; attendance threshold met; executive sessions led by the Lead Independent Director provide non‑management oversight channels .
- Compensation alignment: Non‑employee director compensation delivered entirely via time‑based RSUs, with additional equity retainer for committee service; no cash retainers disclosed, which aligns director incentives with shareholder value but lacks performance conditions typical for executives .
- Ownership alignment: Material beneficial ownership via affiliated entities; however, pledging of 5,385,056 shares is a risk indicator due to potential forced sale pressure in market downturns, albeit within a Board‑approved framework under a formal pledging policy .
- Committee transition: Stepping down from the Compensation Committee in June 2024 with pro‑rated forfeiture indicates adherence to policy and reduces potential compensation‑setting conflicts .
Red Flags
- Shares pledged as collateral (5,385,056 Class A) by Sun—potential misalignment/forced‑sale risk despite oversight policy .
- No disclosed performance‑based conditions for director equity—time‑based RSUs only .
- No other directorships disclosed; limited cross‑board market signals; however, strong VC network could create related‑party exposure if portfolio companies transact with Coupang (no such transactions disclosed for Sun) .