Bom Kim
CoupangAbout Bom Kim
Founder-CEO and Chairman of Coupang since May 2010; age 46; A.B. in Government from Harvard University . Coupang uses a dual-class structure where Class B carries 29 votes per share; Bom Kim beneficially owns 164.4M Class B shares (100% of Class B) and controls 74.3% of total voting power as of March 31, 2025, aligning incentives but concentrating control . Pay-versus-performance disclosures show cumulative TSR declining from 59.65 at IPO to 44.63 in 2024, while company net income improved to $66M in 2024; Compensation Actually Paid (CAP) to the PEO declined ~99.6% over 2021–2024, indicating realized CEO pay tracked equity value .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Coupang, Inc. | Founder, Chief Executive Officer; Chairman of the Board | 2010–present | Founder-leader with deep insight into business and technology |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other current public company board roles disclosed in the proxy |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,100,000 | 1,100,000 | 1,100,000 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | — | — | — |
| Option Awards ($) | — | — | — |
| All Other Compensation ($) | 831,296 | 630,609 | 971,499 (incl. security/transport $607,664; tax gross-up $105,996) |
| Total ($) | 1,931,296 | 1,730,609 | 2,071,499 |
Notes:
- CEO Pay Ratio for 2024: 58:1 (CEO $2,071,499 vs median employee $35,545) .
Performance Compensation
- Program design: Coupang disclosed it did not use financial performance measures for executive compensation in the years covered by the Pay-Versus-Performance table; long-term incentives focus on multi-year equity rather than annual financial targets .
- CEO outcomes: No annual cash bonus and no new stock or option awards were granted to Bom Kim in 2022–2024; compensation consisted of salary plus perquisites .
| Incentive Type | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual Cash Bonus ($) | — | — | — |
| Stock Awards ($) | — | — | — |
Pay-versus-Performance context:
| Measure | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Value of $100 Investment (TSR) | 59.65 | 29.87 | 32.87 | 44.63 |
| Peer Group TSR | 122.09 | 80.23 | 114.25 | 152.10 |
| Net Income (Loss) ($) | (1,542,590,000) | (92,042,000) | 1,360,000,000 | 66,000,000 |
| PEO CAP ($) | 684,330,158 | (49,687,096) | 2,557,529 | 2,400,459 |
Equity Ownership & Alignment
| Metric | As of Mar 31, 2024 | As of Mar 31, 2025 |
|---|---|---|
| Class A Shares Beneficially Owned | — | — |
| Class B Shares Beneficially Owned | 181,410,881 (100%) | 164,410,881 (100%) |
| Options Exercisable within 60 Days (Class B) | 6,607,891 | 6,607,891 |
| % Total Voting Power | 76.5% | 74.3% |
- Dual-class details: Class B carries 29 votes per share; Class A carries one vote per share .
- Pledging/hedging: Company prohibits hedging and requires pre-approval for pledging; pledges were disclosed for other insiders (CFO and certain directors), but none were disclosed for Bom Kim .
- Stock ownership guidelines: Not disclosed in the proxy materials reviewed.
Vesting schedules and potential selling pressure
| Grant Date | Instrument | Exercisable | Unexercisable | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|---|
| 2/7/2021 | Stock Option (Class B) | 6,607,891 | — | 16.46 | 2/7/2028 | 1/36 monthly over 3 years commencing 4/15/2021; IPO condition satisfied Mar 2021 |
- As of 12/31/2024, Bom Kim had no unvested RSUs/PSUs and only fully vested options outstanding, implying minimal scheduled vest-driven selling pressure for the CEO .
Employment Terms
| Term | Details |
|---|---|
| Base pay | Employment agreement sets $850,000 base; increased by Committee to $1,100,000; eligible for bonus plans and long-term incentive plan . |
| Term/renewal | Initial 3-year term with automatic 1-year renewals unless 6 months’ prior notice; terminable earlier for death/disability, resignation (with/without good reason), or termination (with/without cause) . |
| Severance (without cause / good reason) | 2x current base salary (value as of 12/31/24: $2.2M), immediate vesting of outstanding equity awards (performance assumed at target; value $0 as of 12/31/24), and up to 24 months of company-paid health coverage for CEO and dependents (value $53,775) . |
| Death/disability | 12 months of base salary ($1.1M as of 12/31/24), immediate vesting of outstanding equity awards (value $0 as of 12/31/24), up to 24 months of company-paid health coverage ($53,775) . |
| 280G excise tax | Best-net cutback (pay in full or cut to avoid 280G, whichever yields greater after-tax benefit) . |
| Clawback | Dodd-Frank compliant clawback policy adopted Sept 2023; recovers excess incentive-based comp upon restatement; SOX 304 acknowledgments for CEO/CFO misconduct-related restatements . |
| Non-compete / non-solicit | Confidentiality and IP assignment provisions disclosed; non-compete/non-solicit not specified for CEO in the reviewed proxy text . |
Board Governance
- Roles: Bom Kim is CEO and Chairman (combined role). The Board has a Lead Independent Director (Neil Mehta) with defined responsibilities (agenda, executive sessions, liaison, investor consultation), intended to mitigate dual-role concerns .
- Independence and committees: CEO Kim serves on no board committees; Audit, Compensation, and Nominating/Corporate Governance Committees are fully independent and active (8, 4, and 4 meetings in 2024, respectively) .
- Attendance: Board met 4 times in 2024; no director attended fewer than 75% of meetings and relevant committee meetings .
- Director pay: Employee directors (including Bom Kim) receive no additional compensation for board service; non-employee director equity retainers and limits disclosed separately .
- Anti-hedging/pledging policies in place; pledging allowed only with committee pre-approval and financial capacity demonstration .
- Compensation governance: Compensation Committee (all independent) oversees non-equity pay; a Section 16 Equity Committee (non-employee directors) approves equity awards; Compensia retained as independent consultant; no conflicts found; peer group includes Airbnb, MercadoLibre, Shopify, Uber, Sea, etc. .
Related Party Transactions (governance risk scan)
- Farfetch/Surpique acquisition structure involved Greenoaks (funds managed by Board member Neil Mehta) at 19.9% initially; in April 2025 Coupang acquired the remaining interest from Greenoaks funds in an arm’s-length transaction consulted with disinterested advisors; Mehta received no direct/indirect compensation for the transaction .
Compensation Structure Analysis (pay-for-performance levers)
- Mix and risk: CEO compensation has been predominantly fixed (salary plus perquisites), with no annual bonus or new equity grants in 2022–2024, while long-term alignment is primarily through founder equity/voting control rather than ongoing incentive awards .
- Options policy: Company reports it has not granted employee stock options since the IPO; CEO’s options were granted pre-IPO and are now fully vested .
- Performance metrics: Coupang did not use financial performance measures for executive compensation in the Pay-versus-Performance periods; PSUs for other NEOs in 2024 were contingent on non-financial performance conditions; CEO had no new awards .
- Perquisites and tax gross-ups: CEO’s 2024 perquisites included security/transportation and a tax gross-up of $105,996 (shareholder-unfriendly feature) .
Director Compensation (for dual-role context)
- Non-employee directors receive annual RSU awards ($300,000 value) and additional RSU retainers for leadership/committee roles; total annual director compensation capped at $750,000 ($1,000,000 in first year) .
- As an employee director, Bom Kim receives no additional director compensation .
Say-on-Pay & Shareholder Feedback
- Non-binding Say-on-Pay proposal included in proxies; 2025 proxy notes next Say-on-Pay expected at 2026 Annual Meeting; specific approval percentages not disclosed in the reviewed sections .
Track Record, Value Creation, and Execution Risk
- TSR and profit trajectory: TSR declined from 59.65 (2021) to 44.63 (2024) while net income improved to $66M in 2024; peer group TSR rose to 152.10 over the same period; management attributes divergence to stock price effects on CAP and the nature of CAP calculation .
- Strategic actions: Acquisition of Farfetch assets via Surpique with subsequent buyout of Greenoaks’ minority interest; structure reviewed by disinterested advisors; highlights appetite for strategic expansion alongside governance precautions .
Investment Implications
- Alignment: Founder ownership of 100% of Class B and ~74% voting power aligns the CEO with long-term equity value, but materially concentrates control, limiting external governance levers; no pledging by the CEO is disclosed, and an anti-hedging policy is in force .
- Selling pressure: With the CEO holding fully vested options and no unvested equity as of 12/31/24, there are minimal scheduled vest-driven supply events for Bom Kim; any future selling would likely be discretionary rather than vest-related .
- Pay risk: Limited variable pay and no recent CEO equity grants reduce the risk of incentive-driven short-termism; however, perquisite tax gross-ups are a recurring governance red flag .
- Governance mitigants: A Lead Independent Director, fully independent committees, and a formal clawback policy provide oversight against the risks of a combined CEO/Chair and dual-class control; related-party processes were utilized in Farfetch/Surpique follow-on transactions .
- Watch items: Monitor any changes to CEO equity grant cadence, updates to pledging approvals across insiders, and post-Farfetch execution against profitability and cash flow priorities given TSR underperformance vs peers despite net income improvement .