Harold Rogers
CoupangAbout Harold Rogers
Harold Rogers, age 48, is Coupang’s General Counsel (since December 2021) and Chief Administrative Officer (since January 2020). He previously served as EVP, Chief Ethics & Compliance Officer at Millicom (2016–2019), was a Partner at Sidley Austin LLP (2013–2016), an associate (2006–2012), and clerked on the U.S. Court of Appeals for the D.C. Circuit (2005–2006). He holds a B.A. in English from BYU and a J.D. from Harvard Law School . Company performance context during his tenure: net income of $66.0M in 2024 (vs. $1.36B in 2023; $(92.0)M in 2022) and coupang’s cumulative TSR value of an initial $100 investment at $44.63 in 2024 (vs. $32.87 in 2023; $29.87 in 2022; $59.65 in 2021) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Millicom | EVP, Chief Ethics & Compliance Officer | 2016–2019 | Led global compliance; ethics oversight in telecom operations |
| Sidley Austin LLP | Partner | 2013–2016 | Senior counsel role; complex regulatory and compliance practice |
| Sidley Austin LLP | Associate | 2006–2012 | Legal advisory across corporate and regulatory matters |
| U.S. Court of Appeals (D.C. Circuit) | Law Clerk (Hon. Thomas B. Griffith) | 2005–2006 | Federal appellate clerkship; strengthens governance and legal rigor |
External Roles
None disclosed .
Fixed Compensation
| Metric (USD unless noted) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $450,000 | $450,000 | $450,000 |
| Bonus (incl. retention awards) | $350,000 | $850,000 | $320,000 |
| Stock Awards (Grant-Date Fair Value) | $5,782,637 | $3,506,012 | $3,933,511 |
| All Other Compensation | $331,786 | $491,278 | $552,817 |
| Total | $6,914,423 | $5,297,290 | $5,256,328 |
2024 perquisite breakdown: security and transportation costs $371,344; housing and moving $89,710; insurance premiums $26,887; education $33,551; tax filing services and executive benefits plus tax gross-up $22,856 . Employment terms include an ongoing annual retention bonus of $100,000 (paid on each anniversary of his initial appointment, subject to service) and an additional $220,000 retention award granted in December 2023 and paid over 2024 .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Metric | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|---|---|
| RSUs | Apr 1, 2024 | 47,766 | $869,342 | Service-based | n/a | Vested in two equal quarterly installments | Jan 1, 2025 and Apr 1, 2025 (now fully vested) |
| PSUs (2024 performance year) | Apr 1, 2024 | 168,361 | $3,064,171 | Performance objective (non-financial) | Achieve 2024 objective | Pending committee certification | 20,260 (Jul 1, 2025); 20,261 (Oct 1, 2025); 53,084 (Jan 1, 2026); 74,756 (Apr 1, 2026) |
| PSUs (2022 grant, 2023/2024 performance years) | Mar 29, 2022 | 199,654 unearned at 12/31/24 | n/a | Performance objectives (by year) | Year-by-year | 52,508 PSUs vested Mar 1, 2023 and Mar 1, 2024; 2024 tranche (177,982) to vest quarterly beginning Mar 1, 2025; 2025 tranche (21,672) to vest Mar 1, 2026 | See schedule |
Notes:
- Weightings and specific PSU metrics are not disclosed; PSUs are contingent on achieving a defined performance objective certified by the committee .
- The company’s clawback policy (Sept 2023) requires recoupment of excess incentive-based pay in the event of a required restatement per SEC/NYSE rules .
Vesting Schedules (near-term supply)
| Award | Vest Dates | Shares per Date |
|---|---|---|
| 2024 RSUs | Jan 1, 2025; Apr 1, 2025 | 23,883; 23,883 (fully vested) |
| 2024 PSUs | Jul 1, 2025; Oct 1, 2025; Jan 1, 2026; Apr 1, 2026 | 20,260; 20,261; 53,084; 74,756 |
| 2022 PSUs (2024 performance year) | Mar 1, 2025; Jun 1, 2025; Sep 1, 2025; Dec 1, 2025 | Four equal quarterly tranches of 177,982 PSUs total commencing Mar 1, 2025 |
| 2022 PSUs (2025 performance year) | Mar 1, 2026 | 21,672 |
Equity Ownership & Alignment
| Component | Amount |
|---|---|
| Beneficial Ownership (Class A) | 1,006,476 shares (<1%) |
| Direct Class A | 158,593 shares |
| RSUs vesting within 60 days of 3/31/25 | 23,883 shares |
| Options exercisable within 60 days of 3/31/25 | 824,000 shares |
| Options (strike; expiry) | $2.24; Jan 22, 2030 |
| Shares pledged as collateral | None disclosed for Rogers (company policy requires pre-approval) |
Ownership as % of outstanding shares is less than 1% for Rogers; no pledging is identified for him, while the company permits pledging only with prior approval and financial capacity under its policy .
Stock ownership and trading governance:
- Quarterly blackout periods generally begin on Mar 17, Jun 16, Sep 16, Dec 17 and end after one full trading day post earnings dissemination; 10b5-1 plans must meet SEC requirements and company pre-clearance; hedging and short selling are prohibited .
Employment Terms
| Term | Detail |
|---|---|
| Agreement type | Executive appointment agreement; two-year term with automatic one-year renewals; 60 days’ notice by either party; company may pay in lieu of notice |
| Base salary | $450,000, subject to review |
| Retention bonus | $100,000 annually on each anniversary, subject to service |
| Incentive eligibility | Eligible for short/long-term incentives under company programs |
| Assignment | Letter of assignment to Coupang Corp. with allowances (housing, education, etc.) |
| Restrictive covenants | Non-solicit (1 year), non-disparagement; confidentiality and invention assignment agreement |
| Severance (Exec Severance Policy) | Tier 1: if terminated without cause or resigns for good reason within 12 months of CoC, lump-sum equal to annual base salary ($450,000 as of 12/31/24) |
| Voluntary termination (Korea practice) | Payment equal to monthly average base salary for prior 3 months × years of service × 1 (value $187,192 as of 12/31/24) |
Change-in-control equity treatment:
- 2011 Plan: If awards are assumed and terminated without cause/for good reason within 12 months, 50% of then-unvested awards accelerate (value $439,600 as of 12/31/24). If not assumed, 100% accelerates ($879,200) .
- 2021 Plan: If terminated without cause/for good reason within 12 months post CoC, 50% of then-unvested awards accelerate (value $4,569,434 as of 12/31/24) .
Compensation Structure Analysis
- Mix: Equity-heavy pay (multi-year RSUs/PSUs) aligns with long-term value creation; cash components include base and retention bonuses .
- Performance linkage: PSUs are contingent on annual performance objectives certified by the Compensation Committee; metrics themselves are not disclosed (non-financial) .
- Retention: Ongoing $100k annual retention bonus and 2023 special retention ($220k) indicate retention focus amidst competitive talent markets .
- Clawback: NYSE Rule 10D-1 compliant clawback adopted Sept 2023; recoupment of excess incentive-based compensation upon required restatements .
- Tax gross-ups: Present in 2024 perquisites ($22,856), a governance red flag in some investor frameworks .
Compensation Peer Group (for benchmarking context)
2024 peer group includes: Airbnb, Block, Chewy, DoorDash, eBay, Expedia, Intuit, Lyft, MercadoLibre, Palantir, PayPal, Pinterest, Salesforce, Sea, ServiceNow, Shopify, Snap, Snowflake, Splunk, Uber, Wayfair, Workday, Zillow Group .
Equity Supply & Insider Selling Pressure
Near-term vesting events for Rogers create potential supply from PSUs:
- Jul 1, 2025: 20,260 shares; Oct 1, 2025: 20,261; Jan 1, 2026: 53,084; Apr 1, 2026: 74,756 from 2024 PSUs .
- Additional tranches from 2022 PSU grant tied to 2024 performance (177,982 total) vest quarterly beginning Mar 1, 2025; 2025 tranche (21,672) vests Mar 1, 2026 . Trading is governed by blackout periods and pre-clearance; hedging and short selling are prohibited .
Performance Compensation (detailed)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual performance objective (non-financial) for PSUs | Not disclosed | Achieve defined objective for 2024 | Pending certification (2024 PSUs) | PSUs vest upon certification + service | Quarterly dates in 2025–2026 per schedule |
Equity Compensation Plans (context)
Outstanding at 12/31/24: RSUs under 2021 Plan; options under 2011 Plan; market price $21.98 used for RSU/PSU market value reporting; Rogers held 47,766 RSUs (2024 grant) and 168,361 PSUs (2024 grant), and 199,654 unearned PSUs from 2022 grant . Company-wide plan availability and outstanding counts disclosed in Proxy .
Risk Indicators & Red Flags
- Tax gross-ups in perquisites (2024) .
- Change-in-control double-trigger accelerations could lead to payout inflation if not tightly governed .
- Insider trading policy tight controls; no hedging/short selling allowed; pledging requires approval and is monitored—Rogers not listed with pledged shares .
Employment Contracts & Severance Economics
Summarized above, with Tier 1 severance equal to base salary under certain conditions and defined CoC acceleration under 2011/2021 equity plans .
Say-on-Pay & Shareholder Feedback
Proxy includes advisory vote, but specific historical approval percentages not disclosed in the cited sections; skip .
Investment Implications
- Alignment: Rogers’ pay structure is equity-heavy with multi-year vesting PSUs and RSUs; PSU metrics are non-financial and undisclosed, reducing transparency on pay-for-performance rigor .
- Retention: Ongoing retention bonuses and expatriate benefits suggest low near-term departure risk; restrictive covenants and severance policy provide continuity .
- Supply: Significant PSU vesting beginning Mar 1, 2025 and continuing through Apr 1, 2026 could add insider supply; trading remains subject to blackout/policy constraints .
- Governance: Clawback adoption strengthens recourse on restatements; presence of perquisite tax gross-ups is a governance watchpoint; no pledging by Rogers mitigates collateral risk .
Sources: Coupang DEF 14A (Apr 28, 2025) –; Coupang 10-K FY2024 (Feb 25, 2025) –.