Kevin Warsh
CoupangAbout Kevin Warsh
Kevin Warsh, age 55, has served as an independent director of Coupang, Inc. since October 2019. He chairs the Nominating and Corporate Governance Committee and is a member of the Compensation Committee. Warsh is the Shepard Family Distinguished Visiting Fellow in Economics at the Hoover Institution and a lecturer at Stanford Graduate School of Business; previously he was a Governor of the Federal Reserve (2006–2011), Special Assistant to the President for Economic Policy and Executive Secretary of the White House National Economic Council (2002–2006), and an M&A executive at Morgan Stanley. He holds an A.B. from Stanford University and a J.D. from Harvard Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Board of Governors of the Federal Reserve System | Governor | 2006–2011 | Monetary policy, crisis oversight |
| White House National Economic Council | Special Assistant to the President; Executive Secretary | 2002–2006 | Economic policy coordination |
| Morgan Stanley & Co. | Mergers & Acquisitions VP/Executive Director | Pre-2002 | Corporate finance/M&A execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hoover Institution | Distinguished Visiting Fellow in Economics | Since Apr 2011 | Governance, macroeconomics |
| Stanford Graduate School of Business | Lecturer | Since Apr 2011 | Teaching in economics/finance |
| United Parcel Service (UPS) | Director | Since Jul 2012 | Multinational logistics exposure |
| Group of Thirty | Member | Current | Central banking/economic policy forum |
| CBO Panel of Economic Advisers | Member | Current | U.S. policy advising |
| Duquesne Family Office LLC | Partner | Current | Investment/markets experience |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation .
- Independence: Affirmatively determined independent under NYSE and SEC rules; also independent for Compensation Committee service .
- Board structure: CEO Bom Kim is Chair; Neil Mehta serves as Lead Independent Director with defined responsibilities (agenda-setting feedback, moderating executive sessions, liaison duties) .
- Executive sessions: Non-management directors meet regularly; presided over by the Lead Independent Director .
- Attendance and engagement: Board met 4 times in 2024; no director attended fewer than 75% of Board and applicable committee meetings; audit (8), compensation (4), nominating & governance (4) meetings held in 2024 .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Member | 4 | Interlocks: None; independent composition |
| Nominating & Corporate Governance | Chair | 4 | Oversees governance guidelines and board/committee composition |
Fixed Compensation
- Director compensation structure (non-employee): Annual RSU grant with $300,000 grant-Date fair value; additional RSU retainers by role: Lead Independent Director $25,000; Audit Chair $25,000/Audit Member $12,500; Compensation Chair $20,000/Comp Member $10,000; Nominating & Governance Chair $15,000/Member $7,500; vest on the earlier of first anniversary or next annual meeting; change in control accelerates unvested director equity in full; annual cap $750,000 ($1,000,000 in first year) .
- 2024 compensation realized (grant-date fair value): Warsh received $324,980 in stock awards; held 14,976 unvested RSUs at year-end 2024 .
| Item | Value | Vesting/Terms |
|---|---|---|
| Annual RSU Retainer | $300,000 | Vests by next annual meeting/first anniversary |
| Nominating & Governance Chair RSU | $15,000 | Same vesting as annual award |
| Compensation Committee Member RSU | $10,000 | Same vesting as annual award |
| 2024 Stock Awards (Grant-Date FV) | $324,980 | RSUs under policy |
| Unvested RSUs at 12/31/2024 | 14,976 | Scheduled to vest per policy |
| Change-in-Control Treatment | Full acceleration of unvested director equity | Single-trigger acceleration |
| Annual Compensation Cap | $750,000 (First-year cap $1,000,000) | Equity + cash fees cap |
Performance Compensation
- Coupang’s non-employee director compensation policy does not include performance-based equity or cash tied to metrics (director awards are RSUs with time-based vesting; options are not used for directors) .
| Performance Metric | Weighting | Target | Result |
|---|---|---|---|
| None disclosed for directors | N/A | N/A | N/A |
Other Directorships & Interlocks
| Entity | Relationship | Detail | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| UPS | Warsh is a director since 2012 | Logistics exposure relevant to Coupang’s operations | No direct related-party transaction disclosed |
| Estée Lauder | Spouse Jane Lauder is a director; beneficial owner | Coupang purchased ~$20 million of products from Estée Lauder entities in 2024; spouse beneficially owned ~8.9% of Class A and 15.0% voting power as of Dec 6, 2024 | Related-party transaction reviewed; Board concluded independence not impaired |
Expertise & Qualifications
- Economics and monetary policy (Federal Reserve, Group of Thirty, CBO advisory) .
- Corporate governance leadership (NCG Chair, UPS board experience) .
- Finance and M&A (Morgan Stanley; Duquesne Family Office) .
- Academic credentials (Stanford A.B.; Harvard Law J.D.; Stanford GSB lecturer) .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Unvested RSUs (12/31/2024) | Pledged/Hedged |
|---|---|---|---|---|
| Kevin Warsh | 444,126 | <1% | 14,976 | No pledges disclosed; company prohibits hedging; pledging requires approval (others listed, not Warsh) |
Notes:
- Beneficial ownership percentages are based on 1,649,316,972 Class A shares outstanding as of March 31, 2025; “*” in the proxy denotes <1% .
- Insider trading policy prohibits hedging; pledging requires NCG Committee approval; pledge instances disclosed for certain other insiders (Anand, Mehta, Sun), not Warsh .
Governance Assessment
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Strengths:
- Independent director with deep macroeconomic and financial markets expertise; chairs Nominating & Corporate Governance, enhancing board process, composition, and oversight .
- Active committee roles; no compensation committee interlocks or insider participation; independent committee composition .
- Attendance: Board-level disclosure indicates strong engagement (no director under 75% attendance; committees met regularly) .
- Director pay primarily in equity RSUs aligns director incentives with shareholder value; vesting tied to service; compensation caps in place .
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Potential red flags or watch items:
- Related-party exposure via spouse’s role and ownership at Estée Lauder; Coupang purchased ~$20M of products in 2024. The Audit Committee oversees related-party reviews and the Board affirmed Warsh’s independence, but this supplier relationship can be perceived as a conflict; continued monitoring warranted .
- Single-trigger full vesting of director equity upon change in control may be viewed as shareholder-unfriendly by some investors; best practice trend favors double-trigger for governance optics .
- No performance-based component in director compensation (entirely time-based RSUs) may reduce explicit pay-for-performance link, although equity alignment remains significant .
Overall, Warsh’s governance profile is strong on independence, committee leadership, and attendance. The Estée Lauder related-party transactions introduce a perceived conflict channel via family ties but are controlled through policy and review; investors may seek continued transparency and assurances on arm’s-length terms .