Hyunsoo Shin
About Hyunsoo Shin
Hyunsoo “Hans” Shin, age 70, is a Class II independent director of GCT Semiconductor Holding, Inc. (GCTS) with his current term expiring at the 2026 annual meeting; he has served on the Board since March 2024 and sits on the Audit Committee . Shin holds an M.S. in Management from MIT Sloan and a B.S. in Economics from Seoul National University, and brings extensive international business development and management experience across consumer and food sectors in Asia and North America .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CJ Corporation | Advisor | Oct 2022 – Oct 2024 | Strategic advisory across affiliates; deep exposure to cross-border operations |
| CJ America | CEO | Since 2020 (start disclosed) | Led North/South America affiliates; P&L guidance across region |
| CJ Cheil-Jedang | EVP, Head of Global Food Business | 2016 – 2019 | Full P&L for processed food outside Korea; global scaling |
| CJ Foods (Los Angeles) | CEO | 2013 – 2015 | U.S. food operations leadership |
| Kellogg Asia | President | 2002 – 2009 | Regional leadership for a multinational consumer brand |
| Nhong Shim Kellogg | President | 1999 – 2002 | Joint venture leadership in Korea |
| Pepsi-Cola Korea | Marketing Director; President | 1992 – 1995; 1995 – 1998 | Brand and P&L leadership in beverages |
| Hyundai Electronics America | Sales/Marketing leadership | 1984 – 1989 | Semiconductor sales, foundry & assembly business development |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| CJ Corporation | Advisor | Oct 2022 – Oct 2024 |
No current public company directorships or committee roles outside GCTS are disclosed for Mr. Shin .
Board Governance
- Board classification: Class II; term expires at the 2026 annual meeting .
- Independence: Board determined Shin is independent under NYSE standards; no material disqualifying relationships identified .
- Committees: Audit Committee member; Audit Committee held 8 meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served .
- Board activity: Board held 7 meetings in 2024; Nominating & Corporate Governance Committee held 0 meetings; Compensation Committee held 3 meetings .
| Committee | Membership | Chair? | Meetings in 2024 | Attendance |
|---|---|---|---|---|
| Audit | Member | No | 8 | ≥75% of meetings (director-level disclosure) |
| Compensation | Not a member | N/A | 3 | N/A |
| Nominating & Corporate Governance | Not a member | N/A | 0 | N/A |
Fixed Compensation
| Component | Policy Level | Actual 2024 Amount |
|---|---|---|
| Annual Board retainer (cash) | $45,000 | $46,875 (Q1 $7,500; Q2–Q4 $33,750 board retainer + $5,625 Audit member fees) |
| Audit Committee member fee | $7,500 | Included in Actual (Q2–Q4 $5,625) |
| Committee chair fees | N/A for Mr. Shin | N/A |
| Meeting fees | Not disclosed | Not disclosed |
- Maximum annual director compensation cap (cash + equity) under the 2024 Incentive Compensation Plan: $500,000 .
Performance Compensation
| Equity Component | Structure | Vesting | 2024 Reported Value |
|---|---|---|---|
| RSUs (annual director grant) | $110,000 total determined quarterly ($27,500 per quarter), shares = $27,500 / FMV each quarter | Cliff vest March 31, 2025 (service condition) | $82,500 (2024 stock awards reported) |
Quarterly share determination for the 2024–2025 director RSU program:
| Determination Date | FMV per share | Shares credited |
|---|---|---|
| Jun 28, 2024 | $5.21 | 5,278 |
| Sep 30, 2024 | $3.35 | 8,208 |
| Dec 31, 2024 | $2.33 | 11,802 |
| Mar 31, 2025 | Not disclosed | Not disclosed (final quarterly determination date) |
- Deferral elections allowed for portions determined on/after Sep 30, 2024; only certain directors elected deferral (Barker, Tuder, Lee). No deferral election is disclosed for Mr. Shin .
- No options or performance-conditioned equity for directors; options are not granted as part of director program .
Other Directorships & Interlocks
- No other public company directorships or disclosed interlocks for Mr. Shin; related-party transactions disclosed in the proxy do not reference Mr. Shin .
Expertise & Qualifications
- Education: M.S. in Management (MIT Sloan); B.S. in Economics (Seoul National University) .
- Domain expertise: International P&L leadership in consumer/food sectors (CJ/Kellogg/Pepsi), with semiconductor sales background earlier in career .
- Audit Committee qualification: Committee states all members meet independence and financial literacy requirements; Barker is the financial expert (Shin meets independence and literacy) .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (common shares) | 495,983 (<1%) |
| Options exercisable within 60 days | 6,536 |
| Hedging/Pledging policy | Company prohibits hedging and restricts pledging absent approval (policy applies to directors) |
No director-specific stock ownership guidelines are disclosed; lock-up agreements applied to directors following the March 26, 2024 closing, with release conditions based on time and stock price; not specific to Mr. Shin individually .
Governance Assessment
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Strengths
- Independent director with deep international operating experience; Audit Committee member contributing to oversight of financial reporting, internal controls, and related-party reviews .
- Compensation structure blends cash retainer with time-vested RSUs, aligning director interests with shareholders; equity award size based on fixed dollar methodology quarterly, with a reasonable annual cap .
- Company policies prohibit hedging/shorting and restrict pledging, and the Board has adopted an executive clawback policy—supporting governance rigor and investor alignment (policy-level signals) .
-
Watch items / RED FLAGS
- Section 16(a) compliance: Mr. Shin filed two late Forms 4 in 2024—minor compliance lapse but worth monitoring for timely reporting going forward .
- Governance environment: Significant related-party financing and collateral arrangements with Anapass and the Chairman, Dr. Lee, including multiple secured and unsecured loans and IP/security agreements—places greater importance on robust Audit Committee oversight of conflicts; no direct involvement by Mr. Shin is disclosed, but oversight quality is critical .
- Dilutive capital raising via ELOC and potential issuance above 19.99% threshold—market-facing signal on liquidity needs; Board sought shareholder approval to maintain flexibility, which may pressure alignment if persistent dilution continues (context for director equity alignment and capital discipline) .
-
Attendance and engagement
- Each director, including Mr. Shin, attended at least 75% of Board and committee meetings; Audit Committee met eight times in 2024—indicating active committee cadence .
Overall, Shin’s independence, Audit Committee role, and cash/equity mix support alignment; continued monitoring is warranted for timely insider reporting and the Board’s management of related-party exposures and dilution risks .