Kukjin Chun
About Kukjin Chun
Dr. Kukjin Chun (age 70) is an independent director of GCT Semiconductor Holding, Inc. (GCTS), serving on the Board since March 2024 and previously on GCT’s private company board since 2022. He is a renowned electrical/electronics engineer: Professor of Electrical and Computer Engineering at Seoul National University (1989–2020) and Assistant Professor at Washington State University (1986–1989). He is an IEEE Fellow, Fellow of the Institute of Physics (UK), and member of the National Academy of Engineering of Korea; core credentials include deep semiconductor design/manufacturing expertise and extensive academic/technical leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seoul National University | Professor, Electrical & Computer Engineering | 1989–2020 | Head of EECS; Director, Microsystem Technology Center (technical leadership in microsystems/semiconductors) |
| Washington State University | Assistant Professor, Electrical Engineering | 1986–1989 | Academic research/teaching in EE |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IEEE | Vice-President; Board Member; Committee Member (Audit, Sections Congress Organizing, MGA Award) | Various | IEEE Fellow; governance and standards roles in global engineering body |
| Institute of Physics (UK) | Fellow | N/A | Professional recognition |
| National Academy of Engineering of Korea | Member | N/A | National-level engineering recognition |
Board Governance
- Board classification and service: Class I director; nominated for re-election at the 2025 Annual Meeting; Board fixed at seven directors across Class I–III .
- Committee assignment: Audit Committee member (committee comprised of Robert Barker—Chair, Hyunsoo Shin, and Dr. Chun). All members independent and financially literate per NYSE/SEC; Barker qualifies as “audit committee financial expert” .
- Independence: Affirmatively determined independent under NYSE listing standards; Board found no disqualifying relationships for Dr. Chun .
- Attendance: Board held seven meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served . Audit Committee met eight times in 2024 .
- Annual meeting voting outcome (signal): Re-elected with 30,700,657 “For” votes; 920,824 “Withheld”; broker non-votes 1,988,615 .
- Codes/policies relevant to governance: Code of Ethics; Corporate Governance Guidelines; Insider Trading Policy (anti-hedging/pledging without pre-clearance); Clawback policy for executives (restatement-triggered recovery) .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Cash fees (2024) | $46,875 | Regular board retainer + Audit Committee member fees (post-business combination quarters) and $7,500 board retainer in Q1 2024 |
| Annual Board retainer (policy) | $45,000 | Dr. Chun’s annual cash retainer amount under non-employee director policy (paid quarterly) |
| Audit Committee member fee (policy) | $7,500 | Annual committee member fee (paid quarterly) |
Notes:
- No meeting fees disclosed; compensation delivered via retainers and committee roles .
- All non-employee director cash retainers/fees paid in quarterly installments .
Performance Compensation
| Equity Grant | Grant Date | Total Value | Vesting | Per-Quarter Determinations |
|---|---|---|---|---|
| RSU under 2024 Incentive Compensation Plan | June 27, 2024 | $110,000 | Vests March 31, 2025, subject to continued service; shares issued post-vesting per award terms | $27,500 per quarter determined on last day of each quarter from Apr 1, 2024–Mar 31, 2025; share counts based on fair market value (e.g., $5.21 on Jun 28 → 5,278 sh; $3.35 on Sep 30 → 8,208 sh; $2.33 on Dec 31 → 11,802 sh); final determination on Mar 31, 2025 |
- Deferral elections: Allowed for quarterly determinations on/after Sep 30, 2024; Barker and Tuder elected deferral to Distribution Event; Kyeongho Lee elected deferral to Distribution Event or 2027; no deferral election disclosed for Dr. Chun .
- No director performance metrics (TSR/revenue/EBITDA) tied to director equity; RSUs are time-based (not performance-based) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy does not list any current public company directorships for Dr. Chun . |
Expertise & Qualifications
- Deep technical expertise in semiconductors, microsystems, and electronics engineering; academic leadership roles and national/international recognition (IEEE Fellow, National Academy of Engineering of Korea) .
- Board-relevant skills: scientific knowledge of semiconductor design/manufacturing; qualifies as independent and financially literate for audit oversight per committee composition standards .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Dr. Kukjin Chun | 49,526 | <1% (of 55,821,690 shares outstanding) | Includes 6,536 shares issuable upon exercise of stock options within 60 days of July 25, 2025 |
- Insider Trading Policy prohibits hedging and pledging absent pre-clearance; no pledging by Dr. Chun disclosed .
Governance Assessment
- Board effectiveness: Dr. Chun brings independent technical rigor and audit oversight experience to a financially literate Audit Committee that met eight times in 2024, supporting financial reporting integrity and related-party review controls .
- Alignment and incentives: Director pay is modest and split between cash retainers and time-based RSUs; 2024 Dr. Chun mix ≈ $46,875 cash and $82,500 equity, promoting alignment without aggressive performance-linked risk-taking .
- Independence/attendance: Affirmed independent; attended at least 75% of relevant meetings, consistent with governance expectations .
- Related-party exposure oversight: Company maintains significant related-party financing relationships (e.g., loans and security interests involving co-founder/Chairman Dr. Lee and Anapass); Audit Committee (including Dr. Chun) is charged with reviewing/approving RPTs and conflicts—oversight quality is critical given this exposure .
- Signals affecting investor confidence:
- Late Section 16 filings: Dr. Chun filed two late Forms 4 (and several other directors also late)—a mild compliance red flag; monitoring for improved timeliness advisable .
- Capital structure/dilution risk: Board sought and obtained stockholder approval to issue >19.99% under the ELOC; prudent liquidity management but dilution risk persists at the company level; director oversight of financing terms and investor communications remains key .
Insider Filings and Trades (Compliance Snapshot)
| Item | Detail |
|---|---|
| Section 16(a) compliance | Company disclosed two late Forms 4 for Dr. Chun in FY2024 (consistent disclosure for several directors) |
Director Compensation Detail (2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $46,875 |
| Stock Awards (grant-date fair value) | $82,500 |
| Total | $129,375 |
Cash Retainer & Committee Fees (Policy)
| Component | Annual Amount |
|---|---|
| Board retainer (Dr. Chun) | $45,000 |
| Audit Committee member | $7,500 |
Notes on Policies Relevant to Governance
- Insider Trading Policy: Prohibits hedging transactions, short sales, and pledging/margin accounts without pre-clearance; discourages trading around material filings; options not granted in proximity to MNPI; RSUs exempt from exercise-price timing constraints .
- Clawback Policy: Executive incentive compensation recovery upon material restatement (Exchange Act compliance) .
- Compensation consultant: Meridian engaged by Compensation Committee; independence assessed; scope covers executive and director compensation; no other services to management (reduces consultant conflict risk) .
RED FLAGS
- Late Section 16 filings for Dr. Chun and peers—monitor for remediation and improved filing controls .
- Significant related-party financing with founder-linked entities (Anapass/Dr. Lee loans, asset security) elevates conflict oversight demands on the Audit Committee; process rigor and transparent disclosure are essential .
- Company-level dilution risk via ELOC; requires ongoing Board oversight to balance liquidity with shareholder dilution .
Summary Implication
Dr. Chun’s independent audit oversight and semiconductor expertise strengthen Board technical competency and controls. However, mild compliance lapses (late Form 4s) and substantial related-party financing at the company level heighten the importance of vigilant Audit Committee review and transparent governance to sustain investor confidence .