Kyeongho Lee
About Kyeongho Lee
Dr. Kyeongho Lee (age 56) is Chairman of the Board at GCT Semiconductor Holding, Inc. and an independent Class III director whose term expires at the 2027 annual meeting. He is a co‑founder of GCT (chair since 2000), holds B.S., M.S., and Ph.D. degrees in Electrical Engineering from Seoul National University, and is credited with creating and patenting Silicon Image’s PanelLink display technology that underpinned the DVI and HDMI standards; he holds 17 U.S. patents in RF and CMOS design . The Board affirmatively determined his independence under NYSE rules, explicitly considering his relationship with a major stockholder and certain loan transactions with a subsidiary .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silicon Image, Inc. | Member of Technical Staff (Engineering) | 1995–1998 | Created and patented PanelLink; technology adopted as DVI and HDMI |
| GCT Semiconductor | Co‑founder; Chairman of Board | 2000–present | Strategic vision and semiconductor leadership; 17 U.S. RF/CMOS patents |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Anapass, Inc. (KOSDAQ) | Chairman of the Board; Director | Since 2002 | Fabless semiconductor; significant GCT shareholder (~16%) and major lender/collateral provider to GCT subsidiaries, creating governance interlock |
Board Governance
- Board composition: 7 directors; Dr. Lee is Chairman. Independent directors: Lee, Barker, Chun, Shin, Tuder, Chan (6 of 7). Class III (Lee, Schlaefer, Tuder) terms expire in 2027 .
- Committee assignments: Compensation Committee (Chair); Nominating & Corporate Governance Committee (Member). All committee members are independent .
- Attendance: Board held 7 meetings in 2024; each director attended at least 75% of Board and committee meetings. Compensation Committee held 3 meetings; Audit Committee held 8; Nominating & Corporate Governance Committee held none in 2024 .
- Independence determination: Board confirmed Dr. Lee’s independence after reviewing his relationship with a major stockholder and loan transactions with a subsidiary. Schlaefer (CEO) is not independent .
- Policies: Code of Ethics and Corporate Governance Guidelines adopted; Insider Trading Policy prohibits hedging/derivatives and short sales; pledging permitted only with pre‑clearance. Clawback Policy applies to current and former executive officers upon restatements (not director equity) .
Fixed Compensation
| Component | Amount (USD) | Period/Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $41,250 | 2024 total for non‑employee director service |
| Board Retainer (2Q–4Q) | $30,000 | 2024 quarterly retainers post‑Business Combination |
| Compensation Committee Chair Fee | $7,500 | 2024 (2Q–4Q) |
| Nominating & Corporate Governance Committee Member Fee | $3,750 | 2024 (2Q–4Q) |
| Annual Cash Retainer (current schedule) | $40,000 | Non‑employee director annual retainer level for Dr. Lee |
| Committee Chair/Membership Schedule | Chair: Audit $15,000; Comp $10,000; NCG $10,000. Member: Audit $7,500; Comp $5,000; NCG $5,000 | Paid quarterly based on service |
Performance Compensation
| Grant | Grant Date | Award Type | Total Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Director RSU Award | June 27, 2024 | RSUs under 2024 Plan | $110,000 | Vests March 31, 2025 (service‑based) | Shares determined quarterly (Apr 1, 2024–Mar 31, 2025) by $27,500/FMVs; issuance post‑vesting subject to deferral elections |
| Quarter Determination Date | FMV per Share | RSUs Credited (shares) |
|---|---|---|
| June 28, 2024 | $5.21 | 5,278 |
| September 30, 2024 | $3.35 | 8,208 |
| December 31, 2024 | $2.33 | 11,802 |
- Deferral election: Dr. Lee elected to defer issuance until the earlier of a “Distribution Event” (separation, change in control, death, disability) or 2027 .
- Maximum director compensation cap: $500,000 per year including cash + awards under 2024 Incentive Compensation Plan .
- No director performance metrics disclosed; RSUs are time‑based, not tied to revenue/EBITDA/TSR .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlap/Interlock with GCT |
|---|---|---|---|
| Anapass, Inc. | Chairman; Director | Not disclosed | Anapass is ~16% GCT holder and key lender to GCT Research; provided collateral for bank loans; multiple secured loan amendments (2016–2025) |
Expertise & Qualifications
- Semiconductor founder and technologist; strategic leadership in RF/CMOS; 17 U.S. patents .
- Academic credentials in EE (B.S./M.S./Ph.D.) from Seoul National University .
- Standards impact: PanelLink innovation adopted globally (DVI/HDMI) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Voting Power | Notes |
|---|---|---|---|
| Dr. Kyeongho Lee | 1,700,614 | 3.0% | Includes 4,150 shares held by spouse; calculated on base of 56,621,690 (55,821,690 common + 800,000 private placement warrants allocated to Dr. Lee for insider incentives) |
- Company‑wide outstanding shares: 55,821,690 as of July 25, 2025 .
- Policy against hedging/pledging (pledging requires approval); no pledging disclosed for Dr. Lee .
Related Party Transactions (Conflict Exposure)
| Date | Counterparty | Amount (KRW) | USD Equivalent | Interest/Maturity | Key Terms/Notes |
|---|---|---|---|---|---|
| Jul 2016 | Anapass → GCT Research | ₩6,000m | $4.1m (12/31/24 FX) | 5.5%/initial 7/25/2017; extended annually; current maturity 7/25/2026 | Secured term note; GCT granted security interest in substantially all assets (Security Agreement) |
| Jan 2017 | IBK → GCT Research | ₩9,200m | $6.3m | Variable; current maturity 11/20/2025 (3.97%) | Unsecured term loan; Anapass provided CDs as collateral |
| Jul 2016 | KEB Hana Bank → GCT Research | ₩9,000m | $6.1m | Variable; current maturity 7/12/2025 (4.86%) | Unsecured term loan; Anapass provided CDs as collateral |
| May 10, 2022 | Anapass → GCT Research | ₩3,000m | $2.0m | Not stated; via Security Agreement Amendment No. 2 | Additional secured financing under amended Security Agreement |
| Sep 15, 2022 | Anapass → GCT Research | ₩4,000m | $2.7m | Not stated; Amendment No. 3 | Additional secured financing under Security Agreement |
| Dec 11, 2024 | Anapass → GCT Research | ₩5,000m | $3.4m | Not stated; Amendment No. 4 | Additional secured financing under Security Agreement |
| Mar 21, 2025 | Anapass → GCT Research | ₩4,500m | $3.1m | Not stated; Amendment No. 5 | Additional secured financing under Security Agreement |
| Jul 10, 2025 | Anapass → GCT Research | ₩3,000m | $2.2m | Not stated; Amendment No. 6 | Additional secured financing under Security Agreement |
| May 19, 2017 | Dr. Lee → GCT Research | ₩500m | $0.3m | 8.5%/current maturity 11/19/2025 (9.0%) | Unsecured term note; extended annually |
| May 30, 2017 | Dr. Lee → GCT Research | ₩500m | $0.3m | 8.5%/current maturity 11/30/2025 (7.5%) | Unsecured term note; extended annually |
| May 27, 2020 (+amendments) | Dr. Lee → GCT Research | ₩400m (current ₩110m outstanding) | $0.3m (current $0.07m) | Non‑interest bearing originally; extensions; partial forgiveness ₩90m; current maturity 8/27/2025 | Unsecured loan; forgiveness in 2021; partial redemption in 2020 |
| Nov 11, 2024 | Dr. Lee → GCT Research | ₩4,000m | $2.7–2.9m | 12.0%/initial maturity 12/31/2024 | Unsecured; interest paid ₩61.6m to date |
| Dec 11, 2024 | Dr. Lee → GCT Research | ₩1,000m | $0.7m | 12.0%/maturity 1/11/2025 | Unsecured; interest paid ₩6.0m |
| Dec 17, 2024 | Dr. Lee → GCT Research | ₩2,000m | $1.4m | 12.0%/maturity 1/17/2025 | Unsecured; interest paid ₩9.8m |
| Jan 24, 2025 | Dr. Lee → GCT Research | ₩6,500m | $4.5m | 12.0%/maturity 2/24/2025 | Unsecured; interest paid ₩8.8m |
- Audit Committee reviews/approves related‑party transactions; related party policy embedded in Audit Charter per NYSE rules .
Director Compensation (2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $41,250 |
| Stock Awards (Grant‑date Fair Value) | $82,500 |
| Total | $123,750 |
- RSU mechanics: $27,500 allocated per quarter (Apr 1, 2024–Mar 31, 2025), shares equal $27,500/FMVs on each quarter-end; vest on March 31, 2025; issuance deferrable as elected .
Insider Trades & Section 16 Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) compliance | Dr. Lee filed two late Forms 4 to report two transactions in FY2024 (company-wide note for directors) |
Compensation Committee Analysis
- Composition: Dr. Kyeongho Lee (Chair), Robert Barker, Jeff Tuder; all independent; 3 meetings in 2024 .
- Consultant: Meridian Compensation Partners retained as independent adviser; independence assessed; no other engagements with company/management .
- Charter authority: May retain advisers; reviews independence per SEC/NYSE; coordinates director orientation and stockholder engagement .
Governance Assessment
-
Strengths:
- Majority‑independent board; clear separation of CEO and Chair roles; Lee’s technical depth and founding knowledge support strategic oversight .
- Formal governance framework (Code, Guidelines); insider‑trading controls and prohibitions on hedging/short sales; Audit Committee oversight of related‑party transactions .
- Transparent director pay structure with capped annual compensation and service‑based equity; deferral election signals potential long‑term alignment .
-
Concerns/RED FLAGS:
- Significant related‑party financing: Anapass (chaired by Lee) is a major shareholder and repeated lender/collateral provider; GCT granted a security interest over substantially all assets. Lee has multiple personal unsecured loans to GCT Research at high rates (notably 12%), creating perceived self‑dealing risk and potential conflicts despite formal independence determination .
- Nominating & Corporate Governance Committee did not meet in 2024, which may raise questions on board refreshment/oversight cadence during a transitional year .
- Late Section 16 filings (two late Forms 4) indicate minor compliance slippage (process risk) .
-
Alignment:
- Beneficial ownership at ~3% suggests meaningful stake; deferral of RSU share issuance to 2027 or Distribution Event may signal long‑term horizon .
- Policy allows pledging with pre‑clearance; no pledging by Lee disclosed; strict hedging restrictions are positive though exceptions exist via pre‑clearance .
-
Overall investor signal:
- Board independence is formally intact, but interlocks with Anapass and the scope/terms of insider financing merit sustained investor attention. Audit Committee’s ongoing review and clear disclosure mitigate some concerns, yet the magnitude and frequency of loans warrant scrutiny for fairness and process integrity .