Yoonji Lee
About Yoonji Lee
Yoonji Lee, age 29, is the Founder and CEO of CEEDA Inc., a Tokyo-based HR search fund focused on women executives and board talent (founded in 2022). She previously served on the Board of DG Capital from 2023 to 2025, worked at KLKTN (Animoca Brands KK subsidiary) in product/business development, and at J.P. Morgan CIB (2018–2022) advising Japanese corporates on equity finance and M&A; she holds a B.A. in Economics and Business from the University of Tokyo . She is nominated to HTCR’s board for election at the September 26, 2025 annual meeting and, if elected, would serve a one-year term to the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CEEDA Inc. | Founder & CEO | 2022–present | Focus on women executive and board-level talent |
| DG Capital | Director | 2023–2025 | Board service at power digital grid company |
| KLKTN (Animoca Brands KK subsidiary) | Business Development & Product Manager | Pre-2022 | Led strategy planning, marketing, and regulatory communication for blockchain products |
| J.P. Morgan Chase & Co. (CIB) | Advisory (equity finance, cross-held shares, M&A) | 2018–2022 | Advised Japanese prime listed companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DG Capital | Board Member | 2023–2025 | Power digital grid sector |
| CEEDA Inc. | Founder & CEO | 2022–present | HR search fund specializing in women executives/board talent |
Board Governance
- Board independence and majority: Post-2025 resignations and reduction to five directors, and assuming nominees are elected, a majority of HTCR’s board is expected to be independent (Groenewald, Lee, Sato) .
- Committee assignments (expected if elected):
- Audit Committee: Replaces Neville as member .
- Compensation Committee: Replaces Neville as member and as Chair .
- Nominating & Corporate Governance Committee: Replaces Neville as member .
- Attendance: In 2024, the Board held 12 meetings; Audit Committee held 1; each director attended >75% of combined Board/committee meetings, and all directors attended the 2024 annual meeting; directors plan to attend the 2025 meeting .
- Executive sessions: Board holds executive sessions with only independent directors .
- Governance transition: HTCR ceased being a “controlled company” in 2025, formed Compensation and Nominating committees on Feb 14, 2025, and is within Nasdaq’s phase-in period to reach a majority independent board .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $50,000 | Paid quarterly ($12,500), prorated for partial quarters |
| Audit Committee – Member | $4,000 | Annual cash fee, paid quarterly |
| Audit Committee – Chair | $7,000 | Annual cash fee |
| Compensation Committee – Member | $4,000 | Annual cash fee, paid quarterly |
| Compensation Committee – Chair | $7,000 | Annual cash fee |
| Nominating & Corporate Governance – Member | $3,000 | Annual cash fee |
| Nominating & Corporate Governance – Chair | $6,000 | Annual cash fee |
| Meeting Fees | Not disclosed | No separate meeting fees disclosed |
| Reimbursement | Reasonable travel/meeting-related expenses | Subject to company policy and pre-approval for certain amounts |
Note: 2024 director cash totals reported for existing non-employee directors were $57,000 (Groenewald), $54,000 (Neville), $54,000 (Sato). Lee was not a director in 2024; her compensation would follow the program above if elected in 2025 .
Performance Compensation
| Equity Vehicle | Annual Grant Practice | Grant Value Limits | Vesting/Performance Criteria | Notes |
|---|---|---|---|---|
| 2023 Equity Incentive Plan (RSUs, options, SARs, perf. units/shares) | No specific director grants disclosed for 2024 | Max $300,000 grant value per non-employee director per calendar year | Administrator may set performance goals (e.g., revenue, EBITDA, TSR, EPS, ROE, ROA, stock price, etc.) | Plan effective Aug 1, 2023; shares authorized 2,000,000; 1,930,347 available as of Dec 31, 2024 |
| 2021 Equity Incentive Plan | Directors eligible for most award types (except ISOs) | Max $750,000 per fiscal year; $1,500,000 for initial service | Performance-based vesting possible; acceleration at change-in-control if not assumed | Plan valid through Aug 6, 2031; clawback provisions apply |
| Performance Metrics (Plan-level examples) | Source |
|---|---|
| Revenue, EBIT(DA), operating income/margin, gross margin, net income, EPS, stock price, TSR, ROE, ROA, free cash flow, cash from operations, market share, R&D, project completion, JV/transactions |
No director-specific equity grants or performance metrics were disclosed for Lee in 2024/2025; HTCR emphasizes plan-level performance eligibility and clawback coverage .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlocks |
|---|---|---|
| DG Capital | Board Member (2023–2025) | No HTCR-related interlocks disclosed |
Expertise & Qualifications
- Human capital and board talent: Founder of CEEDA Inc., specializing in women executives/board talent .
- Financial advisory: J.P. Morgan CIB experience (equity finance, cross-held shares, M&A) .
- Technology/product: KLKTN blockchain product strategy, marketing, and regulatory communication .
- Education: B.A. Economics & Business, University of Tokyo .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Yoonji Lee | Not disclosed | Not disclosed | Lee is a 2025 nominee; beneficial ownership tables list current directors/executives, and do not include Lee . Anti-hedging policy applies to officers/directors . |
Anti-hedging policy prohibits hedging and monetization transactions (e.g., zero-cost collars, forwards), reinforcing alignment for directors/officers . Pledging policy is not explicitly disclosed; no pledging by Lee is disclosed .
Governance Assessment
- Positive signals:
- Majority-independent board expected post-2025 (Groenewald, Lee, Sato) if nominees elected .
- Establishment of Compensation and Nominating committees in 2025 (ending controlled company exemptions) strengthens governance; Lee is expected to chair Compensation, indicating independent oversight of executive pay .
- Audit Committee oversight of related-party transactions is explicit in charter responsibilities .
- Clawback policy coverage via equity plans (and Dodd-Frank compliance) .
- Risks/Red Flags (objective disclosures):
- Phase-in reliance: Company indicates continued use of majority-independent board exemption during the phase-in; investors may have reduced protections until full compliance (phase-in ends one year after losing controlled company status) .
- Related-party transactions exist at company level (CEO balances; loan to CEO-controlled entity; debt to departing CSO-director), though none involve Lee; continued Audit Committee oversight is important for mitigation .
- 2024 director equity awards not utilized; director ownership guidelines not disclosed; alignment for new directors depends on future equity grant practices .
No legal proceedings or Section 401(f) disclosures for Lee; company disclosed certain delinquent Section 16 filings for other executives in 2024, not involving Lee .
Appendix: Annual Meeting Context (for tenure and election)
- Virtual Annual Meeting date/time: Friday, September 26, 2025, 8:00 a.m. ET .
- Director slate includes Lee; nominees serve until 2026 annual meeting if elected .