Hyung Heon Kim
About Hyung Heon Kim
Hyung Heon Kim is CEO, President, and a Class II director of MetaVia Inc. (MTVA). He is 49, holds a Bachelor of Law from Soongshil University and a JD from Washington University School of Law, and previously served as General Counsel and Vice President at Dong-A ST and in international legal affairs at Dong-A Socio Holdings; earlier he was legal counsel at SK Energy and SK Innovation . During his tenure as PEO in 2024, company pay-versus-performance showed TSR falling to $0.69 for a hypothetical $100 initial investment (from $1.26 in 2023 and $1.96 in 2022) and net losses of $27.6 million in 2024, with the business disclosing no revenues to date and not expecting revenue in the foreseeable future . The Board is chaired independently by Andrew I. Koven; CEO and Chair roles are separated, and the company is a Nasdaq “controlled company” (Dong-A majority), with Kim not considered independent .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dong-A ST | General Counsel; Executive Director; Vice President | GC: Jan 2018–Aug 2023; Exec Dir: Jan 2018–Dec 2020; VP: Dec 2020–Aug 2023 | Led legal and corporate functions for a pharma group, supporting R&D and commercial activities |
| Dong-A Socio Holdings | Head of International Legal Affairs | 2012–2018 | Directed cross-border legal affairs for a holdings company in pharma and devices |
| SK Energy / SK Innovation | Legal Counsel | 2008–2011 | Corporate legal counsel roles in energy industry |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AnaPath Services GmbH | Director | Since Apr 2021 | Governance at a private Swiss R&D services provider |
| STP America Research Corp | Director | Since Apr 2021 | Governance at a private U.S. research company |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base salary ($) | $174,009 | $460,125 |
| Target annual bonus (% of base) | 50% per employment agreement | 50% per employment agreement |
| Actual bonus paid ($) | $55,000 | $220,163 |
| Stock awards ($ grant-date fair value) | $386,915 | — (none disclosed) |
| Other compensation ($) | $48,131 | $36,116 (health and welfare benefits) |
Notes:
- Employment agreement base salary is $450,000; actual salary paid in 2024 was $460,125 .
- Directors who are employees do not receive additional Board compensation .
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual cash bonus | Discretionary (committee/Board discretion; specific metrics not disclosed) | N/A | 50% of base | $220,163 (2024); $55,000 (2023) | Cash, annual |
| RSU award (2023 grant) | Time-based (no performance metrics) | N/A | 625,064 shares | Grant-date fair value included in 2023 comp table ($386,915) | 50% vests at first anniversary; remaining vests monthly over next 12 months |
| Stock options (2022) | Time-based option | N/A | 83 options | Exercisable; strike $14.18; expires June 9, 2032 | As granted; no performance condition |
Plan frameworks allow a broad set of performance criteria for awards (e.g., revenues, EBITDA, TSR, regulatory milestones), but the proxy does not disclose specific performance metrics used for Kim’s awards in 2023–2024 .
Equity Ownership & Alignment
| Item | Amount / Status |
|---|---|
| Total beneficial ownership (shares) | 57,832 (includes 51,239 common + 83 options exercisable within 60 days + 6,510 RSUs vesting within 60 days) |
| Ownership as % of outstanding | <1% (under 1%) |
| RSUs unvested at 12/31/2024 | 29,298; market value $59,475 at $2.03 per share |
| Options outstanding | 83 options; $14.18 strike; expiry June 9, 2032 |
| Hedging/derivatives policy | Hedging/speculative trading prohibited by Insider Trading Policy; regular blackout periods apply |
| Pledging of shares | No pledging disclosure in proxy; not indicated |
| Ownership guidelines | No executive ownership guidelines disclosed; director RSU deferral is available (policy applies to non-employee directors) |
Insider selling pressure considerations:
- RSU schedule creates monthly vesting for the 2023 award (since Aug 11, 2024 anniversary), increasing potential share settlement cadence; trading windows constrained by blackout policy .
- Company-level issuance to Dong-A (9.48M shares + 4.61M pre-funded warrants at $0.001 exercise price post stockholder approval, subject to 19.99% beneficial ownership cap) may increase float and supply once exercisable, affecting trading dynamics independently of executive settlements .
Employment Terms
| Provision | Details |
|---|---|
| Base salary | $450,000 (reviewed annually) |
| Target annual bonus | 50% of base; discretionary |
| Initial RSU grant | 625,064 shares; 50% vest at first anniversary; remainder vests monthly over next 12 months |
| Severance (non‑CoC) | If terminated without cause or resignation for good reason: 50% of then-current base salary + up to 6 months COBRA, subject to release |
| Change-in-control (CoC) | If terminated without cause or resignation for good reason within 12 months after or 3 months before CoC: (i) non‑CoC entitlements; (ii) 1.0x (base + target bonus), less any Non‑Compete Amount if applicable; and (iii) accelerated vesting of time-based equity awards assumed/continued/substituted in the CoC |
| Death/disability | Earned but unpaid salary, unreimbursed expenses, and certain benefits per agreement |
| IP/Restrictive covenants | Employee Proprietary Information and Invention Assignment Agreement executed; Non‑Compete Amount referenced in severance offsets |
| Clawback | Company-wide Compensation Recovery Policy compliant with Rule 10D‑1; applies to incentive-based compensation upon restatements |
Board Governance and Service
- Board service: Director since July 2021; Class II director; CEO & President since August 2023 .
- Independence: Not independent under SEC/Nasdaq rules due to executive role; company is a “controlled company” (Dong-A majority) and exempts certain governance requirements; audit committee remains fully independent .
- Leadership structure: Chair is Andrew I. Koven; CEO and Chair roles are separated .
- Committee roles: Not listed as member of audit, compensation, or nominating committees (audit: Glickman, Koven, Strickland; compensation: Glickman, Salsbury, Strickland; nominating: Groves, Koven, Tursi) .
- Attendance: In 2024, none of the directors attended fewer than 75% of Board and applicable committee meetings; Board met 11 times in 2024 .
- Director compensation: Employee directors do not receive additional compensation for Board service .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR value of $100 initial investment | $1.96 | $1.26 | $0.69 |
| Net income (loss), $ thousands | $(13,967) | $(12,470) | $(27,592) |
| Revenue status | No revenues disclosed; not expecting near-term revenue | No revenues disclosed; not expecting near-term revenue | No revenues disclosed; not expecting near-term revenue |
Going concern and listing risk:
- Substantial doubt about ability to continue as a going concern; accumulated deficit $135.9M; cash $16.0M at 12/31/2024 .
- Nasdaq minimum bid deficiency notice (May 29, 2025); Board seeking approval for a 1-for-5 to 1-for-30 reverse split to regain compliance; rule amendments limit availability of compliance periods after cumulative reverse splits .
Related Party Transactions (Dong‑A)
- 2024 private placement: Dong‑A received 2,544,530 shares and warrants (exercise price $3.93; Series A expiring by June 14, 2025; Series B expiring up to five years or six months after specified data readout) .
- 2025 private placement: Dong‑A and Dong‑A Holdings purchased 9,479,345 shares at $0.71 and 4,605,162 pre-funded warrants at $0.709; pre-funded exercise price $0.001 post stockholder approval, with 19.99% beneficial ownership cap; registration rights granted .
Investment Implications
- Pay-for-performance alignment is mixed: Kim’s bonus is discretionary without disclosed performance metrics, while equity is primarily time-based; CAP vs TSR shows declining shareholder value amidst ongoing losses, weakening explicit linkage to performance outcomes .
- Retention risk is moderate: RSU vesting is front-loaded (50% at first anniversary) followed by monthly vesting; severance is modest (0.5x base) ex‑CoC, but CoC protection at 1.0x base+target bonus plus accelerated vesting improves retention through strategic events .
- Trading signals skew defensive: monthly RSU vesting cadence, large Dong‑A-related issuances/pre-funded warrants (once exercisable) and a potential reverse split add supply/technical overhang amid Nasdaq bid deficiency and going-concern disclosures, likely elevating volatility and execution risk until clinical/financing milestones improve fundamentals .
- Governance considerations: Controlled-company status and Kim’s non-independence are mitigated by an independent Chair and fully independent audit/compensation committees, but Dong‑A affiliations and related financings warrant continued monitoring for potential conflicts and minority shareholder protections .
Appendix: Key Disclosure Extracts Supporting Analysis
- Executive employment, compensation, and vesting:
- Board roles, independence, committees, attendance:
- Ownership and hedging/blackouts:
- Pay vs performance (TSR, net income):
- Revenue status and going concern:
- Nasdaq bid deficiency, reverse split proposal, rule changes:
- Related party financings with Dong‑A: