Jun Cho
About Jun Cho
Jun Cho, 64, was appointed as an independent director of Netlist on June 20, 2025, and serves on the Audit Committee. He most recently served as Vice President and General Counsel for the India Asia Pacific Region at Stellantis NV, and previously practiced international finance and corporate law at Debevoise & Plimpton (New York), Kim & Chang (Seoul), and Arnold & Porter (Washington, D.C.). He holds a J.D. from NYU School of Law and a B.A. in economics from the College of William & Mary; he is admitted to the New York and Washington, D.C. bars . The Board has determined he is independent; Netlist notes all current directors other than the CEO are independent .
Past Roles
| Organization | Role | Tenure / Notes | Committees/Impact |
|---|---|---|---|
| Stellantis NV (FCA) | VP & General Counsel, India Asia Pacific; VP & Assistant GC (FCA US) | 19+ years as legal counsel at FCA; 12+ years leading APAC initiatives (technology licensing, distribution, M&A, JVs) from Beijing, Shanghai | Led cross-border licensing and JV execution |
| Debevoise & Plimpton (NY) | Attorney (International finance/corporate) | Prior to FCA | Transaction execution across jurisdictions |
| Kim & Chang (Seoul) | Attorney (International finance/corporate) | Prior to FCA | Korea market legal expertise |
| Arnold & Porter (Washington, D.C.) | Attorney (International finance/corporate) | Prior to FCA | Regulatory and corporate transactions |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy or 8-K filings for 2025 . |
Board Governance
- Appointment and independence: Appointed director June 20, 2025; Board determined Cho is independent . Netlist states all current directors other than the CEO are independent .
- Committee assignments: Audit Committee member; Audit Committee reinstated in June 2025 .
- Committee chair roles: No chair role for Cho disclosed .
- Board structure/attendance: Prior to Cho’s appointment, the Board held no formal meetings in Fiscal 2024 (single-director board with actions by written consent). No 2025 attendance data for Cho disclosed yet .
- Governance processes now: Board (not a separate compensation or nominating committee) handles compensation and nominations; Board withdrew Corporate Governance Guidelines in 2020 and has not reinstated them .
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $40,000 | Paid quarterly; pro-rated for 2025 given June 20 appointment |
| Committee membership fees | Not disclosed | No committee retainers disclosed |
| Meeting fees | Not disclosed | No meeting-fee program disclosed |
| Expense reimbursement | Reasonable out-of-pocket expenses reimbursed | For Board/committee meetings |
Performance Compensation
| Item | Detail |
|---|---|
| Equity awards (RSUs/Options) to directors in 2024–2025 | No grant to report for 2024 (single-director board); for 2025 appointments, filings disclose cash retainer; no specific equity award to Cho disclosed as of the 2025 proxy/8-K . |
| Plan guardrails (2025 Equity Plan) | No discounted options; no repricing without stockholder approval; no transferability; no dividends before vesting; annual cap for any non-employee director: total cash + equity grant date fair value ≤ $750,000 ($1,000,000 in initial join year) . |
| Performance metrics tied to director equity | Not disclosed for directors (no director performance metrics specified) . |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Cho |
| Committee roles at other public companies | None disclosed |
| Interlocks with competitors/suppliers/customers | None disclosed; Board states no related-party transactions involving Cho under Item 404(a) . |
Expertise & Qualifications
- Legal and transactional expertise: Deep experience in international corporate transactions, technology licensing, distribution, M&A, and joint ventures across APAC and U.S. markets .
- Regulatory and cross-border execution: 12+ years leading APAC initiatives for Stellantis/FCA; prior work at top-tier global firms .
- Education and credentials: J.D., NYU School of Law; B.A., Economics, College of William & Mary; admitted to NY and D.C. bars .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Basis/Date |
|---|---|---|---|
| Jun Cho | 80,000 | <1% | As of July 9, 2025; company-wide base 292,451,926 shares outstanding . |
Notes:
- Ownership breakdown (vested/unvested, options): Not disclosed for Cho (table shows outstanding common shares only) .
- Pledging/hedging: Insider Trading Policy prohibits speculative transactions (e.g., options, short sales) but permits pledging with advance request to Corporate Secretary; Company states no separate hedging policy at this time; Corporate Governance Guidelines were withdrawn in 2020 .
Governance Assessment
Positives
- Added independent oversight: Appointment of two independent directors and reinstatement of Audit Committee in June 2025 strengthen oversight of financial reporting and related-party review .
- Plan-level shareholder-friendly equity features: No discounted options, no repricing without stockholder approval, no dividends before vesting, and director grant caps .
- Low conflict indicators for Cho: Board and 8-K disclose no Item 404(a) related-party transactions involving Cho; indemnification agreements in standard form executed .
Concerns / RED FLAGS
- Historical governance weakness: No formal Board meetings in Fiscal 2024 under single-director structure; committees dissolved since 2020 and only partially reinstated in 2025 (Audit only) .
- Compensation governance: No compensation committee; CEO/Chair oversees executive compensation, and no compensation consultants engaged in Fiscal 2024 .
- Hedging/pledging posture: Company states no hedging policy; pledging permitted with pre-approval—both are generally viewed as investor-unfriendly alignment risks .
- Board leadership concentration: CEO is also Chair; combined role may limit independent counterbalance, especially absent a Lead Independent Director (not disclosed) .
Employment & Contracts (Director)
| Item | Disclosure |
|---|---|
| Indemnification agreement | Standard indemnification agreements in place for directors; Cho entered into such agreement upon appointment |
| Severance / change-in-control | Not disclosed for directors |
| Non-compete / non-solicit | Not disclosed for directors |
Director Compensation Structure (Context)
| Element | 2025 Practice |
|---|---|
| Cash vs. equity mix | Cash retainer disclosed; no specific 2025 equity grant to Cho disclosed in filings to date |
| Director equity plan constraints | Director annual cap (cash + equity fair value) ≤ $750k; $1.0m in initial join year |
Related Party Transactions (Conflict Scan)
- Company discloses a related-party employment relationship with the CEO’s brother (not related to Cho). No transactions involving Cho requiring disclosure under Item 404(a) were reported .
Say-on-Pay & Shareholder Feedback
- 2025 proxy includes advisory votes on NEO compensation and frequency; 2024 meeting included director election and auditor ratification; no prior say-on-pay results disclosed in the 2025 proxy .
Director Compensation (For Directors)
| Category | 2024 | 2025 (to date) |
|---|---|---|
| Annual retainer (cash) | Single-director board; Mr. Hong received no additional director compensation | $40,000 annual for non-employee directors; pro-rata for Cho from June 20, 2025 |
| Committee chair/member fees | Not applicable/disclosed | Not disclosed |
| Equity awards | None granted in 2024 | No specific grant to Cho disclosed |
Audit Committee Disclosure
- Scope includes oversight of financial reporting, auditor independence, related-party transaction pre-approval, and whistleblower procedures. Cho appointed member in June 2025 .
Independence, Attendance, Engagement Summary
| Item | Disclosure |
|---|---|
| Independence | Independent director; no relationships interfering with independent judgment |
| Attendance | No formal Board meetings in Fiscal 2024 (pre-appointment). No attendance data for Cho in 2025 disclosed yet |
| Engagement | Board reinstated Audit Committee; Board itself handles nominations and compensation |
Equity Ownership & Alignment Policies
- Ownership: Cho beneficially owns 80,000 shares (<1% of outstanding) .
- Ownership guidelines: Not disclosed for directors in the proxy .
- Hedging/pledging: No hedging policy; speculative transactions prohibited via Insider Trading Policy; pledging permitted with pre-approval—a potential alignment concern .
Bottom Line for Investors
- The addition of Cho—an experienced international corporate counsel—adds legal and cross-border transaction depth to a board that previously operated under a single-director structure. Reinstatement of the Audit Committee is a meaningful improvement, but absence of a compensation committee, combined Chair/CEO structure, no hedging policy, and allowance for pledging remain governance risks to watch as the refreshed board matures .