Jun Chul Whang
About Jun Chul Whang
Jun Chul Whang (age 61) is Chief Legal Officer and Secretary of OSR Holdings as of February 14, 2025, and has served on the Board since August 2020 . He previously practiced law for over three decades, including partner roles at Jacob, Medinger & Finnegan (1992–2016) and Greenspoon Marder (2016–2018), and has cross-border transactional and regulatory expertise; he holds a BA in Government (Dartmouth, 1986), JD (Cornell, 1989), and LLM in International & Comparative Law (Georgetown, 1990), and is fluent in Korean with additional language capabilities . The company does not disclose executive-specific TSR, revenue growth, or EBITDA growth tied to his tenure in the proxy materials; compensation is governed by the 2025 Omnibus Incentive Plan with RSU/Option sub-plans and performance-based vesting mechanisms described below .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cadwalader, Wickersham & Taft | Associate Attorney | 1990–1992 | Early litigation/regulatory training at a major US firm; foundation for cross-border legal practice |
| Jacob, Medinger & Finnegan, LLP | Associate → Partner | 1992–2016 | Led product liability and regulatory risk matters for major international companies (US/EU/Korea) |
| Greenspoon Marder | Partner | 2016–2018 | Continued client leadership post-JMF merger; complex litigation/transactional work |
| ELA Partners (Stonehaven affiliate) | General Counsel | 2019–2023 | Global capital raising fintech platform support; alternative investments capital-raising |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bellevue Capital Management (BCM) | Advisor → General Counsel/Consultant; Member | Advisor since Jan 2015; GC since Jun 2018; Member since Aug 2020 | Legal/strategic advice on cross-border transactions; minority ownership interest in BCM |
| Minetta Brook Capital LLC | General Counsel | Since Dec 2020 | Boutique financial advisory; governance and legal oversight |
| Language/Capabilities | Korean; Spanish/French/Japanese (conversational) | N/A | Facilitates global transactions and regulatory interface |
Fixed Compensation
| Component | 2024 |
|---|---|
| Base Salary ($) | $0 (no officer cash compensation for 2024) |
| Target Bonus (%) | Not disclosed |
| Actual Bonus Paid ($) | $0 (no officer cash compensation for 2024) |
| Perquisites ($) | Not disclosed; company paid $7,500/month to BCM for office/admin support (audit committee oversight) |
- Employment agreements: Company discloses it does not have an employment agreement with any member of the management team .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Business Development transaction value (Company subsidiary definitive agreement) | Not applicable | ≥$300M | Not disclosed | 30% of then-unvested RSUs/options accelerate | Default 4-year vesting; 1-year cliff then monthly over 36 months |
| Business Development transaction value | Not applicable | ≥$500M | Not disclosed | 50% of then-unvested RSUs/options accelerate | Default schedule as above |
| Business Development transaction value | Not applicable | ≥$750M | Not disclosed | 75% of then-unvested RSUs/options accelerate | Default schedule as above |
| Business Development transaction value | Not applicable | ≥$1B | Not disclosed | 100% of then-unvested RSUs/options accelerate | Default schedule as above |
- Equity Plan structure: Aggregate 6,300,000 shares reserved (split 50/50 between RSU and Option sub-plans); as of filing, no stock-based awards had been granted prior to the proxy date .
- Repricing protections and clawbacks: Plan prohibits option/SAR repricing without shareholder approval and includes forfeiture/recoupment provisions and compliance with applicable clawback rules .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (shares) | — (less than 1%) |
| Ownership as % of outstanding | <1% |
| Vested vs unvested shares | None disclosed; no awards granted prior to filing date |
| Options – exercisable vs unexercisable | None disclosed; no awards granted prior to filing date |
| Shares pledged as collateral | None disclosed |
| Stock ownership guidelines | Not disclosed |
| Compliance with guidelines | Not disclosed |
| Related interests | Minority owner of BCM; no voting/dispositive power over BGLSI shares held by BCM affiliates |
Employment Terms
- Role start dates: Chief Legal Officer and Secretary as of February 14, 2025; Director since August 2020 .
- Contract term/auto-renewal: No employment agreements with management team disclosed .
- Severance/change-of-control: Omnibus Plan contains standard “Change in Control” definition and Committee authority; accelerated vesting tied to BD transactions as above; no executive-specific severance multiples disclosed .
- Non-compete/non-solicit/garden leave/post-termination consulting: Not disclosed .
Board Governance
- Board service history: Director since August 2020; re-elected at 2025 Annual Meeting (13,321,765 votes for; 3,926 withheld) .
- Committee roles: Not listed as a member of Audit, Compensation, or Corporate Governance & Nominating committees in current committee composition; committees reconstituted post-AGM: Audit (Reto Fierz, Hyuk Joo Jee), Compensation (Seng Chin Mah, Alcide Barberis, Hyuk Joo Jee), Corporate Governance & Nominating (Seng Chin Mah, Alcide Barberis, Joong Myung Cho) .
- Independence: Not identified as an independent director in pre-combination disclosures; serving as an executive officer (Chief Legal Officer) indicates non-independence .
- Board meeting attendance: Not disclosed .
Director Compensation
- Cash retainers/fees: No officer or director received compensation for services rendered during 2024 .
- Equity compensation: As of the proxy filing, no stock-based awards had been granted; 6,300,000 shares reserved under the 2025 Omnibus Plan (RSU and Option sub-plans) .
- Past sponsor transfers: 2023 transfers of founder shares/warrants were made to select individuals (not to Whang) .
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Advisory vote on NEO compensation (2025 AGM) | 13,297,569 | 27,228 | 894 |
| Equity Plan sub-plans (RSU/Options) | 13,302,163 | 22,669 | 859 |
| Nasdaq 20% Issuance Proposal | 13,288,524 | 36,490 | 677 |
Compensation Committee Analysis
- Composition/independence: Compensation Committee members are independent non-employee directors; current composition includes Seng Chin Mah, Alcide Barberis, Hyuk Joo Jee (chair identified previously as Dr. Mah) .
- Responsibilities: Executive and director compensation oversight, administration of equity plans, and review of incentive compensation and philosophy .
Related Party Transactions and Financing Context
- BCM office/admin support: Company pays $7,500/month to BCM for office, utilities, and support; audit committee reviews quarterly .
- White Lion financing: ELOC up to ~$78.9m with warrants and convertible notes; shareholder-approved issuance beyond 20% cap (potential dilution), with note/warrant terms and conversion limits disclosed .
Performance & Track Record
- Corporate votes: Whang elected with strong support at 2025 AGM (13.321M for); broad shareholder approval of executive compensation framework and equity plan sub-structures .
- Company developments: OSR received Nasdaq minimum bid price deficiency notice with remedy period; board/committee changes and definitive agreement to acquire Woori IO (context for business development triggers in equity plans) .
Investment Implications
- Alignment: As of the proxy date, Whang held no disclosed personal share ownership and had no granted equity awards, indicating limited direct “skin in the game” pre-grant; however, RSU/Option sub-plans provide future mechanisms to align compensation with strategic BD outcomes via acceleration thresholds .
- Governance/independence: Dual role as Chief Legal Officer and Director reduces independence; he is not on the key oversight committees, which mitigates some governance risk, but related-party BCM arrangements (with his minority ownership) warrant continued audit committee oversight and investor monitoring .
- Pay-for-performance signals: Equity plan design ties vesting to material BD transactions (≥$300M to ≥$1B), an explicit strategic growth lever; shareholder support for say-on-pay (99.8%+ approval) and equity sub-plans indicates broad acceptance of the compensation framework .
- Trading signals/overhang: White Lion financing (ELOC, warrants, convertibles) introduces dilution and potential selling pressure as shares are issued/converted; the Nasdaq minimum bid price deficiency adds technical listing risk until resolved . Investors should watch insider Form 4 activity post-plan grants and the cadence of BD transactions that could trigger accelerated vesting .
Overall: Governance structures have been reconstituted with independent committees; Whang’s compensation will likely shift toward equity as sub-plans are implemented. Alignment will improve upon actual grant and ownership accumulation; until then, monitor grant disclosures, related-party payments to BCM, and dilution mechanics under White Lion agreements to gauge near-term supply and governance risks .