John Kim
About John C. Kim
John C. Kim, 54, is an independent Class I director of Owlet, Inc.; he served on “Old Owlet” from April–July 2021 and on the Owlet Board since July 2021, and is nominated to continue through the 2028 annual meeting . He sits on the Audit Committee and Compensation Committee and has been affirmed independent under NYSE rules . Kim was EVP & Chief Product Officer at PayPal (Sep 2022–Apr 2025), previously held senior product and marketplace leadership roles at Expedia (including President, Vrbo/HomeAway 2016–2019), and is a Senior Advisor to Permira (since Aug 2023); he holds a B.A. from UC Santa Barbara and an MBA from Chicago Booth .
Past Roles
| Organization | Role/Title | Tenure | Notes/Impact |
|---|---|---|---|
| PayPal Holdings, Inc. | EVP, Chief Product Officer | Sep 2022 – Apr 2025 | Led product at a global payments company |
| Expedia Group, Inc. | President, Marketplace; President, Platform & Marketplaces; Chief Product Officer, Expedia Brands | Dec 2019 – Sep 2022; Dec 2019 – Jun 2021; Jul 2011 – Mar 2016 | Senior leadership across marketplace, platform, and brand product |
| Vrbo/HomeAway (Expedia subsidiary) | President | Jul 2016 – Dec 2019 | Led major vacation rental brand |
| Yahoo!; Pelago (acq. by Groupon); Medio Systems (acq. by Nokia/Microsoft) | Senior positions | Not specified | Two decades’ experience in search, recommendations, analytics, marketing; investor in 100+ startups |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Permira | Senior Advisor | Since Aug 2023 | Advisory; no Owlet committee linkage disclosed |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; not designated as a committee chair .
- Audit Committee composition recognizes Durr (Chair) and Stoll as “audit committee financial experts”; Kim meets financial literacy requirements but is not designated the financial expert .
- Independence: Board determined Kim is independent under NYSE rules (one of seven independent directors) .
- Attendance: In 2024, each incumbent director attended at least 75% of Board and committee meetings (Board met 6x; Audit 5x; Compensation 4x; Nominating 4x) .
- Executive sessions: Independent directors hold regular executive sessions at least annually .
Fixed Compensation
| Year | Annual Board Cash Retainer ($) | Committee Chair Cash Fees ($) | Meeting Fees | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 50,000 | — (Audit Chair fee is $32,500, but Kim is not chair) | None disclosed (expenses reimbursed) | 50,000 |
Notes:
- Non-employee director program (formalized July 2023) provides $50,000 annual Board cash retainer; Audit Committee chair receives $32,500; directors can elect fees in cash, RSUs, or a mix; RSUs for fee elections are immediately vested and granted the fifth business day after quarter-end; meeting expenses reimbursed .
Performance Compensation
| Item | Value / Design |
|---|---|
| Annual director RSU grant value | $150,000, sized by dividing $150,000 by the 30-trading-day average closing price at the annual meeting; vests before next annual meeting (2024 grant vested immediately as an exception) |
| Kim 2024 Stock Awards (fair value) | $160,222 (annual RSU grant) |
| Non-employee director annual equity cap (plan limit) | Max total grant-date fair value of equity plus cash for non-employee directors ≤ $1,000,000 per calendar year |
| Clawback policy | Equity awards subject to the Company’s clawback policy and applicable law |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Related-party exchange of warrants | Kim is a “Related Holder” in the August 7, 2025 Exchange Agreement to swap outstanding Series A/B warrants for Common Stock; Kim would receive 107,626 shares upon consummation, subject to stockholder approval under NYSE Section 312.03 |
| Lockup | 180-day lockup on Exchange Shares with limited customary exceptions |
| Voting agreement | Related Holders agreed to appear for quorum and vote in favor of the share issuance (Proposal 5); Related Holders and affiliates represented ~44% of voting power as of Aug 15, 2025 |
| Governance controls | Independent Special Committee (Burke, Durr, Gonzales) retained independent legal (Potter Anderson) and financial advisor (William Blair); negotiated VWAP-based exchange, lower volatility input, and lockup; transaction subject to stockholder approval |
Expertise & Qualifications
- Deep product, marketplace, and analytics background from PayPal/Expedia/Vrbo; broad leadership experience across tier-one tech brands and startups .
- Financial literacy for Audit Committee service; not designated “audit committee financial expert” (Durr, Stoll hold that designation) .
Equity Ownership
| As of Aug 15, 2025 | Amount (Shares) | Notes |
|---|---|---|
| Common Stock beneficially owned | 366,788 (2.1% of common) | |
| Direct Common Stock | 125,404 | |
| Series A Preferred (shares) | 200; convertible into 29,154 Common | |
| Series B Preferred (shares) | 250; convertible into 32,414 Common | |
| Series A Warrants | 131,195 Common issuable within 60 days | |
| Series B Warrants | 48,621 Common issuable within 60 days |
Pro forma after Exchange Agreement (if approved):
| Holder | Common Shares Post-Exchange | Warrants Remaining |
|---|---|---|
| John C. Kim | 233,030 | None |
Governance Assessment
- Strengths: Independent director with dual committee roles (Audit and Compensation) and strong operator/product background; Audit Committee structure includes designated financial experts and robust pre-approval/oversight processes .
- Alignment: Director compensation is equity-heavy via $150,000 annual RSU grants and option to take cash fees in RSUs; awards subject to clawback .
- Engagement: Board met regularly; all directors met ≥75% attendance in 2024; independent executive sessions held .
- RED FLAGS / watch items: Related-party warrant exchange (Kim receives 107,626 shares) creates potential conflict optics; mitigated via independent Special Committee, lockup, VWAP methodology, and stockholder approval requirement .