Min Yong Ha
About Min Yong Ha
Min Yong Ha (age 54) is a Class II director of Penguin Solutions, Inc. (PENG), appointed December 13, 2024 as SK Telecom’s (SKT) board designee following SKT’s $200 million preferred equity investment; the Nominating & Corporate Governance Committee has nominated him for a new three-year term expiring at the 2028 AGM . He serves as SKT’s Chief Development Officer (since April 2022) and previously was CEO of AI semiconductor affiliates SAPEON Inc. (Jul–Nov 2024) and SAPEON Korea Inc. (Jul–Dec 2024); he holds a B.A. in Economics (University of Seoul) and an MBA (Indiana University Kelley School) . The Board has determined he is not independent under Nasdaq rules because he was designated by SKT pursuant to the Investor Agreement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SK Telecom Co., Ltd. (SKT) | Chief Development Officer | Apr 2022–present | Executive leadership in corporate development and strategy |
| SAPEON Inc. (SKT affiliate) | Chief Executive Officer | Jul 2024–Nov 2024 | Led AI semiconductor business (affiliate of SKT) |
| SAPEON Korea Inc. (SKT affiliate) | Chief Executive Officer | Jul 2024–Dec 2024 | Led AI semiconductor operations (affiliate of SKT) |
| SK Telecom Co., Ltd. | VP, Innovation Suite; VP, Corporate Planning; VP, Global Alliance | Jan 2019–Apr 2022 (roles through Jan 2020/Jan 2021/Apr 2022) | Strategy, planning, alliances |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Pacific Telecom, Inc. | Director | Private | Board role disclosed in PENG proxy |
| ID Quantique | Director | Private | Board role disclosed in PENG proxy |
| Rebellions Inc. | Director | Private | Board role disclosed in PENG proxy |
| Various SKT affiliates | Director | Private | Board roles at SKT affiliates |
Board Governance
| Topic | Detail |
|---|---|
| Board seat | Class II; Director since Dec 13, 2024; current term expires at 2025 AGM; nominated for term through 2028 AGM |
| Independence | Not independent; designated to the Board by SKT under the Investor Agreement |
| Committee assignments | None as of Dec 13, 2024 (no Audit, Compensation, NCG, or Cybersecurity seats) |
| Board leadership | Independent Chair of the Board: Penelope Herscher; CEO is a separate role (Mark Adams) |
| Attendance/engagement | In fiscal 2024, the Board held 13 meetings and each then-serving director attended ≥75% of Board/committee meetings; Mr. Ha joined after fiscal 2024 year-end, so this attendance disclosure predates his appointment |
| Executive sessions | Independent and non-executive directors meet regularly without management |
Fixed Compensation
Note: PENG pays compensation only to independent directors; PENG does not provide separate Board compensation to directors who are not independent, which would include Mr. Ha under current Board determinations .
| Element | Amount/Terms | Applicability to Min Yong Ha |
|---|---|---|
| Annual cash retainer (independent directors) | $60,000 cash, paid quarterly | Not applicable (non-independent) |
| Chair of the Board cash retainer | $110,000 (inclusive of member retainer) | Not applicable |
| Committee chair/member cash retainers | Audit: $30,000 / $10,000; Compensation: $20,000 / $7,500; NCG: $15,000 / $5,000; Cybersecurity: $15,000 / $5,000 | Not applicable (no committee seats; non-independent) |
| Annual director RSUs (independent directors ≥12 months) | ~$150,000 grant-date value; vests in full on first anniversary/next AGM | Not applicable (non-independent) |
| Initial director RSUs (new independent directors) | Prorated: $10,000 × months from month of appointment through 2nd January after appointment; 2-tranche vesting (1-year anniversary and second January) | Not applicable (non-independent) |
Performance Compensation
Directors do not receive performance-based pay; annual and initial director equity grants are time-based RSUs and vesting accelerates upon a change in control; no performance metrics are attached to director compensation .
| Performance Metric | Weight/Target | Outcome |
|---|---|---|
| None disclosed for directors | N/A | N/A |
Other Directorships & Interlocks
- Board designee of SKT: Mr. Ha was appointed under SKT’s right to designate one director while SKT and its affiliates own at least 5% of fully diluted ordinary shares via convertible preferred (200,000 CPS purchased for $200 million) .
- Related person transactions: Aside from the Purchase Agreement, Investor Agreement, and Certificate of Designation linked to SKT’s investment, the proxy states Mr. Ha was not selected pursuant to any other arrangement and has no direct or indirect material interest in transactions requiring Item 404(a) disclosure .
Expertise & Qualifications
- Executive experience in AI/semiconductors and telecom: CDO of SKT; former CEO of SAPEON Inc. and SAPEON Korea Inc. (AI semiconductor affiliates) .
- Strategic/BD pedigree across innovation, corporate planning, and global alliances at SKT .
- Education: B.A. Economics (University of Seoul); MBA (Indiana University Kelley School of Business) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Dec 9, 2024) | 0 shares; “—” reported in Directors & NEOs table |
| Beneficial ownership (Mar 17, 2025) | 0 shares; “—” reported in Directors & NEOs table |
| Statement in 2025 DEF 14A | “Each of our directors (other than Mr. Ha) hold ordinary shares,” indicating Mr. Ha held none at that time |
| Ownership guidelines | Apply only to independent directors (“Covered Directors”) at 5× annual cash retainer; compliance by later of Mar 31, 2026 or 5 years post-appointment; not applicable to non-independent directors |
| Hedging/pledging | Prohibited for all directors (no short sales, options, hedging; no pledging or margin) |
Governance Assessment
-
Positives
- Independent Chair structure with regular executive sessions supports independent oversight .
- Robust anti-hedging/anti-pledging policy for directors reduces alignment risk from derivatives/pledging .
- Clear director compensation framework with market-reviewed retainers and equity, plus ownership guidelines for independent directors .
-
Risks and potential conflicts (RED FLAGS)
- Not independent; appointed as SKT’s designee under an Investor Agreement tied to SKT’s $200 million preferred equity investment, creating potential conflicts and information flow considerations between PENG and a significant investor/strategic partner .
- Zero beneficial ownership as of both Dec 2024 and Mar 2025; and as a non-independent director he is not subject to director ownership guidelines—reducing “skin-in-the-game” alignment relative to independent peers .
- No committee assignments as of appointment, limiting direct influence on audit/compensation/governance or cybersecurity oversight at that time .
Overall implication for investors: Mr. Ha brings relevant AI/semiconductor and telecom strategy expertise, but his non-independent status, SKT designation, and lack of ownership/committee roles are governance factors to monitor for potential conflicts and alignment. PENG’s independent Chair, anti-hedging rules, and director ownership guidelines for independents partially mitigate governance risk at the board level .
Appendix: Board/Shareholder Context
- Board classification and membership: nine directors divided into three classes; Mr. Ha is Class II (term expiring 2025) and nominated for a term through 2028 .
- Board/committee activity: 13 Board meetings in fiscal 2024; each then-serving director met ≥75% attendance; Audit (9 meetings), Compensation (4), NCG (4), Cybersecurity (4) .
- Redomiciliation proxy notes (2025 DEF 14A): confirms indemnification and that Mr. Ha (uniquely) did not hold ordinary shares at that time .