Jay Kim
About Jay Kim
Jay Kim, age 63, is Founder and Chief Executive Officer of Reborn Coffee (REBN) and has served as CEO since the company’s inception in 2014. He holds a B.S. in Chemical Engineering from California State University, Long Beach, and previously served as a U.S. Army 1st Lieutenant with training at the US Army Chemical School . Under his tenure, REBN’s 2024 revenue grew 7.6% year over year to $5.93M while net loss widened modestly to $(4.81)M, and reported Pay-versus-Performance shows negative but improving TSR since listing (see tables below) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Wellspring Industry (Tutti Frutti; O’My Buns) | Founder/Owner (sold majority in 2017) | 2007–2017 | Built a global frozen yogurt and bakery-café franchise platform before refocusing on Reborn Coffee . |
| Coffee Roasters (Riverside, CA) | Owner | 2002–2007 | Hands-on coffee operations foundation . |
| JES Inc. (Brea, CA) | Project Manager (Environmental Engineering) | 1997–2002 | Managed engineering projects; operations execution experience . |
| Allied Signal Environmental Catalyst (Tulsa, OK) | Senior Process Engineer; led Mexico plant start-up efforts | 1992–1997 | Process optimization and start-up leadership . |
| Toyota Auto Body Inc. | Plant Start-up Engineer | 1988–1992 | Manufacturing scale-up exposure . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external roles disclosed in company filings . |
Fixed Compensation
| Metric (Jay Kim – CEO) | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 150,000 | 162,000 |
| Bonus ($) | — | — |
| Stock Awards ($) | — | — |
| Option Awards ($) | — | — |
| Non-Equity Incentive ($) | — | — |
| All Other Compensation ($) | — | — |
| Total ($) | 150,000 | 162,000 |
Notes:
- Company discloses an annual performance-based bonus program, but bonuses “when made” are discretionary and not tied to specific financial performance measures; no bonus was paid to the CEO in 2023–2024 .
- Non-employee directors received no cash or equity compensation in 2023–2024 .
Performance Compensation
| Element | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus (discretionary) | Not formulaic; committee discretion | N/A | Not disclosed | Not disclosed | — | Cash (if any); not paid in 2023–2024 |
| RSUs/PSUs | None for CEO in 2023–2024 | — | — | — | — | — |
| Stock Options | None for CEO; Company states no option grants to NEOs in 2024 | — | — | — | — | — |
Pay vs. Performance (as reported)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| PEO (CEO) Summary Compensation Table Total ($) | 344,000 | 150,000 | 286,000 |
| PEO Compensation Actually Paid ($) | 344,000 | 150,000 | 286,000 |
| Value of $100 Investment (TSR) | 82.91 | 88.13 | 95.68 |
| Net (Loss) Income ($ thousands) | (3,553) | (4,725) | (4,805) |
Notes:
- Company reports no equity compensation for the CEO during these years; “compensation actually paid” therefore matches SCT totals .
- TSR is measured from initial Nasdaq trading on Aug 12, 2022; no dividends paid .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares beneficially owned (CEO) | 515,834 shares; 8.6% of outstanding as of Oct 3, 2025 . |
| Shares outstanding (record date context) | 5,967,107 as of Oct 2–3, 2025 (record/determination dates) . |
| Pledging | “No shares identified below are subject to a pledge.” (applies to table, including CEO) . |
| Vested vs. unvested equity | As of Dec 31, 2024, no outstanding equity awards for NEOs (i.e., no unvested RSUs/options) . |
| Options (exercisable/unexercisable) | None outstanding for NEOs . |
| Ownership guidelines | Not disclosed . |
| Section 16 compliance | Company states all Reporting Persons met filing requirements in 2024 . |
Implications:
- Founder-level direct ownership (8.6%) signals high alignment; absence of pledging reduces financing/forced-sale risk .
- With no outstanding equity awards, near-term vesting-related selling pressure appears limited for the CEO .
Employment Terms
| Term | Jay Kim (CEO) |
|---|---|
| Employment agreement | None disclosed; company notes it does not have employment agreements with any NEOs other than CFO (CFO at-will, 2022) . |
| Severance provisions | “None of our NEOs are entitled to receive payments or other benefits upon termination of employment or a change in control.” |
| Change-in-control terms | None; no single- or double-trigger acceleration disclosed . |
| Clawback policy | Not disclosed in proxy; no restatement-related recovery indicated in 10-K checkmarks . |
| Non-compete / Non-solicit | Not disclosed . |
| Perquisites / gross-ups | Not disclosed . |
| Deferred comp / pension | “We do not maintain any deferred compensation, retirement, pension or profit-sharing plans.” |
Board Governance and Service (Jay Kim as Director)
- Board and roles: CEO and Director; director since 2014 .
- Independence: Board determined five of seven nominees are independent; Jay Kim is not independent .
- Committees: Audit Committee (Arjomand—Chair; Nasim; Lim); Compensation Committee (Nasim—Chair; Arjomand; Jeong). Jay Kim does not serve on these committees .
- Board leadership: Chair and CEO roles are split (Chairman: Farooq M. Arjomand), which reduces typical CEO/Chair concentration concerns .
- Board activity: Board held nine meetings in 2024; each director attended >75% of meetings. Audit and Compensation Committees held no meetings in 2024 .
Performance & Track Record
Business scale and growth
| Metric | 2023 | 2024 |
|---|---|---|
| Total net revenues ($) | 5,508,139 | 5,928,533 |
| Net (loss) income ($) | (4,725,123) | (4,805,948) |
| Company-operated locations (year-end) | 12 (all company-operated) | 12 (all company-operated) |
Additional context:
- Concentration in California; going-concern emphasis and continued net losses highlighted in Risk Factors .
Related Party Transactions (Governance signals)
- January 2024: $1,000,000 equity subscription by Chairman Farooq M. Arjomand for 1,666,667 shares (direct company financing support) .
Say-on-Pay & Shareholder Feedback
- 2024 Annual Meeting (Oct 24, 2024): Stockholders elected directors and ratified auditor; also approved share issuance under a convertible note; no say‑on‑pay proposal reported in the 8-K for that meeting .
Compensation Structure Analysis (Signals)
- Cash-heavy, low variable pay: CEO compensation consists entirely of salary in 2023–2024; no bonus paid; no equity grants—reduces dilution but weakens explicit pay-for-performance linkage .
- Discretionary bonuses: Committee states bonuses “have not been tied to any financial performance measure” and remain discretionary—limited transparency into incentive alignment .
- No severance/CoC protections: Eliminates parachute risk and potential misalignment in sale scenarios; may increase retention risk compared to market norms .
- No outstanding equity awards: Curtails future vesting overhang and forced sales; may also diminish long-term retention incentives for CEO absent new equity programs .
Risk Indicators & Red Flags
- Going concern and recurring losses: Material doubt disclosed; net loss $(4.81)M in 2024; accumulated deficit noted (see Risk Factors) .
- Listing compliance sensitivity: Prior Nasdaq deficiencies; company placed on Discretionary Panel Monitor until May 16, 2025, limiting cure periods if new issues arise .
- Dilution/financing mechanics: Equity line with Arena (up to $50M) and secured convertible debentures (up to $10M) introduce potential dilution and overhang; pricing mechanics keyed to VWAP create issuance sensitivity to share price .
Investment Implications
- Alignment vs. incentives: Founder ownership (8.6%) provides meaningful alignment; however, lack of formulaic performance pay and absence of outstanding long-term equity awards could weaken near-term performance incentives and retention levers versus peers .
- Selling pressure: With no unvested awards, routine vest-driven selling by the CEO appears limited; broader stock supply risk stems from company-level financing structures (ELOC/debentures), not insider vesting .
- Governance posture: Split Chair/CEO and majority-independent board with defined committees are positives, but zero committee meetings in 2024 and discretionary bonus design reduce confidence in rigorous pay oversight .
- Execution risk: Modest revenue growth alongside persistent losses and going-concern emphasis keeps execution risk elevated; continued financing dependence and Nasdaq compliance sensitivity add to volatility potential .