Bora Chung
About Bora Chung
Independent Class II director at Remitly Global, Inc. since November 2020; age 52. Former Chief Experience Officer and Senior Vice President, Product at BILL Holdings (Bill.com); prior senior product roles at eBay Korea, eBay Inc., and Apple Online Stores (Worldwide Payments & Financing). Education: A.B. in Economics from Harvard University and M.B.A. from Stanford Graduate School of Business. Serves as Chair of the Talent & Compensation Committee; board determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BILL Holdings, Inc. (Bill.com) | Chief Experience Officer | Oct 2020 – Aug 2022 | Led customer experience and product; public company officer experience |
| BILL Holdings, Inc. | Senior Vice President, Product | Dec 2018 – Sep 2020 | Product leadership |
| eBay Korea Co. Ltd. | Chief Product Officer | Sep 2016 – Nov 2018 | Product strategy for online marketplace |
| eBay Inc. | Vice President, Product Management | Dec 2014 – Aug 2016 | Product management leadership |
| Apple Inc. (Apple Online Stores) | Director, Worldwide Payments & Financing | Oct 2010 – Dec 2014 | Led payments and financing for online stores |
External Roles
| Company/Institution | Role | Status | Notes |
|---|---|---|---|
| — | — | — | The proxy biography does not disclose any current public company directorships for Ms. Chung . |
Board Governance
- Committee assignments: Chair, Talent & Compensation Committee; not listed as a member of Audit & Risk or Nominating & Corporate Governance .
- Independence: Board determined Ms. Chung and all non-employee directors are independent under SEC/Nasdaq rules .
- Attendance and engagement: Board met 4 times in 2024; each director attended at least 75% of board and committee meetings for their service; T&C Committee met 5 times; Audit & Risk 7; Nominating 4; seven of nine directors attended the 2024 annual meeting .
- Board classification: Class II director; term expires in 2026; board has lead independent director (Phillip Riese) .
Fixed Compensation
| Component | Detail | Amount |
|---|---|---|
| Annual board retainer (cash) | Per Director Compensation Policy (effective May 9, 2024) | $40,000 |
| Audit & Risk Committee | Chair / Member annual fees | $20,000 (Chair) / $10,000 (Member) |
| Talent & Compensation Committee | Chair / Member annual fees | $15,000 (Chair) / $7,500 (Member) |
| Nominating & Corporate Governance | Chair / Member annual fees | $10,000 (Chair) / $4,000 (Member) |
| Lead Independent Director premium | Additional annual cash | $20,000 |
| Non-executive Chair premium | In lieu of LID premium | $60,000 |
| Annual RSU grant | 2021 Plan; $200k × years in term (max $600k); 3 equal annual installments; accelerates upon corporate transaction | Policy terms disclosed |
| RSUs in lieu of cash fees (Fee RSUs) | Optional election to receive cash fees as RSUs; generally vest quarterly over one year or until next annual meeting/corporate transaction | Policy terms disclosed |
| 2024 Director Compensation (Ms. Chung) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $0 (elected RSUs in lieu of cash) |
| Stock Awards (grant-date fair value) | $453,804 |
| All Other Compensation | $0 |
| Total | $453,804 |
| Awards outstanding at 12/31/2024 | 32,573 unvested RSUs |
Cap on Director Compensation: $750,000 per year per non-employee director; $1,000,000 in the calendar year of initial service (includes cash and equity) .
Performance Compensation
- Director pay is primarily fixed cash retainers and time-based RSUs; no director performance-based metrics disclosed (e.g., revenue/EBITDA/TSR-linked awards) .
| Performance Metric | Target | Measurement | Payout Linkage |
|---|---|---|---|
| Revenue growth | Not disclosed for directors | — | Not used for director pay |
| EBITDA/TSR/ESG | Not disclosed for directors | — | Not used for director pay |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public company boards | None disclosed in proxy biography for Ms. Chung |
| Committee roles at other companies | Not disclosed |
| Interlocks with competitors/suppliers/customers | None disclosed; the proxy lists no related-party transactions since Jan 1, 2024 |
Expertise & Qualifications
- Product and payments expertise; leadership of customer experience/product at BILL; senior product roles at eBay; payments/financing leadership at Apple .
- Public company officer experience (BILL) .
- Education: Harvard AB (Economics); Stanford MBA .
- Governance role: Chair of Talent & Compensation Committee; member is a “non-employee director” under Rule 16b-3; committee meets independence requirements .
Equity Ownership
| Ownership Item | Value |
|---|---|
| Shares beneficially owned (3/31/2025) | 117,218 (<1% of class) |
| Breakdown | 116,171 shares of common stock; 1,047 RSUs vesting within 60 days |
| Unvested RSUs outstanding (12/31/2024) | 32,573 |
| Options (exercisable/unexercisable) | None disclosed for Ms. Chung in director footnotes |
| Hedging policy | Hedging prohibited for directors |
| Pledging policy | Allowed only with pre-approval under strict guidelines; one director has an approved pledge; no pledge disclosure for Ms. Chung in ownership table |
| Stock ownership guidelines | Not disclosed for directors in the proxy |
Governance Assessment
-
Positive signals:
- Independent director; chairs T&C Committee; committee comprised solely of independent directors .
- Use of an independent compensation consultant (Compensia) with no conflicts; T&C Committee evaluates peer groups and compensation practices annually .
- Board and committees maintained strong engagement in 2024 (board 4 meetings; T&C 5; Audit 7; Nominating 4); each director ≥75% attendance .
- No related-party transactions since Jan 1, 2024; robust related-party review policy overseen by the Audit & Risk Committee .
- Strong say-on-pay support (98% approval in 2024), indicating shareholder confidence in overall compensation governance .
-
Potential risks/considerations:
- Director equity is time-based RSUs rather than performance-linked awards; alignment relies on stock price and ownership rather than explicit metrics .
- Board remains classified, which can reduce annual accountability to shareholders by staggering terms (Class II through 2026) .
-
RED FLAGS: None disclosed specific to Ms. Chung regarding attendance shortfalls, related-party transactions, pledging, hedging, tax gross-ups, or option repricing .
Compensation Committee Analysis
- Committee composition and leadership: Talent & Compensation Committee comprised of Ms. Chung (Chair) and Mr. Laurent Le Moal; both independent and non-employee directors per Rule 16b-3 .
- Independent consultant: Compensia engaged; assessed independence; no conflicts of interest; scope includes peer group selection, market reviews, vesting schedules, and governance trends .
- Interlocks: None of the T&C members were officers or employees; no reciprocal interlocks involving the Company’s executives on other entities’ compensation committees during 2024 .
- Peer group: Fintech/tech comparables used for 2024 executive comp benchmarking (e.g., BILL, Flywire, Affirm, Q2, Shift4, Payoneer, Wise, etc.) .
Related-Party Transactions
- Policy: Audit & Risk Committee must approve/ratify covered related-party transactions; alternative review by Nominating & Corporate Governance if any audit committee conflicts .
- Disclosures: No related-party transactions ≥$120,000 since Jan 1, 2024 beyond standard compensation arrangements .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: Approximately 98% of votes cast approved 2023 NEO compensation .
- Frequency: Annual say-on-pay votes per 2023 shareholder decision .
Notes on Attendance and Director Meeting Engagement
- Directors are expected to attend annual meetings; seven of nine attended in 2024; committee meetings frequency noted above; Ms. Chung’s specific attendance rate not individually disclosed, but each director met ≥75% threshold .
Appendix: Director Compensation Policy Mechanics
- Annual RSUs grant sizing tied to remaining term years (cap at $600,000) with three annual installments; Fee RSUs optional for cash fees; acceleration on corporate transactions; director compensation capped at $750,000 annually ($1,000,000 in initial year) .