Young-Jin Kim
RezoluteAbout Young-Jin Kim
Young‑Jin Kim (age 68) has served on Rezolute’s board since February 10, 2019; he was Chair of the Board until May 2022 and is currently classified as not independent under Nasdaq rules . Kim is Chairman & CEO of Handok Inc. and Chairman of Genexine Inc.; he holds an MBA from Indiana University’s Kelley School (1984) and completed Harvard Business School’s AMP (1996) . His tenure spans global pharma leadership roles in Korea and Germany, contributing deep commercial and industry expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Handok Inc. | Chairman & CEO | 1996–Present | Leads one of Korea’s leading pharma companies; major shareholder of RZLT via Handok |
| Roussel Korea / Hoechst Marion Roussel Korea / Aventis Pharma Korea | CEO | 1991–2005 | Country Manager of Hoechst AG and Aventis in Korea (1996–2005), oversight of specialty/cardiovascular franchises |
| Hoechst AG (Frankfurt) | Staff (International rotation) | 1984–1986 | Early international pharma experience |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Genexine Inc. | Chairman of the Board | — | Public biotech; governance interlock potential |
| Handok Jeseok Foundation | President | 2014 | Non‑profit leadership |
| Korean‑German Society (KDG) | President | 2010 | Cross‑border industry network |
Board Governance
- Independence: Rezolute designates Kim and CEO Nevan Elam as not independent under Nasdaq Rule 5605(a)(2) .
- Committees: Kim is not a member of the Audit, Compensation, or Nominating & Governance Committees; post July 1, 2025 those committees comprised Labrucherie (Audit Chair) with Fauchet and Hogenhuis; Hogenhuis (Comp Chair) with Harris and Kreher; Kreher (Nom/Gov Chair) with Labrucherie and Fauchet .
- Attendance: Board met 4 times in FY2025; each director attended at least 75% of Board/committee meetings (Kim not on committees). In FY2024, Board met 5 times; each director attended at least 75% .
- Board leadership: CEO serves as Acting Chair; no lead independent director disclosed .
Fixed Compensation
| Year | Annual Board Retainer (Cash) | Committee Membership Fees | Committee Chair Fees | Meeting Fees |
|---|---|---|---|---|
| FY2024 | $45,000 | $0 (not on committees) | $0 | Not disclosed |
| FY2025 | $45,000 | $0 (not on committees) | $0 | Not disclosed |
Performance Compensation
| Grant Type | Grant Date | Shares | Grant-Date FV / Strike | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| RSU | Feb 16, 2025 | 25,500 | $4.61/share | Vests over one year; fully vested by Mar 1, 2026 | n/a |
| RSU | Jun 10, 2025 | 9,000 | $4.39/share | Vests over one year; fully vested by Jul 1, 2026 | n/a |
| Stock Option | Feb 16, 2025 | 15,000 | $4.61 | Vests over one year; fully vested by Mar 1, 2026 | 10 years from grant (Feb 16, 2035) |
| Stock Option | Jun 10, 2025 | 5,000 | $4.39 | Vests over one year; fully vested by Jul 1, 2026 | 10 years from grant (Jun 10, 2035) |
Director compensation totals for FY2025: Cash $45,000; Stock awards $157,065; Option awards $65,093; Total $267,158 . In FY2024, Kim received $45,000 cash; no option grants that year .
Other Directorships & Interlocks
- Public company directorships: Chairman, Genexine Inc. .
- Significant shareholder interlock: Handok Inc. (Kim is Chairman & CEO) is a 9.27% holder as of Sept 22, 2025 and maintains a board observer (So‑Hyun Kwon) at Rezolute .
- Capital transactions: Handok purchased 1,250,000 shares at $4.00 in July 2024 (gross $5.0M) and 1,230,769 shares at $3.25 in May 2025 (aggregate gross with another investor $4.0M). Kim personally bought 78,947 shares in a 2022 placement at $3.80 .
Expertise & Qualifications
- Education: MBA, Indiana University Kelley School of Business (1984); AMP, Harvard Business School (1996) .
- Industry: 35+ years’ pharma leadership including Hoechst/Aventis; broad commercial and international operations experience .
- Board qualifications: Extensive pharma executive background; not designated as “financial expert” (Audit Committee experts are Labrucherie and Hogenhuis) .
Equity Ownership
| As of Sept 22, 2025 | Direct Shares | Options Exercisable ≤60 Days | Indirect Shares (Handok) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|---|
| Kim | 115,450 | 40,000 | 8,423,386 | 8,578,836 | 9.45% of 90,828,052 shares |
| Policy signals: Insider trading policy prohibits short sales, hedging, and generally pledging; exceptions require Audit Committee pre‑approval . No pledging by Kim disclosed. |
Governance Assessment
- Alignment and influence: Large economic stake via Handok plus personal holdings may align interests but concentrate influence; Handok maintains a board observer at Rezolute, elevating potential information flow and control dynamics .
- Independence and oversight: Kim is not independent and holds no committee roles, limiting direct participation in audit/compensation governance; independence classification reflects related‑party proximity (Handok) .
- Attendance: At least 75% attendance across FY2025/FY2024; adequate but not exemplary disclosure (no >90% metric reported) .
- Director pay structure: Mix of cash and time‑based equity (RSUs/options) supports equity alignment; no performance‑based metrics disclosed for director awards (all time‑vested) .
- Related‑party exposure: Recurrent financings with Handok; review and pre‑approval of related‑party transactions resides with the Audit Committee .
RED FLAGS
- Not independent; dual role as Chairman & CEO of Handok, a 9.27% shareholder with an active board observer at Rezolute .
- Related‑party financings involving Handok (2024, 2025); ongoing capital ties warrant scrutiny of transaction terms and fairness assessments .
- Late Form 4 filing noted for Kim in connection with the June 13, 2025 registered direct offering (compliance lapse) .
Mitigating Signals
- Prohibitions on hedging/pledging and presence of Clawback Policy aligned with governance best practices .
- Audit Committee oversees related‑party approvals; designated financial experts present (Labrucherie and Hogenhuis) .
Committee Assignments Snapshot
| Committee | Members (Post Jul 1, 2025) | Kim Member? |
|---|---|---|
| Audit | Labrucherie (Chair), Fauchet, Hogenhuis | No |
| Compensation | Hogenhuis (Chair), Harris, Kreher | No |
| Nominating & Governance | Kreher (Chair), Labrucherie, Fauchet | No |
Director Compensation Summary (Kim)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Cash Fees ($) | $45,000 | $45,000 |
| Stock Awards ($) | — | $157,065 (RSUs) |
| Option Awards ($) | — | $65,093 |
| Total ($) | $45,000 | $267,158 |
Equity Award Details (FY2025)
| Type | Grant Date | Shares | Terms |
|---|---|---|---|
| RSU | Feb 16, 2025 | 25,500 | FV $4.61/share; vests fully by Mar 1, 2026 |
| RSU | Jun 10, 2025 | 9,000 | FV $4.39/share; vests fully by Jul 1, 2026 |
| Option | Feb 16, 2025 | 15,000 | Strike $4.61; 10‑yr term; vests by Mar 1, 2026 |
| Option | Jun 10, 2025 | 5,000 | Strike $4.39; 10‑yr term; vests by Jul 1, 2026 |
Related Party Transactions
| Date | Counterparty | Transaction | Terms |
|---|---|---|---|
| Jul 2024 | Handok | Private placement | 1,250,000 shares at $4.00; $5.0M gross |
| May 2025 | Handok | Private placement | 1,230,769 shares at $3.25; part of $4.0M aggregate |
| Jul 2022 | Handok & Kim | Private placement | Handok 3,157,895 shares at $3.80; Kim 78,947 shares at $3.80 |
Insider Compliance
- Section 16: Company disclosed Kim filed a Form 4 late for shares purchased in June 13, 2025 offering; noted for transparency .
- Restrictions: Short sales, hedging, options trading, and margin accounts prohibited; pledging generally prohibited absent Audit Committee pre‑approval .
Governance Implications for Investors
- Monitoring advisable on: future financing terms with Handok; board observer influence; independence safeguards in compensation/audit oversight .
- Equity alignment: Time‑based RSUs/options increase ownership but lack performance hurdles; consider advocating for director equity tied to multi‑year TSR/clinical milestones to strengthen pay‑for‑performance .
- Risk management: Ensure robust recusal practices for Handok‑related matters and continued Audit Committee pre‑approval of related‑party transactions .