James Rhee

About James Rhee

James Rhee, 61, has served as Chief Executive Officer and Chairman of the Board of Spark I Acquisition Corporation (SPKL) since July 2021. He holds a B.S. in Economics (University of Minnesota) and an MBA (Beta/Gamma Beta Sigma) from Northwestern’s Kellogg School of Management . As a pre-combination SPAC, SPKL has not disclosed operating KPIs (revenue/EBITDA growth) or TSR attribution for Rhee’s tenure; filings focus on extension of the business combination deadline rather than operating performance metrics .

Past Roles

External Roles

Fixed Compensation

SPKL pays executives via consulting arrangements rather than employment agreements. No long-term cash plans or stock option plans are maintained.

• Structure and amounts (as disclosed in IPO filings):
  • CEO consulting fee: $250,000 per annum starting May 1, 2021; increased to $350,000 per annum effective October 1, 2022; cumulative paid through disclosure date: $441,666.67 .
  • Company disclosure: “We do not have any employment agreements with our officers… We do not have any long-term compensation plans or stock option plans.” .

Performance Compensation

• Annual bonus plan: Not disclosed; no targets or payouts reported .
• Equity incentive awards (RSUs/PSUs/options): None; company states no long-term compensation or stock option plans .
• Performance metrics tied to pay: None disclosed .

Equity Ownership & Alignment

• Beneficial ownership (Class B “founder” shares). James Rhee holds 250,000 Class B shares; this equals 3.9% of Class B and approximately 1.52% of total ordinary shares outstanding at the proxy dates shown below.

• Founder share mechanics and lock-up:

  • Founder shares (Class B) convert into Class A at business combination so that founder shares equal at most 23% of the defined post-offering and financing denominator; not less than 1:1 conversion rate .
  • Transfer restrictions: No transfer of founder shares until the earlier of (a) 1 year post-business combination, or (b) after 150 days post-combination if the Class A share price ≥ $11.50 for 20 of 30 trading days, or upon a qualifying change in control; private placement warrants/underlying shares not transferable until 30 days post-combination .
  • 180-day IPO lock-up for sponsor/insiders prohibits selling, pledging or swaps; any waivers require public notice .

• Hedging/pledging policy:

  • As of FY 2024, SPKL had not yet adopted a formal insider trading policy; upon business combination, SPKL expects to adopt a policy including prohibitions on hedging and pledging of securities .

• Ownership guidelines: Not disclosed .

• Vested vs. unvested; options/warrants: No executive stock option plans; founder shares subject to lock-ups rather than vesting; private placement warrants are subject to transfer restrictions post-combination .

Insider selling pressure indicators

• Near-term saleability is governed by lock-up triggers (≥$11.50 price test or time-based release) and the 30-day post-combination window for private placement securities, implying potential incremental supply once those conditions are met . No Form 4 activity is disclosed in these filings; founder shares are the principal equity exposure .

Employment Terms

• Employment agreements: None for officers; executives serve under consulting arrangements .
• Severance / change-of-control: Not disclosed; no employment agreements means no stated severance multiples or COC provisions .
• Clawback: Not disclosed for pre-combination period; company anticipates adopting insider trading policy with hedging/pledging prohibitions post-combination, but no explicit clawback policy disclosed .
• Non-compete / non-solicit / garden leave: Not disclosed .

Board Governance

• Board roles: James Rhee is CEO and Chairman; not independent .
• Committees and independence:
  • Audit Committee: Independent members Willy Lan (Chair), Cuong Viet Do, Shin-Bae Kim; each financially literate; Lan and Do qualify as “audit committee financial experts” .
  • Compensation Committee: Independent members Catherine Mohr (Chair) and Shin-Bae Kim; empowered to retain independent advisors .
  • Nominating Committee: Independent members Shin-Bae Kim (Chair) and Catherine Mohr .
• Attendance rate / Lead Independent Director / executive sessions: Not disclosed in reviewed filings .
• Dual-role implications: CEO + Chairman concentration of authority mitigated by fully independent key committees (audit/comp/nominating) .

Director Compensation (Context)

• Independent directors were paid consulting fees of $75,000 per annum (paid monthly) and each received 100,000 founder shares transferred pre-IPO (April 1, 2022) .

Compensation Structure Analysis

• Year-over-year mix: Cash-only consulting fee increased from $250,000 to $350,000 per annum starting Oct 1, 2022; no equity incentive grants (RSUs/PSUs/options) and no cash bonus disclosed .
• Guarantee vs at-risk: Compensation is primarily fixed-fee consulting; at-risk pay is via founder shares subject to lock-up/price triggers rather than performance-vesting metrics .
• Repricing/modification: None disclosed (no option plans) .
• Peer group / say-on-pay: Not disclosed; 2024/2025 proxies focused on director elections/auditor and extension matters, not say-on-pay .

Related Party and Alignment Considerations

• Founder shares and voting/waiver commitments: Insiders agreed to vote in favor of any proposed business combination and to waive redemption rights; enhances deal completion incentives but may raise alignment questions relative to public shareholders .
• Sponsor/insider financing: Sponsor provided IPO-related loans; future working capital/transaction cost loans up to $1.5 million may be convertible into warrants at $1.00 (identical terms to private placement warrants) .
• Reimbursement: Sponsor/officers/directors reimbursed for out-of-pocket expenses; audit committee reviews quarterly .

Performance & Track Record

• Business combination status: 2025 proxy seeks to extend the combination deadline from July 11, 2025 to September 29, 2026; management states it will continue pursuing a business combination within the extended timeline .
• Stock performance during tenure: Not disclosed in filings reviewed; SPAC has not provided TSR analysis or executive-specific performance scorecards .
• Achievements/controversies: Not disclosed beyond continued governance, audit compliance, and pursuit of combination; CEO certifications executed with 10-K filings .

Investment Implications

• Pay-for-performance alignment: Absence of annual bonus and equity incentive plans means limited linkage to financial/operational metrics; alignment instead derives from founder shares whose value depends on achieving a viable business combination and post-combination share price performance .
• Selling pressure and float dynamics: If a business combination closes, lock-ups allow founder shares to become saleable after 1 year or earlier upon the $11.50 price test, and private placement securities 30 days post-close—potential sources of incremental supply depending on post-close trading .
• Retention and continuity: No employment agreement or severance/CIC protections for the CEO may indicate flexibility but also limited contractual retention; however, founder-share economics and letter-agreement obligations (vote for deal, waive redemptions) bind insiders toward completion .
• Governance: CEO/Chair dual role is partially offset by fully independent audit, compensation, and nominating committees; no lead independent director disclosed .
• Timeline risk: Shareholders will vote on extending the SPAC’s deadline to Sept 29, 2026; failure to extend would likely force liquidation, rendering founder shares worthless—creating strong incentives for management to secure a transaction within the window .
• Policy evolution: Formal insider trading, hedging, and pledging prohibitions expected to be implemented at combination, improving governance post-close .