Shin-Bae Kim

About Shin-Bae Kim

Shin-Bae Kim (age 70) has served as an independent director of Spark I Acquisition Corporation (SPKL) since December 2021. He is a former Vice Chairman of SK Group and President/CEO of SK Telecom, and previously served as a director of POSCO. He holds a B.S. in Industrial Engineering from Seoul National University, an M.S. in Industrial Engineering from KAIST, and an MBA from the Wharton School of the University of Pennsylvania .

Past Roles

External Roles

Board Governance

• Independence: Board determined Mr. Kim is independent under Nasdaq and SEC rules; he is one of five independent directors on an eight-member board .
• Committee assignments:
  • Audit Committee: Member (chair is Willy Lan); all members independent; financially literate; Lan and Do designated “financial experts” .
  • Nominating Committee: Chair; committee composed entirely of independent directors .
  • Compensation Committee: Member (chair is Catherine Mohr); composed of independent directors; charter authorizes use of independent compensation advisers .
• Board class and term: Class II director; Class II terms (including Kim) expire at the 2025 annual meeting .
• Attendance: Specific meeting attendance rates not disclosed in DEF 14A or 10-K for 2023/2024 (no data found in filings) .

Fixed Compensation

• Structure reference: Board Services Agreement template contemplates cash annual stipend (amounts blank/not disclosed), sponsor transfer of Class B founder shares to directors (subject to lock-up similar to Class B), and indemnification agreements; agreement explicitly positions directors as independent contractors .
• No definitive cash retainer, committee/meeting fees, or chair fee amounts are disclosed in 2024/2025 DEF 14A or 10-K; auditor fee disclosures are present, but director compensation specifics are not .

Performance Compensation

• No performance-based compensation metrics (e.g., TSR, EBITDA, ESG goals) for non-employee directors are disclosed for SPKL; compensation committee charter focuses on executive officer compensation oversight, not director performance pay .

Other Directorships & Interlocks

Expertise & Qualifications

• Industrial engineering and telecom leadership (SK Group; SK Telecom) .
• Board governance experience at a major Korean steel company (POSCO) .
• Technology and AI advisory exposure (Afiniti) .
• Educational credentials: B.S. Seoul National University; M.S. KAIST; MBA Wharton .

Equity Ownership

• Pledging/Hedging: No disclosures found on hedging or pledging by Mr. Kim in DEF 14A or 10-K .
• Ownership guidelines: No director stock ownership guidelines disclosed for SPKL in filings reviewed .

Governance Assessment

• Strengths:
  • Independent status across multiple key committees; chairs Nominating Committee, suggesting influence over board refresh and qualifications .
  • Audit Committee membership with financially literate composition and strong charter oversight of auditor independence and related-party review .
  • Prior large-cap governance (POSCO) and deep operating background (SK Group/SK Telecom) add sectoral breadth .
• Alignment and incentives:
  • Beneficially owns 100,000 Class B founder shares; alignment with sponsor/initial shareholders may encourage transaction completion but can reduce public shareholder leverage given initial holders’ 39.1% voting power .
• Potential conflicts and red flags:
  • Directors and officers have stated interests in extension/adjournment proposals (ownership of Class B and private placement warrants via sponsor), creating potential conflicts with public holders seeking liquidation timelines .
  • SPAC structure allows initial shareholders to achieve quorum and materially influence outcomes; ordinary shareholders may have limited impact absent active voting .
  • Lack of transparent disclosure of director cash/equity compensation details (amounts, vesting schedules) in recent proxy/10-K may hinder pay-for-performance evaluation for non-employee directors .
• Related-party safeguards:
  • Formal related party transaction policy requiring Audit Committee approval; prohibition on consummating a business combination with an affiliate without an independent fairness opinion .
• Regulatory considerations:
  • SPAC notes CFIUS and foreign ownership review risks that can affect transaction timing and feasibility; governance must navigate national security review if applicable .

RED FLAGS

• Sponsor/initial shareholder control over quorum and voting, coupled with director ownership of founder shares, can create perceived misalignment with public shareholders on extension or business combination timing .
• Absence of detailed director compensation disclosures (retainers, equity grant terms) reduces transparency into incentive structures for independent directors .