John Kim
About John Kim
John Kim is Volcon’s Chief Executive Officer and a director, age 54, serving as CEO since February 3, 2024 and on the board since 2021; he holds a Master’s degree in Design from Stanford University (2001) and previously led notable design and entrepreneurial roles including founding Super73 and U‑Life, and design positions at Yahoo and Honda . Under his tenure, Volcon’s FY2024 revenue increased to $4.04 million from $3.26 million in FY2023, while net loss remained comparable at approximately $45.5 million versus $45.1 million the prior year . The company has disclosed substantial doubt about its ability to continue as a going concern absent additional financing, which is relevant to executive retention and incentive structure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Super73 Inc. | Founder & CEO | 2012–2019 | Built one of the world’s leading electric bicycle companies . |
| U‑Life (South Korea) | Founder | 2003–2006 | Internet‑enabled home appliance company sold to LG in 2006 . |
| Yahoo | Principal Designer (Search) | Not disclosed | Senior design leadership for Yahoo Search . |
| Honda | Car Designer | Not disclosed | Automotive design experience . |
| U.S. Army | Paratrooper | Not disclosed | Early career military experience . |
External Roles
- Currently a private investor .
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Base Salary (per employment agreement) | $800,000 | Effective January 30, 2024; CEO start February 3, 2024 . |
| Salary Paid (SCT) | $733,333 | Reflects partial year cash salary recognized in 2024 . |
| Target/Structured Bonus | $250,000 | Payable upon completion of FY2024 audit; paid April 2025 . |
| Perquisites | Limited perqs consistent with program . | Health/dental/vision/basic life available to NEOs . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| FY2024 Audit Completion Bonus | N/A | $250,000 | Achieved (audit completed) | $250,000 | Paid April 2025 . |
| Change‑of‑Control Transaction Bonus | N/A | 5% of gross proceeds | Contingent (event‑driven) | Formulaic per event | Eligible up to 6 months post‑termination if not for cause . |
Equity Ownership & Alignment
| Beneficial Ownership (as of Apr 21, 2025) | Shares | % of Outstanding |
|---|---|---|
| John Kim | 4 | <1% (of 3,850,824 shares) . |
| Outstanding Options (pre‑CEO board grants) | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| Grant 1 | 1 | — | $180,000 | 7/19/2031 |
| Grant 2 | 1 | — | $279,000 | 7/26/2032 |
| Grant 3 | 2 | — | $124,200 | 7/12/2033 |
| Notes | Mr. Kim’s listed options were granted as a board member prior to becoming CEO . |
| CEO Option Grant (outside 2021 Plan) | Size | Vesting | Exercise Price | Term | Grant Mechanics |
|---|---|---|---|---|---|
| Annual CEO option grant (2025 issuance) | 1,443,000 shares (10% of fully diluted at grant) | Fully vested upon issuance (≥90% convertible notes retired) | Closing price on grant date (May 30, 2025) | 10 years | Approved by stockholders (Proposal 4) . |
Additional alignment policies:
- Hedging and pledging of company stock are prohibited for directors and executive officers .
- Dodd‑Frank compliant clawback policy adopted effective October 2, 2023, covering erroneously awarded incentive compensation upon restatement (3‑year lookback) .
- Stock ownership guidelines for executives are not disclosed in the proxy materials reviewed.
Employment Terms
| Item | Detail |
|---|---|
| Role and Start Date | CEO commencing February 3, 2024 . |
| Agreement Effective Date | January 30, 2024 . |
| Base Salary | $800,000 annually . |
| Structured Bonus | $250,000 upon completion of FY2024 audit (paid April 2025) . |
| Change‑of‑Control Economics | Bonus equal to 5% of gross proceeds from any merger, sale or change‑of‑control entered into by the Company, eligible up to six months post‑termination if not for cause . |
| Annual Equity | Ten‑year options to purchase 10% of fully diluted shares at grant date; 2025 grant equals 1,443,000 shares, fully vested upon issuance due to notes retirement . |
| Severance | Not disclosed for CEO in the proxy excerpts reviewed (no severance terms found for Mr. Kim) . |
Board Governance
| Attribute | Detail |
|---|---|
| Board Service | Director since 2021 . |
| Committees | Served on Audit, Compensation, and Nominating & Governance until January 28, 2024; none after becoming CEO . |
| Independence | Not independent under Nasdaq rules . |
| Leadership Structure | Chair and CEO roles are separated; Chair nominated October 2024 (Karin‑Joyce Tjon) . |
| Attendance | All directors attended the prior year’s virtual annual meeting . |
Compensation Structure Analysis
- Cash vs equity mix: 2024 pay emphasized fixed salary and a milestone bonus ($250k) with a very large, fully vested option grant approved in 2025 outside the 2021 Plan (1,443,000 shares; 10% of fully diluted), which reduces performance contingency and increases guaranteed equity exposure upon issuance .
- Performance metrics: No disclosed multi‑metric (revenue/EBITDA/TSR) scorecard or weighting for CEO bonuses; the FY2024 bonus was tied to audit completion rather than operating KPIs .
- Clawback and trading alignment: Clawback policy in place and hedging/pledging prohibited, which supports alignment and mitigates certain risk behaviors .
- Repricing: Plan documents restrict repricing of options without shareholder approval, reducing pay‑design risk .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($) | $3,260,988 | $4,037,191 |
| Loss from Operations ($) | $(29,792,749) | $(27,014,027) |
| Net Loss ($) | $(45,071,211) | $(45,510,309) |
Contextual disclosures:
- Going concern disclosure: Management anticipates cash on hand plus subsequent financings still may not fund operations beyond one year from financial statement issuance, raising substantial doubt about continuation as a going concern .
- Equity approvals: Shareholders approved outside‑plan option grants (Proposal 4), enabling the CEO’s 10% fully diluted option issuance .
Investment Implications
- Alignment and selling pressure: The 2025 CEO option grant is fully vested upon issuance, which increases near‑term liquidity potential versus time‑based vesting; however, hedging and pledging prohibitions and a clawback framework partially mitigate misalignment risks .
- Transaction incentives: A 5% gross‑proceeds change‑of‑control bonus creates a tangible incentive for strategic transactions, which investors should weigh alongside governance safeguards and board independence; Mr. Kim is a non‑independent director, but the Chair is separate and key committees are independent .
- Pay for performance: Absence of disclosed operating KPIs or multi‑metric bonus weightings in 2024, with the milestone bonus tied to audit completion, suggests limited direct linkage to revenue/EBITDA outcomes; monitoring future proxy updates for KPI‑based incentives is warranted .
- Financial risk backdrop: Volcon’s persistent losses and going concern language increase execution and retention risks; compensation elements that prioritize liquidity and transaction outcomes may dominate near‑term signals for traders and event‑driven investors .