Haejin Lee
About Haejin Lee
Haejin Lee (age 57) is a Class III director of WEBTOON Entertainment (WBTN), serving on the Board since October 2020, with his current term expiring at the 2027 annual meeting. He holds a B.S. in Computer Science from Seoul National University and an M.S. in Computer Science from KAIST, co‑founded NAVER in 1999, served as NAVER’s board chair from 2004–2017, was Global Investment Officer from 2017–March 2025, and resumed NAVER’s board chair role in March 2025. He is not considered an independent director by WBTN’s Board, which identifies only two independent directors (Winkles and Dubuc).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NAVER Corporation | Co‑founder; Chair of the Board (Chair 2004–2017; resumed March 2025) | 1999–present; Chair 2004–2017; Chair again since Mar 2025 | Led corporate development; governance leadership at controlling stockholder of WBTN |
| NAVER Corporation | Global Investment Officer | Mar 2017–Mar 2025 | Oversaw global investments prior to resuming Chair role |
| Samsung SDS Co., Ltd. | Various IT roles | Feb 1992–Jun 1999 | Technology and operations experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| NAVER Corporation | Chair of the Board (since Mar 2025); former Global Investment Officer | Public (Korea) | Affiliated with WBTN’s majority stockholder; governance interlock potential |
Board Governance
- Committee assignments: Chair, Compensation Committee; not a member of Audit or Nominating & Corporate Governance Committees.
- Independence: WBTN states only Isabelle Winkles and Nancy Dubuc are independent directors; Haejin Lee is not independent and is identified as a representative of majority stockholder NAVER.
- Controlled company status: NAVER owns ~61.73% voting power; WBTN relies on Nasdaq controlled company exemptions including a Compensation Committee not composed entirely of independent directors.
- Board structure: Classified board; Lee is Class III with term expiring 2027.
- Attendance: In 2024, all directors attended at least 75% of Board and applicable committee meetings during their tenure; independent directors held one executive session in 2024.
- Lead independent director: WBTN currently does not have a lead independent director.
- June 2025 refresh: Board expanded to eight; appointed independent director Saeju Jeong (Audit Committee member; audit committee financial expert).
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual Board retainer (cash) | $75,000 | For non‑employee directors under the Director Compensation Policy effective June 27, 2024. |
| Committee chair retainers (cash) | Audit $25,000; Compensation $17,000; Nominating & Corporate Governance $12,500 | As applicable. |
| Committee member retainers (cash) | Audit $12,000; Compensation $10,000; Nominating & Corporate Governance $7,500 | As applicable. |
| 2024 actual for H. Lee | — cash; — equity; total — | No 2024 director compensation reported for H. Lee. |
Performance Compensation
| Equity Element | Grant Value/Terms | Vesting | Notes |
|---|---|---|---|
| Initial RSU grant (one‑time, year of initial election/appointment) | ~$450,000 grant date fair value | Vests in 12 equal quarterly installments over 3 years, subject to continued service | Under 2024 Omnibus Incentive Plan; applies to non‑employee directors generally. |
| Performance metrics tied to director equity | None disclosed for directors | n/a | Director equity appears time‑vested; no performance metrics disclosed. |
Compensation committee process/consultant: The Compensation Committee oversees director and executive pay; retained independent consultant Pearl Meyer in late 2024 and determined no conflicts of interest.
Other Directorships & Interlocks
| Entity | Relationship to WBTN | Lee’s Role | Governance/Conflict Note |
|---|---|---|---|
| NAVER Corporation | Majority stockholder of WBTN (61.73%); designation rights for Board seats via Stockholder Agreement | Chair of the Board (since Mar 2025); executive officer historically | Controlled company; Compensation Committee includes affiliated directors; related‑party agreements ongoing. |
Expertise & Qualifications
- Technology and digital media leadership: Co‑founder of NAVER; deep technology background and international business experience.
- Board skills matrix: Identified skills include Leadership, Strategy, International Business, Technology.
- Education: B.S. Computer Science (Seoul National University); M.S. Computer Science (KAIST).
Equity Ownership
| Holder | Common Stock (Direct) | Awards Vested/Vesting ≤60 Days | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Haejin Lee | — | 2,832,270 (options) | 2,832,270 | 2.13% |
| Notes | Options shown are exercisable within 60 days of April 11, 2025; ownership % based on 130,173,102 shares outstanding. | |||
- Hedging/pledging: Company prohibits hedging transactions and pledging/margin of Company stock for directors and employees.
Related‑Party Transactions (Conflict Risk)
- Intercompany services and IP: WBTN and NAVER/LY entities engage in services including IT, platform development/management, payments, brand/IP licensing, and administrative support; in 2024, WBTN recognized ~$72.2 million of revenue from these arrangements, ~$96.5 million of costs, and ~$24.8 million of expenses.
- Real estate: WBTN leased office space from NAVER (operating lease expense $5.5 million in 2024; related lease obligations $10.9 million at year‑end); WBTN subleased space to NAVER subsidiaries for $3,445/month and $17,786/month.
- Capital transactions: Concurrent with IPO closing (June 28, 2024), WBTN sold 2,380,952 shares to NAVER U.Hub Inc. for $50 million in a private placement ($21.00/share).
- Governance rights: Stockholder Agreements grant NAVER proportional nomination rights to maintain Board representation; LY Corporation also has designation rights subject to ownership thresholds.
- Loans: Historical intercompany loans within NAVER group; Studio N loan repaid Apr 2024; separate NAVER WEBTOON intra‑group loan outstanding at Dec 31, 2024 (interest details disclosed).
- Oversight: Audit Committee is responsible for review/approval of related‑party transactions under a formal policy.
Say‑on‑Pay & Shareholder Feedback (2025 Annual Meeting)
| Proposal | Result (Votes) |
|---|---|
| Director election (Nancy Dubuc) | For: 124,774,879; Withheld: 198,928; Broker non‑votes: 796,694. |
| Say‑on‑Pay (advisory) | For: 122,872,114; Against: 2,100,423; Abstain: 1,270; Broker non‑votes: 796,694. |
| Say‑on‑Frequency | “One Year” received 124,963,904 votes (prevailed). |
Governance Assessment
-
Strengths
- Significant technology and international operating expertise; aligns with WBTN’s global digital content strategy.
- High engagement: Board reports all directors met at least 75% attendance in 2024.
- Formal related‑party oversight policy under Audit Committee; insider trading policy prohibits hedging/pledging.
- Use of independent compensation consultant with no conflicts identified.
- June 2025 addition of an independent audit‑qualified director (S. Jeong) enhances financial oversight.
-
Red Flags / Conflict Considerations
- Controlled company: NAVER’s ~61.73% control; reliance on Nasdaq exemptions, including a non‑independent Compensation Committee chaired by an affiliate (H. Lee).
- Extensive related‑party dealings with NAVER (services, leases, capital transactions) create ongoing conflict‑of‑interest exposure requiring rigorous oversight and transparent pricing.
- No lead independent director; concentrated leadership with CEO as Board Chair.
- Compensation Committee composition includes NAVER executives (H. Lee, N. Kim), which may raise investor concerns on pay independence despite presence of one independent member.
Note: Director‑specific stock ownership guidelines and individual director attendance percentages were not disclosed; only aggregate attendance thresholds and general policies are provided.
Director Compensation (Reference)
| Director (2024) | Fees Earned (Cash) | Stock Awards (Grant‑date FV) | Total |
|---|---|---|---|
| Haejin Lee | — | — | — |
| Policy (non‑employee directors) | $75,000 retainer; committee cash fees as disclosed | One‑time initial RSU ~$450,000; 12 quarterly tranches over 3 years | As per policy |
Committee Assignments (Current per Proxy)
| Director | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Haejin Lee | Chair | ||
Attendance & Independence (Board‑level)
- Independent directors identified: Isabelle Winkles; Nancy Dubuc.
- 2024 meetings: Board (4), Audit (2), Compensation (1), Nominating & Corporate Governance (1); ≥75% attendance for all directors.
- Executive sessions of independent directors held once in 2024.