Isabelle Winkles
About Isabelle Winkles
Isabelle Winkles, age 47, is an independent Class II director at WEBTOON Entertainment Inc. (WBTN), serving since April 2024; she is Chief Financial Officer of Braze, Inc. (public) since January 2020, previously VP Finance and Chief of Staff to the CFO at Cognizant (2018–2020) and held multiple roles at Morgan Stanley from 2000–2018, including Managing Director (2016–2018); she holds an MBA from Harvard University and a B.S. from MIT . The Board has affirmatively determined she is independent under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Braze, Inc. | Chief Financial Officer | Jan 2020–present | Public company CFO; finance leadership |
| Cognizant Technology Solutions | VP Finance; Chief of Staff to CFO | Apr 2018–Jan 2020 | Finance transformation support |
| Morgan Stanley & Co. | Various roles; Managing Director | Jul 2000–Apr 2018; MD Jan 2016–Apr 2018 | FP&A head; Treasurer to large legal entities |
External Roles
| Organization | Role | Public Company Directorship? | Notes |
|---|---|---|---|
| Braze, Inc. | Chief Financial Officer | No directorship disclosed | Public platform technology company |
Board Governance
- Board class/term: Class II; director since 2024; current term expires at the 2026 annual meeting .
- Independence: Determined independent under SEC/Nasdaq standards (alongside Nancy Dubuc) .
- Committee assignments: Audit Committee Chair; Audit Committee members include Winkles, Dubuc, and Namsun Kim; Board determined Winkles and Dubuc are independent; Kim is non‑independent under audit rules during phase‑in .
- Audit expertise: Board determined all Audit Committee members (including Winkles) are “audit committee financial experts” and financially sophisticated .
- Attendance: In 2024, Board met 4 times; Audit Committee met 2 times; all directors attended at least 75% of applicable meetings; independent directors held 1 executive session in 2024 .
- Lead independent director: Company currently does not have a lead independent director .
- Controlled company status: NAVER owns ~61.73% of shares/votes; WBTN utilizes Nasdaq controlled company exemptions (e.g., majority independent board not required; comp/nom committees not fully independent), but Audit Committee remains subject to independence rules with phase-in timing since IPO (June 2024) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 per year | Non‑employee director |
| Audit Committee Chair fee | $25,000 per year | Chairperson |
| Audit Committee member fee | $12,000 per year | Committee member |
| 2024 cash actually paid (prorated) | $67,569 | For service beginning April 2024 |
Performance Compensation
| Equity Award | Grant Value ($) | Vesting | Shares Outstanding/Unvested as of 12/31/24 |
|---|---|---|---|
| Initial RSU (one‑time, on joining Board) | $450,000 | 12 equal quarterly installments over 3 years, subject to continued service | 18,450 RSUs unvested |
- No performance-based metrics disclosed for director equity grants; awards are time‑vested pursuant to the Director Compensation Policy .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Notes |
|---|---|---|---|
| WEBTOON Entertainment Inc. | Independent Director | Audit Committee Chair | Class II; term to 2026 |
| Other public company boards | None disclosed | — | No additional public company directorships disclosed for Winkles |
Expertise & Qualifications
- Finance and accounting leadership, including public-company CFO experience; designated audit committee financial expert .
- Strategic, cross-functional initiative experience and large-scale transformation background .
- Education: MBA (Harvard), BS (MIT) .
- Board skill matrix lists Finance & Accounting, Leadership, Strategy, Human Capital Management among Board capabilities that include Winkles .
Equity Ownership
| Holder | Common Stock | Awards Vesting Within 60 Days | Total Beneficial Ownership | % Ownership |
|---|---|---|---|---|
| Isabelle Winkles | 5,535 | 1,845 | 7,380 | <1% (asterisk in table) |
- Insider Trading Policy prohibits hedging and pledging of company stock by directors and covered persons .
Governance Assessment
- Positive signals: Independent status and Audit Committee Chair role position Winkles at the center of financial reporting, internal control, and related-party transaction oversight; Board designated her an audit committee financial expert, reinforcing technical governance capability . Attendance met expectations (≥75%) with active committee meetings, and director equity awards are time‑based with standard vesting, aligning director incentives with long‑term shareholder value without short‑term performance gaming .
- Watch items: WBTN is a controlled company with extensive related-party transactions with NAVER and LY; Audit Committee currently includes one non‑independent member under phase‑in rules—effective, independent oversight of these transactions is a key governance test for the committee chaired by Winkles; full audit committee independence is expected within one year of listing . Absence of a lead independent director may limit independent leadership leverage in board dynamics .
- Compensation and alignment: Director compensation mix is heavily equity‑oriented (2024: $67,569 cash vs $450,000 equity), supporting alignment; hedging/pledging is prohibited, mitigating misalignment risk .
- Say‑on‑pay/engagement context: 2025 will be the first say‑on‑pay and say‑on‑frequency votes post‑IPO; compensation governance infrastructure includes an independent consultant and a defined peer group, which strengthens overall governance context, though these primarily address executive pay rather than directors .