Namsun Kim
About Namsun Kim
Namsun Kim (age 46) is a Class II director of WEBTOON Entertainment Inc. (WBTN), serving since May 2024, with his current term expiring at the 2026 annual meeting . He is President of Investments at NAVER (since April 2025) and Executive Chairman of Poshmark Inc. (a NAVER subsidiary) (since April 2025), and previously served as NAVER’s CFO (Mar 2022–Mar 2025); earlier roles include private equity leadership at Macquarie, investment banking at Morgan Stanley and Lazard, and associate attorney at Cravath. He holds a B.S. in Materials Science & Engineering (Seoul National University) and a J.D. (Harvard Law School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NAVER Corporation | CFO; later President of Investments | CFO: Mar 2022–Mar 2025; President of Investments: Apr 2025–present | Oversees global strategic investments, M&A, venture program |
| Poshmark Inc. (NAVER subsidiary) | Executive Chairman | Apr 2025–present | Oversees business operations and strategic decisions |
| NAVER (Corp Dev & M&A) | VP, Corporate Development & M&A | Joined 2020 | Led corporate/business development and M&A |
| Macquarie Group | Led Private Equity Investments in Korea | Apr 2017–Jul 2020 | Served on boards of ADT Korea (SK Shieldus) and LG CNS |
| Morgan Stanley; Lazard | Investment Banking roles (NY/HK/Seoul) | 2012–2017 | M&A and capital markets experience |
| Cravath, Swaine & Moore LLP | Corporate Attorney | Earlier career | Legal training relevant to governance/transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NAVER Corporation | President of Investments | Apr 2025–present | Majority owner of WBTN (controlled company) |
| Poshmark Inc. (NAVER subsidiary) | Executive Chairman | Apr 2025–present | Subsidiary role (interlock with controlling stockholder) |
| ADT Korea (SK Shieldus); LG CNS | Board roles (past) | During 2017–2020 | Board service while at Macquarie PE |
Board Governance
- Independence and status: WBTN is a “controlled company” under Nasdaq; NAVER owns ~61.73% of voting power. Only two directors (Isabelle Winkles and Nancy Dubuc) are independent; the Board explicitly determined that Namsun Kim is not independent. There is currently no Lead Independent Director .
- Attendance: In 2024, the Board held 4 meetings; Audit 2; Compensation 1; Nominating & Corporate Governance 1. All directors attended at least 75% of Board/committee meetings during their tenure. Independent directors held one executive session in 2024 .
- Committee assignments and roles:
| Committee | Membership | Chair | Notes |
|---|---|---|---|
| Audit Committee | Isabelle Winkles; Nancy Dubuc; Namsun Kim | Winkles | Board determined Kim is not independent for Audit; company relying on Nasdaq phase-in; two independent members currently |
| Compensation Committee | Haejin Lee; Nancy Dubuc; Namsun Kim | Haejin Lee | Using controlled company exemption; Dubuc is independent under applicable rules |
| Nominating & Corporate Governance | Junkoo Kim; Namsun Kim; Jun Masuda | Junkoo Kim | Composition permitted under controlled company framework |
- Stockholder agreements give NAVER and LY Corporation director designation rights proportionate to ownership, enabling NAVER to maintain majority/proportionate Board representation depending on stake .
Fixed Compensation (Director)
| Component | Amount/Structure | Vesting/Terms |
|---|---|---|
| Annual cash retainer (Board service) | $75,000 per year | Cash, paid for service year |
| Committee chair fees | Audit Chair: $25,000; Compensation Chair: $17,000; NCG Chair: $12,500 | Cash |
| Committee member fees | Audit: $12,000; Compensation: $10,000; NCG: $7,500 | Cash |
| Initial equity grant (non-employee directors) | RSUs with grant-date fair value ≈$450,000 | Vests in 12 equal quarterly installments over 3 years, service-based |
Notes specific to Kim: The 2024 Director Compensation Table disclosed compensation only for Winkles and Dubuc; no 2024 cash fees or RSU grants were reported for N. Kim, though as of Dec 31, 2024 he held 21,000 stock options outstanding as a director .
Performance Compensation
- No performance-conditioned (metric-based) compensation applicable to non-employee directors was disclosed. Initial director RSUs vest time-based; options disclosed as outstanding for N. Kim (21,000) lack performance conditions in the proxy .
Other Directorships & Interlocks
- Controlling-stockholder interlocks: Two NAVER representatives (Haejin Lee and Namsun Kim) serve on WBTN’s Board; Jun Masuda represents LY Corporation (significant stockholder) .
- Related-party ecosystem: NAVER/LY provide services, leases, and had a $50m private placement in the IPO; these structural ties require robust Audit Committee oversight (see “Related Party Transactions” below) .
Expertise & Qualifications
- Financial and dealmaking expertise: Former NAVER CFO; led global strategic investments and M&A; prior IB at Morgan Stanley/Lazard; private equity leadership at Macquarie .
- Legal training: J.D. from Harvard Law School; early-career corporate attorney at Cravath .
- Industry exposure: Senior roles across media/technology platforms (NAVER, Poshmark), global operations and strategy .
Equity Ownership
| Item | Detail |
|---|---|
| Common shares beneficially owned | 7,195 shares (<1%) as of Apr 11, 2025 |
| Derivative holdings | 21,000 stock options outstanding as of Dec 31, 2024 (director) |
| Shares pledged as collateral | Prohibited by company Insider Trading Policy (hedging/pledging bans) |
| Ownership guidelines (directors) | Not disclosed in proxy (no director ownership guideline stated) |
Insider Trades (Form 4)
| Date | Type | Shares | Price | Post-Trade Holdings | Source |
|---|---|---|---|---|---|
| 2024-08-21 | Open market purchase (Code “P”) | 7,195 | $13.88–$13.90 weighted avg $13.90 | 7,195 | SEC filing and issuer IR: https://www.sec.gov/Archives/edgar/data/1997859/000156218024006439/xslF345X05/primarydocument.xml; https://ir.webtoon.com/node/6891/html |
Explanation: Weighted-average price; multiple transactions within the stated range; attorney-in-fact signature disclosed .
Related Party Transactions (Conflict Risk)
- Intercompany services and IP: NAVER/LY entities provided IT, platform, payment, brand, advertising, admin and other services; WBTN also provided certain services/licenses to NAVER/LY. In 2024, WBTN earned ≈$72.2m from these agreements, recognized ≈$96.5m of costs and ≈$24.8m of expenses for services received .
- Leases: WBTN leased office space from NAVER; 2024 operating lease expense ≈$5.5m; related lease obligation ≈$10.9m at Dec 31, 2024. WBTN also subleased portions of LA premises to NAVER subsidiaries at $3,445 and $17,786 per month .
- Capital transactions: On June 28, 2024, concurrent with IPO close, WBTN issued 2,380,952 shares to NAVER U.Hub Inc. at $21.00 per share (≈$50m proceeds) .
- Governance overlay: Stockholder Agreements grant NAVER extensive director designation rights (including majority representation while ≥50% ownership), reinforcing control and necessitating heightened related-party oversight by the Audit Committee .
Governance Assessment
Strengths
- Deep finance/M&A and legal expertise supports capital allocation and transaction oversight .
- Personal open-market share purchase aligns interests with minority investors; hedging/pledging prohibited by policy .
- Board/committee meeting attendance met 75%+ threshold in 2024; independent director executive session held (albeit only once) .
Risks and RED FLAGS
- Not independent; serves on Audit Committee under Nasdaq phase-in while WBTN is a controlled company—heightened sensitivity to independence and oversight of related-party dealings .
- Extensive related-party transactions with NAVER (services, leases, financing, equity issuance) create ongoing conflict-of-interest exposure; requires rigorous Audit Committee scrutiny and transparent pricing/governance guardrails .
- No Lead Independent Director and only two independent directors on a seven-person Board; Compensation and Nominating committees rely on controlled-company exemptions (reduced independence) .
- Concentrated control via stockholder agreements and 61.73% ownership by NAVER may limit minority shareholder influence on director elections and governance outcomes .
Implications for investors: Kim’s transaction and finance acumen are positives for strategic execution, but his NAVER executive role and the controlled-company structure, coupled with significant related-party flows, increase governance risk and potential conflict perceptions. Monitoring Audit Committee independence transition, related-party pricing/terms, and any expansion of independent oversight (e.g., Lead Independent Director, more frequent executive sessions) is prudent .