Nancy Dubuc
About Nancy Dubuc
Nancy Dubuc (age 56) has served as an independent Class I director of WEBTOON Entertainment Inc. (WBTN) since May 2024; her current term expires at the 2025 annual meeting and she is nominated to serve until the 2028 annual meeting. She holds a B.S. in Communication from Boston University (1991) and brings 25+ years of leadership in media, digital and publishing, including CEO roles and transformation expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vice Media, LLC | Chief Executive Officer | May 2018 – Feb 2023 | Led enterprise transformation in media/digital publishing |
| A&E Television Networks, LLC | President & CEO; prior roles since 1993 | 2013 – 2018 (CEO); 1993 – 2018 (various) | Senior leadership across content/media operations |
| Lifetime Entertainment Services; Big Rock Productions; WGBH Educational Foundation Inc. | Various positions | Early career | Built industry expertise in content/media |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Warner Music Group Corporation | Director; Chair, Audit Committee; member, Executive Committee | Since Jul 2021 | Audit Chair; Executive Committee |
| Flutter Entertainment Plc | Director | Since Apr 2021 | Compensation & Human Resources; Risk & Sustainability; Audit; NCG & Remuneration |
Board Governance
- Independence: The Board determined Nancy Dubuc is “independent” under SEC and Nasdaq rules .
- Committee assignments at WBTN: Audit Committee member; Compensation Committee member (Audit Committee chaired by Isabelle Winkles; Compensation Committee chaired by Haejin Lee) .
- Attendance: In 2024, the Board held 4 meetings; Audit 2; Compensation 1; Nominating & Corporate Governance 1. All directors attended at least 75% of applicable meetings; independent directors held 1 executive session in 2024 .
- Board structure: 7 directors; controlled company under Nasdaq due to NAVER’s 61.73% ownership; WBTN relies on controlled company exemptions for board/committee independence (not applicable to Audit Committee) .
- Lead independent director: None at present .
| WBTN Committees (2024) | Chair | Nancy Dubuc Role |
|---|---|---|
| Audit Committee | Isabelle Winkles | Member; Board deems her an audit committee financial expert |
| Compensation Committee | Haejin Lee | Member |
| Nominating & Corporate Governance Committee | Junkoo Kim | Not a member |
Fixed Compensation
| Component | Policy Detail | FY 2024 Actual (Dubuc) |
|---|---|---|
| Annual cash retainer (Board) | $75,000 per year | $60,103 (prorated for 2024 service start in May) |
| Committee member fees | Audit $12,000; Compensation $10,000; Nominating $7,500 per year | Included in cash total above (prorated) |
| Committee chair fees | Audit Chair $25,000; Compensation Chair $17,000; Nominating Chair $12,500 | Not applicable (not a chair at WBTN) |
| Initial equity grant | One-time RSU grant ~$450,000 fair value; vests in 12 equal quarterly installments over three years | $450,000 grant-date fair value; outstanding unvested 16,675 restricted shares as of 12/31/2024 |
Performance Compensation
- Directors do not receive performance-based awards; the initial equity grant is time-based RSUs vesting quarterly over 3 years .
| Performance Metrics Tied to Director Pay | Status |
|---|---|
| Company/individual performance metrics for directors | None disclosed (directors receive time-based RSUs) |
Other Directorships & Interlocks
| Entity | Potential Interlock/Conflict with WBTN | Notes |
|---|---|---|
| Warner Music Group; Flutter Entertainment | None disclosed with WBTN’s customers/suppliers | Roles and committees noted; no WBTN-related transactions disclosed involving Dubuc |
Expertise & Qualifications
- Content and media industry; leadership; strategy; sales and marketing; international business experience per Board skills matrix and biography .
- Audit oversight and financial sophistication (Audit Chair externally; deemed audit committee financial expert at WBTN) .
Equity Ownership
| Holder | Common Stock | Awards Vesting Within 60 Days | Total Beneficial | % of Outstanding |
|---|---|---|---|---|
| Nancy Dubuc | 5,002 | 1,668 (RSUs) | 6,670 | <1% (based on 130,173,102 shares outstanding; record date Apr 11, 2025) |
- As of 12/31/2024, Dubuc held 16,675 unvested restricted shares from her initial director grant .
- Hedging and pledging: Company policy prohibits hedging and holding WBTN securities in margin accounts or pledging as loan collateral (applies to directors and employees) .
Governance Assessment
- Strengths:
- Independent director with extensive media and transformation leadership; audit oversight experience; designated audit committee financial expert—a positive for financial reporting and risk oversight .
- Clear prohibition on hedging/pledging improves alignment; director equity grants provide ownership exposure over time .
- Risks/Red Flags:
- Controlled company status (NAVER 61.73% voting power) and reliance on Nasdaq exemptions mean the board and compensation committee are not majority-independent; may reduce minority shareholder influence over governance and pay .
- Audit Committee currently includes one non-independent member during phase-in; though compliant, it is suboptimal until fully independent within required timeline .
- No lead independent director; independent directors held only one executive session in 2024—signals limited independent oversight cadence in the first year post-IPO .
- Director Pay Structure:
- Heavy initial equity grant ($450,000) with time-based vesting and modest cash retainer; absence of director performance metrics is typical but means pay is not explicitly tied to WBTN outcomes beyond share price .
Notes on Related-Party Transactions
- WBTN discloses extensive related-party arrangements with NAVER/LY subsidiaries (services, leases, intercompany transactions), overseen by Audit Committee. No transactions are disclosed as involving Dubuc personally; Board reaffirmed her independence considering all relevant relationships .
Appendix: Meeting & Election Snapshot
- Nancy Dubuc is the sole Class I nominee up for election at the June 4, 2025 annual meeting; the Board recommends voting FOR her election to a term expiring at the 2028 annual meeting .