Saeju Jeong
About Saeju Jeong
Independent Class III director appointed June 16, 2025; member of the Audit Committee and designated an “audit committee financial expert.” Co‑founder and Executive Chairman of Noom; nearly two decades of consumer technology leadership and board service in health and nonprofit sectors. Tenure on WBTN Board runs to the 2027 annual meeting; Board size expanded from seven to eight with his appointment . The Board determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Noom (digital health) | Co‑Founder, CEO; later Executive Chairman | CEO for ~17 years; transitioned to Executive Chairman in July 2023; Executive Chairman currently | Scaled to unicorn, raised >$650M; global consumer brand building |
| WEBTOON Entertainment Inc. | Independent Director, Class III | Appointed June 16, 2025; term through 2027 annual meeting | Audit Committee member; audit committee financial expert |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Foundation for the National Institutes of Health | Board Member | Current | Non‑profit governance, healthcare ecosystem ties |
| Aspen Institute | Henry Crown Fellow | Current | Leadership network and public‑interest orientation |
| United Korean Founders | Co‑Chair | Current | Entrepreneurial network co‑leadership |
Board Governance
- Committee assignments: Audit Committee member; not designated chair .
- Independence: Board deemed Jeong independent and an audit committee financial expert under Item 407(d)(5) .
- Audit Committee structure and compliance: As of the 2025 proxy, the Audit Committee comprised Isabelle Winkles (Chair), Nancy Dubuc (ind.), and Namsun Kim (non‑ind.); the company was in Nasdaq Rule 10A‑3 phase‑in and expected full independence within one year of listing (June 2024). Jeong’s mid‑2025 appointment as an independent Audit member is aligned with that requirement .
- Attendance context: In 2024, the Board met 4 times; Audit 2; Compensation 1; Nominating 1. All directors met the 75% attendance threshold; independent directors held one executive session in 2024. Jeong joined in 2025; individual attendance for him not yet disclosed .
- Controlled company: NAVER holds ~61.73% voting power; WBTN avails Nasdaq “controlled company” exemptions for majority‑independent Board and fully independent Compensation/Nominating committees (Audit remains subject to full independence). Absence of a Lead Independent Director noted .
- Stockholder agreements: NAVER and LY Corporation have director designation rights proportional to ownership, shaping Board composition .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual Board cash retainer | $75,000 per year | |
| Committee member cash fees | Audit: $12,000 per year; Compensation: $10,000; Nominating: $7,500 | |
| Committee chair cash fees | Audit Chair: $25,000; Compensation Chair: $17,000; Nominating Chair: $12,500 |
Jeong will participate in the standard director compensation program (cash retainers and initial equity grant) per the company’s 8‑K appointment disclosure and Director Compensation Policy .
Performance Compensation
| Equity Award Type | Grant Value | Vesting | Notes |
|---|---|---|---|
| Initial RSU grant (non‑employee director) | Approximately $450,000 (rounded to nearest whole share) | 12 equal quarterly installments over 3 years, contingent on continued service | Granted under 2024 Omnibus Incentive Plan; standard for new directors |
- No performance metrics are tied to director compensation; RSUs are time‑based and service‑contingent .
Other Directorships & Interlocks
| Organization | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Noom | Private | Executive Chairman | None disclosed with WBTN customers/suppliers; no Item 404(a) related‑party interest at appointment |
| Foundation for NIH | Non‑profit | Board Member | None disclosed |
| Aspen Institute | Non‑profit | Henry Crown Fellow | Not a board; network role |
| United Korean Founders | Private network | Co‑Chair | None disclosed |
There are no arrangements or understandings under which Jeong was elected, and no direct or indirect material interests in transactions requiring disclosure under Item 404(a) at appointment .
Expertise & Qualifications
- Audit committee financial expert designation; financial sophistication per SEC/Nasdaq standards .
- Entrepreneurial and consumer technology operating experience (scaling Noom, behavior‑change product strategy) supportive of growth, product, and data‑driven decisioning at WBTN .
- Non‑profit healthcare board exposure (FNIH) and leadership networks (Aspen, UKF) augment governance perspective .
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Initial beneficial ownership | Form 3 filed July 2, 2025 indicates no securities beneficially owned at appointment | |
| Ownership form at filing | Form filed by one reporting person; Director status checked | |
| Power of Attorney | Executed; filings to be made by attorney‑in‑fact | |
| Hedging/pledging policy | Company prohibits hedging and pledging by directors and related persons; margin accounts disallowed |
Insider trades:
| Date | Filing | Summary | Source |
|---|---|---|---|
| 07/02/2025 | Form 3 (Initial Statement of Beneficial Ownership) | No securities beneficially owned at time of appointment |
Governance Assessment
- Positive signals:
- Independent Audit Committee member with audit committee financial expert status; strengthens committee independence amid controlled‑company dynamics .
- No related‑party transactions or election arrangements; clean Item 404(a) disclosure at appointment .
- Director comp combines modest cash with multi‑year RSU vesting, aligning tenure and shareholder interests; hedging/pledging prohibited, supporting alignment .
- Considerations/RED FLAGS:
- Controlled company exemptions reduce majority‑independent Board and fully independent Compensation/Nominating committees; no Lead Independent Director disclosed, which can constrain independent oversight if not mitigated by effective committee practices .
- Audit Committee was not fully independent as of the 2025 proxy (phase‑in); timely execution to full independence remains a governance focal point. Jeong’s mid‑2025 appointment is intended to meet the requirement within the one‑year window post‑listing .
Overall, Jeong’s independent status, audit expertise, and external governance experience are additive to WBTN’s Board effectiveness, while the company’s controlled‑company structure and historical Audit Committee phase‑in warrant continued monitoring for independence and robust executive session practice .