Andy Yoo
EXICUREAbout Andy Yoo
Andy Yoo is Chief Executive Officer (since Dec 20, 2024) and a Class I director (since Nov 2024) at Exicure (Nasdaq: XCUR). He is 46 and holds a Bachelor of Commerce in Accounting from Griffith University (Australia) . His finance background spans chairing and being the largest shareholder of HiTron (Korea) since 2023 and serving as Managing Director at Balancers Co., Ltd since 2015; earlier, he worked at PKF in Australia and founded CYS public accounting practice . Performance context: 2024 company TSR value was $53.27 on a $100 baseline (as of year-end 2024) and net loss was $9.7M; given Yoo’s late-2024 start, these results are not attributable to his tenure .
Company performance snapshot (reported):
| Metric | 2024 |
|---|---|
| Total Shareholder Return (value of $100 baseline) | $53.27 |
| Net (loss) ($000s) | $(9,701) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| PKF (Australia) | Senior accountant | Not disclosed | Oversaw >100 clients; accounting/audit breadth |
| CYS (Australia) | Founder, public accounting practice | Not disclosed | Firm leadership and client advisory experience |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| HiTron (Korea) | Chairman; largest shareholder; executive committee member | Since 2023 | Governance/strategy oversight at listed co.; potential influence as XCUR control party via HiTron |
| Balancers Co., Ltd | Managing Director | Since 2015 | Alternative investments leadership; transaction experience |
Fixed Compensation
| Component | 2023 | 2024 | 2025 actions/effective terms |
|---|---|---|---|
| Base salary | — | $25,000 (partial year) | Initial CEO base $300,000 (Employment Agreement 12/20/2024); increased to $480,000 effective 4/1/2025 (approved 6/6/2025) |
| Target bonus % | — | Not disclosed | Not disclosed |
| Actual bonus | — | $0 | Not disclosed |
| Director fees (cash) | — | $2,167 (included as “All other compensation”) | Policy retainer $20,000/year for directors (cash), paid quarterly |
Notes:
- 2024 values reflect service starting Dec 20, 2024 as CEO and concurrent board service .
Performance Compensation
| Incentive type | Metric(s) | Weighting | Target | Actual | Payout | Vesting/terms |
|---|---|---|---|---|---|---|
| Annual cash bonus | Not disclosed | — | — | — | — | Not disclosed |
| RSUs/PSUs | None granted in 2024 | — | — | — | — | The company did not grant equity awards to NEOs in 2024 |
| Stock options | None outstanding for Yoo | — | — | — | — | Neither Yoo nor Baik had outstanding equity awards at FY-end 2024 |
Compensation committee/consultant context:
- Compensation Committee was active but single-member (Dongho Lee) in 2024; no compensation consultant engaged in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 3,333,333 shares (via HiTron), 52.8% of outstanding |
| Nature of ownership | Yoo is CEO and largest shareholder of HiTron; may be deemed to beneficially own XCUR shares held by HiTron |
| Vested vs unvested shares | No outstanding executive equity awards for Yoo; not applicable |
| Options (exercisable/unexercisable) | None for Yoo |
| Shares pledged/hedged | Company policy prohibits hedging and “borrowing against” company stock by insiders; no pledging/borrowing permitted under policy |
| Stock ownership guidelines | Not disclosed in the proxy |
| Insider selling pressure (supply overhang) | HiTron listed as selling stockholder; plan of distribution permits selling from time to time in various venues/prices |
Equity plan context (company-wide at 12/31/2024): 2,631 options outstanding (WAEP $27.55); 134,094 shares available for future issuance across plans (not attributable to Yoo) .
Employment Terms
| Term | Detail |
|---|---|
| CEO appointment | Dec 20, 2024 |
| Board service | Class I director since Nov 2024; term to 2027 |
| Base salary | $300,000 initially per Employment Agreement (12/20/2024); increased to $480,000 effective 4/1/2025 (approved 6/6/2025) |
| Severance (without cause) | Lump-sum payment of 24 months of base salary if terminated without cause (approved June 6, 2025) |
| Change-of-control | Not disclosed in proxy |
| Non-compete/non-solicit | Not disclosed in proxy |
| Clawback | Not disclosed in proxy; Code of Conduct and insider trading/anti-hedging policy disclosed |
Board Service and Governance
- Roles and independence:
- Yoo is CEO and a Class I director (management insider); not listed on Board committees .
- XCUR is a “controlled company” under Nasdaq rules following HiTron’s investment; exempt from majority-independent board and independent comp/nom-gov committee requirements .
- Committees (current composition):
- Audit: Sangjin Yeo (Chair), Aejin Hwang, Dongho Lee; all independent for audit purposes; Yeo is audit committee financial expert .
- Compensation: Dongho Lee (single member; board expects to add independent members later) .
- Nominating & Corporate Governance: Dongho Lee (single member; board expects to add independent members later) .
- Board leadership/attendance:
- No chairperson or lead independent director; management board members generally acted as meeting chair; board to reconsider structure as strategy/funding develops .
- Board met twice in 2024; each current member attended ≥75% of meetings/committees .
Director compensation (policy):
| Component | Amount |
|---|---|
| Annual cash retainer (directors) | $20,000 (paid quarterly) |
| Equity grants to current directors | None in 2024 |
Say-on-Pay (2025 Annual Meeting):
| Proposal | For | Against | Abstain | Outcome |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 3,478,408 | 3,931 | 539 | Approved |
Risk Indicators and Red Flags
- Controlled company/dual roles: CEO is also a director; company relies on controlled-company exemptions; no board chair/lead independent director—potential governance and independence concerns .
- Concentrated ownership: HiTron holds ~52.8% of shares; Yoo may be deemed to beneficially own through HiTron, implying significant influence over major decisions .
- Potential selling overhang: Selling stockholder provisions enable HiTron and others to sell shares from time to time, indicating potential supply pressure .
- Management turnover and continuity: Company disclosed potential turnover of senior management and continuity risk amid resource constraints and strategic transition .
- Hedging/pledging: Policy prohibits hedging and borrowing against company stock, reducing misalignment risk from derivative monetization or pledging .
Compensation Structure Analysis
- Cash-heavy, low at-risk pay: No equity awards to NEOs in 2024; Yoo’s comp is almost entirely fixed cash (base + director fees), with base reset to $480k effective April 1, 2025—indicates limited pay-for-performance linkage in current structure .
- Severance leverage: 24 months’ base salary (lump sum) if terminated without cause is above typical micro-cap norms (often 12 months), raising potential entrenchment risk; no CoC terms disclosed .
- Governance of pay: Compensation Committee operated with a single director and no consultant engagement in 2024—process risk until committee independence is broadened .
Investment Implications
- Alignment: Yoo’s effective control via HiTron (52.8%) strongly aligns him with equity value but also concentrates power; anti-hedging/borrowing policy helps alignment, and absence of pledging reduces downside governance risk .
- Incentive design: Lack of equity incentives and undefined performance bonus metrics limit direct pay-for-performance linkage; severance at 2x base (no disclosed CoC triggers) adds fixed-cost risk if transitions occur .
- Governance: Controlled-company status, no chair/lead independent, and single-member comp/nom-gov committees create independence concerns; investors should monitor committee composition, say-on-pay trends, and any future equity grant frameworks .
- Trading signals: The presence of a selling stockholder shelf/plan of distribution (HiTron listed) suggests potential supply overhang; track 13D/13G/Form 4 updates for distribution patterns and any changes in control dynamics .
Appendix: Detailed Data Tables
Executive compensation (Summary Compensation Table excerpt)
| Name | Year | Salary ($) | Bonus ($) | Stock awards ($) | Option awards ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Andy Yoo (CEO) | 2024 | 25,000 | — | — | — | 2,167 | 27,167 |
| Note | Represents director cash fees in “All other compensation” |
Employment agreement and severance terms
| Item | Detail |
|---|---|
| Employment Agreement date | Dec 20, 2024 |
| Base salary (initial) | $300,000 |
| Base salary (effective 4/1/2025) | $480,000 (approved 6/6/2025) |
| Severance (without cause) | 24 months’ base salary, lump sum |
Beneficial ownership (as of Sept 9, 2025)
| Holder | Shares | % of outstanding |
|---|---|---|
| Exicure HiTron, Inc. | 3,333,333 | 52.8% |
| Andy Yoo (deemed via HiTron) | 3,333,333 | 52.8% |
Board and committee summary
| Item | Detail |
|---|---|
| Board chair / LID | None; management directors chair meetings; in transition |
| Audit Committee | Yeo (Chair), Hwang, D. Lee; all audit-independent; Yeo as financial expert |
| Compensation Committee | D. Lee (solo member in 2024); no consultant engaged |
| Nominating & Governance | D. Lee (solo member in 2024) |
| Meeting cadence/attendance | Board met 2x in 2024; each current member ≥75% attendance |
Policies
| Policy | Key points |
|---|---|
| Insider trading / anti-hedging / borrowing | Prohibits hedging/monetization and borrowing against company stock for directors, officers, employees, and designated consultants |
Shareholder votes (Nov 6, 2025 Annual Meeting)
| Proposal | For | Against | Abstain | Result |
|---|---|---|---|---|
| Say-on-Pay | 3,478,408 | 3,931 | 539 | Approved |