Dongho Lee
EXICUREAbout Dongho Lee
Dongho Lee, 63, has served as an independent director of Exicure (XCUR) since August 21, 2023. He began his career as a FINRA-licensed financial advisor (New York from 1989; Korea from 1995), later holding executive roles including Chief Strategy Officer & SVP of Finance at Englewood Lab Inc. (2007–2011) and COO at Tchopstix, Inc. (2012–2018). He holds a Bachelor’s in Business Administration (Finance) from Korea University. He is classified as independent under Nasdaq standards, is a Class I director with a term running to the 2027 annual meeting, serves on the Audit Committee, and is the sole member of both the Compensation Committee and the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Englewood Lab Inc. (cosmetics R&D/manufacturing, Englewood, NJ) | Chief Strategy Officer & SVP Finance | 2007–2011 | Corporate strategy and finance leadership |
| Tchopstix, Inc. (restaurant group, Indianapolis, IN) | Chief Operating Officer | 2012–2018 | Operations leadership |
| Asset management firms (New York) | FINRA-licensed financial advisor | 1989–1995 | Financial advisory and client management |
| Asset management (Korea) | Financial advisor | From 1995 | Financial advisory and client management |
| Various companies (US/Korea) | CEO/CFO/Board advisor | Since 2000 | Executive management across industries |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in Exicure’s 2025 proxy for Mr. Lee |
Board Governance
- Independence: The Board determined Mr. Lee is independent under applicable Nasdaq standards .
- Board structure: No chairperson or lead independent director; company cites transitional state and limited operations; will reconsider leadership structure as strategy/funding evolves .
- Controlled company: Following HiTron’s investment (Dec 2024), Exicure is a “controlled company” under Nasdaq rules and is exempt from majority-independent board and independent comp/nom committees; nonetheless, these committees exist .
- Attendance: Board met 2 times in 2024; each current director attended ≥75% of aggregate Board and committee meetings during their service period .
Committee assignments and activity (2024):
| Committee | Mr. Lee’s Status | Chair | 2024 Meetings |
|---|---|---|---|
| Audit Committee | Member | Sangjin Yeo | 5 |
| Compensation Committee | Sole member | — (committee comprised solely of Lee) | 1 |
| Nominating & Corporate Governance | Sole member | — (committee comprised solely of Lee) | 1 |
Note: The Board used written consents to approve key transactions during 2024 . The Audit Committee oversees financial and cybersecurity risk; Mr. Yeo is designated the audit committee financial expert .
Fixed Compensation
- Policy: Annual director cash retainer of $20,000 (paid quarterly) continued in 2024; no equity grants to current directors in 2024 .
2024 director compensation (Mr. Lee):
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 20,000 | Reflects $20,000 annual retainer |
| Option Awards | 0 | No options were issued to any directors in 2024 |
| Total | 20,000 | Cash-only compensation in 2024 |
Performance Compensation
- Equity awards: None granted to current directors in 2024; director compensation for Mr. Lee included no equity awards (options, RSUs, PSUs) .
- Compensation consultant: The Compensation Committee did not engage a compensation consultant in 2024 .
| Equity Award Type | Grant Date | Shares | Fair Value ($) | Vesting |
|---|---|---|---|---|
| None in 2024 | — | — | — | — |
Other Directorships & Interlocks
- Designations and influence: CEO Andy Yoo and CFO/Director Seung Ik Baik were designated by Exicure HiTron Inc. pursuant to investment rights; Exicure is a controlled company following HiTron’s December 2024 transaction .
- Related-party transactions: Proxy discloses share purchases by HiTron and other holders; consulting arrangements involving former CEO/Director Paul Kang; no related-party transactions are disclosed involving Mr. Lee .
Expertise & Qualifications
- Finance and operations background across Korea and the US; experience as CEO/CFO/advisor across industries .
- Education: Bachelor’s in Business Administration (Finance), Korea University .
- Audit oversight exposure via Audit Committee membership; audit committee financial expert designation resides with Mr. Yeo, not Mr. Lee .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Outstanding | As of |
|---|---|---|---|
| Dongho Lee | — (reported as “—”) | <1% (indicated by “*”) | September 9, 2025 |
- Hedging/pledging: Company policy prohibits hedging and borrowing against company stock by directors, officers, employees, and designated consultants .
- Section 16 reporting: Proxy’s delinquent Section 16(a) disclosure lists late filings for certain parties; Mr. Lee is not listed among those with late filings .
Governance Assessment
-
Positives
- Independent director with finance and operating experience; serves on the Audit Committee, providing additional oversight capacity .
- Attendance met threshold (≥75%) for current directors; Audit Committee met 5 times in 2024, indicating active financial oversight .
- Anti-hedging and anti-pledging policy in place, supporting alignment and risk control .
-
Risks and RED FLAGS
- Controlled company status reduces independence requirements; compensation and nominating/governance committees are each comprised solely of Mr. Lee, concentrating oversight responsibilities in one individual and potentially limiting challenge/independence dynamics on CEO pay and board refreshment. This is a significant governance risk, even though the Board states it intends to add independent members later .
- No chairperson or lead independent director during a transitional period with limited operations; potential gap in independent board leadership and coordination of executive sessions .
- Board met only two times in 2024, relying on written consents for key transactions—efficient but may constrain deliberation transparency and investor confidence in process .
- Alignment watch: Mr. Lee reported less than 1% beneficial ownership and no 2024 equity compensation—while avoiding short-termism, it may limit economic alignment versus equity-holding peers .