Sangjin Yeo
EXICUREAbout Sangjin Yeo
Independent Class II Director and Audit Committee Chair at Exicure (XCUR) since September 8, 2025; age 54. He is designated an “audit committee financial expert” and is independent under Nasdaq standards. Background: CEO of TSOB (math tutor academy, Seoul) since 2008; acquired Golden Bridge Asset Management in 2018 to expand into fund-based real estate development; completed undergraduate, master’s, and doctoral coursework in mathematics at Seoul National University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TSOB (Seoul) | Chief Executive Officer | 2008–Present | Operated education enterprise; relevant oversight experience |
| Golden Bridge Asset Management | Owner; expansion into fund-based real estate | 2018–Present | Finance/investment background; complements audit oversight |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| TSOB (math tutor academy) | CEO | Private | Education sector operator |
| Golden Bridge Asset Management | Owner/operator | Private | Real estate-focused asset management |
Board Governance
- Board classification: five directors; Class II includes Yeo and Hwang (terms expiring 2025; nominated to serve until 2028 if reelected) .
- Independence: Yeo determined independent under Nasdaq; Board is a “controlled company” post-December 2024 due to HiTron’s control, exempting XCUR from majority-independent board and independent compensation/nominating requirements .
- Leadership structure: no chairperson or lead independent director given transitional state; management directors have acted as chair at meetings; Board expects to reconsider as strategy and funding evolve .
- Committees: Audit Committee (Yeo—Chair; Hwang; D. Lee), Compensation Committee (currently D. Lee only), Nominating & Corporate Governance (currently D. Lee only) .
- Audit Committee responsibilities include auditor oversight, pre-approvals, ICFR review, legal/compliance, related party transaction approvals, and required SEC report; operates under a written charter; audit committee held five meetings in 2024 .
- Committee transition: prior to Sept 8, 2025, Audit Committee members were Ko (Chair), Eom, and D. Lee; on Sept 8, 2025, Yeo and Hwang were appointed to the Audit Committee and Yeo appointed Chairman .
- Attendance and engagement: Board met two times in 2024, used written consents to approve key transactions; each current director attended at least 75% of meetings of the Board and committees on which they served during the last fiscal year for which they were a director; three board members attended the prior year’s annual meeting .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Annual cash retainer | $20,000 | Ongoing (2025 policy in effect; paid quarterly in arrears) | Per 8-K appointment terms and director compensation policy |
| Committee membership fees | Not disclosed | — | No separate fees disclosed |
| Committee chair fees | Not disclosed | — | No chair premium disclosed |
| Meeting fees | Not disclosed | — | No per-meeting fees disclosed |
The 2024 Director Compensation Table shows only cash fees (no equity grants) for directors serving in 2024; Yeo was appointed in 2025 and is not included in that table .
Performance Compensation
| Instrument | Grant Date | Shares/Units | Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs/Deferred Stock/PSUs | — | — | — | — | No director equity grants disclosed; none for current directors; no options issued to any directors in 2024 |
| Stock Options | — | — | — | — | No director options issued in 2024 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Relationships |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed for Yeo |
Expertise & Qualifications
- Audit committee financial expert designation by the Board; independent for Audit Committee purposes under SEC/Nasdaq rules .
- Quantitative and finance background via Golden Bridge Asset Management; operational leadership at TSOB .
- Advanced academic training in mathematics (undergraduate, master’s, doctoral coursework) .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Outstanding | As-of Date | Notes |
|---|---|---|---|---|
| Sangjin Yeo | — | <1% | Sept 9, 2025 | “—” reflects no specific share count disclosed; less than 1% indicated |
| Shares Outstanding | 6,317,816 | — | Sept 9, 2025 | Base used for % calculations |
- No disclosure of vested vs. unvested shares, options, or pledged shares for Yeo .
- No director stock ownership guidelines disclosed .
Insider Trades
| Date | Form | Details | Notes |
|---|---|---|---|
| — | — | No Section 16 filings by Yeo disclosed in the 2025 proxy or the Sept 9, 2025 8-K | Section 16(a) delinquent filings list does not include Yeo; appointment disclosed with compensation terms only |
Related Party Transactions (Exposure/Controls)
- Company policy requires Audit Committee pre-approval and review of related party transactions exceeding the lesser of $120,000 or 1% of average total assets; criteria include related party’s interest, dollar value, arm’s-length terms, disclosure, and materiality; Audit Committee oversees this process under its charter .
- Yeo’s appointment 8-K states neither he nor Hwang has any direct or indirect material interest in transactions requiring Item 404(a) disclosure; indemnification agreement expected; annual retainer $20,000 .
Governance Assessment
- Positives: Yeo serves as Audit Committee Chair and is designated the audit committee financial expert, strengthening financial oversight; Audit Committee chartered responsibilities are robust; independence affirmed under Nasdaq standards .
- Alignment: Director comp is cash-only ($20k), with no equity grants to current directors, suggesting low equity-based alignment for non-employee directors; Yeo’s beneficial ownership is <1% .
- Engagement/Attendance: Board met two times in 2024 and used consents; statement indicates ≥75% attendance among current directors for their applicable fiscal year .
- Risks/Red Flags: Controlled company status (HiTron 52.8% beneficial) exempts XCUR from independent compensation and nominating requirements; both Compensation and Nominating Committees currently have single-member composition (D. Lee), reducing independent oversight breadth; Board has no chair or lead independent director amid transitional state and prior turnover in 2024–2025 .
- Conflicts: 8-K explicitly notes no Item 404(a) related party transactions involving Yeo; Audit Committee oversight of related-party matters is formalized .