Seung Ik Baik
EXICUREAbout Seung Ik Baik
Seung Ik Baik, age 39, has served as Chief Financial Officer and Secretary of Exicure since December 20, 2024 and as a Class III director since November 2024 . He holds a Master of Commerce in Applied Finance and a Bachelor of Commerce in Accounting from Griffith University, Australia . Recent pay-versus-performance disclosure shows no equity grants for 2024 and compensation actually paid aligned to fixed salary; Company TSR (value of $100 investment) improved to $53.27 in 2024 from 9.57 in 2023, while net loss narrowed to $9.7 million in 2024 from $16.9 million in 2023 . Revenues and EBITDA trends over FY2022–FY2024 are shown below; note Exicure is a controlled company and in transition, which influences governance and compensation structures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Technology (Korea, listed) | Executive Director | Since 2023 | Manages partnerships with accounting firms, law firms, financial institutions, and regulators; oversees compliance and regulatory initiatives; advises board/MD on financial performance and organizational development . |
| Balancers Private Equity Fund (PEF) | General Manager | Since 2013 | Alternative investment leadership; fund operations and strategic growth support . |
| CYS Chartered Accountants & Business Advisors (Australia) | Senior Accountant | — | Prepared financial statements; tax compliance; strategic tax planning and business structuring . |
External Roles
| Organization | Capacity | Start | Notes |
|---|---|---|---|
| The Technology (Korea, listed) | Executive Director | 2023 | Board-level advisory and compliance oversight . |
| Balancers Co., Ltd / Balancers PEF | General Manager | 2013 | Private equity role supporting investments and growth . |
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 3,611 | — | — | — | 2,167 | 5,778 |
| Employment Agreement Date | Base Salary at Appointment | Adjusted Base Salary | Effective Date of Adjustment | Severance Terms |
|---|---|---|---|---|
| Dec 20, 2024 | $130,000 | $300,000 | Apr 1, 2025 | Lump sum equal to 12 months of base salary if terminated without cause |
Notes:
- All other compensation for named executive officers includes cash fees for service as a director .
- No equity awards were granted in 2024 to named executive officers; Baik had no outstanding equity awards at year-end .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| None disclosed for 2024 (no equity grants; no bonus metrics reported) | — | — | — | — | — |
Additional context:
- Compensation Actually Paid reflects fixed salary; equity awards were not granted in 2024, and therefore CAP bears limited relation to TSR or net income .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Seung Ik Baik | — | <1% | Not listed with any options exercisable within 60 days; no outstanding equity awards . |
| Shares Outstanding Basis | 6,317,816 | — | Used for ownership percentage calculation . |
Policies and alignment:
- Insider trading policy prohibits hedging or monetization transactions and borrowing against company stock (anti-hedging and anti-pledging) .
- No stock ownership guidelines disclosed for executives/directors; no director equity grants in 2024 .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Dated Dec 20, 2024 . |
| Base salary | $130,000 at appointment; increased to $300,000 effective Apr 1, 2025 . |
| Severance | Lump sum equal to 12 months of base salary if terminated without cause . |
| Change-of-control | Not disclosed for Baik in the 2025 proxy . |
| Non-compete / Non-solicit / Garden leave | Not disclosed . |
| Deferred comp / Pension | Company sponsors a 401(k) plan with matching up to 100% of the first 50% of participant contributions; participants are fully vested in their contributions . |
| Clawback provisions | Not specifically disclosed for executive compensation in 2024 . |
Board Governance
- Board class: Baik is Class III director; term expires in 2026 .
- Board leadership: No chairperson or lead independent director; management directors often acted as chair during meetings due to company transition .
- Independence: Current independent directors are Dongho Lee, Sangjin Yeo, and Aejin Hwang; the company qualifies as a “controlled company” after HiTron’s investment, exempting it from certain Nasdaq independence requirements .
- Committee memberships: Audit Committee comprised of Yeo (Chair), Hwang, and Lee; Compensation Committee comprised of Dongho Lee; Nominating & Corporate Governance Committee comprised of Dongho Lee .
- Meetings/attendance: Board met twice in 2024; each current member attended ≥75% of aggregate meetings of the Board and committees on which they served .
- Director compensation policy: Annual cash retainer of $20,000; no equity grants to current or prior directors in 2024 .
- Designation: Yoo and Baik were designated to the Board by Exicure HiTron Inc. under securities purchase rights .
Dual-role implications:
- Baik serves concurrently as CFO and director, which, alongside controlled company status and lack of a chair/lead independent director, may reduce perceived board independence and heighten oversight concerns during strategic transitions .
Director Compensation (Baik-specific)
- Fees for director service for named executive officers are reflected in “All other compensation” in the SCT; Baik’s 2024 “All other compensation” totaled $2,167, consistent with pro-rata director fees .
Performance & Track Record
- Pay versus performance table indicates Company TSR (value of $100) and net loss for 2022–2024; no 2024 equity grants so CAP largely fixed salary .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR – Value of $100 investment | $383.319 | $9.57 | $53.27 |
| Net Loss ($000s) | $2,582 | $16,914 | $9,701 |
Company Financial Performance (context for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 28,826,000* | —* | 500,000* |
| EBITDA ($) | (668,000)* | (12,504,000)* | (4,921,000)* |
| Net Income (Loss) ($) | (2,582,000) | (16,914,000) | (9,701,000) |
Values retrieved from S&P Global.*
Compensation Structure Analysis
- Cash-heavy, low variable pay: Baik’s 2024 compensation was predominantly salary and director fees; no bonus or equity awards were granted in 2024, limiting direct alignment to performance outcomes .
- Severance terms moderate: CFO severance of 12 months’ base salary on termination without cause; no disclosed change-of-control multiple or accelerated vesting, which limits windfall risk .
- Equity alignment: No outstanding equity awards for Baik at FY2024 year-end; absence of RSUs/options reduces near-term vesting-related selling pressure but may also dilute alignment with shareholder upside .
- Governance overlay: Controlled company exemptions and Baik’s dual role (management + board) introduce independence considerations; Compensation Committee comprised of a single independent director in 2024 and no compensation consultant engaged .
Risk Indicators & Red Flags
- Controlled company exemptions (post-HiTron investment) reduce independence requirements and may heighten governance risk during restructuring phases .
- Anti-hedging/anti-pledging policy mitigates alignment concerns related to hedging or pledging, but limited executive equity ownership curtails upside alignment .
- Section 16 compliance: Company reports compliance for 2024 with certain late filings by other insiders; no Baik-specific late filings noted .
Compensation Committee Analysis
- Composition: Compensation Committee comprised solely of Dongho Lee; Board plans to add independent members later .
- Process: No compensation consultant engaged in 2024; Committee responsible for CEO and executive compensation reviews and Director compensation recommendations .
- Meetings: One meeting held in 2024; none in 2023 .
Say-on-Pay & Shareholder Feedback
- As the company is no longer an EGC, the Board submitted a non-binding say‑on‑pay resolution for 2024 executive compensation; results not disclosed in the proxy section cited; Board/Committee will consider outcomes in future program decisions .
Investment Implications
- Low variable pay and zero equity grants for Baik in 2024 reduce incentive-driven volatility and near-term insider selling pressure; however, limited equity exposure weakens pay-for-performance alignment to TSR/revenue milestones .
- Severance at 12 months’ base salary is moderate and without disclosed change-of-control accelerators, reducing parachute risk in strategic transactions .
- Governance risks persist due to controlled company status, absence of chair/lead independent director, and Baik’s dual role on the Board, potentially affecting independence of oversight during capital allocation and restructuring decisions .
- Company TSR improved materially in 2024 while net losses narrowed; if compensation shifts toward equity-linked instruments or performance-based bonuses tied to concrete operating targets, alignment could strengthen further—monitor upcoming proxy cycles for program changes .