Jae-Hyo Seo

About Jae-Hyo Seo

Jae‑Hyo Seo, age 58, was nominated and presented by YOSH as an Independent Director for election at the May 5, 2025 Special Meeting; his background is in prosecution, legal consulting, and a government land/geospatial agency . He served as an investigator in the South Korean prosecution (Suwon District Prosecutor’s Office; Seoul Central District Prosecutor’s Office) from 1995–2009, consulted at Dadam and Pyeongsan Law LLC from 2011–2020, and then worked at Korea Land and Geospatial Informatix Corporation .

Past Roles

External Roles

Board Governance

• Independence: YOSH designated Seo as “Independent Director” in the Board Slate for the May 5, 2025 Special Meeting .
• Committee assignments: Not disclosed for Seo as of April–June 2025 filings; prior Audit Committee consisted of Yeo (Chair), Harinne Kim, Jay Kim and Compensation Committee consisted of Jay Kim (Chair) and Harinne Kim (2023 baseline) .
• Attendance baseline: YOSH’s Board held six meetings in fiscal 2023; each director then on the Board attended >75% of meetings (Seo was not yet a director) .
• Controlled company: YOSH is a “controlled company” under Nasdaq rules (majority voting power), and avails itself of exemptions (no independent-only Nominating/Governance Committee; Compensation Committee may not be entirely independent) .
• Board turnover context: Two directors (Yusil Yeo and Harinne Kim) resigned effective at the Special Meeting (April 10, 2025), with Seo and Abe Lim nominated to replace them; later, director Sungjoon Chae resigned effective May 22, 2025 .

Fixed Compensation

Director compensation specifics for non‑employee directors were not disclosed (amounts, fees). The Company stated it plans to implement a non‑employee director compensation plan with annual cash retainers and/or annual stock options; committee chairs to receive additional retainers .

Performance Compensation

YOSH’s 2022 Omnibus Incentive Plan authorizes equity awards (options, SARs, RSUs, restricted stock, other stock-based awards) and cash awards, administered by independent directors; awards are subject to clawback and may include performance goals. No director‑specific performance metrics or grants for Seo were disclosed .

Other Directorships & Interlocks

Expertise & Qualifications

• Legal and investigative expertise: 14 years as a prosecution investigator (district and central offices), implying strong compliance, investigations, and risk oversight skills .
• Legal consulting and public‑sector exposure: Consulting at law firms (2011–2020) and work at Korea Land and Geospatial Informatix Corporation, contributing governance and regulatory perspective .

Equity Ownership

• Beneficial ownership disclosures as of April 22, 2025 list executives and certain directors; Seo is not listed (he was a nominee at that time), so director‑specific ownership for Seo was not disclosed .
• No pledging/hedging disclosures identified for Seo; the 2024 proxy stated no pledges in the ownership table presented then (for those listed) .

Governance Assessment

• Board effectiveness signal: Legal and investigation background strengthens audit/compliance oversight; however, Seo’s specific committee placement was not disclosed, limiting visibility into his governance impact .
• Controlled company governance risk: YOSH relies on Nasdaq “controlled company” exemptions (no independent‑only nom/gov committee; compensation committee independence exemptions), reducing minority investor protections versus fully independent boards .
• Change‑of‑control and dilution risk: Special Meeting proposals included issuing 220,000 Class B shares to BS1 Fund (change of control), up to 2,720,000 Class A shares across subscriptions, authorized share increase to 100,000,000, and 4‑for‑1 forward split—material ownership/voting shifts and dilution risk that can affect investor confidence .
• Board turnover: Multiple 2025 changes (two resignations, new nominees, one mid‑May resignation) increase stability risk and may disrupt committee continuity; timely disclosure indicates no disagreements, but sustained turnover can affect oversight quality .
• Shareholder voting context: At the Dec. 19, 2024 Annual Meeting, all proposals (including board election of then‑incumbents and capital-raising authorizations) received strong approval, indicating limited near‑term governance resistance among voting holders under dual‑class control .

Shareholder Vote Outcomes (Context)

Related‑Party Transactions (Conflict Screening)

• Loans and control: Loans involving CEO James Chae (and affiliate APIIS Financial, Inc.) and a loan to Won Zo Whittier (100% owned by Chae); concentrated voting power from Class B stock (10 votes/share) — no related‑party transactions disclosed for Seo .
• Governance red flags: Dual‑class control and related loans centralized around the CEO may pose conflict risks; no specific conflicts disclosed for Seo .

Notes on Unavailable Disclosures

• Committee assignments, meeting attendance, director compensation amounts, equity grants, and beneficial ownership for Seo were not disclosed in the April–June 2025 filings reviewed; if/when filed (e.g., a subsequent DEF 14A or Form 4), those would clarify alignment and engagement .

Overall implication: Seo’s prosecutorial and legal expertise is accretive for audit/compliance oversight, but the controlled‑company structure, significant 2025 capital structure changes, and board turnover temper governance quality signals until committee roles, compensation, and ownership alignment are disclosed .