Ji-Won Kim
About Ji-Won Kim
Ji-Won Kim, age 43, was appointed Co-Chief Executive Officer and director on May 22, 2025, and elevated to sole Chief Executive Officer on June 10, 2025 . He holds a B.A. in Food Engineering from Hankyong University (2006), has over 20 years in food service brand development and operations (including Macho Galbi), and was appointed Managing Director of BS1 Fund in 2025 . On September 12, 2025, the company reported operating under the new name Vestand Inc., with the Form 8-K signed by “Jiwon Kim, Chief Executive Officer,” indicating continued leadership through the transition .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Macho Galbi | Chief Executive Officer | Apr 2016 – 2025 | Led franchise systems, menu and distribution management, and store operations; established multiple brands in the market . |
| BS1 Fund | Managing Director | 2025 | Investment fund role; BS1 Fund identified as the future controlling holder in proposed charter changes and share issuance transactions . |
External Roles
| Organization | Role | Years |
|---|---|---|
| BS1 Fund | Managing Director | 2025 |
Fixed Compensation
| Component | Status | Notes |
|---|---|---|
| Base salary | Not disclosed | Appointment filings state “no arrangements or understandings” related to the appointments; no employment agreement terms were filed with his appointment . |
| Target bonus % | Not disclosed | No bonus targets disclosed for Mr. Kim in the reviewed filings . |
| Actual bonus | Not disclosed | No bonus payment disclosed for Mr. Kim in the reviewed filings . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed | — | — | — | — | — |
Company-level plan context (potentially applicable to executives):
- 2022 Omnibus Incentive Plan authorizes 1,500,000 Class A shares for awards; permits ISOs, NSOs, SARs, RSUs, restricted stock, other stock-based awards, and cash awards .
- Clawback policy applies to all awards under the plan .
- Change-in-control provisions provide accelerated vesting/exercisability for outstanding awards (subject to whether awards are assumed) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Mr. Kim) | No explicit beneficial ownership disclosure for Mr. Kim found in reviewed DEF 14A tables (April 22, 2025 and November 4, 2024 tables list other individuals; Mr. Kim was not listed) . |
| Stock pledging | No pledging disclosures referencing Mr. Kim found in reviewed filings . |
| Ownership guidelines | Not disclosed in reviewed filings . |
Company control and dilution context:
- Change of control: proposal to issue 220,000 Class B shares to BS1 Fund; Board notes this would constitute a change of control under Nasdaq rules .
- Charter amendment: automatic conversion trigger and stockholder action thresholds changed to reference BS1 Fund, reflecting new control nexus post-issuance .
- Share issuance: up to 2,720,000 Class A shares across multiple subscription agreements (including 780,000 Class A for BS1 Fund, James Chae, Golden Bridge, and 1,000,000 warrants at $0.01) .
- Forward split: 4-for-1 stock split via stock dividend; post-split, Class A outstanding projected to 6,470,980 and Class B to 400,000 based on April 22, 2025 counts .
Employment Terms
| Term | Detail |
|---|---|
| Appointment timing | Nominated director and Co-CEO on May 22, 2025; appointed sole CEO on June 10, 2025 . |
| Employment agreement | None disclosed with appointment; filings state “no arrangements or understandings related to such appointments” . |
| Severance/change-of-control | Not disclosed for Mr. Kim; company-level 2022 Omnibus Plan includes change-in-control acceleration mechanics for equity awards . |
| Non-compete/Other covenants | Not disclosed for Mr. Kim in reviewed filings . |
| Related party transactions | Filings with his appointment state no transactions requiring disclosure under Item 404(a) . |
| Family relationships | None disclosed among executive officers and directors at time of his appointment . |
Board Governance
| Committee | Chair | Members |
|---|---|---|
| Audit | Jae-Hyo Seo | Seongjin Kim; Young-Soo Choi. Young-Soo Choi deemed audit committee financial expert . |
| Compensation | Seongjin Kim | Jae-Hyo Seo; Young-Soo Choi . |
| Nominating & Governance | Young-Soo Choi | Seongjin Kim; Jae-Hyo Seo . |
Mr. Kim’s appointment filings do not list him as a member of the above committees .
Investment Implications
- Leadership transition and continuity: Mr. Kim’s rapid elevation to sole CEO (June 10, 2025) and continued role through the rebranding to Vestand Inc. supports a decisive strategic shift and operational continuity during significant corporate actions .
- Control alignment with BS1 Fund: As Managing Director of BS1 Fund, and with proposals explicitly shifting control triggers and issuing Class B to BS1 Fund, governance and strategic decisions may align closely with BS1 Fund’s objectives; investors should monitor potential related alignment risks and benefits .
- Dilution and supply overhang: Authorizations for up to 2,720,000 new Class A shares, 1,000,000 warrants at $0.01 exercise, and a 4-for-1 split materially increase float and may create price overhang; this can affect equity-based incentives’ value and potential insider selling pressure if awards are granted subsequently .
- Limited visibility on pay-for-performance: Absence of disclosed compensation metrics, targets, vesting schedules, or ownership for Mr. Kim constrains assessment of incentive alignment; reliance shifts to company-level plan mechanics (clawbacks; CIC acceleration) until individual terms are filed .