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Figures converted from KRW at historical FX rates — see data/company.json.fx_rates. Ratios, margins, and multiples are unitless and unchanged.

Governance: D — control beats alignment

Mirae is not a founder-led semiconductor equipment maker anymore. Since mid-2023 it has been operated by appointees of an investment vehicle (Nextern Roll Korea) that sits inside a stacked, loss-making holding chain — and the board, pay, and capital structure all reflect that. The profitable industrial business is intact; the governance scaffolding around it is the weakest part of the case.

The People Running This Company

The registered board is five people — four executive directors and exactly one outside director. The two highest-paid individuals at the company are not even on the board.

Three things to take away from this roster. First, the only person at the registered table with any operating semiconductor pedigree is President Kim Kyung-tae — a Nextern-era holdover who ran MPT before joining Mirae in 2018 and is the only insider with a direct stake (and only 0.21%). Second, the CEO and the three other inside directors all arrived together in July 2023 alongside the Nextern takeover; the CEO's prior role was VP at Nextern Biosciences, so he is the controlling shareholder's representative inside the operating company, not an independently recruited operator. Third, the two unregistered executives — Chairman On (from ROA Holdings) and VP Nam — collect the highest pay in the building yet sit outside the registered structure that any shareholder vote can touch.

What They Get Paid

FY2025 disclosed compensation totals ~$781K across all directors, the auditor, and the two unregistered executives. Every single individual stayed below the ~$345K (₩500M) individual-disclosure threshold Korea requires, so no specific person's pay is reported.

The shape of pay tells the story better than the level. Two unregistered executives — appointed by the board with no shareholder vote — earned roughly $173K each, nearly 1.8× the average registered executive director ($95K). Sitting at the top of that pile is Chairman On Seong-jun, a former director of ROA Holdings and ROA & Co (the entities at the top of Mirae's ownership chain). The structure pays the controlling group's representative more than the registered CEO, and keeps both names off the individual-disclosure table by staying just below ~$345K. That is a deliberate design choice, not a coincidence of pay levels.

Stock-option grants on 2025-03-26 covered the CEO (18,750 post-split shares), President (6,250), unregistered VP (6,250), and 78 employees (70,813 collectively) at a strike of ~$9.0 — barely below the current ~$9.5 close at fiscal year-end. Total option fair value was just ~$138K, so even on a fully realized basis, options would not bridge management's near-zero direct equity stake.

Are They Aligned?

This is where governance breaks. The aligned party is not the operating CEO or the registered board — it is the holding chain.

The 32.31% controlling stake sits in Nextern Roll Korea, which booked a $9.0M net loss in FY2025 on its own balance sheet, and is itself controlled by Studio Santa Claus Entertainment (a separately listed media company with a $7.3M FY2025 net loss), which is in turn controlled by ROA & Co. Two of the three layers above Mirae need cash. Mirae's profitable equipment business is the only positive earnings node in the disclosed control stack, which creates a structural incentive for capital extraction — through dividends, related-party services, or further securities issuance — that did not exist when Mirae was independently held.

That structural incentive has already shown up in the share register. Since the Nextern takeover in mid-2023, Mirae's count of outstanding shares (split-adjusted) has more than doubled, driven by a rights offering, two convertible bonds (Series #8 and #9), and then masked by a 16:1 reverse split in July 2025.

Read top-to-bottom, that table is the alignment problem in one page. Nextern walked from a ~10.9% standing stake to 32.31% control over 22 months without paying market for most of it — the bulk came through bonus issues and convertible-bond conversions while existing minority holders were diluted from ~89% down to ~68%. Then a 16:1 reverse split compressed the optics in July 2025. The minority base is still substantial — 23,908 small shareholders own 65.09% between them — but they have one outside director and no audit committee to defend them.

Disclosed insider direct stakes are vanishingly small: President Kim Kyung-tae owns 9,375 shares (~0.21%) worth roughly ~$170K at current prices, and CEO Lee Chang-jae has no direct holdings disclosed in the Business Report. Whatever economic alignment management has runs through their positions inside the Nextern/SSC chain rather than through Mirae stock — and those positions are not disclosed at the operating-company level.

Board Quality

The board met 23 times in FY2025 and passed 100% of resolutions — typically a tell that the body is rubber-stamping management, not challenging it. Half the agenda items (12 of 23) were "exercise voting rights at subsidiary" decisions, with a further block of real-estate-backed loans and capital-structure resolutions (16:1 reverse split, stock-option grants, rights offering paperwork). No committee meetings took place outside the board itself.

The scorecard surfaces two structural gaps. Independence is formal, not real — four of five directors arrived together with the Nextern takeover, two of the four executive directors are non-standing "Management Advisors" rather than line operators, and the sole outside director has the lowest attendance rate of any director on the board. Operating expertise lives in one person — President Kim Kyung-tae, the only board member with a deep semiconductor-equipment operating history; remove him and the registered board has zero industry depth. The financial-skill column scores well only at the standing auditor (Moon, CPA), and even there the only formal external audit oversight is one person without a committee structure around him.

The pattern is hard to argue with: the controlling-group's representatives (Lee Chang-jae, Lee Jin-gyu) show up 100%; the lone semiconductor operator (Kim Kyung-tae) is at 83%; and the two outside directors — the only people meant to push back — are the two least present, with the resignation of the second mid-year leaving the board structurally captured. No outside-director training was provided in FY2025 ("not yet deemed necessary"), and no audit-committee training either.

The Verdict

Grade: D. This is a competent industrial business sitting inside a governance structure built to serve the controlling vehicle, not the minority shareholders who own two-thirds of the float.

The strongest positives are narrow and operational: President Kim Kyung-tae is a credible semiconductor-equipment operator with seven years of continuity, attendance at registered board meetings is generally strong, all FY2025 resolutions cleared without legal incident, and the standing auditor has accounting credentials. The board did discipline itself enough to disclose the full ownership chain, the convertible-bond conversion history, and the option-grant terms in unambiguous Korean disclosure — there is no obvious concealment.

The real concerns are structural, not behavioral. Mirae's profitable cash-generating business is owned 32.31% by a vehicle that lost $9.0M in FY2025, which is in turn owned by an entity that lost $7.3M; the only operating-cash-positive node in the disclosed chain is Mirae itself. Share count has roughly tripled in four years driven by rights offerings and convertible-bond conversions, then been visually compressed by a 16:1 reverse split. The board has one outside director who attends 74% of meetings and no audit committee. The two highest-paid executives sit outside the registered board entirely. None of the registered directors holds a meaningful direct stake — alignment runs through the holding chain, not through Mirae shares.

The one thing that would upgrade this: A second working outside director with semiconductor-industry expertise (not another lawyer), a real audit committee, and either a meaningful direct equity grant to the CEO with multi-year vesting or a disclosed buyback that absorbs some of the dilution. A clear cap on related-party advance / lending to the Nextern–SSC parents would help even more. Absent any of those moves, the grade should not improve.

The one thing that would downgrade this further to F: A loan, guarantee, or asset transfer from Mirae upstream to Nextern Roll Korea, Studio Santa Claus Entertainment, or ROA & Co — i.e., the operating cash actually exits to support the parent's losses. The structural incentive is there; whether the board enforces against it is the next thing to watch.