[비즈한국] SK Hynix is providing its six independent directors (formerly known as outside directors) with company stock worth over 100 million won as compensation. This marks the second stock-based compensation for independent directors this year. SK Hynix attributed this change in compensation to the expansion of the directors' legal responsibilities and scope of duties.
On August 7, SK Hynix announced that it would dispose of 82 shares of treasury stock for the purpose of compensating independent directors. The total disposal value is approximately 122.59 million won. The price per share was based on the closing price of 1.495 million won on August 6, the day before the board of directors' resolution. The actual number of shares and the total amount provided may fluctuate based on stock price changes. The shares are scheduled to be transferred from the company’s treasury account to the individual accounts of the independent directors after August 19.
The recipients are the six independent directors currently serving at SK Hynix: Koh Seung-beom, former Chairman of the Financial Services Commission; Jung Duck-kyun, Professor of Electrical and Computer Engineering at Seoul National University; Kim Jung-won, former CFO of Citibank; Yang Dong-hoon, Professor of Accounting at Dongguk University; Son Hyun-chul, Professor of Materials Science and Engineering at Yonsei University; and Choi Kang-guk, Professor of Natural Sciences at Seoul National University. In its disclosure, SK Hynix stated that the reasons for the change in compensation include the expansion of directors' legal responsibilities, the increasing complexity of their roles, and the broadening of the business areas overseen and supervised by the board of directors.
However, this decision does not mean that the company is eliminating cash compensation for independent directors in favor of stock-only pay. SK Hynix has previously provided compensation using treasury stock in addition to cash for outside directors. According to the company's quarterly reports, treasury stock was disposed of for outside director bonuses in May 2022, August 2023 (for employees and outside directors), April 2024 (for the CEO and outside directors), and April 2025 (for employees and outside directors).
This is not the first time this year. On April 22, SK Hynix decided to dispose of 12,536 treasury shares for outside director stock compensation and executive long-term performance incentives. The reference price at that time was 1.224 million won per share, totaling 15.344 billion won. However, this amount included long-term performance incentives for executives, not just outside directors. A subsequently filed quarterly report showed that 6 outside directors—Koh Seung-beom, Jung Duck-kyun, Kim Jung-won, Yang Dong-hoon, Son Hyun-chul, and Choi Kang-guk—actually received treasury stock on May 6. Therefore, the decision on the 7th marks the second stock-based compensation for the same six individuals this year.
Total compensation for SK Hynix outside directors last year was 814 million won. Based on an average of 5 outside directors in 2025, the average payment per person was 163 million won. While the limit for director compensation approved at the general shareholders' meeting is 15 billion won, this limit applies to all directors, including internal executive directors. This year, the number of independent directors has increased to six. If the 122.59 million won in treasury stock to be provided this time is divided equally among the six, it amounts to approximately 20.43 million won per person, though SK Hynix did not disclose the specific number of shares allocated to each individual in this disclosure.
Within the SK Group, SK Inc. also provides stock-based compensation to outside directors. In March, citing the connection between corporate value enhancement and compensation as part of a board-centered responsible management strategy, SK Inc. decided to provide 1,903 treasury shares to 6 current and former outside directors via a "Stock Grant" program. The reference amount at the time was 658.44 million won. The granted shares were restricted from being transferred or provided as collateral to others for three years.
It is also noteworthy that stock compensation is being expanded at a time when the responsibilities of independent directors are increasing. In March of this year, SK Hynix amended its articles of incorporation to change the target of a director’s duty of loyalty from just the "company" to the "company and shareholders." Following amendments to the Commercial Act, the title "outside director" was also changed to "independent director" starting July 23. This means that just about two weeks after these institutional changes were implemented, the company decided on additional stock compensation citing the expansion of directors' legal responsibilities and roles.
Stock-based compensation has the advantage of linking director compensation to stock prices, potentially increasing the incentive to enhance corporate and shareholder value. Conversely, since independent directors are tasked with checking and supervising management, it is also important to design the scale and method of compensation so that it does not affect their independence.
The 82 shares being disposed of by SK Hynix account for less than 0.0001% of the total issued shares, meaning the dilution effect on stock value is virtually negligible. However, as SK Hynix has explicitly cited the expansion of directors' responsibilities and roles as the reason for the change in compensation, it remains to be seen whether the proportion of stock-based compensation in the total pay for independent directors will continue to grow.