• Orion says the controlling couple, though not registered directors, bear “de facto unlimited liability”; it rejects share-price-linked pay, citing “moral hazard”
• The owner couple received KRW 20.5 billion over four years, more than all directors combined in each year
• Owner’s son became an executive in 1.5 years; internally promoted employees took an average of 24 years

Flashlight Capital Partners Pte. Ltd. (“Flashlight Capital”), a shareholder of Orion Corp. (KRX: 271560), today sent a second open letter to Orion’s board and requested its board records, after Orion declined four of five requests.

On October 19, Flashlight Capital made five requests, including either board seats or no pay for the owner family, share-price-linked pay and withdrawal from a reported JoongAng Ilbo bid. Orion denied any involvement in the bid on October 22 and declined the others on November 6.

In its November 6 reply, Orion said Chairman Chul-gon Dam and Vice Chairman Hwa-kyung Lee (the owner couple), though not registered directors, bear “de facto unlimited liability,” and that share-price-linked pay could encourage “moral hazard.”

Sanghyun Lee, Flashlight Capital’s CEO, said, “Global companies and Korean leaders such as Samsung Electronics and SK hynix use stock-based compensation. Does Orion believe they are creating ‘moral hazard’?”

The couple received KRW 20.5 billion over the four years from 2022 through 2025, outside the shareholder-approved pay cap applicable to registered directors. Each year, their combined compensation exceeded that of all Orion directors.

Flashlight Capital also questioned the rise of the couple’s son, Seo-won Dam. According to Korean media, he had about one year of disclosed work experience before joining Orion as a senior manager in July 2021. He became a Managing Director in January 2023, 1.5 years after joining, and an Executive Vice President in January 2026. Flashlight Capital’s analysis of Orion’s 2025 annual report shows that employees promoted internally took an average of 24 years to become Managing Director.

Flashlight Capital asked Orion to provide its board minutes and materials on the owner couple’s pay and the son’s hiring and promotion by November 20, 2026. The full letter to Orion’s board is available on Flashlight Capital’s website.

About Flashlight Capital

Flashlight Capital is a Singapore-based activist investment firm that led campaigns at KT&G (2022), S-1 Corporation (2026) and SECOM (2026). Visit www.FlashlightCap.com.

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