Samsung Electronics retail shareholders demand shareholder vote on semiconductor bonus deal, write to National Pension Service

A group of 696 retail shareholders of Samsung Electronics has moved to block a special performance bonus deal agreed upon by the company's labor and management for its semiconductor division.

Act, a retail shareholder platform, said Monday it visited the National Pension Service headquarters on Chungjeong-ro in Seodaemun-gu, Seoul, to submit a shareholder letter regarding the Samsung Electronics special performance bonus agreement. Act also sent the same letter by email to the head of the NPS's stewardship responsibility office. The letter was signed by 696 Samsung Electronics shareholders who collectively hold 377,526 shares.

At the center of the dispute is a special management performance bonus for Samsung Electronics' DS (Device Solutions) division, drawn up during the 2026 wage negotiations between the company and its union. Under the agreement, 1.5 percent of business profit is allocated as the funding base for the existing ordinary performance incentive, or OPI, while an additional 10.5 percent of business profit is set aside as a separate bonus pool for the DS division.

The special performance bonus carries no payment cap and applies for 10 years. Combined with the existing OPI, the total DS division bonus pool would amount to roughly 12 percent of business profit, according to Act. The group estimated that, based on this year's projected earnings, the annual bonus payout could reach as much as 40 trillion won ($27 billion).

The retail shareholders argued that because the bonus goes beyond a simple wage arrangement and takes on the character of profit-sharing, it requires shareholder approval. Act asked the NPS's stewardship responsibility expert committee to formally place on its agenda a review of "the legal nature of the Samsung Electronics OPI and DS special management performance bonus agreement — whether it constitutes wages or profit-sharing — and whether shareholder meeting approval is required."

The shareholders said the structure, which allocates bonus funding based on operating profit over an extended period, creates an imbalance in risk-sharing between shareholders and employees. They argued that while shareholders bear the losses from a falling share price, employees receive compensation tied to operating profit regardless of how the stock performs.

"Retail shareholders are heartbroken as the share price continues to fall day after day, including today," Act said. "Shareholder frustration has reached a breaking point over this serious risk asymmetry — shareholders alone bear the full downside of a falling share price, while employees collect operating-profit-linked bonuses as if they were risk-free fixed-income instruments, no matter how far the stock drops."

Lee Sang-mok, chief executive of Act, said, "A profit-sharing arrangement of this magnitude — consistently paying out tens of trillions of won every year for a decade — must go through the strict approval of shareholders, the true owners who bear the risk."