Paul Chang
About Paul Chang
Paul Chang (age 59) is a Class I director at Brand Engagement Network Inc. (BNAI) who will not stand for re‑election at the November 26, 2025 annual meeting. He joined BEN in May 2023, served as Co‑CEO (May–Aug 2024) and CEO (Aug 2024–Jul 2025), and has a 18‑year IBM background leading GTM and product strategy for AI, blockchain, IoT/RFID, and advanced analytics; he holds a B.S. from Carnegie Mellon University. He is not classified as an independent director under Nasdaq rules, reflecting his recent executive role.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brand Engagement Network (BEN) | Chief Executive Officer | Aug 22, 2024 – Jul 2025 | Led post‑SPAC transition; succeeded by Acting CEO in Sep 2025 |
| Brand Engagement Network (BEN) | Co‑Chief Executive Officer | May 28, 2024 – Aug 22, 2024 | Strategic support during Business Combination close and integration |
| Brand Engagement Network (BEN) | Global President | May 7, 2023 – May 28, 2024 | Led commercial build‑out pre/post Business Combination |
| IBM | Various leadership roles (GTM/product strategy and sales/marketing for AI, Blockchain, IoT/RFID, analytics) | ~18 years (prior to 2023) | Extensive enterprise commercialization; industry/government engagement (e.g., FDA, State Boards) |
| Corvis (optical networking) and other startups | Executive roles | Prior to IBM | Early‑stage operating experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed (0) |
Board Governance
- Board class/tenure: Class I director since 2024; not standing for re‑election in 2025
- Independence: Not listed among independent directors; independent directors are Isaacs, Leibowitz, Puckett, Morgan Jr., Carrasco
- Committee assignments: None disclosed for Chang; current committee rosters do not list him (AC, CC, NCGC, SLC)
- Attendance: In 2024, all incumbent directors attended >75% of combined Board/committee meetings for which they served
- Board structure context: Independent Chair (Bernard Puckett); Vice Chair (Jon Leibowitz); established Special Litigation Committee (independent directors) for litigation oversight
Fixed Compensation
| Item | Detail |
|---|---|
| 2024 Base Salary | $420,000 |
| Target Bonus (per employment agreement) | 50% of year‑end base salary in year one; up to 100% of base salary in subsequent years (Board‑determined) |
| Actual Bonus Paid (2024) | $250,250 (includes $250,000 cash bonus tied to Business Combination close) |
| Employment Agreement Start/Term | Effective May 7, 2023; three‑year term unless earlier terminated |
| Severance Provisions | If terminated without cause or resigns for good reason: base salary through end of term or one year (greater of the two), plus any unpaid vested options/equity/earned bonuses |
| Clawback Policy | Company‑wide compensation recovery policy for restatements or significant misconduct causing financial/reputational harm |
Performance Compensation
| Grant/Metric | Detail |
|---|---|
| Post‑Merger “Chang Merger Bonus” Eligibility | $1,000,000 payable in cash/stock/mix at Company discretion upon Business Combination close if Company value >$100,000,000 |
| Amendment/Settlement of Merger Bonus | Paid as $250,000 cash and 531,915 fully‑vested restricted shares on May 13, 2024 under 2023 LTIP |
| Stock Award Accounting (2024 SCT) | $750,000 aggregate grant‑date fair value; conversion at $1.41 per share |
| Annual Option Entitlement (per agreement) | Fully‑vested options to purchase 100,000 shares annually during the 3‑year term |
| Outstanding Options at FY‑End | None listed for Chang as of 12/31/2024 (company table), though self‑report discrepancy noted below |
Note: The proxy shows no options outstanding for Chang at 12/31/2024, but a footnote in the beneficial ownership table says Chang self‑reported ~80,862 vested options and 751,952 shares (company reconciling) — see Equity Ownership section. This inconsistency is a monitoring item.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed (0) |
| Committee roles at other boards | None disclosed |
| Interlocks/related roles | No director‑level interlocks disclosed for Chang; related‑party items disclosed involve other parties (e.g., Luck/Lucas entities; AFG; director‑affiliated loans with Morgan‑managed entities), not Chang |
Expertise & Qualifications
- Technology commercialization executive with deep AI/blockchain/IoT analytics GTM experience at IBM and startups; advised government agencies on tech integration in healthcare. Education: B.S., Carnegie Mellon University.
- Board finance oversight: Not designated audit committee financial expert; not a current member of AC/CC/NCGC/SLC.
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Paul Chang | 601,952 | 1.3% | Company table as of 9/30/2025 |
| Footnote (self‑reported) | 751,952 shares; ~80,862 vested options | — | Company reconciling transfer agent vs. self‑report |
- Pledging/hedging: Company policy prohibits hedging, shorting, and pledging/margin use by directors; pre‑clearance and blackout windows enforced (mitigates alignment risk) .
- Director stock ownership guidelines: Apply to non‑employee directors (3x annual cash retainer; 5‑year compliance window). As of Oct 1, 2025, non‑employee directors “on track”; individual compliance levels for Chang not specified.
Governance Assessment
- Independence and committee engagement
- Not independent (former CEO through July 2025); no committee roles disclosed, limiting his influence on audit/comp/governance oversight quality.
- Attendance acceptable: all incumbent directors >75% attendance in 2024.
- Compensation and incentives
- Significant event‑driven equity bonus ($750k fair value; 531,915 fully‑vested shares) conditioned on Business Combination close and valuation threshold; strong equity orientation but full vesting reduces ongoing performance linkage.
- Contract terms include 1x+ salary severance minimum and annual fully‑vested option grants (100k/year), which may dilute alignment if not performance‑conditioned.
- Clawback policy in place at company level (mitigates misconduct/restatement risk).
- Ownership alignment
- 1.3% reported ownership, but reconciliation discrepancy (self‑reported higher shares and vested options) introduces data quality risk; monitor Section 16 updates/transfer agent reconciliation.
- Hedging/pledging prohibited, supporting alignment.
- Conflicts/related‑party exposure
- No related‑party transactions disclosed for Chang; significant related‑party items involve other directors/officers and third parties (e.g., AFG litigation; director‑affiliated loans with Morgan‑managed entities).
- Risk indicators
- One late Section 16(a) report for Chang in the last fiscal year (process/controls watch item).
- Broader company risks include Nasdaq minimum bid price compliance and reliance on reverse split authorization; not Chang‑specific but relevant to governance context.
RED FLAGS
- Not independent due to recent CEO tenure; no committee roles (reduced checks‑and‑balances from this director).
- Ownership reconciliation discrepancy (shares/options) requires follow‑up.
- Late Section 16(a) filing (controls/timeliness).
Positives
- Equity‑heavy event bonus and prohibitions on hedging/pledging support alignment despite short board tenure.
- Company‑level clawback policy in force.
- Attendance threshold met at Board level.
Director Compensation (context for 2024 as executive)
| Metric (2024) | Amount |
|---|---|
| Salary | $420,000 |
| Bonus | $250,250 (includes $250,000 Business Combination bonus) |
| Stock Awards | $750,000 grant‑date fair value; 531,915 shares issued 5/13/2024 at $1.41/share |
| Total | $1,420,250 |
Note: Non‑employee director compensation program (annual/quarterly equity retainers, chair fees, annual RSUs) applies to non‑employee directors; Chang did not appear in the 2024 non‑employee director compensation table.
Related Party Transactions (Chang‑specific)
- None disclosed for Chang; company‑level related party disclosures involve other insiders (e.g., October 3rd Holdings/Luck/Lucas; AFG; director‑affiliated loans tied to Thomas Morgan’s entities) and are monitored via a formal related‑party policy adopted in March 2024.
Insider Trades and Reporting
- Delinquent Section 16(a) Reports: Paul Chang filed one late report relating to one transaction in the last fiscal year.
- No hedging/pledging permitted by policy.
Performance & Track Record Highlights
- Executive tenure encompassed SPAC combination period; compensation included a milestone‑based merger bonus paid partly in stock; no specific operating KPIs or TSR disclosures tied to his pay beyond the transaction condition.
Compensation Committee Analysis (relevance to Chang’s pay design)
- Compensation Committee members: Ruy Carrasco and Thomas Morgan Jr.; independence affirmed. 2024 consultant: Compensation Advisory Partners (no conflicts); moving to Payscale in 2025.
- Company‑level policy prohibits options/SARs repricing without shareholder approval (under 2023 LTIP).
Equity Ownership Details (as of 9/30/2025)
| Item | Detail |
|---|---|
| Beneficial Shares | 601,952 (1.3%) |
| Self‑reported (reconciling) | ~751,952 shares and ~80,862 vested options |
| Options at FY‑end 2024 | None listed in Outstanding Equity Awards table |
| Ownership Guidelines | Non‑employee directors: 3x annual cash retainer within 5 years; status “on track” in aggregate (individual compliance not specified) |
Summary Implications for Investors
- As a short‑tenure, non‑independent director without committee roles, Chang’s direct influence on oversight mechanics appears limited; his primary governance signal is equity alignment from a large, fully‑vested transaction award and baseline ownership, offset by a small Section 16 timeliness issue and unresolved ownership reconciliation. Monitor (i) final board reconstitution after he steps down, (ii) any updates to his beneficial ownership/option reconciliation, and (iii) continued reinforcement of independence across key committees.