Chad Chen
About Chad Chen
Chad Chen, age 42, is an independent director at Faraday Future AI Electric Vehicle Inc. (ticker: FFAI) and a partner at Yoka | Smith, LLP, with a background in litigation and regulatory counsel; he holds a J.D. from Southwestern Law School and a B.A. in Economics and Political Science from UC Irvine . He was appointed to FFAI’s board on October 27, 2022, and has been designated an “audit committee financial expert” by the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yoka | Smith, LLP | Partner | 2012–present |
| National alternative energy company | Legal roles | Not disclosed | Legal counsel experience |
| U.S. District Court | Legal roles | Not disclosed | Legal experience |
| U.S. Bankruptcy Court | Legal roles | Not disclosed | Legal experience |
| Private practice | Attorney | Not disclosed | Legal experience |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy . |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Mr. Chen is an independent director under Nasdaq standards . |
| Committee assignments | Audit Committee (member); Compensation Committee (member); Nominating & Corporate Governance Committee (Chair) . |
| Financial expertise | Board designated Mr. Chen as an “audit committee financial expert” . |
| Attendance | Each director attended ≥75% of board/assigned committee meetings in FY2024 (aggregate disclosure) . |
| Board size | 5 directors as of April 18, 2025 . |
| Lead independent director | Guidelines describe a Lead Independent Director role when chair is not independent; current chair selection pending . |
| Executive sessions | Independent directors hold regularly scheduled meetings . |
| Nominating rights context | Mr. Chen is an FF Top Designee (nominated pursuant to the Amended & Restated Shareholder Agreement), indicating FF Top’s influence over board composition . |
Fixed Compensation
| Component | Policy | 2024 Actual – Chen |
|---|---|---|
| Annual Board Cash Retainer | $50,000 | Included in cash total |
| Committee Member Retainers | Audit $10,000; Compensation $6,250; Nominating & Corp Gov $5,000 | Included in cash total |
| Committee Chair Premiums | Nominating & Corp Gov Chair $7,500 | Included in cash total |
| Meeting Fees | $1,500 per meeting above 15 per year (cap $20,000/month) | Included in cash total (if applicable) |
| Cash Fees Paid (FY2024) | — | $144,267 |
Performance Compensation
| Equity Component | Details | 2024 – Chen |
|---|---|---|
| Annual RSU Award (policy) | $150,000 grant date value to non‑employee directors | — |
| Stock Awards (FY2024, actual) | Grant-date fair value of director stock awards | $239,998.50 |
| Unvested RSUs Outstanding (12/31/2024) | RSUs outstanding and unvested | 37,594 |
| Lifetime RSUs granted under 2021 Plan | Cumulative RSUs shown in historical equity awards table | 60,536 |
Performance metrics used in the company’s 2021 Stock Incentive Plan (for performance awards to eligible participants) include: TSR, EPS, ROE, ROIC, EBITDA, EBITDA margin, operating income, revenue, operating expenses/cost goals, market share, cash flow/FCF, gross margin, operating margin, net cash from operations, P/E growth, and strategic/operational milestones; awards may include adjustments for FX, write-downs, M&A, restructurings, noncash/extraordinary items, and accounting/law changes . Note: non‑employee director equity is disclosed as RSUs; no director‑specific performance metrics are disclosed for director equity grants .
Other Directorships & Interlocks
- Other public boards: None disclosed for Mr. Chen in the proxy biography .
- Compensation Committee interlocks: None; no FF executive served on another company’s board/comp committee with reciprocity since July 2021 .
Expertise & Qualifications
- Litigation and corporate/regulatory counsel (contract management; agency interactions with U.S. Treasury, Commerce, ITC, tax authorities) .
- Committee leadership: Chair of Nominating & Corporate Governance; member, Audit and Compensation .
- Designated “audit committee financial expert” by the board .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of April 17, 2025) | 45,537 shares of Class A Common Stock (less than 1%) . |
| Sales since becoming public | To the company’s knowledge, sold 15,000 shares since public listing . |
| Unvested RSUs outstanding (12/31/2024) | 37,594 . |
| Shares pledged | Company policy prohibits pledging and hedging of company securities . |
| Ownership guidelines | Non‑employee directors must hold ≥3x annual cash retainers; covered directors were either compliant or within the 5‑year phase‑in as of the record date . |
Governance Assessment
- Strengths:
- Independent director with audit committee financial expert designation; chairs nominating committee and serves on audit/compensation committees, supporting board effectiveness and oversight .
- Ownership alignment supported by RSU grants; company prohibits hedging/pledging and has director ownership guidelines with compliance/phase‑in status reported .
- Watch items / potential red flags:
- Late Section 16(a) filing: Mr. Chen did not timely file a Form 4 for an April 15, 2024 grant (subsequently filed May 28, 2024) .
- Board nomination influence: Mr. Chen is an FF Top Designee under the shareholder agreement; while independent under Nasdaq, the concentrated nomination rights of FF Top may raise perception risks around independence of judgment in contested matters .
- Related‑party environment: The company has numerous related‑party financings and transactions involving affiliates of the founder and FF Global; while the Audit Committee (of which Mr. Chen is a member) reviews RPTs and a written policy is in place, the breadth of RPTs remains a governance risk factor to monitor .
Director attendance: In FY2024, each director attended at least 75% of aggregate board and assigned committee meetings (company‑wide disclosure; individual percentages not disclosed) .
Compensation structure: 2024 director pay for Mr. Chen was mixed cash/equity (cash $144,267; stock $239,998.50), with policy‑based retainers and RSUs typical for small‑cap issuers targeting alignment without leveraged risk .
Equity alignment: Mr. Chen beneficially owned 45,537 shares as of April 17, 2025 and held 37,594 unvested RSUs as of year‑end 2024; company ownership guidelines apply with retention requirements until compliance .