Chad Chen

About Chad Chen

Chad Chen (age 41) is an independent director of Faraday Future Intelligent Electric Inc. (“FF”) and a partner at Yoka | Smith, LLP, with a legal background spanning litigation and non‑litigation advisory; 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 FF’s Board on October 27, 2022 and has served since then . His core credentials include product liability and class action defense, commercial dispute work, and agency-facing counsel (U.S. Treasury, Commerce, ITC, tax authorities) .

Past Roles

External Roles

Board Governance

• Independence: FF’s Board affirmatively determined Mr. Chen is independent under Nasdaq rules .
• Committee assignments: Member of the Audit Committee and Compensation Committee; Chair of the Nominating and Corporate Governance Committee .
• Attendance: In FY2023 the Board held 38 meetings and each director attended or participated in at least 75% of Board and applicable committee meetings during their service period .
• Board structure context: FF Top (a significant shareholder affiliate of FF Global) has contractual rights to nominate directors and proportional committee representation; Chen is identified as an FF Top designee on the Board’s slate .

Fixed Compensation

Non‑Employee Director Compensation Policy (structure, not individual results):

• Annual Board cash retainer: $50,000 .
• Committee member retainers: Audit $10,000; Compensation $6,250; Nominating & Corporate Governance $5,000; Finance & Investment $5,000 .
• Committee chair premiums: Audit $15,000; Compensation $10,000; Nominating & Corporate Governance $7,500; Finance & Investment $7,500 .
• Annual RSU award: $150,000 grant date fair value .
• Additional meeting fees above 15 per year: $1,500 per meeting, up to $20,000 per calendar month .

Performance Compensation

• Director equity awards are time‑based RSUs; no director‑specific performance metrics disclosed for Mr. Chen’s grants .
• Company 2021 Stock Incentive Plan defines potential performance measures for eligible awards (where applicable), including metrics such as EPS, EBITDA, EBITDA margin, operating income, revenues, cash flow, total shareholder return, and strategic objectives; these are plan‑level metrics, not applied to Mr. Chen’s director RSUs per disclosures .

Other Directorships & Interlocks

• Other public company boards: None disclosed for Mr. Chen in FF’s proxy .
• Interlocks/affiliations: Mr. Chen is an FF Top designee; FF Top/FF Global hold governance rights to nominate Board members and place designees proportionally on committees, which may influence Board composition and committee leadership .

Expertise & Qualifications

• Education: J.D., Southwestern Law School; B.A. in Economics and Political Science, UC Irvine .
• Technical/functional expertise: Litigation (commercial/business disputes, product liability, class action defense) and corporate advisory (contract management, transactions, agency interactions) .
• Board qualifications: Legal expertise relevant to audit, governance, and risk oversight committees .

Equity Ownership

Additional alignment policies:

• Stock ownership guidelines: Non‑employee directors must hold shares equal to 3× annual cash retainers; until compliance, must retain 50% of after‑tax shares from equity vesting/exercise; all covered directors were either compliant or within the 5‑year phase‑in period as of the record date .
• Hedging/pledging: Company policy prohibits hedging, short sales, margin accounts, pledging, and derivative trades in FF securities for directors and insiders .

Governance Assessment

• Strengths: Independent status; serves on three core governance committees with chair role in Nominating, supporting board succession, evaluation, and ESG oversight; Audit Committee experience and financial literacy designation enhances oversight of reporting, controls, and related‑party review; attendance threshold met in a high‑activity year (38 Board meetings), signaling engagement .
• Alignment: Receives standard director retainer plus time‑based RSUs; subject to director stock ownership guidelines and insider trading restrictions; beneficial ownership is modest (<1%), typical for directors at early‑stage issuers .
• Conflicts/RED FLAGS: FF Top/FF Global governance rights—including nomination, proportional committee representation, removal/replacement, and transaction consent rights—create influence over board composition and committees; Mr. Chen’s status as an FF Top designee underscores potential perceived conflicts of loyalty despite independence classification . FF maintains a consulting agreement paying FF Global $0.2M per month (auto‑renewed) with $1.8M paid in 2023, and has reimbursed FF Global legal expenses—heightening related‑party exposure overseen by Audit Committee . Capital structure stress signals—serial reverse splits and Nasdaq compliance risk—reflect elevated governance oversight demands and potential investor confidence headwinds, though these are company‑level risks rather than director‑specific . Prior auditor going‑concern emphasis (Mazars) further underscores risk environment requiring robust committee oversight .

Overall implication: Chen’s legal expertise and multi‑committee roles, particularly as Nominating Chair and Audit/Compensation member, are positives for governance process; however, FF Top/FF Global control provisions and related‑party arrangements are material governance risks requiring transparent oversight and clear mitigation through committee processes and disclosures .