Jae Chang
About Jae Chang
Jae Chang, age 54, is co-founder of GEN Restaurant Group and has served as a director since the IPO transaction. He opened GEN’s first restaurant in September 2011 (Tustin, CA) and previously owned/operated multiple restaurant concepts. He holds a B.S. in Hospitality Management from Cal Poly Pomona, and his board term is Class II (expires 2026). Qualifications cited include deep restaurant/hospitality experience, entrepreneurship, and a focus on operational efficiency .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GEN Restaurant Group, Inc. | Co-Chief Executive Officer (former) | Through Jan 8, 2025; resigned then remained director | Co-founded company; operational leadership prior to IPO |
| GEN Restaurant Group, Inc. | Director (Class II) | Since IPO transaction; term expiring 2026 | Qualifications in entrepreneurship and operational efficiency |
| Various concepts (Shabuya Sumo, Octopus, H20 Sush, California Gogi) | Owner/operator/manager | Since Dec 1999 (prior to GEN founding) | Multi-brand restaurant operations |
External Roles
| Organization | Role | Relationship/Ownership | Notable Governance/Transaction Context |
|---|---|---|---|
| Pacific Global Distribution (PGD) | Owner (100% owned by Chang and direct family) | Supplier to GEN | GEN purchases: $2.8m (2023), $678k (2024); A/P outstanding $137k (12/31/23), $20k (12/31/24). No purchases or obligations in 2025 YTD (Q2/Q3) |
| Wise Universal, Inc. | Affiliate (60% owned by Chang) | Former meat supplier to GEN | Purchases: $12.4m (2023); none in 2024 (relationship ceased) |
Board Governance
- Board leadership: Chairperson David Kim; Lead Independent Director Michael B. Cowan (approves board materials/agenda, presides over executive sessions, liaison with independents and major shareholders) .
- Independence: Chang is NOT independent (former Co-CEO); only Cowan, Gregory, Park are independent; Kim is not .
- Committees:
- Nominating & Governance: Members include David Kim (Chair) and Jae Chang; committee is permitted to be non-independent due to “controlled company” status under Nasdaq rules .
- Audit: Gregory (Chair), Cowan, Park; all are independent and financial experts; Chang is not a member .
- Compensation & Human Capital: Cowan (Chair), Gregory; both independent; Chang is not a member .
- Meeting cadence and attendance: 2024 meetings—Board (4), Audit (4), Compensation (1), Nominating & Governance (1). All directors attended all applicable board/committee meetings and the 2024 annual meeting .
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Company had no formal non-employee director plan; independent directors received RSUs or fees as applicable |
| Committee membership/Chair fees | $0 | No additional compensation reported for Chang as director |
| Meeting fees | $0 | No meeting fees; compensation intended to fully cover director time; none for Chang |
Directors’ 2024 compensation table explicitly excludes Kim and Chang (no additional director pay) .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Fair/Market Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Stock awards outstanding (unvested) | 06/30/2023 | 33,333 | $249,331 market value at 12/31/2024 (based on $7.48/share) | Footnote indicates options vest 20% per year; schedule language appears in footnote for outstanding awards | None disclosed (no revenue/EBITDA/TSR metrics tied) |
- Equity grant mechanics: Company’s 2023 Plan prohibits option repricing/exchanges without stockholder approval; grants reviewed by Compensation Committee and approved by Board; no timing around MNPI .
- Non-employee director comp limits under 2023 Plan: $150k annual cap; $200k in first year or for chair/lead director (context for independent directors; Chang not compensated as such in 2024) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company board service disclosed for Chang . |
Expertise & Qualifications
- Co-founder with extensive multi-concept restaurant operating experience since 1999 .
- Education: B.S., Hospitality Management, Cal Poly Pomona .
- Board qualifications: entrepreneurship, operational efficiency in hospitality .
Equity Ownership
| Holder/Entity | Class A Shares | Class B Shares | Total Beneficial | % of Class B | Total Voting Power |
|---|---|---|---|---|---|
| Jae Chang (aggregate beneficial ownership) | 12,731 | 8,275,574 | 8,288,305 | 29.8% | 29.3% |
| Breakdown: Jae Chang (direct) | 12,731 | 2,479,937 | — | — | — |
| Breakdown: Wife (Ju Han) | — | 1,874,608 | — | — | — |
| Breakdown: JC Holding Group, LLC | — | 2,549,109 | — | — | — |
| Breakdown: JC Group International Holdings, Inc. | — | 1,371,920 | — | — | — |
| Capital structure note | — | — | — | Class B has 10 votes/share; Class A has 1 vote/share | — |
- Vested vs unvested: Unvested stock awards outstanding at 12/31/2024 total 33,333 units (market value $249,331); further granularity on vested vs unvested beyond this is not disclosed .
- Pledging/Hedging: Company prohibits hedging and short sales by directors; pledging not addressed; pre-clearance required for trades .
- Section 16: No delinquent filings in 2024 except Form 3/A updates by Kim and Chang to beneficial holdings .
Related-Party Transactions and Conflicts
| Counterparty/Agreement | Nature | 2023 Amount | 2024 Amount | 2025 YTD | Status/Notes |
|---|---|---|---|---|---|
| Pacific Global Distribution (PGD; 100% owned by Chang/family) | Supplies purchases; A/P obligations | $2.8m purchases; A/P $137k @12/31/23 | $678k purchases; A/P $20k @12/31/24 | No purchases; no obligations (Q2/Q3 2025) | Exposure trending down; oversight via Audit Committee related-party policy |
| Wise Universal (60% owned by Chang) | Meat supplier | $12.4m purchases | $0 purchases | — | Relationship ceased by 2024 |
| Tax Receivable Agreement (TRA) | 85% of net cash tax savings payable to certain GEN LLC members incl. Kim & Chang/family | Liability $691k @12/31/24 | — | Liability $1.1m @9/30/25; no payments in 2025 YTD | Ongoing obligation; potential liquidity impact and change-in-control acceleration provisions |
| Registration Rights Agreement | Registration/piggyback rights for Class B holders incl. Kim & Chang/family to register Class A post-IPO anniversary | — | — | — | Facilitates exchange/liquidity for insiders |
- Controlled company status: Nominating & Governance Committee includes non-independent members (Kim/Chang), permissible under Nasdaq “controlled company” rules .
- Related-party approval process: Audit Committee must review/approve related-person transactions; policy in place .
Governance Assessment
-
Strengths:
- Perfect attendance in 2024 for board/committee meetings and annual meeting; demonstrates engagement .
- Independent Audit and Compensation Committees populated by financial experts; Lead Independent Director structure in place .
- Hedging/short sale prohibitions and executive clawback policy adopted; supports investor alignment and accountability .
-
Risks and Red Flags:
- Non-independence: Chang is not independent and serves on the Nominating & Governance Committee alongside the CEO due to controlled company status—limits independent oversight of board composition/succession. RED FLAG .
- Related-party transactions: Significant historical purchases from entities owned by Chang (PGD, Wise Universal). Although these declined/ceased (PGD reduced materially; Wise ceased in 2024), the exposure indicates potential conflicts requiring vigilant oversight. RED FLAG (historical) with improving trend .
- TRA and LLC structure: Ongoing TRA obligations to insiders (incl. Chang/family) and exchange/registration rights may create incentives misaligned with minority shareholders and can impact liquidity or strategic flexibility under certain scenarios (e.g., early termination/change-in-control acceleration). RED FLAG (structural) .
- Concentrated voting power: Large Class B holdings yield 29.3% total voting power for Chang, alongside other insiders—reduces minority influence. RED FLAG (control risk) .
-
Signals to monitor:
- Continued absence of related-party purchases from PGD/affiliates through future periods (Q2/Q3 2025 show none) .
- Committee composition changes if “controlled company” status changes; potential move to fully independent Nominating & Governance Committee .
- Any pledging of shares (not disclosed) or material changes in insider exchange/registration activity .
Citations:
**[1891856_0000950170-25-061171_genk-20250430.htm:8]** Director bio, age, education, tenure and qualifications;
**[1891856_0000950170-25-061171_genk-20250430.htm:28]** CEO/NEO section noting Chang resigned Co-CEO on Jan 8, 2025;
**[1891856_0000950170-25-061171_genk-20250430.htm:15]** Board leadership and Lead Independent Director role;
**[1891856_0000950170-25-061171_genk-20250430.htm:10]** Independence determination; hedging policy;
**[1891856_0000950170-25-061171_genk-20250430.htm:25]** Committees, members, meetings;
**[1891856_0000950170-25-061171_genk-20250430.htm:26]** Nominating & Governance Committee composition; attendance; controlled company explanation;
**[1891856_0000950170-25-061171_genk-20250430.htm:14]** Director compensation policy and 2024 comp table (excludes Chang);
**[1891856_0000950170-25-061171_genk-20250430.htm:30]** Outstanding equity awards (33,333 units; $249,331 market value; footnote vesting language);
**[1891856_0000950170-25-061171_genk-20250430.htm:29]** 2023 Plan limits on non-employee director compensation;
**[1891856_0000950170-25-061171_genk-20250430.htm:31]** Security ownership table (percentages, voting power);
**[1891856_0000950170-25-061171_genk-20250430.htm:32]** Beneficial ownership breakdown (entities and spouse);
**[1891856_0000950170-25-061171_genk-20250430.htm:24]** Related-party transactions (PGD; Wise); registration rights; policy;
**[1891856_0000950170-25-104061_genk-20250630.htm:21]** Q2 2025: no PGD purchases; TRA liability $1.1m;
**[1891856_0001193125-25-272354_genk-20250930.htm:23]** Q3 2025: no PGD purchases; TRA liability $1.1m;
**[1891856_0000950170-25-061171_genk-20250430.htm:16]** Clawback policy details.