Christine Chang
About Christine Chang
Christine Chang (age 42) serves as General Counsel and Chief Compliance Officer of HF Foods Group Inc. since September 8, 2021; she holds a BA in Rhetoric from the University of California and a JD from Columbia University . During her tenure, the company reported 2024 net revenue of $1,201.7 million (+4.6% YoY) and Adjusted EBITDA of $42.0 million (+21.6% YoY) . Pay-versus-performance disclosures show HF Foods’ 2024 TSR value of $37.94 versus peer group $140.34, underscoring execution and alignment considerations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boyd Gaming Corp (NYSE: BYD) | Vice President – Legal Affairs, Labor Relations & Litigation | Pre-2021 (prior to joining HF Foods) | Led litigation and labor legal functions for large hospitality operator . |
| Caesars Entertainment, Inc. (NASDAQ: CZR) | Corporate Counsel → Senior Corporate Counsel → Vice President & Chief Counsel, Litigation | 2014–Aug 2020 | Managed complex litigation portfolio and legal risk at scale . |
| Dentons LLP | Associate | 2008–2013 | Big Law experience in complex disputes and advisory . |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 234,903 | 346,154 | 375,000 |
| Target Bonus (% of Base) | 75% (initial offer; later increased) | 100% (raised May 11, 2023) | 100% |
| Actual Cash Bonus ($) | 223,650 | 338,625 | 341,250 (91% of target) |
| Stock Awards ($ grant date FV) | 262,500 | 300,000 | 375,000 |
| All Other Compensation ($) | — | — | 9,808 (401k match) |
| Total ($) | 721,053 | 984,779 | 1,101,058 |
Performance Compensation
Annual Cash Incentive Plan (AIP) – FY2024
| Metric | Weight | Target | Actual | Payout vs Target |
|---|---|---|---|---|
| Net Revenue | 10% | $1.155B | $1.202B | 104% |
| Gross Profit | 45% | $209.9M | $205.2M | 98% |
| Internal Adjusted EBITDA | 45% | $50.1M | $44.3M | 88% |
| Initiative-Based Objectives (3 total) | 30% | Reduce material weaknesses; DC risk assessment; cut outside counsel spend | Achieved 2.5/3 | Included in 91% overall AIP result |
• FY2024 AIP payout for Christine Chang was 91% of target, equaling $341,250 .
Long-Term Incentive (Equity) – Grants and Structure
| Element | Design | FY2022 | FY2023 | FY2024 |
|---|---|---|---|---|
| RSUs | Time-based; 1/3 annual vesting on Apr 15 of yrs 1–3 | 8,561 shs unvested at 12/31/24 | 25,906 shs unvested at 12/31/24 | 52,817 shs unvested at 12/31/24; vests starting 4/15/2025 |
| PSUs | 3-year performance; 50% Revenue, 50% Internal Adj. EBITDA; cumulative tranches | 9,708 shs target unvested at 12/31/24 | 26,722 shs target unvested at 12/31/24 | 52,817 shs target; vests 4/15/2027 if goals met |
| FY2024 PSU tranche vest factors | Based on FY2024 performance | 87.5% | 85.4% | 94.6% (tranches vesting 4/15/2025) |
• FY2024 grant sizing: RSU 50% of base salary; PSU max 50% of base salary; Grant date 6/05/2024 for 52,817 RSUs and 52,817 PSUs for Chang ($375,000 total grant date FV) .
• PSU targets: FY2024 $1.155B revenue and Internal Adj. EBITDA 4.33% of revenue; FY2025 $1.190B and 4.5%; FY2026 $1.231B and 5.0% .
Equity Ownership & Alignment
| Ownership Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 193,105 | Includes 166,091 shares granted under 2018 Plan; plus 19,053 PSUs scheduled to vest within 60 days of Apr 7, 2025 . |
| % of Shares Outstanding | <1% | Company had 52,737,650 shares outstanding as of Apr 7, 2025 . |
| Unvested RSUs (by grant year) | 8,561 (2022); 25,906 (2023); 52,817 (2024) | Market value at 12/31/24 based on $3.21/share: $27,481; $83,158; $169,543 respectively . |
| Unvested PSUs (target) (by grant year) | 9,708 (2022); 26,722 (2023); 52,817 (2024) | Market value at 12/31/24 at $3.21/share: $31,163; $85,778; $169,543 respectively . |
| Hedging/Pledging Policy | Hedging (derivatives) prohibited; margining prohibited; pledging as collateral for bona fide loans permitted | Insider trading policy terms; exhibits filed with 10-K . |
| Clawback Policy | Adopted Oct 2, 2023; 3-year lookback for erroneously awarded incentive comp | Applies regardless of misconduct; Compensation Committee determines recoupment . |
| Ownership Guidelines | Not disclosed | No ownership multiple disclosed in filings . |
Vesting cadence and potential selling pressure
• RSUs typically vest on Apr 15 annually; PSUs from 2022/2023 have tranches vesting on Apr 15, with 2024 PSUs cliff vesting on Apr 15, 2027, suggesting seasonal windows for potential Form 4 activity around mid-April .
Recent insider transactions (Form 4 references)
| Trade Date | Type | Shares | Approx. Value | Post-Trade Ownership |
|---|---|---|---|---|
| Mar 17, 2025 | Open-market purchase | 7,961 | ~$19,822 | 174,052 shares |
| Aug 13, 2025 | Form 4 filed | — | — | — |
| Nov 13, 2025 | Open-market purchase | 2,000 | ~$4,600 | — |
Employment Terms
| Term | Details |
|---|---|
| Employment | At-will; offer letter on joining HF Foods (initial base $250,000; bonus target 75% increased to 100% on May 11, 2023) . |
| Current Base Salary | $375,000 (FY2024) . |
| Severance (No Change of Control) | Salary continuation $375,000; benefits continuation $8,098; total $383,098 . |
| Severance (Change of Control window) | Salary continuation $1,125,000; benefits $8,098; equity vesting value $566,665; total $1,699,763 (as of 12/31/2024) . |
| Equity acceleration terms | For awards granted in 2023 and earlier: full acceleration at Change of Control; for 2024 awards: acceleration at target if terminated without cause within 12 months post-Change of Control . |
| Benefits and Perquisites | Broad-based plans (medical/dental/vision, 401(k) match); limited perquisites; 401(k) match for Chang $9,808 in 2024 . |
| Stockholder communications role | GC/CCO authorized to screen and forward shareholder communications to Board . |
Compensation Structure Analysis
- Mix emphasizes at-risk pay: 33% AIP and 36% equity for NEOs, with PSUs tied to Revenue and Internal Adjusted EBITDA over 3 years; RSUs time-vest reflecting retention focus .
- PSU targets tightened progressively (EBITDA margin from 4.33% of revenue in 2024 to 5.0% by 2026), suggesting increasing performance hurdles rather than easing metrics .
- Independent consultant Pay Governance engaged; peer group includes Chef’s Warehouse, SpartanNash, Hain Celestial, Medifast, Vital Farms, among others, signaling mainstream consumer/food distribution benchmarking .
- Say-on-pay approval ~80% in 2024 indicates acceptable shareholder support, though not overwhelming .
Risk Indicators & Red Flags
- TSR underperformance versus peer group in 2024 (Company: $37.94 vs peer group $140.34 in $100 investment terms) may heighten scrutiny of pay-performance alignment and future PSU payouts .
- Pledging permitted for bona fide loans under insider policy represents a potential alignment risk if used; no pledging by Chang disclosed .
- Significant related-party transactions exist at the company level, mitigated by Special Transactions Committee oversight; not specific to Chang but relevant to governance environment .
Equity Compensation Plan Context
- 2018 Omnibus Equity Incentive Plan increased to 7,000,000 shares in 2024; RSUs/PSUs used for executives; 4,631,050 shares remained available at 12/31/2024 .
- Policy: no option grants timed around MNPI; historically no options granted to NEOs in 2024 .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval approximately 80%; annual advisory votes per 2019 decision .
Investment Implications
- Alignment: Chang’s compensation levers are tightly tied to revenue growth and Internal Adjusted EBITDA via PSUs, with clear vesting cadence and cumulative metrics, supporting pay-for-performance integrity .
- Retention: One-times base salary severance outside change-of-control and three-times inside the window, plus equity acceleration, provide retention and transition stability; watch for April 15 vesting dates as potential liquidity events .
- Trading signals: Open-market insider purchases in 2025 by Chang (7,961 shares in March; 2,000 in November) indicate personal confidence; monitor subsequent Form 4s around PSU/RSU vesting windows .
- Governance: Strong clawback, hedging prohibition, and committee oversight are positives; pledging allowance is a watch item. Overall, the structure balances retention and performance, but TSR underperformance warrants continued scrutiny of PSU outcomes and capital allocation discipline .