Dennis Lam
About Dennis Lam
Dennis Lam, age 41, is an independent director of HF Foods Group Inc., appointed on June 4, 2025; he is a CPA, former audit partner at BDO USA, P.C., and owner of Lam Advisory, LLC, with 20+ years of audit/advisory experience across retail, consumer products, manufacturing, distribution, and foodservice industries; he holds a BA in Economics from UCLA . The Board determined he is independent under Nasdaq and Company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BDO USA, P.C. | Audit Partner (former) | Not disclosed | Led audits for companies in retail/consumer products, manufacturing, distribution, and foodservice; transactions expertise (debt/equity issuance, public offerings, M&A) |
| Lam Advisory, LLC | Owner | Current | Business consulting services; accounting/finance advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Boys & Girls Clubs of Santa Monica | Board of Governors | Current | Community leadership |
Board Governance
- Current committee assignments and chair roles:
- Audit Committee: Chair
- Compensation Committee: Member
- Nominating & Governance Committee: Member
- Lead Independent Director: Maria Ross (appointed June 4, 2025)
- Independence: Board affirmed independent status under Nasdaq and Company standards
- Board-level attendance context: In 2024, the Board held 15 meetings; directors had an 87% attendance rate at Board meetings and 100% attendance on their committees; 100% attended the 2024 annual meeting (Lam joined in 2025) .
Fixed Compensation
| Component | FY2024 Program | FY2025 Update | Vesting/Timing |
|---|---|---|---|
| Annual cash retainer (independent director) | $30,000 per year ($7,500 per quarter) | $40,000 per year (effective July 1, 2025) | Paid quarterly |
| Annual equity grant (independent director) | RSUs with $30,000 grant-date fair value; vest after one year | RSUs with $40,000 grant-date fair value (effective FY2025) | Time-vested; 2024 RSUs granted August 7, 2024 vest August 7, 2025 |
| Chair/committee fees (FY2024 reference) | Audit Chair: $5,000/quarter; Compensation Chair: $3,750/quarter; Nominating Chair: $3,750/quarter; Special Transactions Chair: $2,500/quarter; Lead Independent: $2,500/quarter | Not specifically updated in June 2025 8-K | Paid quarterly |
In connection with his appointment, Lam will enter into the standard independent director letter agreement (form attached as Exhibit 10.1 to the Company’s June 28, 2024 8‑K), covering compensation, confidentiality, and conflict avoidance terms .
Performance Compensation
Directors are compensated with time-vested RSUs; no performance-based equity or cash metrics apply to director compensation.
| Equity Type | Grant Value (FY2025) | Vesting Terms | Performance Metrics |
|---|---|---|---|
| RSUs (Independent Director) | $40,000 grant-date fair value | One-year time-based vest; prior director RSUs vest on first anniversary | None (time-based only) |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Notable affiliations | Former audit partner at BDO USA, P.C.; HF Foods’ current independent auditor is BDO (appointed for FY2025; audit fees disclosed) |
| Governance note | The Board affirmed Lam’s independence and lack of Item 404(a) related-party transactions |
Expertise & Qualifications
- CPA; deep technical audit and financial reporting expertise; lead audit partner experience across relevant industry verticals .
- Transactions experience (debt/equity issuance, public offerings, M&A) beneficial for audit committee oversight .
- Community leadership via Boys & Girls Clubs governance role .
Equity Ownership
| Item | Value | As of | Source |
|---|---|---|---|
| Total beneficial ownership (shares) | 0 | Oct 22, 2025 | SEC Form 3 (No securities are beneficially owned) |
| Ownership % of outstanding | ~0% | Oct 22, 2025 | SEC Form 3 |
| Hedging/pledging policy | Company insider trading policy prohibits hedging (puts, calls, options) and margining; directors may use Company securities as collateral for bona fide loans |
Governance Assessment
- Board effectiveness signals:
- Appointed Audit Committee Chair with prior audit partner experience; strengthened accounting oversight and industry-relevant domain knowledge .
- Independence affirmed; no related-party transactions under Item 404(a); standard director letter agreement used .
- Lead Independent Director designation clarified (Maria Ross) and overall director compensation updated (+$10k cash retainer and +$10k RSU grant), indicating ongoing governance refresh .
- Alignment and engagement:
- Initial Form 3 shows zero beneficial ownership; RSU grants are expected to build alignment over time via time-based vesting .
- Board attendance and committee intensity in 2024 (pre-appointment) were high, providing a strong governance baseline; Lam’s attendance will be monitored in future filings .
- Conflicts and red flags to monitor:
- Optics: Lam is a former BDO audit partner while BDO serves as HF Foods’ current auditor; the company has affirmed his independence, and there are no Item 404 transactions, but investors may scrutinize Audit Committee decisions (auditor oversight, independence evaluations) given this background .
- Hedging/pledging: Company policy prohibits hedging and margining; any future pledging of shares should be monitored (policy permits use as collateral for bona fide loans) .
Appendix: Key Company Governance Context (for Lam’s remit)
- Special Transactions Review Committee oversees related-party transactions under written policies; independent composition and annual charter review .
- Auditor: BDO USA, P.C. (audit fees disclosed; BDO appointed for FY2025) .