Eric Chen
About Eric Chen
Eric Chen (age 56) has served as an independent director of Karat Packaging Inc. since January 2019. He is the founder of the Law Offices of Eric K. Chen (est. 1995), with professional experience in personal injury, business litigation, and international corporate law. He holds a J.D. from Southwestern University School of Law and is recognized for expertise assisting U.S. and Chinese companies with joint ventures and M&A transactions . The Board has determined Mr. Chen is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Law Offices of Eric K. Chen | Founder | 1995–present | Commercial litigator; cross-border JV/M&A advisory |
| California Acupuncture Medicine Association (CAMA) | Legal Counsel | Not disclosed | Legal advisory |
| California Association of Acupuncture and Oriental Medicine (CAAOM) | Legal Counsel | Not disclosed | Legal advisory |
| Council of Acupuncture and Oriental Medicine Association (CAOMA) | Legal Counsel | Not disclosed | Legal advisory |
| Nevada Chinese Professionals and Business Association | Co-founder & Vice President | Not disclosed | Business community leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Law Offices of Eric K. Chen | Founder | 1995–present | Focus on litigation and international corporate law |
| CAMA / CAAOM / CAOMA | Legal Counsel | Not disclosed | Professional association counsel |
| Nevada Chinese Professionals and Business Association | Co-founder & Vice President | Not disclosed | Professional network role |
Board Governance
- Committee assignments and chair roles:
- Audit Committee member; Audit Committee met 4 times in 2024 (two unanimous written consents) . Mr. Chen is independent and deemed to have sufficient financial/auditing knowledge; Audit Committee chaired by Paul Y. Chen (Audit Committee Financial Expert) .
- Compensation Committee member; met 2 times in 2024 (one unanimous written consent); chaired by Eve Yen .
- Nominating & Corporate Governance (N&CG) Committee chair; took 2 actions by unanimous written consent in 2024 .
- Independence status: Determined independent for Audit, Compensation, and N&CG Committees .
- Attendance and engagement: Board held 4 meetings in 2024; every director attended at least 75% of Board and applicable committee meetings and all directors attended the 2024 Annual Meeting .
- Board leadership: CEO also serves as Chair; Board cites independent directors and internal controls to mitigate potential conflicts of combined roles .
- Risk oversight: Audit Committee oversees major financial risk exposures and cybersecurity risk management .
Fixed Compensation
| Year | Meeting Fee per Board Meeting | Board Meetings Attended (disclosed aggregate attendance threshold) | Cash Fees | Total Cash |
|---|---|---|---|---|
| 2023 | $7,500 (increased from $5,000 on Aug 7, 2023) | ≥75% of meetings; Board held 4 meetings | $30,000 | $30,000 |
| 2024 | $7,500 per meeting | ≥75% of meetings; Board held 4 meetings | $30,000 | $30,000 |
Notes:
- Non-employee directors are paid per meeting rather than a fixed annual retainer; Eric Chen received $7,500 per Board meeting in 2024 , totaling $30,000 .
Performance Compensation
| Grant Date | Award Type | Shares/Units | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| May 7, 2024 | RSUs | 2,000 | $56,440 | Vest 50% on May 7, 2025 and 50% on May 7, 2026 |
- Performance metrics tied to director equity: None disclosed; RSUs appear time-based with service vesting .
- Clawback: Company adopted a clawback policy for executive incentive compensation in compliance with SEC/Nasdaq rules (policy included as a 10-K exhibit); not specified for non-employee directors .
Other Directorships & Interlocks
| Category | Disclosed Information |
|---|---|
| Current public company boards | None disclosed in proxy biography for Eric Chen |
| Committee roles at other public companies | None disclosed |
| Private, non-profit, academic boards | Legal counsel roles in professional associations; co-founder/VP in a business association |
| Interlocks with competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
- Legal and international corporate law expertise; supports governance, conflicts review, and cross-border transactions .
- Committee experience spanning Audit, Compensation, and N&CG; chair of N&CG, which evaluates independence, reviews conflicts, and oversees related-party transactions and governance guidelines .
- Board’s determination of sufficient financial/auditing knowledge for Audit Committee service ; independence confirmed .
Equity Ownership
| As of Date | Shares Beneficially Owned | % of Outstanding Shares |
|---|---|---|
| April 22, 2024 | 11,667 | <1% |
| April 21, 2025 | 16,000 | <1% |
Additional context:
- All directors and executive officers as a group held approximately 66.1% (2024) and 66.2% (2025) of outstanding common stock, indicating a controlled company dynamic .
- No pledging or hedging by Mr. Chen disclosed; company maintains an Insider Trading Policy applicable to directors .
Governance Assessment
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Strengths:
- Independent director with chair role on N&CG Committee, directly overseeing independence, conflicts, related-party transactions, and governance guidelines .
- Multi-committee service (Audit, Compensation, N&CG) with documented meeting activity and Board attendance thresholds met; directors expected to attend Annual Meetings (and did) .
- Equity grants to non-employee directors align incentives through multi-year vesting; Eric Chen granted 2,000 RSUs vesting through 2026 .
-
Compensation structure signals:
- Year-over-year shift for non-employee directors from all-cash in 2023 ($30,000) to cash plus equity in 2024 ($30,000 cash + $56,440 RSUs), increasing equity mix and alignment .
- Meeting fee increase from $5,000 to $7,500 in 2023 supports board engagement and may attract/retain director talent .
-
Potential conflicts and risk indicators (RED FLAGS):
- Related-party transactions with Keary Global/Keary International (owned/controlled by CEO’s brother), including significant annual purchases and a 2023 sale of JV interest; N&CG (chaired by Eric Chen) is responsible for policy and oversight—effective oversight is critical to mitigate perceived conflicts .
- Combined CEO/Chair role can weaken independent oversight; Board cites mitigants (lead independent director, committee structure) but remains a governance consideration for investors .
- Concentrated insider ownership (≈66% group voting power) may reduce minority shareholder influence on governance matters .
- Section 16(a) compliance note: Eric Chen (and certain other insiders) filed one late Form 4 transaction in 2024; while minor, timely reporting is a governance hygiene factor .
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Independence & attendance confirmation:
- Board determined Eric Chen independent for all key committees; directors met attendance thresholds and attended the annual meeting, supporting board effectiveness .
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Cyber and risk oversight:
- Audit Committee explicitly oversees cybersecurity risk and major financial risk exposures—Eric Chen participates as a committee member, contributing to enterprise risk oversight .