Jian Guo
About Jian Guo
Jian Guo, 46, is Karat Packaging’s Chief Financial Officer (since February 2022) and a non‑independent director (appointed September 1, 2023). She oversees FP&A, reporting and compliance, risk management, and IR; prior roles include SVP Corporate Controller, Senior Director of Financial Reporting, and assurance senior manager at Ernst & Young. She holds an M.S. in Business Administration from Pennsylvania State University . KRT’s board structure features an executive Chair/CEO with a Lead Independent Director and fully independent Audit, Compensation, and N&CG committees, mitigating dual‑role concerns from Ms. Guo’s CFO/director status .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Resources Connection, Inc. (Nasdaq: RGP) | SVP, Corporate Controller | Not disclosed | Led public company controllership; SEC reporting and audit oversight . |
| Newegg Inc. | Senior Director, Financial Reporting | Not disclosed | Managed international e‑retailer SEC reporting; multi-entity coordination . |
| Ernst & Young, LLP | Assurance Senior Manager | ~9 years (tenure noted, years not dated) | Led IPO/SEC engagements; managed multiple audit teams . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | Company reports no related party transactions for Ms. Guo under Item 404 . |
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary | $350,000 | $350,000 |
| Stock Awards (Fair Value) | — | $705,120 |
| All Other Compensation (Board meeting fees) | $7,500 | $37,500 |
| Total | $357,500 | $1,092,620 |
Notes:
- Board meeting fees are $7,500 per meeting; executives serving as directors receive these fees .
Performance Compensation
Equity Grants and Vesting
| Award Type | Grant Date | Quantity | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs | 3/12/2024 (CFO Amendment) | 24,000 | Included in $705,120 2024 stock awards | 8,000 vest each on May 12, 2024; May 12, 2025; May 12, 2026 | If Ms. Guo resigns or is terminated before May 12, 2026, she is entitled to receive such RSUs subject to Section 5 of her agreement . |
| Stock Options | 2/1/2022 | 22,333 exercisable; 16,667 unexercisable (as of 12/31/2024) | — | Time-based over 3 years; 1/3 annually on each anniversary | Strike $16.53; expiration 1/31/2032 . |
Policies:
- Company historically did not grant option-like instruments in 2024; no timing around MNPI disclosures; standard clawback policy adopted per SEC/Nasdaq rules .
Incentive Metrics and Payouts
| Plan/Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (CFO) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | N/A (not disclosed in proxies) |
| RSUs (time-based) | N/A | N/A | N/A | Time-based | May 12, 2024/2025/2026 |
| Options (time-based) | N/A | N/A | N/A | Time-based | 1/3 per year over 3 years |
Equity Ownership & Alignment
Beneficial Ownership
| Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Record Date 4/22/2024 | 47,435 | <1% |
| Record Date 4/21/2025 | 69,530 | <1% |
Group control: Directors/officers as a group held ~66% voting power in 2024–2025 .
Holdings Breakdown
| As of | Exercisable Options | Unexercisable Options | RSUs Unvested | RSU Market Value (Company method) | Notes |
|---|---|---|---|---|---|
| 12/31/2023 | 13,667 | 33,333 | 3,750 | $93,188 (at $24.85 close) | — |
| 12/31/2024 | 22,333 | 16,667 | 16,000 | $484,160 (at $30.26 close) | — |
Alignment and risk flags:
- Pledging: Company reports no pledges or arrangements likely to change control; none indicated for Ms. Guo .
- Ownership guidelines: Not disclosed in proxies.
- Hedging policy: Insider trading policy in place .
Employment Terms
| Term | Detail |
|---|---|
| Employment Status | At-will; standard confidential information/invention assignment/arbitration agreement . |
| Current Agreement | CFO Amendment effective 3/12/2024; initial term to 3/12/2026 with automatic extensions unless either party gives 60 days’ notice . |
| Base Salary | $350,000 per year . |
| RSU Grant | 24,000 RSUs; vest on 5/12/2024, 5/12/2025, 5/12/2026; protective entitlement to vesting subject to Section 5 upon certain separation scenarios . |
| Severance | If terminated for cause or without good reason, no severance; only accrued salary, reimbursable expenses, and plan benefits; other severance terms not disclosed . |
| Change-of-Control | Not disclosed in proxies. |
| Clawback Policy | Adopted per SEC/Nasdaq; applies to incentive comp upon restatement . |
| Insider Trading Policy | Adopted and posted; applies to directors and officers . |
Board Governance
- Board service: Director since September 1, 2023; non-independent director .
- Committee roles: Audit, Compensation, and N&CG Committees are fully independent (Paul Y. Chen, Eve Yen, Eric Chen); Ms. Guo does not serve on these committees .
- Board leadership: CEO also Chair; Lead Independent Director (Paul Y. Chen) provides counterbalance and presides over independent director sessions .
- Attendance: In 2024, each director attended at least 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
Director Compensation (for Jian Guo)
| Component | FY 2024 |
|---|---|
| Board Meeting Fees | $37,500 (at $7,500 per meeting) |
Note: Equity grants shown for non-employee directors (2,000 RSUs on 5/7/2024) are not applicable to Ms. Guo as an employee director .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $422.96M * | $405.65M * | $422.63M * |
| EBITDA (USD) | $40.39M* | $55.38M* | $51.19M* |
| Net Income (USD) | $23.65M * | $32.47M * | $29.98M * |
Values retrieved from S&P Global.*
Observations:
- Revenue rebounded in FY 2024 vs FY 2023 while net income moderated vs FY 2023 levels .
- EBITDA improved vs FY 2022 and remained elevated vs pre-2023 levels (S&P Global).*
Risk Indicators & Red Flags
- Late Form 4: Company disclosed one late Form 4 transaction filed by Jian Guo for the year ended 2024 .
- Related party transactions: None for Ms. Guo; Item 404 states no such transactions requiring disclosure for her .
- Dual role: CFO and director; independence risk mitigated by a Lead Independent Director and fully independent key committees .
- Pledging/hedging: No pledges reported; insider trading policy in place .
Compensation Structure Analysis
- Shift to equity in 2024: Ms. Guo’s 2024 compensation was predominantly equity via RSUs ($705,120), versus cash-only in 2023—consistent with retention and alignment signaling .
- Options vs RSUs: Time-based RSUs (lower risk) predominate post-2024; options from 2022 remain outstanding with long-dated expiry (2032) .
- Guaranteed vs at-risk: Base salary stable at $350,000; equity at-risk via time-based vesting; no disclosed annual bonus metrics or payouts .
- Clawback: Strengthens downside accountability for incentive compensation .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay proposal presented annually; approval percentages and historical voting outcomes not disclosed in the proxies reviewed .
Expertise & Qualifications
- Education: M.S., Business Administration, Pennsylvania State University .
- Technical/functional: SEC reporting, audit management, controllership, risk oversight .
- Board qualifications: Non‑independent executive director; board comprises three independent directors with strong financial, legal, and operational expertise .
Equity Ownership & Alignment – Additional Notes
- Ownership level: <1%, with increased beneficial shares from 2024 to 2025 .
- Exercisable options and upcoming RSU vest dates (May 12, 2025; May 12, 2026) may create discrete windows for potential insider transactions, subject to policy and blackout periods .
Compensation Committee Analysis
- Composition: Independent directors (Chair: Eve Yen; members: Paul Y. Chen, Eric Chen); use of clawback policy; oversight of officer compensation and succession planning .
- Consultant use and peer group: Not disclosed.
Employment Terms – Contract Clauses
| Clause | Description |
|---|---|
| Auto-Renewal | CFO term auto-extends unless 60 days’ prior written notice . |
| Severance Multiples | Not disclosed; termination for cause/without good reason yields no severance . |
| Change-of-Control | Not disclosed. |
| Non-Compete/Non-Solicit | Not disclosed. |
| Garden Leave/Consulting | Not disclosed. |
Investment Implications
- Alignment and retention: The 24,000 RSU grant vesting through May 2026 signals retention emphasis and may dampen near‑term departure risk; watch for vesting‑related liquidity windows in May 2025 and May 2026 .
- Selling pressure: With 16,000 RSUs unvested at 12/31/2024 and options partially exercisable, monitor filings and trading windows around vest dates and earnings periods; one late Form 4 in 2024 warrants attention to compliance discipline .
- Governance quality: Dual CFO/director role is offset by independent Audit/Comp/N&CG committees and a Lead Independent Director; however, executive board fees and concentrated insider ownership (>66% group voting power) suggest insiders can influence outcomes—factor into governance risk pricing .
- Pay-for-performance visibility: Absence of disclosed bonus metrics/targets reduces transparency; equity grants are time-based rather than performance-vested, which can dilute pay-performance linkage—engage management on evolving incentive metric design .
- Operating execution: Company-level revenues recovered in FY 2024 versus FY 2023 with solid EBITDA levels; continued focus on profitability and working capital execution under CFO oversight supports fundamentals, but lack of disclosed TSR targets or PSU metrics limits forward alignment optics (S&P Global data and proxies) * * *.
Values retrieved from S&P Global.*