Chad Chen
QLGNAbout Chad Chen
Chad Chen (age 42) was appointed to Qualigen Therapeutics’ Board on October 2, 2025. He is a partner at Yoka | Smith, LLP (since 2012), a litigator and corporate counsel, and serves on Faraday Future’s board. He holds a JD from Southwestern Law School and a BA in Economics and Political Science from UC Irvine .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Yoka | Smith, LLP | Partner | 2012–present |
| Alternative energy company | In-house counsel | Prior to Yoka | Corporate counsel experience |
| Collins + Collins, LLP (formerly Collins Collins, Muir + Stewart LLP) | Associate | Prior to Yoka | Litigation associate |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Faraday Future Intelligent Electric Inc. (FFIE) | Director | 2022–present | Chair, Nominating & Corporate Governance; member Audit Committee (as of 2023) |
Board Governance
- QLGN committee assignments: Audit Committee member; Nominating & Corporate Governance member; Compensation Committee member .
- Audit Committee chaired by Jie Sheng; members include Graydon Bensler and Chad Chen .
- Independence status for Chen at QLGN not expressly stated in disclosures; Kevin Chen is labeled “Independent Director” in the same appointments .
- No director compensation arrangements were entered into at Chen’s appointment (to be determined) .
- Governance context: Chen’s FFIE directorship coincides with FFIE’s role as Lead Investor in QLGN’s $41M private placement and board representation rights, signaling potential influence channels .
Fixed Compensation
| Component | QLGN Disclosure | Amount/Terms |
|---|---|---|
| Appointment terms | No compensation arrangements at appointment | None disclosed |
| 2023 Director cash retainer (program reference) | Non-employee directors eligible cash retainer | $35,000 |
| Audit Committee chair (program reference) | Additional cash | $15,000 |
| Other committee chairs (program reference) | Additional cash | $10,000 |
| Committee member fees (program reference) | Audit / other committees | $7,500 / $5,000 |
| Temporary reductions | 20% cut Jan 2023; reinstated Aug 1, 2023 | Program history reference |
Note: The 2023 program is QLGN’s general director compensation framework; Chen’s specific QLGN pay has not been disclosed as of appointment .
Performance Compensation
| Equity Plan Element | QLGN 2025 Equity Incentive Plan | Terms |
|---|---|---|
| Share pool | Initial availability | 20% of common stock outstanding post-Offering |
| Evergreen increase | Annual addition through 2046 | 10% of shares outstanding each Jan 1 (Board may set lesser amount) |
| Award types | Options, SARs, RSUs, Restricted Stock, Performance Awards, Other Stock Awards | Committee-administered |
| Repricing | Options/SARs may be repriced, exchanged or cashed out without stockholder approval | Governance risk indicator |
| Clawback | Awards subject to clawback/recoupment policy and law | Dodd-Frank compliant |
| CIC treatment | Potential acceleration/substitution/cash-out at Change in Control | Committee discretion |
Performance metric framework (plan-level, used to set award conditions):
- Metrics may include TSR, EPS, ROE/ROA, EBITDA/EBITDA margin, operating income/margin, revenues, operating expenses/cost reduction, market share, cash flow/free cash flow, price-to-earnings growth, strategic objectives (launches, projects, financings), and comparative targets; Committee may adjust for extraordinary items .
- Plan administration allows vesting/performance acceleration at Committee discretion .
No RSU/option grants to Chen at QLGN have been disclosed as of his appointment; table reflects plan architecture, not individual awards .
Other Directorships & Interlocks
| Interlock/Relationship | Description | Governance Implication |
|---|---|---|
| FFIE Lead Investor | FFIE committed $30M+; QLGN sold $41M of common and Series B Preferred; FFIE is Lead Investor; conversion at $2.246 (pref), with stockholder approval for >19.99% cap | Potential investor influence; equity issuance and change-of-control considerations under Nasdaq rules |
| Board designees | Lead Investor Agreement required appointing Chen and Jie Sheng as Investor Designees; future expansion to 7-member board post-approval | Board composition influenced by Lead Investor |
| Auditor | QLGN engaged MGO as new auditor; MGO also audits FFIE | Shared auditor increases perceived alignment and potential conflict risk |
| Management ties | QLGN appointed Jiawei Wang (FF leadership) as Co-CEO and Koti Meka (FF CFO) as CFO | Heightened strategic and governance linkage to Lead Investor |
Expertise & Qualifications
- Litigation and corporate advisory background across complex commercial disputes and regulatory engagements (Treasury, Commerce, ITC, tax authorities) .
- Chair experience in nominating/governance and service on audit committees at FFIE .
- Legal credentials (JD Southwestern Law; BA UC Irvine) align with board governance, risk oversight, and compliance functions .
Equity Ownership
| Holder | Beneficial Ownership | As of |
|---|---|---|
| Chad Chen | Less than 1% of QLGN common stock | Record date September 22, 2025 |
Governance Assessment
- Committee influence and investor alignment: Chen sits on all three key QLGN committees (Audit, Compensation, Nominating & Governance) while being a FFIE director; FFIE is QLGN’s Lead Investor with board designation rights—this interlock creates heightened conflicts-of-interest risk and perceived influence on oversight and pay decisions .
- Shared auditor: Engagement of MGO (also FFIE’s auditor) may raise independence optics; boards must ensure robust auditor oversight and clear conflict safeguards .
- Pay governance signal: The 2025 Equity Plan permits option/SAR repricing without shareholder approval, a shareholder-unfriendly provision; Compensation Committee (including Chen) should adopt guardrails to avoid value transfers absent clear performance rationale .
- Ownership alignment: Chen’s disclosed QLGN ownership is <1%, suggesting limited direct “skin-in-the-game” unless future equity grants are awarded under the 2025 plan .
- Independence: Disclosures label Kevin Chen as “Independent Director”; no explicit independence designation for Chad Chen in QLGN filings; given FFIE ties, independence determinations should be documented to meet Nasdaq committee independence requirements .
RED FLAGS
- Investor-board interlock with FFIE and committee ubiquity (Audit/Comp/NomGov) .
- Shared auditor with Lead Investor (MGO) .
- Plan-level repricing without shareholder approval .
Additional Context
- Special meeting and equity proposals sought stockholder approval for preferred conversion and equity plan, emphasizing ongoing capital structure changes and board composition rights granted to Lead Investor .
- No QLGN director compensation details for Chen at appointment; prior director program referenced for context only .