Martin Shen

About Martin Shen

Martin J. Shen, 54, is Chief Executive Officer of FingerMotion, Inc. and a director; he was appointed CEO (and then-CFO) on December 1, 2018. He is a U.S. Certified Public Accountant and holds a BSc from the University of British Columbia . Under his tenure, shareholder return (value of an initial $100 investment) measured in the company’s Pay vs Performance disclosure was $25.00 in FY2022, $12.50 in FY2023, and $23.18 in FY2024, alongside net losses of $(4.94) million, $(7.54) million, and $(3.81) million, respectively . Prior to FNGR, Shen founded Imperial Distributors (AP Martin Pharmaceutical Supplies) in 2014 and held COO/CFO roles at Wales & Son Industrial (Weir Minerals) from 2004–2014, and started his career at PwC in Singapore, Hong Kong, and Vancouver .

Past Roles

External Roles

• No current public company directorships or external board/committee roles were disclosed for Shen .

Fixed Compensation

Notes:

• No employment agreement is in place for NEOs as of February 29, 2024 .
• The company disclosed it “did not pay any other executive compensation” to NEOs during the covered periods .

Performance Compensation

• Structure and metrics: The company states equity awards for NEOs are primarily time-vested and focused on retention; it is developing additional performance-based incentives tied to strategic and operational targets (no specific PSU metrics/weightings disclosed) .
• Clawback: FNGR adopted a Dodd-Frank/Nasdaq-compliant clawback policy on November 17, 2023, requiring recovery of erroneously awarded incentive-based compensation after any restatement, regardless of misconduct .
• Hedging/Pledging: Anti-hedging and anti-pledging policy prohibits directors/officers/employees from hedging FNGR stock and from pledging or holding on margin, absent prior approval .

Equity Ownership & Alignment

Context:

• Company-wide, the 2023 Stock Incentive Plan authorizes up to 9,000,000 shares; 6,039,100 options were outstanding as of the latest proxy . In February 2023, shareholders approved a one-time repricing of 3,571,000 options from $8.00 to $3.84 with no vesting changes (affecting insiders/directors among others) . Double-trigger change-in-control vesting is provided for under the plan; no single-trigger acceleration (except death/disability) .

Employment Terms

• Role/Start date: Appointed CEO (and then-CFO) on December 1, 2018; resigned CFO December 10, 2020 .
• Contract term: No employment agreement in place for NEOs as of February 29, 2024 .
• Severance/Change-of-Control: The company “does not have any agreements” providing for payments to NEOs upon termination, resignation, retirement, change in control, or post-change responsibilities . Equity plan provides double-trigger acceleration mechanics (plan-level) .
• Non-compete/Non-solicit/Garden leave/Consulting: Not disclosed .

Board Governance (Service, Committees, Independence)

• Board service: Shen is a continuing director nominee; all directors are elected annually . As CEO, he is not classified as independent; the non-executive directors (Wong, Leong, Ng and nominee Low) are independent under Nasdaq rules .
• Committees (independent-only): Audit (Chair: Yew Poh Leong), Compensation (Chair: Yew Poh Leong), Nominating & Corporate Governance (Chair: Yew Poh Leong), Risk & Information Security (Chair: Yew Poh Leong). All committee members are independent .
• Attendance: Board held 3 meetings in FY2024; no director attended fewer than 100% of meetings .
• Lead Independent Director: Not disclosed .
• Dual-role implications: Shen serves as CEO and director (not Chairman); independent committees and majority-independent board provide checks on executive influence .

Director Compensation

• Non-executive director cash retainer: $2,000 per month ($24,000/year) .
• For FY2024, non-executive directors (Leong, Chan, Wong, Ng) each received $24,000; stock/option awards for directors were $0 in FY2024 disclosures .
• Shen, as CEO, is not listed among non-executive director fee recipients .

Performance & Track Record (selected)

• Under Shen’s leadership, FNGR expanded beyond telecom recharge/SMS into Smart Mobility (C2 Platform integrating satellite, 5G, IoT, AI) and the DaGe automotive services marketplace (EV charging, services, and accessories), while continuing to develop the Sapientus big data/insurtech initiative .
• As of FY2025 10-K, FNGR reported continued net losses (FY2025: $(5.1) million; FY2024: $(3.8) million; FY2023: $(7.5) million) and an accumulated deficit of $34.2 million, highlighting execution and scale-up risk for new verticals .
• Pay vs Performance: TSR for the $100 hypothetical investment was $25.00 (FY2022), $12.50 (FY2023), $23.18 (FY2024); “compensation actually paid” to the CEO was $192,420, $188,280, and $218,025 for FY2022–FY2024, reflecting moderate, largely fixed pay amid losses .

Risk Indicators & Red Flags

• Option Repricing: A shareholder-approved one-time repricing in February 2023 lowered outstanding option exercise prices from $8.00 to $3.84 without vesting changes—this can reduce the performance risk of legacy awards and is often scrutinized by investors for alignment .
• No Employment/Severance Agreements: NEOs (including Shen) lack employment contracts and severance/change-in-control cash protections, which can elevate retention risk in competitive markets .
• Anti-Hedging/Pledging: Robust policy forbidding hedging and pledging (unless approved) supports alignment and mitigates collateral-driven selling risk .
• Clawback: Nasdaq- and Rule 10D-1-compliant clawback policy adopted; enhances accountability in event of restatements .
• Section 16 Compliance: No late filings disclosed for Shen; one director (Leong) reported two late Form 4s in FY2024 .

Data Appendices

Beneficial Ownership (as of Jan 30, 2025)

Outstanding Equity Awards (as of Feb 29, 2024)

Pay vs Performance Snapshot

Investment Implications

• Alignment and Risk Controls: Anti-hedging/pledging and a compliant clawback framework are positives for alignment and governance; however, the February 2023 shareholder-approved option repricing lowered exercise prices and may be viewed as reducing performance stringency on legacy awards .
• Retention Dynamics: Absence of employment agreements, severance, or change-in-control cash protections for NEOs could raise retention risk as FNGR scales new verticals, particularly given the company’s historical losses and ongoing need to fund growth .
• Potential Selling Pressure Windows: Shen’s options (strike $3.84) expire December 28, 2026; combined with time-based vesting, these create identifiable windows for potential exercise/sale activity, though pledging is prohibited and no 10b5-1 plans were adopted in the last fiscal quarter per disclosure .
• Governance Structure: Majority-independent board and fully independent committees (Audit, Compensation, N&CG, Risk & Info Security) provide counterweights to CEO-director duality and support oversight as FNGR executes Smart Mobility/DaGe expansion and insurtech initiatives .

Overall, Shen’s pay has been largely fixed (base salary) with no recent cash bonuses or new equity grants in FY2023–FY2024, while the 2023 option repricing and time-based vesting tilt the incentive mix toward retention rather than measurable performance outcomes—an important consideration for investors evaluating pay-for-performance alignment at FNGR .