Yew Poh Leong
About Yew Poh Leong
Independent director of FingerMotion since December 1, 2018; age 69 as of January 30, 2025. Over 30 years in technology and hospitality with senior leadership across Asia; currently CEO of Vertical Connection Pte Ltd (since 2002). Holds a Master’s Degree in Accounting and Finance from the University of Auckland. Biography highlights include regional leadership at Dun & Bradstreet Software and strategic roles at Keppel Telecommunications & Transportation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Radiance Hospitality Group | Group CEO | 2002–2016 | Led multi-country hotel management expansion across Malaysia, Singapore, China, Indonesia, Cambodia, Russia. |
| Keppel Telecommunications & Transportation (public) | Director of Strategic Projects | 1999–2002 | Established credit bureaus (Thailand/Malaysia); launched data centers (Singapore/Malaysia/Thailand/Philippines); call centers; public-sector application solutions. |
| Dun & Bradstreet Software (later Geac Computers) | Regional Director; Managing Director | 1988–2001 | Grew headcount from 15→250 across 8 markets; 350 regional customers; business solutions and managed services. |
| Computer Associates | Consultant | Not disclosed | Consulting assignments (details not disclosed). |
| Price Waterhouse | Consultant | Not disclosed | Consulting assignments (details not disclosed). |
| Reliance Travel | Management Consultant | Not disclosed | Management consulting (details not disclosed). |
| Razak & Co | Auditor | Not disclosed | Audit responsibilities (details not disclosed). |
External Roles
| Organization | Role | Start | Focus/Notes |
|---|---|---|---|
| Vertical Connection Pte Ltd | CEO | 2002 | Consulting/advisory in fintech, telecom services, hospitality, software. |
| Fintrux Pte Ltd | Chair, Board | 2017 | P2P lending company. |
| Vemotion APAC | Director | 2017 | Wireless video transmission over low bitrate networks. |
| VM Technology | Director | 2017 | Software/hardware; wireless video transmission. |
| BOPHUP (Singapore) | Director | Recently appointed | Business accelerator platform focused on base-of-the-pyramid entrepreneurship/markets. |
| Several private companies | Director | Not disclosed | Additional private boards (unspecified). |
Board Governance
- Independence: Board determined Yew Poh Leong is independent under Nasdaq standards.
- Committee assignments and chair roles:
- Audit Committee – Chair; designated Audit Committee financial expert. Members: Yew Poh Leong (Chair), Hsien Loong Wong, Eng Ho Ng.
- Nominating & Corporate Governance Committee – Chair. Members: Yew Poh Leong (Chair), Eng Ho Ng.
- Compensation Committee – Chair. Members: Yew Poh Leong (Chair), Eng Ho Ng.
- Risk and Information Security Committee – Chair. Members: Yew Poh Leong (Chair), Eng Ho Ng; charter adopted May 22, 2024.
- Attendance: Board met 3 times in fiscal year ended Feb 29, 2024; no director attended fewer than 100% of meetings.
- Committee composition changes: In 2024, Michael Chan served on Audit/Comp/Nominating; he resigned Nov 29, 2024, after which committees were reconstituted with Yew Poh Leong as chair across all four committees.
- Governance frameworks: Code of Business Conduct (Dec 15, 2021), anti-hedging/anti-pledging policy (Dec 15, 2021), clawback policy aligned to SEC/Nasdaq (Nov 17, 2023).
- Director elections: Annual election; holds office until next annual meeting or successor is qualified.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees earned or paid in cash ($) – Yew Poh Leong | $24,000 | $24,000 |
- Standard director cash retainer: $2,000 per month.
- No disclosed meeting fees, committee chair fees, or equity grants to directors in FY 2024.
Performance Compensation
| Metric | As of Feb 28, 2023 | As of Feb 29, 2024 | Notes |
|---|---|---|---|
| Stock options held – Yew Poh Leong (#) | 78,500 | 78,500 | Directors’ aggregate options 298,500 across the board in both periods. |
| Options exercisable within 60 days – Yew Poh Leong (#) | 47,100 | 62,800 (at 1/30/2025 record date) | Beneficial ownership definition includes options exercisable within 60 days. |
| Company outstanding option exercise price ($) | Amended to $3.84 on Feb 17, 2023 | $3.84 remains applicable to outstanding options | All outstanding stock options were repriced from $8.00 to $3.84 by shareholder approval. |
- No director RSUs/PSUs, performance metrics, or bonus-linked targets disclosed for directors.
Other Directorships & Interlocks
| Company | Public/Private | Relationship to FNGR (interlock) | Role |
|---|---|---|---|
| Keppel Telecommunications & Transportation | Public | Former employer; no disclosed transaction link to FNGR | Director of Strategic Projects (1999–2002) |
| Fintrux Pte Ltd | Private | No disclosed link | Chair |
| Vemotion APAC | Private | No disclosed link | Director |
| VM Technology | Private | No disclosed link | Director |
| BOPHUP | Private | No disclosed link | Director |
- Company reports no material related-party transactions involving directors and notes no known conflicts beyond general outside roles.
Expertise & Qualifications
- Accounting/finance expertise; designated Audit Committee financial expert under SEC Rule 10A-3.
- Deep Asia-Pacific operating experience in software, banking, telecom; multi-country expansion execution.
- Advanced degree in Accounting and Finance (University of Auckland).
Equity Ownership
| Metric | Record Date: Jan 8, 2024 | Record Date: Jan 30, 2025 |
|---|---|---|
| Beneficial ownership – shares and options (#) | 247,100 (200,000 shares + 47,100 options within 60 days) | 262,800 (200,000 shares + 62,800 options within 60 days) |
| % of shares outstanding | <1% (*) | <1% (*) |
| Shares pledged as collateral | None disclosed (anti-pledging policy prohibits pledging absent N&CG approval) | None disclosed (policy in effect) |
Insider Trades and Compliance
| Item | Fiscal Year | Detail |
|---|---|---|
| Section 16(a) compliance | 2024 | Two late filed Form 4s by Yew Poh Leong. |
Governance Assessment
- Strengths
- Independence affirmed; 100% board meeting attendance in FY 2024.
- Serves as Audit Committee financial expert; breadth in finance/operations across APAC supports oversight effectiveness.
- Clawback, Code of Conduct, and anti-hedging/anti-pledging policies in place; Risk & Information Security Committee established (May 2024).
- Concerns / RED FLAGS
- Concentration of authority: chairs Audit, Compensation, Nominating & Corporate Governance, and Risk & Information Security committees—unusual for best-practice segregation; may dilute checks/balances.
- Company-wide option repricing (Feb 2023) from $8.00 to $3.84—shareholder-approved but generally a governance caution, potentially affecting director options.
- Compliance lapse: two late Form 4s in FY 2024.
- Related-party exposure: Company discloses no material related-party transactions involving directors and reports no known conflicts beyond general outside roles.
- Auditor oversight: Audit Committee approved transition from Centurion ZD CPA & Co. to CT International LLP (Sept 10, 2024); no disagreements reported—neutral signal, but underscores importance of robust audit oversight.
Overall, Yew Poh Leong brings substantial finance and operating expertise and demonstrates strong engagement, but the aggregation of chair roles plus historical option repricing and late Section 16 filings are governance flags to monitor for board effectiveness and shareholder alignment. **[1602409_0001520138-25-000049_def14a.htm:17]** **[1602409_0001520138-25-000049_def14a.htm:16]** **[1602409_0001520138-24-000027_def14a.htm:24]** **[1602409_0001520138-25-000049_def14a.htm:23]**