Hai Shi
About Hai Shi
Hai Shi is Founder, Chief Executive Officer (as of October 6, 2025), Chief Strategy Officer, Chairman of the Board, and a director of Snail, Inc.; he has served on the Board since January 11, 2022, was appointed Chief Strategy Officer on March 27, 2023, Co-CEO on April 15, 2024, and CEO per the October 10, 2025 offer letter amendment . He previously served as CEO of Snail Games USA from inception to November 2021 and founded Suzhou Snail Digital Technology Co., Ltd. in April 2001, with 20+ years of gaming industry experience . Mr. Shi holds a Bachelor of Fine Arts from Nanjing Normal University and was age 52 in the 2025 proxy (age 51 in 2024; 50 in 2023) . He (and spouse Ying Zhou) beneficially control all 28,748,580 Class B shares, representing approximately 97.14% of total voting power via Olive Wood Global Development Limited and Amethyst Fortune Development Limited, underscoring decisive voting control and alignment with founder interests .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Snail, Inc. | Chairman of the Board; Director | Director since Jan 11, 2022 | Founder leadership and governance continuity |
| Snail, Inc. | Chief Strategy Officer | Since Mar 27, 2023 | Strategic oversight post-IPO; aligns product and corporate strategy |
| Snail, Inc. | Co-Chief Executive Officer | Apr 15, 2024 – Oct 6, 2025 | Executive transition management following CEO resignation |
| Snail, Inc. | Chief Executive Officer | Since Oct 6, 2025 | Consolidated executive leadership per offer letter amendment |
| Snail Games USA | Chief Executive Officer | Inception to Nov 2021 | Built U.S. operations; led growth and publishing activities |
| Suzhou Snail Digital Technology Co., Ltd. | Founder, Chair, CEO | Since Apr 2001 | Founded parent; long-term industry track record |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Suzhou Snail Digital Technology Co., Ltd. | Founder, Chair, CEO | Since Apr 2001 | Upstream control and strategic influence over global operations |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | 292,178 | 400,000 | 440,000 (effective Oct 6, 2025) |
| All Other Compensation ($) | 6,111 | 30,284 | — |
| Total ($) | 298,239 | 430,284 | — |
Notes
- 2023 “All Other Compensation” included healthcare benefits of $4,761 and parking/cell allowances of $1,350 .
- Employment is at-will under the March 27, 2023 offer letter; eligible for discretionary annual bonus .
Performance Compensation
- Discretionary annual bonus eligibility; no disclosed target percentage or formula for Mr. Shi in the proxy/8-K filings .
- PSUs were awarded to NEOs in connection with the November 4, 2022 IPO, valued under ASC 718 assuming performance; however, no specific 2023–2024 stock awards were disclosed for Mr. Shi and detailed PSU metrics/vesting for him are not itemized in the proxies .
- As a management director, Mr. Shi is not entitled to non-employee director RSU awards; independent directors receive $60,000 initial and $60,000 annual RSUs vesting quarterly, but this excludes Mr. Shi .
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Discretionary | — | Not disclosed | Not disclosed | Not disclosed | N/A |
| PSUs (IPO Founder Grants) | Not disclosed | — | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
| Director RSUs | N/A for Mr. Shi | — | — | — | — | — |
Equity Ownership & Alignment
| Holder/Entity | Class A Shares | Class B Shares | % Voting Power |
|---|---|---|---|
| Olive Wood Global Development Limited (controlled by Hai Shi) | — | 24,103,590 | 81.4% (of total voting power) |
| Amethyst Fortune Development Limited (controlled by Ying Zhou) | — | 4,644,990 | 15.7% (of total voting power) |
| Hai Shi (aggregate through Olive Wood and spouse’s Amethyst) | — | 28,748,580 | 97.14% (aggregate voting power) |
Additional alignment points
- Dual-class structure: Class B shares carry 10 votes per share vs. 1 vote for Class A, concentrating control with Mr. Shi and spouse .
- No pledging, hedging, or ownership guideline disclosures specifically applicable to Mr. Shi were identified in the proxies; insider trading policy requires preclearance and restricts trading during blackout periods .
Employment Terms
| Term | Details |
|---|---|
| Role transitions | CSO offer letter signed Mar 27, 2023; appointed Co-CEO Apr 15, 2024; amended to CEO with $440,000 salary effective Oct 6, 2025 |
| Contract type | At-will employment under offer letter |
| Base salary | $400,000 (CSO/Co-CEO); increased to $440,000 (CEO) |
| Bonus eligibility | Discretionary annual bonus; no target formula disclosed |
| Non-compete / Non-solicit | Two-year non-compete and two-year non-solicitation post-service for Mr. Shi |
| Severance / CoC | No severance multiples, golden parachute, or change-of-control (single/double trigger) terms disclosed for Mr. Shi in the cited filings |
| Indemnification | Standard D&O indemnification agreements and D&O insurance |
Board Governance
- Board service: Director since January 11, 2022; Chair of the Board (non-independent) .
- Committee structure and independence (selected highlights):
- Audit Committee chaired by Sandra Pundmann; independent directors include Pundmann, Neil Foster, Ryan Jamieson .
- Compensation Committee chaired by Ying Zhou (spouse of Mr. Shi), indicating potential independence considerations given family relationship within a controlled company .
- Nominating & Corporate Governance Committee chaired by Heidy K. Chow .
- Director compensation program: Non-employee directors receive $40,000 annual cash retainers; committee chairs $20,000; chair of the board (if non-employee) $110,000; independent directors receive $60,000 initial and annual RSUs vesting quarterly; Mr. Shi is not entitled to director equity awards and is compensated via his executive role .
- 2025 Annual Meeting results: Mr. Shi received 287,592,132 votes “For” with 50,128 withheld, reflecting the impact of Class B voting control on election outcomes .
Director Compensation (Mr. Shi)
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 37,500 | — | 37,500 |
| 2024 | — | — | — |
Note: As a management director, Mr. Shi’s primary compensation is via his executive salary; he does not receive RSUs under the non-employee director program .
Related Party Transactions and Red Flags
- INDIEV lease: Property occupied by INDIEV (owned/controlled by Mr. Shi) under a 2017 lease; ongoing proceeding regarding extension validity; indemnity and reimbursement agreement entered April 2023 whereby INDIEV assumed obligations and indemnified Snail Games USA .
- Loans: Historical “Shi Loan” line of credit up to $100 million (2% interest) to Mr. Shi was distributed in April 2022 to Suzhou Snail (dividend in-kind and cash), removing it from Snail Games USA’s balance sheet; withholdings totaled $8.2 million .
- Controlled company status: Concentrated voting control (97%+) via Class B raises independence considerations for board decisions and compensation oversight .
Say-on-Pay & Shareholder Feedback
- Emerging growth company: Exempt from nonbinding advisory vote on executive compensation; thus no historical say-on-pay percentages are available .
- 2025 director election votes showed overwhelming support consistent with dual-class structure .
Expertise & Qualifications
- Education: Bachelor of Fine Arts, Nanjing Normal University .
- Industry experience: 20+ years in gaming; founder credentials across Suzhou Snail and Snail Games USA .
- Board qualifications: Chair of the Board with executive management background .
Compensation Structure Analysis
- Shift to cash-based executive pay: 2023–2024 proxies show no new equity awards for Mr. Shi; compensation is primarily base salary with discretionary bonus eligibility .
- 2025 salary increase: Base increased to $440,000 effective October 6, 2025, signaling consolidation into single-CEO role and potential retention emphasis .
- Director equity exclusions: Mr. Shi does not receive director RSUs, focusing alignment through ownership/control rather than annual director equity grants .
Investment Implications
- Alignment: Founder control with 97%+ voting power creates strong strategic alignment but limits minority shareholder influence; governance risk elevated given family ties on the Compensation Committee .
- Pay-for-performance visibility: Lack of disclosed bonus targets, PSU metrics, or equity grants for Mr. Shi in 2023–2024 constrains pay-for-performance assessment; investors should monitor future filings for performance-linked awards .
- Retention and role consolidation: 2025 raise to $440,000 and transition from Co-CEO to CEO suggest stability and concentration of decision-making; retention risk appears low given founder status and control .
- Related party risk: INDIEV lease litigation and prior loan arrangements introduce conflict-of-interest scrutiny; continued board and audit oversight of related-party dealings is essential .
- Trading signals: With no disclosed pledging and an insider trading policy in place, watch for Form 4 activity and any future lock-up or conversion dynamics tied to Class B shares; dual-class structure likely sustains governance premium/discount depending on investor base .