Heidy Chow
About Heidy Chow
Heidy K. Chow is Chief Financial Officer (since September 2020), Secretary, and a Director of Snail, Inc. (SNAL). She is a licensed CPA, holds a B.S. from California Polytechnic University, Pomona, and previously worked at EY and as a partner at The Pun Group LLP . She is 46 and has served on SNAL’s board since January 11, 2022; she also serves on the board of Snail Games USA, Inc. . Under her tenure, SNAL’s revenue increased from FY2023 to FY2024 and EBITDA returned to positive in 2024 (see Performance & Track Record) [Values retrieved from S&P Global].
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Snail, Inc. | Chief Financial Officer; Secretary; Director | CFO since Sep 2020; Director since Jan 11, 2022 | Leads finance and SEC reporting; board oversight and corporate secretary responsibilities |
| The Pun Group, LLP | Partner | Aug 2015 – Sep 2020 | Led public company audit/advisory engagements; prepares executive for public company finance rigor |
| Ernst & Young | Manager | Jul 2014 – Jun 2015 | Managed audit/advisory work at Big Four, enhancing controls/GAAP expertise |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Franklin Wireless Corp. | Director; Chair of Audit Committee | Since Dec 2019 | Public company audit committee chair experience |
| VirnetX Holding Corporation | Independent Board Member | Since Jun 2024 | Independent directorship in technology/IP company |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 380,000 | 380,000 | 380,000 |
| Stock Awards ($) | 1,310,000 (IPO PSUs grant-date fair value) | — | — |
| All Other Compensation ($) | 16,423 | 15,329 | 17,716 |
| Total ($) | 1,706,423 | 395,329 | 397,716 |
Notes: 2024 “All Other Compensation” for Ms. Chow includes 401(k) match $8,284, healthcare $8,782, and phone allowance $650 . As an emerging growth company, SNAL provides reduced executive compensation disclosures and is exempt from say‑on‑pay .
Performance Compensation
| Component | Metric | Tranches (Vesting %) | Trigger/Target | Vesting Dates | Status Disclosure | Grant Details |
|---|---|---|---|---|---|---|
| Performance Stock Units (PSUs) | “Average Annual Growth Rate” (AAGR) as defined in award | 10% | AAGR ≥ 15% over 1-year post-IPO | Nov 9, 2023 | Not disclosed | Ms. Chow was granted 262,080 PSUs on Nov 9, 2022 under the 2022 Plan |
| 15% | AAGR ≥ 30% over 2 years | Nov 9, 2024 | Not disclosed | See vesting mechanics | ||
| 20% | AAGR ≥ 45% over 3 years | Nov 9, 2025 | Not disclosed | |||
| 25% | AAGR ≥ 60% over 4 years | Nov 9, 2026 | Not disclosed | |||
| 30% | AAGR ≥ 75% over 5 years | Nov 9, 2027 | Not disclosed | If 75% AAGR achie ved before year 5, all unvested PSUs vest |
Additional details and plan oversight:
- PSUs were one-time “IPO Founder Grants” under the 2022 Omnibus Incentive Plan; no additional PSUs were granted to Ms. Chow in 2023 or 2024 .
- No option awards have been granted to NEOs as of the record date .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common) | Ms. Chow reported no beneficial ownership of Class A or Class B common shares as of April 22, 2025 . |
| Unvested PSUs outstanding | 262,080 PSUs; market value $487,469 at $1.86 close on 12/31/2024 . |
| Options (exercisable/unexercisable) | None disclosed; no option awards outstanding in tables . |
| Ownership guidelines | Not disclosed in proxy. |
| Pledging/hedging | No pledging by Ms. Chow is disclosed. SNAL’s Insider Trading Policy prohibits trading on MNPI, allows Rule 10b5‑1 plans with pre‑clearance; hedging/pledging prohibitions are not explicitly described in the proxy . |
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | Offer letter dated Aug 18, 2020; employed at-will . |
| Base salary | $380,000 . |
| Bonus eligibility | Eligible for annual cash/equity bonuses at Board discretion under the 2022 Plan . |
| Non-compete / Non‑solicit | Ms. Chow agreed not to compete during employment and not to solicit customers/employees for two years post-termination . |
| Severance / Change‑of‑Control | Not disclosed in proxy. |
| Clawback | Not disclosed in proxy. |
| Insider trading policy | Pre-clearance required for insiders; blackout periods enforced; 10b5‑1 trading plans permitted . |
Board Governance
| Aspect | Details |
|---|---|
| Board service | Director since Jan 11, 2022; also Director of Snail Games USA, Inc. since Nov 2021 . |
| Committee roles | Chair, Nominating & Corporate Governance Committee; Member, Compensation Committee . |
| Independence | SNAL is a controlled company under Nasdaq rules; only 3 of 8 directors are independent (37.5%). Ms. Chow is not independent and serves on the Compensation Committee under controlled-company exemptions . |
| Board attendance | In FY2024, the Board met five times; each director attended ≥75% of applicable meetings . |
| Executive sessions | Independent directors typically hold an executive session at each quarterly meeting . |
| Dual-role implications | CFO serving as Director, Chair of Nominating & Governance, and member of Compensation Committee raises independence considerations; permitted under controlled‑company exemptions but atypical for non‑controlled companies . |
Director Compensation (context)
- Non-employee directors receive cash retainers ($40k; chair and committee chair supplements) and RSUs; NEOs (like Ms. Chow) are excluded from the non-employee director compensation program .
- Independent directors’ RSUs vest quarterly; forfeited if service ends; details in policy .
Performance & Track Record
SNAL financial performance during Ms. Chow’s tenure as CFO:
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue | 74,444,141 | 60,902,098 | 84,467,047 |
| EBITDA | 6,596,092* | -8,475,416* | 4,200,608* |
Values retrieved from S&P Global.
- Asterisk indicates values retrieved from S&P Global without document citations.
Implications:
- Revenue increased in 2024 vs. 2023; EBITDA turned positive in 2024, potentially improving the outlook for performance-based equity vesting (subject to AAGR definitions in award agreements) [Values retrieved from S&P Global] .
Compensation Structure Analysis
- Mix and trend: 2022 total pay was equity-heavy due to IPO PSUs; 2023–2024 comp was predominantly fixed salary with modest perquisites; no new stock awards to Ms. Chow disclosed in 2023–2024 .
- Performance linkage: PSUs vest only if multi‑year AAGR hurdles are met; if the 75% AAGR is achieved anytime in the 5-year window, remaining unvested PSUs vest in full, aligning pay with rigorous growth outcomes .
- Option usage: None; shift is to PSU/RSU rather than options (lower leverage, longer retention) .
- Discretionary bonuses: Eligibility disclosed; specific targets/weightings for annual bonuses not disclosed .
- Clawback/CoC: Not disclosed—limits visibility on recourse and parachute economics.
Risk Indicators & Red Flags
- Governance concentration: Controlled company status; Chair/Co‑CEO (Hai Shi) and spouse (Ying Zhou) control 97.14% voting power through Class B shares; only 37.5% independent directors .
- Committee independence: CFO (non‑independent) serves on Compensation Committee and chairs Nominating & Governance under controlled‑company exemptions—potential independence concerns .
- Related‑party transactions: Significant licensing/payments with SDE (controlled by director Ying Zhou); while not tied to Ms. Chow personally, such transactions elevate governance scrutiny .
- Pledging/hedging: No disclosure of pledging by Ms. Chow; insider trading policy permits 10b5‑1 plans with pre‑clearance .
- Say‑on‑Pay: Exempt as EGC, limiting shareholder feedback loop on pay practices .
Equity Ownership & Alignment Detail
| Category | Shares / $ | Notes |
|---|---|---|
| Beneficial ownership (Class A) | 0 | As of Apr 22, 2025 |
| Beneficial ownership (Class B) | 0 | As of Apr 22, 2025 |
| Unvested PSUs (12/31/2024) | 262,080 | IPO Founder Grant; unearned at target count basis |
| Market value of unvested PSUs (12/31/2024) | $487,469 | 262,080 × $1.86 close |
| Options (exercisable/unexercisable) | 0 / 0 | No options disclosed |
| Ownership guidelines | N/A | Not disclosed in proxy |
Committee & Compensation Governance
| Item | Details |
|---|---|
| Compensation Committee | Ying Zhou (Chair), Neil Foster (independent), Heidy K. Chow (CFO); met once in 2024; charter allows independent advisors . |
| Nominating & Governance | Heidy K. Chow (Chair), Peter Kang, Sandra Pundmann; no meetings in 2024; charter authority to retain advisors . |
| Audit Committee | Independent: Sandra Pundmann (Chair; financial expert), Neil Foster, Ryan Jamieson . |
Investment Implications
- Alignment: Ms. Chow’s 2022 PSU grant creates multi‑year, performance‑contingent upside; no additional equity grants in 2023–2024 and zero reported beneficial ownership of common stock reduce immediate insider selling pressure but also lower near‑term “skin in the game” aside from PSUs .
- Retention: A two‑year post‑termination non‑solicit and PSU vesting cliffs tied to AAGR targets promote retention; absence of disclosed severance/CoC terms limits visibility on exit costs .
- Governance risk: Controlled‑company structure and CFO’s dual roles (director; comp committee member; nominating committee chair) elevate independence concerns; ongoing related‑party transactions require continued monitoring .
- Performance: FY2024 inflection in EBITDA and stronger revenue provide a better backdrop for achieving PSU thresholds, but vesting outcomes depend on award‑defined AAGR calculations not disclosed in the proxy [Values retrieved from S&P Global] .
S&P Global disclaimer: Financial values in the Performance & Track Record table are retrieved from S&P Global. EBITDA values are marked with an asterisk to indicate no document citations.