Jim Tsai
About Jim Tsai
Former Chief Executive Officer of Snail, Inc. (resigned April 15, 2024) and continuing Board member since 2022; age 66; BFA from Chinese Culture University. Prior roles include CEO of Snail Games USA (2021–2024), COO of Snail Games USA (2020–2021), CEO of SDE Inc. (2015–2020), and VP, Snail Games USA (2014–2015) . The Board does not classify him as an independent director (only 3 of 8 directors are independent: Pundmann, Foster, Jamieson) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Snail, Inc. | Chief Executive Officer; Director | CEO: Nov 1, 2021 – Apr 15, 2024; Director since 2022 | Resigned as CEO effective Apr 15, 2024; remains on Board |
| Snail Games USA (subsidiary) | Board Member | Since Nov 2021 | — |
| Snail Games USA (subsidiary) | Chief Operating Officer | Oct 2020 – Nov 2021 | Oversaw operations prior to CEO role |
| SDE Inc. (video game developer) | Chief Executive Officer | Oct 2015 – Sep 2020 | Led developer that licenses ARK IP to Snail; historical tie to material RPTs at Snail |
| Snail Games USA (subsidiary) | Vice President | Apr 2014 – Sep 2015 | Business leadership within US operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed for Tsai . |
Board Governance
- Independence: Not independent under Nasdaq/SEC rules; Board independence count is 3/8 (Pundmann, Foster, Jamieson) .
- Committee Assignments (2025 slate): No current committee roles; Audit (Pundmann Chair; Foster, Jamieson), Compensation (Zhou Chair; Foster, Chow), Nominating & Governance (Chow Chair; Kang, Pundmann) .
- Attendance/Engagement: Board met 5 times in FY2024; each director attended ≥75% of aggregate Board and committee meetings; independent directors hold executive sessions at quarterly meetings .
- Controlled Company: SNAL is a Nasdaq “controlled company” (Shi/Zhou >50% voting power) and uses exemptions from certain governance requirements (e.g., majority independent board, fully independent comp/nom committees) .
Committee Membership Snapshot (Tsai)
| Committee | Member? | Chair? |
|---|---|---|
| Audit | No | — |
| Compensation | No | — |
| Nominating & Corporate Governance | No | — |
Fixed Compensation
| Component | 2024 | 2023 | Notes |
|---|---|---|---|
| Base Salary (as CEO through 4/15/24) | $312,120 | $563,859 | Partial-year 2024 due to CEO resignation effective Apr 15, 2024 . |
| Director Cash Retainer (post-CEO) | $120,000 per year (disclosed once) ; $150,000 per year (disclosed later) | — | Proxy contains conflicting statements on Tsai’s director cash retainer; both amounts are disclosed within 2025 DEF 14A . |
Note: Non-employee independent directors receive $40,000 cash annual retainer; Audit Chair receives $60,000 cash per proxy table; Tsai’s cash retainer is materially higher than peers .
Performance Compensation
| Element | Grant/Measure | Terms | Outstanding/Value |
|---|---|---|---|
| IPO Founder PSUs (granted at IPO) | AAGR (Average Annual Growth Rate) performance metric | Tranche schedule: 10% (11/9/2023; ≥15% AAGR 1-yr), +15% (11/9/2024; ≥30% AAGR 2-yr), +20% (11/9/2025; ≥45% AAGR 3-yr), +25% (11/9/2026; ≥60% AAGR 4-yr), +30% (11/9/2027; ≥75% AAGR 5-yr); 75% AAGR achieves vesting catch-up; continuous service required through vest dates . | 436,800 PSUs unearned at 12/31/2024; fair value $812,448 (at $1.86/share) . |
| Director Equity (RSUs) | Independent director program | Independent directors get $60,000 initial and annual RSUs vesting quarterly; Tsai is not eligible for any equity awards under his director arrangement . | Not eligible as non-independent; no director RSUs for Tsai . |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| SDE Inc. | Former CEO (2015–2020) | SDE currently licenses ARK IP to Snail under long-term agreements with substantial monthly fees/royalties and DLC payments; SDE is controlled by Ying Zhou (Snail director; spouse of Chair/Co-CEO Hai Shi) . | Historical leadership at a counterparty tied to ongoing related-party transactions; no current financial interest by Tsai disclosed . |
| Other public company boards | — | — | None disclosed . |
Expertise & Qualifications
- 25+ years in video game development/publishing leadership across SDE and Snail; operational and executive roles (CEO/COO/VP) .
- Education: Bachelor of Fine Arts, Chinese Culture University .
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial ownership (record/date) | No beneficial ownership reported for Tsai as of 4/22/2025 in the beneficial ownership table (listed as “—”) . |
| Vested vs. unvested | Holds unearned PSUs from IPO Founder Grants (see Performance Compensation) . |
| Pledged shares | Not disclosed . |
| Options | Company reports no option awards as of Record Date; PSUs only for NEOs . |
| Ownership guidelines | Not disclosed for directors . |
Fixed and Performance Compensation Tables
Summary Compensation Elements (as NEO)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $563,859 | $312,120 |
| Stock Awards ($) | — | — |
| All Other Compensation ($) | $48,611 | $29,988 |
Director Cash Compensation (Policy Disclosures)
| Item | Amount |
|---|---|
| Tsai director cash compensation (disclosure A) | $120,000 per year |
| Tsai director cash compensation (disclosure B) | $150,000 per year |
| Independent director annual cash retainer | $40,000 |
| Audit Chair cash (example: Pundmann total) | $60,000 (FY2024) |
Outstanding Equity (as of 12/31/2024)
| Award Type | Shares/Units | Value ($) |
|---|---|---|
| PSUs (unearned) | 436,800 | $812,448 (at $1.86) |
PSU Performance Metric Schedule (IPO Founder Grants)
| Vest Date | AAGR Threshold | Tranche % |
|---|---|---|
| Nov 9, 2023 | ≥15% (1-year) | 10% |
| Nov 9, 2024 | ≥30% (2-year) | 15% |
| Nov 9, 2025 | ≥45% (3-year) | 20% |
| Nov 9, 2026 | ≥60% (4-year) | 25% |
| Nov 9, 2027 | ≥75% (5-year) | 30% (catch-up if 75% reached) |
Governance Assessment
-
Strengths
- Experienced operator in gaming with deep company context; continuity on board after CEO transition .
- Not placed on key committees (Audit/Comp/Nom), aligning with non-independence status and mitigating committee-level conflict risks .
- Board/committee attendance met ≥75% threshold in FY2024 .
-
Concerns / RED FLAGS
- Not independent; Board overall uses “controlled company” exemptions with only 37.5% independent directors, limiting minority investor protections .
- Compensation anomaly: Tsai’s director cash retainer disclosed as $120,000 in one section and $150,000 in another—well above independent director retainers; discrepancy itself is a governance red flag and implies significant board-level consulting role to management .
- Pay alignment: No director equity awards for Tsai; ongoing unearned PSUs tied to AAGR from prior CEO service create potential incentive asymmetry and perceived pressure on growth targets while serving on the Board .
- Related-party environment: Board oversees significant ongoing related-party transactions (ARK IP licenses, development agreements) with entities controlled by Chair/Co-CEO Hai Shi and Director Ying Zhou; while no current Tsai-specific RPT is disclosed, his prior CEO role at SDE (2015–2020) intersects historically with counterparties central to SNAL’s economics .
- Management on committees: CFO Heidy K. Chow sits on Board and Compensation Committee and chairs Nominating & Governance—unusual structure under controlled company exemption that can raise independence concerns for investors .
-
Additional notes
- Non-compete/non-solicit: Tsai subject to two-year restrictive covenants post-employment; may limit external conflicts but also signals continuing ties to the Company ecosystem .
- Say-on-Pay: As an EGC, SNAL is exempt from advisory votes; limited shareholder feedback on pay practices .
Overall: Investors should monitor the clarity and sizing of Tsai’s director compensation, the status and vesting of his legacy PSUs, and the board’s oversight of extensive related-party arrangements given the controlled company structure and limited board independence .