Neil Foster

About Neil Foster

Neil Foster (age 63) has served as an independent director of Snail, Inc. since November 9, 2022. He brings 30+ years of senior leadership experience across technology and media, including executive operating roles during the digital transformation at Sony Music Entertainment and Take-Two Interactive, with functional oversight spanning finance, strategy, technology, HR, and legal. He holds a BComm from the University of Toronto, an MBA from Harvard University, and is a Canadian Chartered Accountant . The Board has determined he is an independent director; he serves on the Audit and Compensation Committees and is financially literate per Audit Committee requirements .

Past Roles

External Roles

Board Governance

• Board structure and independence
  • Snail is a controlled company under Nasdaq rules; only 3 of 8 directors (37.5%) are independent. Foster is one of the independent directors .
  • Board held five meetings in FY2024; each director attended at least 75% of board and applicable committee meetings. Independent directors hold executive sessions as part of each regular quarterly meeting .
• Committee assignments (current)
  • Audit Committee: Members—Sandra Pundmann (Chair), Neil Foster, Ryan Jamieson. All meet Nasdaq and SEC independence; all financially literate (Pundmann designated audit committee financial expert) .
  • Compensation Committee: Foster is a member (non-chair) .
  • Nominating & Corporate Governance Committee: Foster is not a member .

Fixed Compensation

• Policy and 2024 actuals for directors (non-employee)
  • Annual cash retainer: $40,000 (no additional pay for non-chair committee members) .
  • Committee chair fee: +$20,000 (not applicable to Foster; he is not a chair) .
  • Board chair fee (non-employee): +$110,000 (not applicable to Foster) .
  • Meeting fees: none disclosed; retainer paid quarterly in arrears .

Performance Compensation

• RSU structure and grant mechanics (non-employee directors)
  • Initial RSU grant: $60,000; standard vest over four equal quarterly installments in one year .
  • Annual RSU grant: $60,000; standard vest over four equal quarterly installments in one year, commencing after the annual meeting .
  • Special 2023–2024 treatment: For Foster (and Pundmann), the annual RSU grants for fiscal years 2023 and 2024 “will be granted and vested immediately on or about the date of our 2025 annual meeting,” rather than vesting quarterly—an atypical deviation from standard cadence that concentrates grant and vest timing in June 2025 .
  • No options are cited for directors; equity awards are RSUs .

Observation: The decision to grant and fully vest FY2023–FY2024 director RSUs “on or about” the 2025 annual meeting departs from standard quarterly vesting and can weaken ongoing retention alignment; investors may view the “catch-up and immediate vest” feature as a governance negative versus time-based vest spread through service periods .

Other Directorships & Interlocks

• No current public company directorships for Foster are disclosed in the proxy. No disclosed interlocks with customers/suppliers; however, Foster and Jamieson both have prior experience at Take-Two Interactive (operating roles vs. security roles), which is experiential—not a board interlock .

Expertise & Qualifications

• Financial literacy; Audit Committee member (company affirms all audit members financially literate) .
• Deep operating experience in media and gaming sectors (Sony Music; Take-Two), with functional oversight including finance and strategy .
• Education and credentials: BComm (University of Toronto), MBA (Harvard), Canadian Chartered Accountant .

Equity Ownership

• Ownership guidelines for directors: not disclosed in the proxy excerpts. No options or PSU balances for directors are itemized; equity for non-employee directors is delivered as RSUs under the 2022 Plan .

Related-Party Exposure (context for Audit oversight)

Snail operates as a controlled company with substantial related-party transactions tied to entities controlled by insiders (not Foster). As an Audit Committee member, Foster’s oversight of these arrangements is central to investor confidence.

Implication: The magnitude and ongoing nature of related-party transactions with entities controlled by the Chair/Co-CEO and spouse elevate conflict risk; robust, well-documented Audit Committee oversight (including Foster’s role) is critical to mitigate governance concerns in a controlled company context .

Independence, Attendance, Engagement

• Independence: Board determined Neil Foster is independent under SEC and Nasdaq rules; he is one of three independent directors on an 8-member board (37.5%) in a controlled company structure .
• Attendance: In FY2024, each director attended at least 75% of board and committee meetings held during their service period .
• Engagement: Independent directors meet in executive session as part of every regular quarterly meeting .
• Restrictive covenants: Foster (like other specified directors) is subject to a two-year non-compete and two-year non-solicit after service ends, per individual arrangements—unusual but disclosed for directors .

Governance Assessment

• Strengths

  • Independent Audit Committee presence with financial literacy, chaired by an audit committee financial expert; Foster contributes domain and finance expertise .
  • Consistent attendance (≥75%) and regular executive sessions of independent directors .
  • Modest director cash retainer ($40k) with equity component to support alignment over time .

• Watch items / RED FLAGS

  • Controlled company: only 37.5% independent directors; potential for influence concentration by controlling holders .
  • Significant related-party transactions and balances with entities controlled by insiders (not Foster), requiring vigilant Audit oversight .
  • RSU grants for FY2023–FY2024 structured to be granted and fully vested “on or about” the 2025 annual meeting (deviation from quarterly vesting), which may reduce ongoing service-based alignment for that period .
  • No current disclosure of director stock ownership guidelines or compliance status in the excerpts reviewed .

Director Compensation (Detail)

Non-employee director compensation policy: $40,000 annual cash retainer; +$20,000 for committee chairs; +$110,000 for a non-employee board chair; no additional pay for non-chair committee service; retainer paid quarterly .

Equity Ownership Summary

Additional Company Context Relevant to Governance

• Emerging Growth Company and Smaller Reporting Company: Exempt from say-on-pay and certain enhanced disclosures; reduces external compensation oversight signals for investors .
• Equity Plan capacity: 1,142,284 RSUs outstanding and 4,508,239 shares available under 2022 Plan as of 12/31/2024 .

Bottom line for investors: Foster is an experienced, financially literate independent director serving on key oversight committees (Audit and Compensation). However, Snail’s controlled structure, material related-party dealings, and the 2023–2024 RSU vesting approach merit continued monitoring to ensure board independence and pay-for-performance alignment are preserved .