Peter Kang
About Peter Kang
Peter Kang, age 43, is Snail, Inc.’s Senior Vice President and Director of Business Development & Operations (title elevated via amendment effective September 16, 2024 and confirmed October 10, 2025) and has served on Snail’s Board since January 11, 2022; he previously served as Snail Games USA’s COO (2012–2020; Dec 2021–Sep 2024) and VP of Business Development (Oct 2020–Nov 2021) . He holds a B.S. in Microbiology, Immunology and Molecular Genetics from UCLA . Snail is a “controlled company” under Nasdaq rules (more than 50% voting power held by insiders), with only 37.5% of directors independent; independent directors meet in executive session each quarter, and the Board held five meetings in FY2024 with each member attending at least 75% of meetings . No TSR, revenue, or EBITDA performance is attributed to Kang personally in the proxy; pay-for-performance for NEOs centers on IPO PSUs tied to Company Average Annual Growth Rate (AAGR) hurdles .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Snail, Inc. | Senior Vice President, Director of Business Development & Operations | Sep 2024–present | Oversees BD and operations across Snail, Inc. and subsidiary; title confirmed in Oct 2025 amendment |
| Snail Games USA | Chief Operating Officer | Dec 2012–Oct 2020; Dec 2021–Sep 2024 | Led operations through growth and IPO period; continuity across product and publishing |
| Snail Games USA | Vice President, Business Development | Oct 2020–Nov 2021 | Drove publishing/licensing BD prior to reappointment as COO |
| Snail Games USA | Director, Business Development unit | 2015–2020 | Built BD function supporting ARK franchise and portfolio |
| Snail Games USA | Producer, Game Operations | 2012–2015 | Early operational execution for game ops |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eminence Corp. DBA Noiz.gg | Representative of Managing Director | 2018–2021 | External gaming/media role; BD networks and market insight |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Salary (Actual, $) | $296,756 | $300,000 | n/a disclosed |
| All Other Compensation (Actual, $) | $28,441 | $37,496 | n/a disclosed |
| Base Salary (Contract, $) | $300,000 (amended employment letter, eff. Dec 1, 2021) | $300,000 (continuing until role change) | $330,000 effective Oct 6, 2025 (Amendment No. 2) |
| Bonus (Cash) | Not disclosed | Not disclosed | Eligible at discretion; not disclosed |
Notes:
- Employment is at-will; base salary set at $300,000 in Dec 2021 amendment; increased to $330,000 effective October 6, 2025 per 8-K Exhibit 10.3 .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| IPO Founder PSUs (grant date 11/09/2022; 262,080 target units) | Not stated (single metric plan) | AAGR: 15% (Yr1, vests 10%), 30% (Yr2, vests +15%), 45% (Yr3, vests +20%), 60% (Yr4, vests +25%), 75% (Yr5, vests +30%; catch‑up to full) | Not disclosed | Not disclosed; contingent on AAGR | 11/9 each year 2023–2027 contingent on AAGR; service requirement; full vest if 75% AAGR achieved within 5 years |
Outstanding PSUs at FY2024 year-end:
| Grant Date | Unvested PSUs (#) | Market/Payout Value ($) |
|---|---|---|
| 11/09/2022 | 262,080 | $487,469 (262,080 × $1.86 close on 12/31/2024) |
No option awards or additional RSU grants to NEOs disclosed for 2023–2024 .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Total beneficial ownership (Class A, Class B) | Not listed with any shares; less than 1% of voting power; no Class A or Class B reported for Kang |
| Ownership as % of shares outstanding | <1%; not reported for Kang |
| Vested vs unvested | Unvested PSUs outstanding (262,080 units as of 12/31/2024) |
| Options (exercisable/unexercisable) | None disclosed; Company had no option grants outstanding for NEOs at record date |
| Shares pledged as collateral | None disclosed |
| Stock ownership guidelines (executives) | Not disclosed |
| Insider trading policy | Pre-clearance required; blackout periods; Rule 10b5‑1 plans permitted; policy attached to 2024 Form 10-K |
Employment Terms
| Term | Detail |
|---|---|
| Initial Employment Agreement | Dated December 10, 2012 with Snail Games USA, amended December 1, 2021 (COO title; $300,000 base) |
| Amendment No. 2 | Dated October 10, 2025; title updated to Senior Vice President, Director of BD & Operations (effective Sep 16, 2024); base salary increased to $330,000 (effective Oct 6, 2025); duties updated to full-time |
| Employment status | At-will employment |
| Bonus eligibility | Eligible at Board discretion; criteria generally set by Company; specific targets not disclosed for Kang |
| Non-compete / non-solicit | Company-wide confidentiality and IP covenants apply; specific non-compete mentioned for Tsai/Chow; Kang’s restrictive covenants not separately disclosed |
| Severance | Not disclosed for Kang |
| Change-in-control (equity) | 2022 Omnibus Plan permits acceleration/assumption/substitution or cancellation for outstanding awards at Compensation Committee discretion upon change in control |
| Clawback / tax gross-ups | Not disclosed |
Board Governance
- Board service: Director since January 11, 2022; nominated for re-election at 2025 Annual Meeting alongside eight nominees .
- Committee roles: Member, Nominating and Corporate Governance Committee (Chair: Heidy K. Chow); no indication of independence for Kang; Audit (Chair: Pundmann), Compensation (Chair: Ying Zhou) separate .
- Independence: Not designated independent; Company is a Nasdaq “controlled company,” exempt from certain governance requirements; Audit Committee meets Nasdaq/Rule 10A‑3 independence .
- Attendance: Board held five meetings in 2024; each member attended ≥75% of aggregate Board/committee meetings .
- Director elections: 2024 Annual Meeting vote for Kang—287,562,173 “For,” 27,280 “Withheld”; broker non-votes 5,550,816 . 2023 Annual Meeting vote for Kang—287,642,788 “For,” 39,932 “Withheld”; broker non-votes 619,462 .
- Dual-role implications: Kang is both an executive officer and director, raising potential independence considerations typical in controlled-company structures .
Director Compensation
- Employee directors (e.g., Kang) are not listed in the non-employee director compensation table; 2024 cash retainers were paid to independent directors only (Pundmann $60k; Foster $40k; Jamieson $40k) and RSU policy applies to independent directors per the 2022 Plan and director compensation program .
- Non-employee director program: Annual cash retainer $40k; chair retainers ($110k chair of Board; $20k committee chair); RSU grants of $60k initial and $60k annual, vesting quarterly over one year; forfeiture if service ends .
Compensation Structure Analysis
- Cash vs equity mix: Kang’s FY2024 compensation was predominantly base salary ($300,000) with modest other comp ($37,496); no new stock awards in 2023–2024 beyond IPO PSUs; indicates limited ongoing equity grants to NEOs during period .
- Shift in incentive instruments: IPO-era PSUs tied solely to AAGR targets; no options outstanding for NEOs at record date; reflects preference for performance units over options .
- Guaranteed vs at-risk pay: Base salary increased to $330,000 effective Oct 6, 2025; PSU vesting remains fully contingent on AAGR and service—continued at-risk equity exposure .
- Metric rigor: AAGR hurdles escalate 15%→75% over five years; high-end 75% AAGR triggers full catch-up vesting—aggressive growth requirement; actual achievement not disclosed .
- Equity award modifications/repricing: No repricing or modification of PSUs disclosed .
Related Party Transactions (Governance Red Flags Context)
- Controlled-party licensing: Extensive related-party transactions with SDE (controlled by director Ying Zhou, spouse of Co-CEO/Chair Hai Shi) for ARK franchise: monthly license fees ($2.0M for ARK: Survival Ascended post-launch), royalties (25–45%), $5.0M DLC payments; offsets with receivables; $42.8M royalties/licensing paid in 2024 .
- Agreements with Suzhou Snail (related): Multiple development/outsource agreements totaling millions in 2024–2025 .
- These transactions heighten governance and alignment scrutiny; Audit Committee oversees related person transaction policy adopted by Board .
Performance & Track Record
- Professional biography emphasizes operational leadership across game operations, BD, and COO roles within Snail/affiliates; no individual achievement KPIs or project-specific outcomes are quantified in proxy .
- Company performance metrics used for PSUs are AAGR-based (Company level), not TSR or EBITDA; specific AAGR outcomes not disclosed to date .
Compensation Committee Analysis
- Composition: Chair Ying Zhou; members Neil Foster (independent), Heidy K. Chow (CFO/director); committee met once in 2024; may engage independent advisors with sole authority .
- Controlled-company exemptions apply; not all members independent under standard Nasdaq definitions (other than Audit Committee) .
Say‑on‑Pay & Shareholder Feedback
- As an emerging growth company, Snail is exempt from nonbinding advisory say‑on‑pay votes and certain expanded compensation disclosures .
Equity Ownership & Voting Control Context
- Top holders: Olive Wood Global Development Limited (controlled by Hai Shi) holds 24,103,590 Class B shares (83.8% of Class B; 81.4% total voting power); Amethyst Fortune Development Limited (controlled by Ying Zhou) holds 4,644,990 Class B shares (16.2% of Class B; 15.7% total voting power). Kang reports no Class A or Class B beneficial ownership as of April 22, 2025 .
Investment Implications
- Alignment: Kang’s skin-in-the-game relies on unvested PSUs contingent on aggressive AAGR hurdles; absence of reported direct share ownership and no options reduces immediate economic alignment vs independent directors with small shareholdings .
- Retention risk: Base salary increase to $330,000 signals retention/stability amid role change; at-will employment with limited disclosed severance suggests flexibility for the company; PSU structure provides multi-year retention through service-based vesting .
- Insider selling pressure: With PSUs unvested and performance-contingent, near-term selling pressure tied to Kang appears limited; eventual vesting could create sale overhang depending on trading plans and blackout policies .
- Governance risk: Dual-role executive/director status within a controlled-company framework, family relationships among controlling insiders, and significant related-party transactions elevate governance scrutiny and potential minority shareholder risk; Audit Committee independence mitigates financial reporting risk, but compensation and nomination oversight rely on committees with non-independent members .
- Pay-for-performance: Lack of disclosed annual bonus metrics for Kang and reliance on IPO PSUs means near-term cash incentives are discretionary; equity incentives hinge on company AAGR outcomes, offering leverage to performance if growth targets are met .