Ryan Jamieson
About Ryan Jamieson
Independent director (age 45) serving on Snail’s Board since November 10, 2023, with over 20 years of experience in IT audit, IT risk management, and cybersecurity; Founder & Principal of Knit Security (June 2023–present). He is an Audit Committee member and deemed independent under SEC/Nasdaq rules; the Board explicitly cited his cybersecurity expertise to bolster oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Redacted, Inc. | Head of Advisory Services, vCISO, Principal Consultant | Jun 2021 – Jun 2023 | Cybersecurity advisory leadership |
| EY | Client Technology IT Risk Lead | Jan 2020 – Jun 2021 | IT risk leadership |
| SpotX | Business Information Security Officer | Oct 2018 – Jan 2020 | Security oversight |
| Take-Two Interactive | Led security efforts | Not disclosed | Gaming industry security experience |
| American Express | IT Risk roles | Not disclosed | Financial services risk background |
| U.S. Army | Enlisted soldier (early career) | Not disclosed | Foundational discipline/service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Knit Security | Founder & Principal | Jun 2023 – Present | Cybersecurity consulting firm |
| Other public company boards | — | — | None disclosed in proxy biographies |
Board Governance
- Committee assignments: Audit Committee member (financially literate; Audit Chair is Sandra Pundmann) .
- Independence: Classified independent; Board has 3 independent directors out of 8 (37.5%) and is a “controlled company” under Nasdaq, relying on governance exemptions (does not change Audit independence requirements) .
- Attendance and engagement: In FY2024 the Board met 5 times; all directors attended ≥75% of Board/committee meetings (Audit Committee met 4 times) .
- Cybersecurity oversight: Appointment explicitly intended to strengthen Board capabilities on evolving cybersecurity risks; operational reporting cadence to the Board described .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer ($) | $5,652 (partial year) | $40,000 |
| Committee chair fee ($) | $0 (not a chair) | $0 (not a chair) |
| Meeting fees ($) | $0 disclosed | $0 disclosed |
Performance Compensation
| Equity Award | Grant Date | Grant Value ($) | Vesting | Status/Notes |
|---|---|---|---|---|
| Initial RSU grant (independent director) | Nov 10, 2023 | $60,000 | Proxy 2024: vests after one year ; Proxy 2025: four equal quarterly installments over one year | Granted |
| Annual RSU grant (FY2024) | On/around 2025 Annual Meeting | $60,000 | Vests four equal quarterly installments or per award agreement; 2025 proxy states will be “granted and vested immediately” on/around annual meeting for 2024 cycle | To be granted/vested at 2025 meeting |
- Forfeiture: Unvested RSUs are forfeited if Board service ceases during vesting .
- Change-in-control: 2022 Omnibus Plan permits actions including acceleration/lapse of restrictions at Committee discretion .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in proxy materials |
| Prior public company boards | None disclosed for Jamieson; peers Foster/Pundmann have prior board/industry roles noted separately |
| Interlocks/related parties | None disclosed involving Jamieson; company-level related party relationships primarily involve Chair/Co-CEO Hai Shi and Director Ying Zhou via SDE/Suzhou Snail |
Expertise & Qualifications
- Deep IT audit, risk management, cybersecurity and technology controls experience across media/gaming and financial services; founder/operator background at Knit Security .
- Appointed specifically to enhance cybersecurity governance at the Board level .
- Audit Committee member; financially literate under Nasdaq standards .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Total Voting Power |
|---|---|---|---|
| Ryan Jamieson | 43,478 | — | <1% |
- Ownership guidelines: No director stock ownership guideline disclosure found in proxy .
- Pledging/hedging: Insider Trading Policy prohibits trading on MNPI/blackouts; no specific pledging/hedging disclosures noted for directors .
Governance Assessment
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Positives: Independent director with relevant cybersecurity expertise; active Audit Committee member; Board cites intent to leverage his skills for cyber risk oversight; attendance threshold met at Board/committee level; RSU-based equity grants support alignment over time .
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Watch items:
- Controlled company governance: Only 37.5% independent directors; Compensation and Nominating committees operate under controlled company exemptions—places more emphasis on Audit Committee independence and effectiveness .
- Related-party exposure at company level: Significant licensing and payments to SDE (controlled by a director and spouse of Chair/Co-CEO); $42.8M royalties/licenses and $0.7M IDC/server costs paid to SDE in 2024; multiple development agreements with Suzhou Snail in 2024–2025—Board (and Audit Committee) oversight of these transactions is critical to investor confidence .
- Equity grant timing: FY2024 annual RSUs to be granted/vested on/around the 2025 annual meeting rather than quarterly during FY2024—monitor consistency and rationale for immediate vesting treatment .
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Contractual covenants: As an independent director, subject to two-year non-compete and non-solicit following termination—supports post-service restraint; no director severance/golden parachute or tax gross-ups disclosed .
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Say-on-pay: Company is an Emerging Growth Company; exempt from say-on-pay and certain expanded compensation disclosures (context for broader governance environment) .