Sandra Pundmann
About Sandra Pundmann
Sandra Pundmann is an independent director of Snail, Inc. (SNAL) and currently serves as Executive Vice President, Chief Audit & Risk Officer at Warner Bros. Discovery, overseeing Internal Audit and Risk & Resilience organizations . She retired as a Senior Partner at Deloitte (1996–2021), where she led U.S. Internal Audit within Risk & Financial Advisory (2015–2020) and held senior TMT leadership roles . She holds an MBA from the University of Missouri–St. Louis and a BS in Accounting and Computer Information Systems from Missouri State University . She has been a Snail director since November 9, 2022, is Board-designated an “audit committee financial expert,” and is independent under SEC/Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte | Senior Partner; U.S. Managing Partner of Internal Audit (Risk & Financial Advisory); Global IA Executive team; Americas Operational Risk leader; senior TMT partner | 1996–2021 (U.S. Managing Partner 2015–2020) | Led internal audit and risk advisory for start-ups to Fortune 10 across industries |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Warner Bros. Discovery, Inc. | EVP, Chief Audit & Risk Officer | Current | Leads Internal Audit and Risk & Resilience |
Board Governance
- Independence and roles: Pundmann is an independent director; Chair, Audit Committee; member, Nominating & Corporate Governance Committee .
- Audit Committee composition: Sandra Pundmann (Chair), Neil Foster, Ryan Jamieson; all independent; Pundmann designated “audit committee financial expert” under Reg S-K 407(d) .
- Committee activity (2024): Audit Committee met four times; Nominating & Corporate Governance Committee held zero meetings .
- Board meetings and attendance (2024): Board held five meetings; each director attended at least 75% of aggregate Board and committee meetings; independent directors meet in executive session at quarterly meetings .
- Controlled company context: SNAL is a Nasdaq “controlled company” (majority voting power held by insiders), exempt from certain governance requirements; Audit Committee independence requirements still fully apply .
Fixed Compensation
| Component | Amount | Detail | Period/Notes |
|---|---|---|---|
| Cash retainer (Board + Audit Chair) | $60,000 | Annual cash for service as director and Audit Committee chair | As disclosed in 2025 proxy |
| Independent director cash (comparative) | $40,000 | Annual cash for other independent directors (Foster, Jamieson) | 2025 proxy context |
Performance Compensation
| Award Type | Grant Value | Grant Date | Vesting | Performance Metrics |
|---|---|---|---|---|
| Initial RSU (independent directors) | $60,000 | Initial director appointment (Pundmann appointed Nov 9, 2022) | Intended to vest quarterly over 1 year | Time-based; no metrics disclosed |
| Annual RSU (FY2023) | $60,000 | To be granted on or about 2025 annual meeting (June 19, 2025) | Will be granted and vested immediately on or about 2025 annual meeting | Time-based; no metrics disclosed |
| Annual RSU (FY2024) | $60,000 | To be granted on or about 2025 annual meeting (June 19, 2025) | Will be granted and vested immediately on or about 2025 annual meeting | Time-based; no metrics disclosed |
- No stock options for directors are disclosed; director equity is via RSUs per policy .
- The Compensation Committee (which approves director pay) includes insiders (Ying Zhou, Chair; Heidy K. Chow; Neil Foster independent), enabled by controlled company exemption .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards (besides SNAL) | None disclosed for Ms. Pundmann in SNAL proxy biographies |
| Private/non-profit/academic boards | Not disclosed |
| Potential interlocks | No related-party transactions involving Ms. Pundmann disclosed; company has a related person transaction policy overseen by Audit Committee . Family control noted at company level (Shi/Zhou) . |
Expertise & Qualifications
- Audit, financial reporting, internal controls, and risk management leadership; Board-designated audit committee financial expert .
- Deep TMT sector experience from Deloitte and current WBD role .
- MBA (University of Missouri–St. Louis); BS in Accounting & Computer Information Systems (Missouri State University) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Voting Power Note | As of |
|---|---|---|---|---|
| Sandra Pundmann | 12,000 (<1%) | — | Class A: 1 vote/share; Class B: 10 votes/share | April 22, 2025 |
| Shares outstanding (for context) | 8,465,080 (Class A) | 28,748,580 (Class B) | Controlled by Hai Shi/Ying Zhou affiliates (97.14% voting power) | April 22, 2025 |
- No pledging, hedging, or ownership guideline disclosures specific to directors were identified in the proxy excerpts; not disclosed .
Governance Assessment
- Strengths:
- Independent Audit Committee chaired by a qualified financial expert; active oversight with four meetings in 2024 and a formal report to the Board .
- Board-level attendance threshold met (≥75% for all directors); independent director executive sessions are part of quarterly meetings, supporting non-management oversight .
- Concerns/risks:
- Controlled company structure results in only 37.5% independent directors and exemptions for Compensation and Nominating/Governance committees, where insiders participate and/or chair—potentially constraining independent oversight of director/executive pay and nominations .
- Nominating & Corporate Governance Committee held zero meetings in 2024—a process weakness for board refreshment and governance evaluation .
- Director equity awards are time-based RSUs (no performance metrics), with 2023–2024 annual grants to be granted and vested immediately at the 2025 annual meeting—reduced pay-for-performance alignment and unusual retroactive vesting timing .
RED FLAGS
- Nominating & Corporate Governance Committee did not meet in 2024 .
- Compensation and Nominating/Governance committees include insiders under controlled company exemption; Compensation Committee chaired by a non-independent (Ying Zhou) .
- Immediate grant-and-vest of 2023–2024 director RSUs at 2025 annual meeting (time-based; no performance conditions) .
- Additional notes:
- No material legal proceedings involving directors disclosed; related-party policy administered by the Audit Committee is in place .
- Pundmann is not on the Compensation Committee, limiting direct involvement in executive pay-setting in SNAL’s controlled-company context .