Ying Zhou
About Ying Zhou
Ying Zhou (age 51) has served on Snail, Inc.’s Board of Directors since January 11, 2022; she previously served on Snail Games USA, Inc.’s Board since November 2021. She is currently Chief Executive Officer of SDE Inc. (since September 2020) and has long-tenured gaming industry experience, including vice president (since November 2000) and director (since 2011) roles at Suzhou Snail Digital Technology Co., Ltd.; she holds a Bachelor of Fine Arts from Nanjing Normal University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Snail, Inc. | Director | Jan 11, 2022 – present | Compensation Committee Chair |
| Snail Games USA, Inc. | Director | Nov 2021 – present | Board member |
| Suzhou Snail Digital Technology Co., Ltd. | Vice President | Nov 2000 – present | Executive management in gaming |
| Suzhou Snail Digital Technology Co., Ltd. | Director | 2011 – present | Governance oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SDE Inc. | Chief Executive Officer | Sep 2020 – present | Video game developer leadership |
Board Governance
- Committee assignments: Chair, Compensation Committee; member composition includes Ying Zhou (Chair), Neil Foster (independent), and Heidy K. Chow (CFO), with the Compensation Committee meeting one time in 2024 .
- Independence: Board determined only 3 of 8 directors are independent (37.5%): Sandra Pundmann, Neil Foster, and Ryan Jamieson; Ying Zhou is not listed as independent .
- Controlled company: Snail is a Nasdaq “controlled company” because Mr. Shi and Ms. Zhou beneficially own >50% of the voting power, enabling exemptions from certain governance requirements (not applicable to Audit Committee) .
- Attendance: In 2024, the Board met five times; each director attended at least 75% of aggregate Board and committee meetings for which they served .
- 2025 election results: Ying Zhou received 287,590,175 votes “For,” 52,085 “Withheld,” and 5,824,972 broker non-votes at the June 19, 2025 Annual Meeting .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | — | — | — | — |
- Non-Employee Director Compensation Policy: Annual cash retainer $40,000; additional $20,000 for committee chair; $110,000 additional cash retainer for a non-employee chair of the Board; no extra compensation for non-chair committee membership; quarterly payments in arrears .
- Independent directors are eligible for equity RSUs; as a non-independent director, Ying Zhou did not receive RSUs under this policy .
Performance Compensation
| Component | Amount/Terms | Vesting | Eligibility |
|---|---|---|---|
| Initial RSU grant (independent directors) | $60,000 grant value | Vests in four equal quarterly installments over 1 year | Independent non-employee directors only |
| Annual RSU grant (independent directors) | $60,000 per year | Vests in four equal quarterly installments over 1 year; 2023–2024 annuals structured relative to initial appointment dates and vest quarterly, with grants vesting immediately on or about 2025 annual meeting | Independent non-employee directors only |
| Forfeiture | Unvested RSUs forfeited if director ceases Board service for any reason during vesting period | N/A | Independent non-employee directors only |
| Performance metrics | None disclosed for director equity; RSUs are time-based | N/A | N/A |
Other Directorships & Interlocks
| Type | Entity | Role/Relationship | Details |
|---|---|---|---|
| Family relationship | Hai Shi | Spouse | Mr. Shi is Founder, Co-CEO, Chief Strategy Officer, and Chair; Ms. Zhou is his spouse |
| Director nomination | — | Recommended by Co-CEO Hai Shi | Ms. Zhou’s nomination was recommended by Mr. Shi |
| Public company boards | — | — | None disclosed for Ying Zhou in proxy |
Expertise & Qualifications
- Executive leadership in gaming across SDE Inc. and Suzhou Snail Digital Technology Co., Ltd. .
- Bachelor of Fine Arts from Nanjing Normal University .
- Board-level experience at Snail and Snail Games USA .
Equity Ownership
| Holder/Attribution | Class | Shares | % of Class | % of Total Voting Power |
|---|---|---|---|---|
| Amethyst Fortune Development Limited (controlled by Ying Zhou) | Class B | 4,644,990 | 16.2% | 15.7% |
| Olive Wood Global Development Limited (controlled by Hai Shi) | Class B | 24,103,590 | 83.8% | 81.4% |
| Aggregate Class B controlled by Shi/Zhou via the above entities | Class B | 28,748,580 | 100% | 97.14% |
| Ying Zhou line item in proxy table (beneficially owned) | Class B | 28,748,580 | — | 97.14% |
- Record/entitled votes: As of April 22, 2025, Class A = 8,465,080 (1 vote/share) and Class B = 28,748,580 (10 votes/share) outstanding; quorum at 93.3% of voting securities represented at the 2025 meeting .
Governance Assessment
- Board independence and controlled status: Only 37.5% of directors are independent, and the company relies on Nasdaq’s controlled company exemptions due to Shi/Zhou voting control; Audit Committee meets independence requirements, but other committees can be non-independent .
- Compensation Committee red flags: The Compensation Committee is chaired by a non-independent director (Ying Zhou) and includes the CFO (Heidy K. Chow), an inside executive; the committee met only once in 2024—raising concerns about independence and rigor in executive/board pay decisions, especially given the spouse relationship to the Co-CEO/Chair .
- Director alignment vs entrenchment risk: Ying Zhou does not receive board cash or equity comp under the non-employee independent director program, but exerts significant voting influence via Amethyst and spousal control; combined Class B holdings represent 100% of Class B and 97.14% total voting power—supporting alignment with control but heightening entrenchment and related-party oversight risks .
- Attendance and engagement: Board members, including Ying Zhou, met minimum attendance thresholds (≥75% of meetings); Compensation Committee’s single meeting in 2024 indicates limited formal activity, a potential effectiveness concern in overseeing pay-for-performance and director compensation .
- Shareholder support: Ying Zhou’s 2025 re-election received