Raynauld Liang
About Raynauld Liang
Raynauld Liang, age 50, is Group Chief Executive Officer of Society Pass (SOPA) since October 2023; he previously served as CFO and Singapore Country GM from May 2019 to October 2023. He holds a Bachelor of Commerce (Accounting) from The University of Queensland and began his career at IBM, with subsequent finance leadership roles at Hyflux, Sino Environment Technology Group, Primeforth Capital, and Connex Capital, and headed investments for L K Ang Corporate Pte Ltd before joining SOPA . SOPA’s FY 2024 revenue was $7.11 million versus $8.17 million in FY 2023 ; EBITDA losses narrowed in FY 2024 to $8.67 million* from $16.69 million* in FY 2023.*
Values with asterisk (*) retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IBM Global Services / IBM Asia Pacific Software Group | Finance Manager | Early career (year not specified) | Corporate finance and accounting foundation |
| Hyflux Limited (Singapore mainboard listed) | Finance Manager | 2005–2007 | Managed finance function in industrials; public-company experience |
| Sino Environment Technology Group (Singapore-listed) | Chief Financial Officer | 2007–2010 | Led finance for China-based, Singapore-listed issuer |
| Primeforth Capital Limited | Investment Director | 2010–2012 | Pre-IPO fundraising; startup corporate advisory experience |
| Connex Capital Limited (founded) | Founder | 2012– | IPO advisory in Singapore/Hong Kong markets |
| L K Ang Corporate Pte Ltd (Family Office) | Head of Investment | 2014–2019 | Led investment function prior to SOPA appointment |
| Society Pass (SOPA) | CFO & Singapore Country GM → Group CEO | 2019–2023 (CFO & GM); Oct 2023–present (CEO) | Oversaw finance, compliance; elevated to CEO |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No external public-company directorships disclosed in filings reviewed |
Fixed Compensation
| Year | Position | Salary/Bonus ($) |
|---|---|---|
| 2021 | CFO | $120,000 |
| 2022 | CFO | $510,000 |
| 2023 | CFO → CEO (appointed Oct 5, 2023) | $310,281 |
| 2024 | CEO | $750,000 |
Employment agreement (CEO, Oct 5, 2023): annual base salary $600,000; eligible to participate in company bonus plan .
Performance Compensation
| Year | Stock Awards ($) | Option Awards ($) | Notes |
|---|---|---|---|
| 2021 | $2,805,026 | — | CFO agreement granted 814,950 shares, 651,960 vesting over 2 years |
| 2022 | $2,783,594 | $415,048 | As CFO |
| 2023 | — | $445,290 | Promoted to CEO Oct 2023 |
| 2024 | — | — | CEO; no stock/option awards shown in SCT |
Annual incentive design:
- CFO employment agreement (Sept 1, 2021): discretionary annual cash bonus with minimum target of 25% of base salary; specific metrics and payout outcomes not disclosed .
- CEO employment agreement (Oct 5, 2023): eligible to participate in company bonus plan; performance metrics not disclosed .
Equity grants context:
- CEO equity award stated as 250,000 stock options (10-K, FY 2023 and FY 2024) .
- CEO equity award stated as 16,667 stock options (DEF 14A 2024; likely post-reverse-split share count) .
Equity Ownership & Alignment
| Metric | Oct 21, 2022 | May 8, 2023 | Mar 31, 2024 | Mar 31, 2025 | Aug 28, 2025 |
|---|---|---|---|---|---|
| Common shares beneficially owned | 1,423,982 | 1,583,014 | 1,583,014 | 105,534 | 265,534 |
| Series X Super Voting Preferred (votes x10,000 each) | 200 | 200 | 200 | 200 | 200 |
| % of common | 5.3% | 5.6% | 4.2% | 2.34% | 4.35% |
| % of voting stock | 5.6% | 5.7% | 4.9% | 5.33% | 4.87% |
Additional alignment considerations:
- Hedging policy: Company discloses it does not currently have practices or policies restricting hedging of company stock; pledging practices are not disclosed .
- Clawback: Company adopted a clawback policy for recovery of erroneously awarded compensation .
Employment Terms
| Provision | Key Terms |
|---|---|
| CFO Employment Agreement (Sept 1, 2021) | Base salary $240,000; annual discretionary cash bonus with minimum target 25% of base; 814,950 shares granted (651,960 vesting over 2 years); change-of-control cash bonus equal to 3x base salary if stock trades at ≥2x IPO price at CoC; severance: if terminated without cause or resigns for good reason, continued base salary until earlier of anniversary of termination or end of 5-year term; if termination after Sept 1, 2022, period in clause (x) is 18 months; employee may terminate with 30 days’ notice . |
| CEO Employment Agreement (Oct 5, 2023) | Base salary $600,000; eligible for company bonus plan; receives incentive stock options (250,000 per 10-K; 16,667 per DEF 14A); specific severance and CoC terms not disclosed in reviewed excerpts . |
Board Governance
- Remuneration (Compensation) Committee: Independent directors; membership updated over time. 2025: Michael Freed (Chair), Michael Dunn (Member), Vincent Puccio (Member) . 2025 10-K also references Michael Freed, Michael Dunn, Vincent Puccio with Puccio as chair . 2024 proxy: Michael Freed (Chair), Michael Dunn (Member), Vincent Puccio (Member) . 2023 proxy: Linda Cutler (Chair), Jeremy Miller (Member), John MacKay (Member) .
- Executive Committee: Raynauld Liang and Tan Yee Siong (2025 10-K) .
- Say-on-pay: No advisory vote results found in reviewed filings [27:—] (no matching disclosure).
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($) | $8,171,635 | $7,105,530 |
| EBITDA ($) | -$16,688,945* | -$8,669,678* |
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenue ($) | $1,872,047* | $1,473,504 | $2,501,494 | $1,380,382 |
| EBITDA ($) | -$2,941,515* | -$1,716,870* | $18,717* | -$5,130,415* |
Values with asterisk (*) retrieved from S&P Global.
Risk Indicators & Red Flags
- Concentrated voting control: Founder/former CEO Dennis Nguyen held 86.06% voting power, materially influencing governance and strategic decisions .
- Hedging policy absence: Company lacks policies restricting hedging, potentially weakening alignment signals for executives (pledging not disclosed) .
- Reverse split: 1-for-15 reverse split effective May 1, 2024 to maintain Nasdaq compliance; share counts and option quantities vary across filings pre/post split .
- Leadership transitions: Multiple senior leadership and director resignations signed by CEO Liang in 2024–2025, indicating ongoing organizational changes .
Compensation Structure Analysis
- Shift in mix: Liang’s 2022 compensation included substantial stock awards and options as CFO; 2024 CEO total compensation was entirely cash salary per SCT, suggesting reduced equity grant visibility in that period .
- Performance incentives: CFO role included a minimum 25% bonus target; CEO bonus eligibility disclosed without specific metrics/weightings or payout history, limiting pay-for-performance transparency .
- Clawback adoption: Company has a clawback policy, improving governance around pay outcomes .
Vesting Schedules and Insider Selling Pressure
- Vesting: CFO 2021 grant included 651,960 shares vesting over two years; specific vesting calendars/dates and CEO option vesting details are not disclosed in reviewed excerpts .
- Insider selling/pledging: No pledging disclosures located; insider sales not covered in reviewed filings. Hedging restrictions are not in place .
Equity Ownership & Alignment Commentary
- Liang maintained meaningful beneficial ownership with both common shares and Series X Super Voting Preferred shares, though his % of common fluctuated with share-count changes and corporate actions across 2022–2025 .
- Absence of hedging restrictions and undisclosed pledging stance reduce alignment safeguards versus best practice .
Employment Terms (Severance and Change-of-Control Economics)
- CFO agreement (2011): severance continuation of base salary as described; 3x base salary cash bonus at change-of-control contingent on stock trading at ≥2x IPO price; broad two-year equity vesting on share award .
- CEO agreement (2023): salary and options disclosed; severance/CoC terms not detailed in reviewed excerpts .
Investment Implications
- Pay-for-performance transparency is limited at CEO level: bonus eligibility disclosed without metrics or outcomes; 2024 SCT shows cash-only compensation for Liang, reducing visible equity alignment despite prior option grants tied to his CEO appointment .
- Governance risk from concentrated control: Dennis Nguyen’s dominant voting power may constrain independent oversight of compensation and strategic decisions, a potential overhang for minority shareholders .
- Alignment signals are mixed: Liang’s continued beneficial ownership supports skin-in-the-game, but lack of hedging restrictions and unclear pledging policy are negatives relative to governance best practices .
- Execution focus: Revenue declined FY 2024 vs FY 2023 while EBITDA loss narrowed materially, indicating cost discipline amid top-line pressure; monitoring quarterly revenue/EBITDA progression under Liang’s tenure remains key for assessing incentive payout credibility and potential insider-selling pressure once vesting schedules are clarified (EBITDA values from S&P Global).