Carlson Thow
About Carlson Thow
Carlson Thow, age 32, is Chief Executive Officer since June 13, 2024 and an executive director since July 2024; he holds an LL.B (Northumbria, 2014), LL.M (University of Malaya, 2016), MBA (Lancaster, 2021), CLP (Malaysia, 2016), and was admitted as an advocate and solicitor of the High Court of Malaya in 2018 . Filings do not disclose TSR, revenue growth, or EBITDA growth targets tied to his compensation during his tenure; subsequent-year equity awards are stated to be based on “year’s performance” without specific metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| VCI Global Limited (NASDAQ: VCIG) | Chief Legal Officer | 2022–2024 | Set legal strategy, advised senior management and board across subsidiaries |
| Zaid Ibrahim & Co. (ZICO Law network) | Senior Associate (Legal) | 2019–2022 | Legal assistance in M&A and corporate financing matters |
| Martin Cheah & Associates | Legal Associate | 2018–2019 | Legal assistance in M&A and corporate financing |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in SEC filings | — | — | No other public company directorships or external board roles disclosed for Thow |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Salary (USD) | $4,454 | $66,273 |
| Contract Term Component | Amount/Term | Effective Date |
|---|---|---|
| Base salary (RM/month) | RM 20,000 | June 13, 2024 |
| Fixed allowance (RM/month) | RM 800 | June 13, 2024 |
| Equity compensation (first year) | $120,000 in common shares, issued $10,000 at end of each month | First year of employment (Jun 13, 2024–Jun 12, 2025) |
Notes:
- No target bonus % or cash bonus payouts are disclosed for Thow in FY2024–FY2025 .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Issuance Terms |
|---|---|---|---|---|---|
| Annual equity compensation for subsequent years | Not disclosed | Not disclosed | Not disclosed | Determined based on “year’s performance” | Future awards subject to performance but specific schedules not disclosed |
| First-year equity issuance (time-based) | N/A (time-based issuance) | $120,000 total | Monthly $10,000 issuance | $10,000 per month in shares | Issued at end of each month during first year |
Notes:
- Company did not grant stock options in FY2025; prior filings similarly show no option grants in FY2023; no PSU detail is disclosed .
Equity Ownership & Alignment
| Metric | As of Oct 14, 2025 | As of Nov 14, 2025 |
|---|---|---|
| Shares outstanding | 8,490,187 | 16,962,004 |
| Carlson Thow – common shares beneficially owned | — (none disclosed) | — (none disclosed) |
| Officers & directors as a group – common shares | 185,432 (illustrative table excludes Thow with “—”) | 390,389 |
| Options held | No option grants in FY2025 | No data indicating options held; no recent grants disclosed |
| Pledged shares | Not disclosed | Not disclosed |
| Ownership guidelines | Not disclosed | Not disclosed |
Interpretation:
- Thow is compensated in shares monthly but is shown with no beneficial common stock ownership as of both reference dates, suggesting immediate disposition or non-holding at reporting cutoffs; filings do not state lock-up or holding requirements .
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | June 13, 2024 (appointed CEO) |
| Contract term and renewal | 1-year term, renewable annually |
| Termination notice | Two months’ written notice or salary in lieu |
| Non-solicitation | One-year post-termination (employees and clients) |
| Non-compete | Not disclosed |
| Severance multiple | Not disclosed; only notice or salary in lieu terms stated |
| Change-of-control provisions | Not disclosed |
| Clawback provisions | Not disclosed |
| Deferred compensation/Pension/SERP | Not disclosed |
Board Governance and Service
- Service history: Executive director since July 2024; CEO and director through at least Nov 14, 2025 .
- Committee roles: None; independent directors chair Audit and Compensation committees; Tan chairs Nominating & Corporate Governance .
- Independence: Not independent by Nasdaq rules due to employment as CEO .
- Attendance: Board acted by unanimous written consent six times in FY2025; directors attended 100% of Board and committee meetings during their service period .
- Executive sessions: Non-management and independent directors hold executive sessions; independent directors met once in 2024 .
- Director compensation: Only independent directors receive board compensation; Thow, as executive director, is not listed for director retainer .
Director Compensation (Reference for Board Context)
| Name | Cash retainer (USD) | Total director compensation (USD) | Period |
|---|---|---|---|
| Kok Pin “Darren” Tan | $1,136 | $12,500 | FY 2025 |
| Wei Ping Leong | $1,136 | $10,337 | FY 2025 |
| Wai Kuan Chan | $1,136 | $10,076 | FY 2025 |
Track Record, Credentials, and Execution Risk
- Credentials: LL.B (2014), LL.M (2016), MBA (2021), CLP (2016), admitted advocate and solicitor (2018) .
- Company actions during tenure include leadership and board changes; multiple director appointments and resignations were executed with Thow signing as CEO .
- No disclosed performance metric outcomes or TSR benchmarks for CEO pay in FY2024–FY2025; subsequent-year equity awards reference “performance” without defined metrics .
Key Data Extracts
- Appointment and compensation terms for Carlson Thow (CEO) were established on June 13, 2024: RM 20,000 base salary/month, RM 800 allowance/month, $120,000 shares issued $10,000 monthly during first year; subsequent equity tied to performance without disclosed metrics .
- Beneficial ownership tables list Thow with “—” common shares on Oct 14, 2025 and Nov 14, 2025; shares outstanding expanded from ~8.49M to ~16.96M across those dates .
- Board independence determination: Thow not independent, three of four director nominees independent in 2025; committee charters and governance materials available at company website .
Investment Implications
- Pay-for-performance alignment: First-year equity issuance is purely time-based and may not align with explicit performance outcomes; subsequent-year equity is “performance-based” but lacks disclosed metrics, targets, or weightings—reducing transparency and weakening pay-for-performance signaling .
- Insider selling pressure: Monthly end-of-month share issuance to the CEO creates an ongoing supply of stock; with no beneficial ownership recorded at key reporting dates, this cadence may contribute to selling pressure or immediate disposition, a potential short-term technical overhang .
- Ownership alignment: Absence of reported beneficial ownership at two dates and no disclosed ownership guidelines indicate limited “skin-in-the-game”; options are not part of pay mix, further reducing long-term convexity and alignment .
- Retention and severance: The 1-year renewable contract, 2-month notice or salary in lieu, and a 1-year non-solicit indicate modest protections; lack of change-of-control or severance multiples suggests manageable exit costs for the company, but may limit retention hooks .
- Governance: Dual role as CEO and executive director is balanced by independent chairs for Audit and Compensation and active executive sessions; however, the absence of a disclosed Lead Independent Director and reliance on written consents highlights the need to monitor board oversight quality .
- Trading signals: Reverse split proposals and historical listing compliance efforts increase volatility risk; monthly equity issuance to executives is a quantifiable flow to monitor around month-ends for potential incremental supply effects .
Sources: All facts and figures cited from SEC filings and company documents: .