Sam Teo
About Sam Teo
Chong Chan “Sam” Teo, age 41, is an experienced fintech/e‑commerce operator now serving as Executive Director and Head of Operations at Treasure Global (TGL). He previously served as TGL’s CEO until June 13, 2024 and rejoined the board on October 22, 2025; his education includes a Bachelor’s in Quantity Surveying (Sheffield Hallam University, 2006) and Diploma in Quantity Surveying (Tunku Abdul Rahman College, 2004) . Company operating performance around his recent tenure has been mixed, with quarterly revenue and EBITDA volatile; details are below.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Treasure Global (TGL) | Chief Executive Officer and Director | Jun 16, 2021 – Jun 13, 2024 | Led operations and strategy; resigned 6/13/2024 |
| Treasure Global (TGL) | Chief Operating Officer | Jul 2020 – Jun 2021 | Led sales and strategic business development |
| ZCITY | Chief Executive Officer | Mar 2020 – Jun 2021 | Strategic/tactical planning, forecasting, budgeting, cost controls |
| ZCITY | Director of Business Development | May 2018 – Feb 2020 | Sales and business development |
| Modes Cube Sdn Bhd | Managing Director | May 2016 – Apr 2018 | Led business delivery team |
| Treasure Global (TGL) | Executive Director; Head of Operations | Appointed Oct 22, 2025 | Governance/strategy; monthly share compensation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ZCITY | Chief Executive Officer | Mar 2020 – Jun 2021 | Led growth and financial controls |
| ZCITY | Director of Business Development | May 2018 – Feb 2020 | Expanded commercial footprint |
| Modes Cube Sdn Bhd | Managing Director | May 2016 – Apr 2018 | Delivery leadership |
Fixed Compensation
| Component | Terms | Period/Date | Amount |
|---|---|---|---|
| Base Salary (CEO role) | Teo Employment Agreement monthly salary progression: MYR 10,000 (7/1/2020), MYR 10,500 (8/1/2020), MYR 11,500 (7/1/2022), MYR 16,000 (1/1/2023), MYR 18,000 (6/1/2023) | 2020–2023 | MYR schedule as stated |
| Annual Salary (reported) | Former CEO salary | FY 2023 | $37,105 |
| Annual Salary (reported) | Former CEO salary | FY 2024 | $46,022 |
| Equity Compensation (Executive Director) | $120,000 worth of common stock per year, issued monthly based on VWAP of each month | Effective 10/22/2025 | $120,000 annual in shares |
| Employment Termination Notice | 120‑day notice (original Teo Employment Agreement) | Effective 8/1/2023 | 120 days |
Notes:
- No target or actual cash bonus was disclosed for Mr. Teo in the proxies reviewed .
Performance Compensation
| Item | Metric/Definition | Weighting/Target | Vesting/Payout Terms | Status |
|---|---|---|---|---|
| 2025 Equity Incentive Plan (company‑wide, executives eligible) | Permits RSUs, PSUs, options, SARs; performance awards may use metrics including net sales, EPS, EBITDA, ROE/ROA, stock price/TSR, gross profit, EBIT, cost reductions, market share, etc. | Set by Administrator case‑by‑case | Options/SARs not below FMV; change‑of‑control: if awards not assumed, time‑based awards fully vest; performance awards deemed achieved at 100% of target; clawback/recoupment per law and policy | Plan effective 6/26/2025 subject to shareholder approval; share reserve 571,176 plus auto‑increase up to 15% annually from FY2026 |
Notes:
- Mr. Teo’s October 2025 executive director agreement specifies monthly share issuance (time‑based) rather than explicit performance‑based vesting or targets .
- No individual option/PSU grants to Mr. Teo were disclosed in FY2024/FY2023; the company disclosed no options granted in FY2024/FY2023 .
Equity Ownership & Alignment
| Item | Detail | As of Date | Amount/Notes |
|---|---|---|---|
| Beneficial Ownership | Shares beneficially owned by Chong Chan “Sam” Teo | Record Date 4/29/2024 | 39,765 shares (2.8% of class) |
| Debt‑for‑Equity Exchange | Restricted shares issued to former CEO Chong Chan “Sam” Teo and Director Kok Pin “Darren” Tan in exchange for cancellation of $321,562 aggregate indebtedness | 10/30/2023 | 25,954 restricted shares total (allocation between the two not specified) |
| Options (Exercisable/Unexercisable) | Not disclosed for Mr. Teo in FY2023–FY2024 | — | No options granted in FY2024 |
| Pledging/Hedging | No pledging/hedging of TGL stock disclosed for Mr. Teo | — | — |
| Ownership Guidelines | Director/executive stock ownership guidelines not disclosed | — | — |
Related‑party and alignment considerations:
- Interest‑free loan from Mr. Teo to TGL: outstanding $186,579 (due on demand) at 6/30/2023; $0 outstanding at 6/30/2024 .
- Trust‑of‑deed vehicle arrangement: company repays auto loan on Mr. Teo’s behalf (total approx. $27,000; $9,081 outstanding at 6/30/2024) .
Employment Terms
- Executive Director appointment: Board appointed Mr. Teo Executive Director effective October 22, 2025; employment agreement provides $120,000 annual share compensation issued monthly based on VWAP .
- Original Teo Employment Agreement (COO→CEO): base salary schedule above; termination by either party with 120‑day notice (effective Aug 1, 2023) .
- Non‑compete/non‑solicit: Not disclosed for Mr. Teo’s agreements (the 2025 CEO agreement for Mr. Thow includes non‑solicit, but such terms are not stated for Mr. Teo in available filings) .
- Change‑of‑control economics: Under the 2025 Equity Incentive Plan, if awards are not assumed/substituted, time‑based awards fully vest and performance awards are deemed achieved at 100% of target; Section 409A constraints apply to payout timing .
- Clawback: Plan includes recoupment of compensation to the extent permitted by applicable law/stock exchange rules .
Board Governance and Director Service
- Board service history: Director since 2021 (during prior board composition); resigned from CEO and director roles on June 13, 2024; reappointed as Executive Director on October 22, 2025 .
- Committee roles: As of July 10, 2025, committee chairs were independent directors (Audit: Wei Ping Leong; Compensation: Wai Kuan Chan; Nominating & Corporate Governance: Kok Pin “Darren” Tan). Mr. Teo was not listed as a committee member in that proxy; independence for executive officers (e.g., CEO) is explicitly not recognized under Nasdaq rules in the filing .
- Executive sessions: Independent directors met once in 2024; non‑management executive sessions occur at each regular board meeting per policy .
Company Performance Context (last 4 quarters)
| Metric | Q2 2025 | Q3 2025 | Q4 2025 | Q1 2026 |
|---|---|---|---|---|
| Revenue ($USD) | $301,898 | $666,521 | $1,154,767 | $182,527 |
| EBITDA ($USD) | -$665,122* | -$16,216* | -$3,692,452* | -$1,719,118* |
| Net Income ($USD) | -$232,332* | $1,259,965 | -$23,454,414* | -$2,133,904* |
Values with an asterisk were retrieved from S&P Global.
Related‑party Transactions & Red Flags
- Interest‑free loan balances and auto loan repayment arrangement tied to Mr. Teo (governance sensitivity) .
- Debt‑for‑equity issuance of restricted shares to Mr. Teo and another director to settle indebtedness (dilution/overhang risk and potential governance concern) .
- No legal proceedings involving Mr. Teo disclosed in the 2024 proxy; similar absence of proceedings in the 2025 proxy narrative .
Insider Transactions and Selling Pressure
- Executive Director compensation structure includes monthly share issuances based on VWAP (potential ongoing issuance overhang). Specific Form 4 insider sales by Mr. Teo were not identified in the filings reviewed; the 2024 and 2025 proxies and 8‑Ks did not disclose transaction‑level selling activity for Mr. Teo .
Compensation Structure Analysis
- Shift toward equity: Mr. Teo’s 2025 executive director arrangement is entirely stock‑based ($120k in shares annually, issued monthly)—increasing equity alignment but potentially creating regular supply into the market .
- At‑risk pay via plan: The 2025 Equity Plan enables PSUs and other performance awards with robust metric flexibility, plus full acceleration if awards are not assumed in a change‑of‑control (shareholder‑unfriendly if misapplied; mitigated by clawback language) .
- Guaranteed vs. performance: No disclosed target/actual cash bonuses for Mr. Teo; his disclosed 2025 equity compensation is time‑based, not performance‑conditioned .
Investment Implications
- Alignment vs. overhang: Monthly VWAP‑based share issuance aligns Mr. Teo with equity outcomes but may add issuance overhang; monitor any Form 4 selling and vesting/issuance cadence .
- Governance risk: Prior related‑party loans/auto‑loan support and debt‑for‑equity issuance to insiders warrant continued governance scrutiny; executive director status implies non‑independence and reduced checks‑and‑balances at the board level .
- Event risk: The 2025 Equity Plan’s full vesting on non‑assumption in a change‑of‑control increases potential payout acceleration; clawback provisions partially mitigate risk and support pay recapture in adverse scenarios .
- Execution risk: Operating results are volatile; revenue fell sharply in Q1 2026 after Q4 2025, with negative EBITDA across most quarters—sustained improvement is needed to justify equity‑heavy compensation alignment .