Heidy Chow
About Heidy Chow
Heidy Chow, 47, is an independent Class II director of VirnetX Holding Corporation (VHC) since June 2024, with her current term expiring at the 2027 annual meeting. She is a Certified Public Accountant (licensed since March 2008) with 20+ years in finance and accounting; she holds a B.S. from California Polytechnic University, Pomona (2002). She currently serves as CFO of Snail Inc. (NASDAQ: SNAL) and Snail Games USA, Inc., and has previously been a partner at The Pun Group, LLP and a manager at Ernst & Young. The Board determined Ms. Chow meets NYSE and SEC independence standards; she was appointed in March 2025 to the Audit, Compensation, and Nominating & Corporate Governance committees. She did not attend VHC’s 2024 annual meeting; overall Board attendance in 2024 was at least 75% for all directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Pun Group, LLP | Partner | Aug 2015 – Sep 2020 | Led public company audit/finance engagements (CPA background) |
| Ernst & Young | Manager | Jul 2014 – Jun 2015 | Oversaw audit/advisory work; public company exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Snail Inc. (NASDAQ: SNAL) | Chief Financial Officer; Director | CFO since Nov 2022; Director since Jan 2022 | Public company officer/director; tech/gaming finance oversight |
| Snail Games USA, Inc. | Chief Financial Officer; Director | CFO since Sep 2020; Director since Nov 2021 | Subsidiary governance; digital entertainment investments |
| Franklin Wireless Corp. | Audit Committee Chair | Since 2019 | Audit leadership; financial oversight at public company |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Ms. Chow is independent under NYSE/SEC rules; also eligible for enhanced audit and compensation committee standards |
| Board Class & Term | Class II; term expires at the 2027 annual meeting; director since 2024 |
| Committee Memberships | Appointed March 2025 as member of Audit (Chair: T.M. O’Brien), Compensation (Chair: G.W. Feiner), and Nominating & Corporate Governance (Chair: M.F. Angelo) |
| Attendance | Board held 6 meetings in FY2024; no director attended fewer than 75% of Board and applicable committee meetings |
| Annual Meeting Attendance | 2024 annual meeting: all current directors attended except Ms. Chow (attendance encouraged but not required) |
| Committee Meeting Frequency (2024) | Audit: 5; Compensation: 5; Nominating & Corporate Governance: 5 |
| Clawback Policy | Compensation Committee reviews, approves, and administers the Company’s compensation recovery policy |
| Stock Ownership Guidelines | None adopted; directors not required to hold a minimum; hedging/derivative transactions prohibited by insider trading policy |
Fixed Compensation
| Cash Fee Schedule (Policy for 2024) | Amount (USD) |
|---|---|
| Annual Board Retainer (non‑employee directors) | $75,000 |
| Committee Chair – Audit | $25,000 |
| Committee Chair – Compensation | $15,000 |
| Committee Chair – Nominating & Corporate Governance | $15,000 |
| Committee Member (non‑chair) – Audit | $5,000 |
| Committee Member (non‑chair) – Compensation | $5,000 |
| Committee Member (non‑chair) – Nominating & Corporate Governance | $5,000 |
| Meeting Fees | None (no per‑meeting fees paid) |
| Ms. Chow – 2024 Cash Fees | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash (pro‑rated due to June 2024 appointment) | $37,500 |
Performance Compensation
| Stock Awards (2024) | Detail |
|---|---|
| Aggregate Grant Date Fair Value (RSAs) | $83,475; Company values RSAs at grant‑date fair market value; most recent director option grants occurred in FY2023 (none in 2024) |
| Outstanding Unvested Stock Awards (as of 12/31/2024) | 22,500 shares (RSAs) |
| Director Equity Award Structure | Vesting & Conditions |
|---|---|
| Initial Award (upon board entry) | Lesser of 22,500 shares or $450,000 ÷ FMV at grant; vests 1/3 annually on each anniversary; any unvested shares fully vest before the third annual meeting following appointment; accelerates fully immediately prior to a change in control |
| Annual Award (for continuing directors) | Lesser of 7,500 shares or $150,000 ÷ FMV at grant; vests at earlier of one‑year anniversary or day prior to next annual meeting; accelerates fully immediately prior to a change in control |
| Company‑Wide CIC Equity Treatment | All unvested options, RSUs, and RSAs vest immediately prior to consummation of a change in control (as defined in the plan) |
Other Directorships & Interlocks
| Company | Public? | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Snail Inc. (SNAL) | Yes | CFO; Director | External public company officer/director; Board affirms independence for VHC committees |
| Franklin Wireless Corp. | Yes | Audit Chair | Separate public issuer; no VHC compensation committee interlocks in 2024 |
Expertise & Qualifications
- CPA (licensed since March 2008); multi‑industry finance/accounting experience over 20+ years
- Public company CFO and director in technology/digital entertainment; audit committee leadership at a public company since 2019
- Board deemed independent and eligible for enhanced audit/compensation committee standards
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (as of 3/31/2025) | 22,500 shares; less than 1% of 4,238,581 shares outstanding |
| Vested vs. Unvested (12/31/2024) | Unvested RSAs: 22,500; options: none |
| Hedging/Pledging | Hedging and derivative transactions prohibited by policy; no disclosure of pledged shares |
Insider Trades
| Filing | Date | Key Details | Source |
|---|---|---|---|
| Form 3 – Initial Statement of Beneficial Ownership | Jun 18, 2024 | Initial filing upon joining Board | |
| Form 4 – Statement of Changes in Beneficial Ownership | Jun 18, 2024 | RSAs grant filing; changes reported | |
| Form 4 – Statement of Changes in Beneficial Ownership | Jun 16, 2025 | Additional changes reported |
Governance Assessment
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Strengths:
- Independent director with CPA credential and public company CFO/audit chair experience; appointed to all three key committees in March 2025, enhancing board financial oversight capacity.
- Equity‑heavy compensation aligns director incentives with shareholders; initial RSA award featuring multi‑year vesting and change‑in‑control acceleration consistent with market norms.
- Clear committee responsibilities and existence of a Clawback Policy overseen by the Compensation Committee.
-
Watch items / potential red flags:
- No stock ownership guidelines for directors or executives; while hedging is prohibited, absence of minimum ownership standards may reduce alignment versus best practices.
- Non‑attendance at 2024 annual meeting (attendance not required); monitor engagement in future annual meetings.
- Multiple external commitments (CFO and director roles at Snail Inc.; audit chair role at Franklin Wireless) could create time‑management constraints; Board nonetheless affirmed independence and committee eligibility.
- Broader Company related‑party ecosystem involves family members of executives (not involving Ms. Chow); compensation committee oversight disclosed but remains a general governance risk context.
-
Shareholder sentiment context:
- 2024 say‑on‑pay support 1,184,936 For vs. 424,264 Against (10,313 abstentions; 782,807 broker non‑votes); monitor trends in future votes as a governance signal.