Management Change/Compensation - Form 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of the Company's Chief Executive Officer; Appointment of the Company's Co-Chief Executive Officers

On April 15, 2024, Jim S. Tsai notified Hai Shi, the Chairman of the Board of Directors (the "Board") and Chief Strategy Officer of Snail, Inc. (the "Snail"), of his decision to resign from his position as the Chief Executive Officer of Snail and all of Snail's subsidiaries, including, Snail Games USA, Inc., a California corporation and a wholly owned subsidiary of Snail ("Snail Games," and together with Snail, jointly and severally, the "Company"), with such resignation effective April 15, 2024; however, Mr. Tsai would remain with the Company for a 30-day transition period. On April 15, 2024, Mr. Tsai also notified the Company that he would continue to serve as a member of the Board of Directors; however, he was resigning, effective April 15, 2024, as Chairman of the Nominating and Corporate Governance Committee of the Board and as a member of the Compensation Committee of the Board. Mr. Tsai's resignation from his positions with the Company was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices, including any matters concerning the Company's controls or any financial or accounting-related matters or disclosures.

On April 15, 2024, in conjunction with Mr. Tsai's resignation as the Company's Chief Executive Officer, the Company appointed Hai Shi and Xuedong (Tony) Tian to serve as the Company's new Co-Chief Executive Officers, effective April 15, 2024. Mr. Tsai has agreed to remain with the Company for a one-month period (until May 15, 2024) to assist the Company's new management team with an orderly transition. Although Mr. Tsai is stepping down as the Chief Executive Officer of the Company, he will remain a member of Snail team, as he will continue to serve as a member of the Board of Directors. The Company's non-employee directors receive an annual cash retainer of $40,000, which is payable in quarterly installments in arrears. The Company's non-employee directors who are also "independent directors" under Nasdaq rules receive an annual grant in the amount of $60,000 in equity-based compensation in the form of restricted stock units with respect to shares of Class A common stock granted pursuant to the Snail, Inc. 2022 Omnibus Incentive Plan. Mr. Tsai will receive annual cash compensation of $120,000 and continue to be an invaluable resource to the Company and its management team going forward owing to his more than 25 years of experience developing and publishing video games in both Asia and the United States. The Company intends to leverage Mr. Tsai's business and gaming experience, which includes approximately 10 years as an executive officer for the Company, Snail Games USA Inc., the Company's wholly owned subsidiary, and their affiliated entities, by consulting with Mr. Tsai on various matters and requesting that he attend certain business meetings as a consultant, which would be in addition to his regular responsibilities as a member of the Board.

While Mr. Tian is new to the Company, he is a seasoned executive with extensive experience in the area of capital markets, and Mr. Shi is well known to the Company, its investors and stakeholders. Mr. Shi is the Founder, Chairman of the Board of Directors and Chief Strategy Officer of the Company and its subsidiaries, who is viewed as a pioneer in the video game industry. Mr. Shi is generally responsible for the Company's overall vision to date, which has included adapting the Company's current business model for the global markets, focusing on premium games and investing in video game development and publishing in North America and Europe. Mr. Shi will continue these roles and contributions to the Company and its subsidiaries as a Co-Chief Executive Officer while also working closely with Mr. Tian with respect to the day-to-day operations, growth and innovation of the Company. As stated above, effective April 15, 2024, Mr. Tsai's tenure as the Company's Chief Executive Officer will cease, and Messrs. Shi and Tian will begin their tenure as Co-Chief Executive Officers (and co-principal executive officers) of the Company and its subsidiaries.

Board of Directors and Certain Committees of the Board of Directors

On April 15, 2024, Mr. Tsai also informed the Company that he would cease to serve as Chairman of the Nominating and Corporate Governance Committee of the Board and as a member of the Compensation Committee of the Board; however, he would continue to serve as a member of the Board of Directors. In connection with Mr. Tsai's resignation from these positions on the Committees of the Board, the Board, as recommended by the Nominating and Corporate Governance Committee of the Board, appointed Heidy Chow, the Company's Chief Financial Officer and a member of the Board of Directors, to serve as: (i) the Chairperson of the Nominating and Corporate Governance Committee of the Board of Directors of the Company, and (ii) a member of the Compensation Committee of the Board of Directors of the Company.

Biographies

Xuedong (Tony) Tian

Prior to joining our Company, Mr. Tian served as Managing Director and Head of Capital Markets at US Tiger Securities, Inc. between October 2020 and April 2024 and the Chief Financial Officer and Director of Inkstone Feibo Acquisition Corporation, a special purpose acquisition company ("SPAC") to be listed on Nasdaq, between April 2022 and January 2024. From May 2012 to October 2020, Mr. Tian was the Founder and President of Weitian Group LLC, a corporate advisory and investor relations consulting firm. From April 2008 to May 2012, Mr. Tian was a sell-side equity analyst at various investment banks, including Oppenheimer & Co. Inc., Ladenburg Thalmann & Co. Inc., Ticonderoga Securities LLC, and Pacific Crest Securities LLC. Prior to his Wall Street career, Mr. Tian worked for Virgin Mobile USA and AT&T as a Finance Manager from January 2001 to March 2008. Mr. Tian also has been Managing Director and Head of Asia at Kingswood Investments LLC, a division of Kingswood Capital Partners, LLC, since April 2024, the Chief Financial Officer and Director of Aimfinity Investment Corp. I, a SPAC listed on Nasdaq, since March 2023; and the Chief Executive Officer and Director of Feutune Light Acquisition Corporation, a SPAC listed on Nasdaq, since 2022. Mr. Tian holds MBA degree from New York University, M.A. degree in Economics from the University of Connecticut and M.S./B.S. degrees in Land Resources and Management from China Agricultural University. Mr. Tian is a CFA charter holder and currently holds Series 7, 24, 63, and 79 licenses.

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