Form 4: Snail, Inc. Director Neil Foster Receives $180,000 in Restricted Stock Unit Grants

Snail, Inc. director Neil Foster was granted 133,332 Class A common stock restricted stock units valued at $180,000 as compensation for his board service.

Summary

• Neil Foster, a Director of Snail, Inc. (SNAL), was granted a total of 133,332 Class A common stock Restricted Stock Units (RSUs) on June 20, 2025.
• These grants were compensation for his service on the Board of Directors during Fiscal 2023, Fiscal 2024, and for serving on the date of the 2025 Annual Meeting of Stockholders.
• Each of the three grants consisted of 44,444 RSUs, calculated by dividing $60,000 by the closing stock price of $1.35 on the Nasdaq Capital Market on June 20, 2025.
• Two of the three RSU grants (for Fiscal 2023 and Fiscal 2024 service) vested immediately upon the execution of the Restricted Stock Unit Award Agreement.
• The third RSU grant (for service on the 2025 Annual Meeting date) will vest in four equal quarterly installments over one year.
• All grants were made under the Issuer's 2022 Omnibus Incentive Plan and were approved by the Compensation Committee of the Board and the Board itself, exempt under Rule 16b-3 of the Exchange Act.
• Following these transactions, Neil Foster beneficially owns 145,332 shares of Class A Common Stock.

Sentiment

Score: 6

Explanation: The document reports routine director compensation through equity grants, which is a positive for aligning interests but does not indicate significant new operational or financial developments. It's a standard disclosure.

Positives

• The RSU grants align director compensation with shareholder interests through equity awards.
• The immediate vesting of two grants provides immediate compensation for past service.
• The third grant's vesting schedule over one year incentivizes continued service.
• The grants were approved by the Compensation Committee and the Board, indicating proper governance.

Future Outlook

The third RSU grant will vest in four equal quarterly installments over one year, indicating a future vesting schedule and an incentive for continued service.

Management Comments

• The grants were "approved by the Compensation Committee of the Board and the Board" and are "exempt pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended."

Industry Context

Granting restricted stock units to non-employee directors is a common practice in publicly traded companies to compensate them for their service and align their interests with those of shareholders. This filing reflects a standard approach to director compensation within the industry.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) for director compensation is a widely adopted practice across U.S. public companies, including those listed on Nasdaq.
• The structure of immediate vesting for past service and time-based vesting for ongoing service is typical for incentivizing and compensating board members.
• The value of the grants ($60,000 per tranche) would need to be compared against director compensation benchmarks for companies of similar size, industry, and market capitalization to determine if it is above, below, or in line with industry averages. Without specific comparable company data, a precise assessment is not possible, but the mechanism is standard.

Corporate Governance

Related Party Transactions

• The RSU grants to Neil Foster, a director of Snail, Inc., constitute a related party transaction as they involve compensation from the company to a member of its board.

Stakeholder Impact

• Shareholders: The equity grants align the director's financial interests with those of shareholders, potentially encouraging decisions that enhance long-term shareholder value.
• Directors: Neil Foster receives compensation for his service, incentivizing his continued involvement and performance.

Next Steps

• The third RSU grant will vest in four equal quarterly installments over the course of one year, requiring continued service.

Key Dates

Keywords

Snail Inc., SNAL, SEC Form 4, Restricted Stock Units, RSUs, Director Compensation, Equity Compensation, Insider Transaction, Corporate Governance, Nasdaq Capital Market, Omnibus Incentive Plan