Monaz Karkaria
About Monaz Karkaria
Monaz Karkaria is an Independent Director of AIRE, serving on the board since January 2022 after previously serving as the company’s Chief Operating Officer until her resignation in January 2022 . She is 51 years old as of August 25, 2025, and holds a Bachelor’s degree from the All India Institute of Physical Medicine and Rehabilitation . In AIRE’s 2025 proxy, she is listed as an “Independent Director,” whereas in 2024 she was determined not independent under Nasdaq rules (alongside then-CEO/Chair Giri Devanur), reflecting a change in independence status year-over-year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AIRE (reAlpha Tech Corp.) | Chief Operating Officer | From inception to January 2022 | Founding operating executive prior to joining the board |
| Business Consulting (Brazil) | Consultant | 2006–2008 | International operating exposure |
| ZANT (non-profit) | Social Director | 2015–2017 | Community engagement role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ben Zen Investments LLC | Owner & Founder | Since 2013 | Private investment entity (real estate) |
| Ben Zen Properties LLC | Owner & Founder | Since 2013 | Private real estate entity |
Board Governance
- Independence: Listed as “Independent Director” in 2025; in 2024 she was not independent under Nasdaq standards, indicating the board re-evaluated independence (likely as her executive role receded into the past) .
- Committee assignments: Not listed as a member of the Audit, Compensation, or Nominating & Governance Committees in 2025; those committees are composed of independent directors Balaji Swaminathan (audit chair), Brian Cole, and Dimitrios Angelis (governance chair) .
- Attendance: In 2024, the board held 5 meetings; each director attended at least 75% of meetings of the board and of committees of which they were members .
- Board size and nominees (2025): Five directors, including Karkaria, were nominated for re-election; the board recommended “FOR” all nominees .
| Governance Item | 2024 Detail |
|---|---|
| Board meetings held | 5 meetings |
| Audit Committee meetings | 2 meetings |
| Compensation Committee meetings | 1 meeting |
| Nominating & Governance Committee meetings | 0 meetings |
| Director attendance threshold | At least 75% for each director |
Governance signal: On July 16, 2025, Karkaria entered a voting agreement with the Executive Chairman (Giri Devanur) and CEO (Michael Logozzo), collectively committing 39.14% of outstanding common stock (as of Aug 11, 2025) to vote in favor of the Nasdaq 20% Issuance Proposal; this insider coordination may affect perceptions of minority shareholder influence .
Fixed Compensation
| Component | Amount/Terms | Period | Notes |
|---|---|---|---|
| Annual retainer (non-executive directors) | $25,000 (cash, paid quarterly) | Year ended Dec 31, 2024 | Plus reimbursement of reasonable travel/out-of-pocket expenses |
| Monaz Karkaria – Fees earned | $25,000 (cash) | Year ended Dec 31, 2024 | No stock awards disclosed for Karkaria in 2024 |
| Policy change – form of director pay | Equity in shares equal to $25,000 annually, issued quarterly | Effective Q3 2025 | Unanimously approved Aug 11, 2025; first quarterly issuance in Q3 2025 to each director |
Notes:
- Additional one-time equity for other directors in 2024: Angelis and Swaminathan each received $50,000 in stock awards (ASC 718 grant-date fair value); no such award for Karkaria .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based elements (directors) | None disclosed for directors; the 2025 policy change delivers retainer value in shares but without disclosed performance metrics (time-based equity) |
| Options/PSUs (directors) | No option or PSU awards disclosed for Karkaria in 2024 |
Other Directorships & Interlocks
| Company | Board Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Karkaria |
Expertise & Qualifications
- Real estate operating and transaction experience: investing since 1999; over 100 real estate transactions; founder/owner of Ben Zen entities .
- Operating executive background: former COO of AIRE (from inception to Jan 2022) .
- Education: Bachelor’s degree from the All India Institute of Physical Medicine and Rehabilitation .
Equity Ownership
| As-of Date (Record) | Shares Beneficially Owned | % of Outstanding Shares | Basis of Calculation |
|---|---|---|---|
| Oct 23, 2024 | 2,947,991 | 6.43% | Based on 45,864,503 common shares outstanding |
| Aug 11, 2025 | 2,947,991 | 3.51% | Based on 83,765,739 common shares outstanding (plus preferred noted) |
Additional ownership signal:
- Voting agreement: Karkaria joined Devanur and Logozzo in agreeing to vote controlled shares in favor of Proposal 4 (Nasdaq 20% Issuance), with the three together representing 39.14% of outstanding common stock as of Aug 11, 2025 .
No disclosures found for:
- Vested vs. unvested breakdown for Karkaria, options held, or pledged/hedged shares .
Governance Assessment
Strengths
- Material skin-in-the-game: ~3.51% beneficial ownership as of Aug 11, 2025 (2,947,991 shares), aligning incentives; previously 6.43% on a smaller share base in 2024 .
- Shift to equity-based director compensation (from Q3 2025) enhances alignment with shareholder returns via quarterly share issuance .
- Attendance threshold met: In 2024, each director attended at least 75% of applicable meetings, supporting baseline engagement .
- Independence status improved: Reclassified as independent director in 2025 after being non-independent in 2024 due to prior executive relationship .
Risks and Watch Items
- Concentrated insider voting: 2025 voting agreement among the Executive Chair, CEO, and Karkaria consolidated 39.14% voting power on a key issuance proposal—this can diminish minority influence and invites scrutiny of board independence in practice .
- Committee influence: Karkaria is not listed on audit, compensation, or governance committees; she therefore has limited direct oversight roles in financial reporting, executive pay, or nominations relative to independent peers (Cole, Angelis, Swaminathan) .
- Related-party exposure elsewhere on board: A disclosed related-party financing by AiChat (subsidiary) through an entity controlled by another director’s spouse (SEA) underscores governance risk context, though no related-party transactions are disclosed for Karkaria specifically .
RED FLAGS
- Insider voting agreement coordinating a large voting bloc on capital issuance (perception of control) .
- Prior non-independence due to recent executive role (improving, but a near-term lookback consideration for some investors) .
Overall implication for investor confidence
- Karkaria’s significant ownership and the board’s move to equity-based director pay support alignment; the shift to independent status is positive. However, her lack of committee roles and participation in a large insider voting agreement warrant ongoing monitoring of board independence and minority shareholder protections .