Patrick Keeley

About Patrick Keeley

Patrick Keeley (age 76) has served on CURI’s Board since November 2018; he is Vice Chairman – Investment Banking and Senior Managing Director at Stifel, having previously served as Co‑Head of Investment Banking at Stifel (2008–2017). He holds a BA in Business Administration from Georgetown University and a JD from Fordham University . The Board has affirmatively determined he is independent under Nasdaq rules, specifically considering his employment with Stifel in that assessment .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee Chair; Audit Committee member .
• Audit committee financial expertise: Audit Committee members, including Mr. Keeley, are designated “audit committee financial experts” under Item 407(d)(5) .
• Independence and committee independence: Board determined Mr. Keeley is independent; Audit and Compensation Committees comprise independent directors under Nasdaq standards .
• Attendance and engagement: Board met 7 times in 2024; Audit 8; Compensation 6; Nominating 1; no director attended less than 75% of meetings; all directors attended last year’s annual meeting .
• Insider trading/hedging/pledging policy: Directors are prohibited from hedging and short sales; pledging or margin accounts require advance approval from General Counsel; Rule 10b5‑1 plans permitted if compliant .

Fixed Compensation

Notes: Mr. Keeley’s 2024 fees align with one chair role (Compensation Committee) plus one member role (Audit Committee) in addition to the base retainer ($50,000 + $24,000 + $13,500 = $87,500) .

Performance Compensation

• Structure shift: The company moved from value‑based RSU grants (set equal to cash compensation in 2022) to fixed‑share RSU awards in 2024 (57,000 RSUs), lowering award value alongside share price changes—reducing guaranteed equity and increasing market sensitivity .
• Performance metrics: No performance‑based metrics are disclosed for director RSUs; director equity appears time‑vested without revenue/EBITDA/TSR conditions .

Other Directorships & Interlocks

• Compensation Committee interlocks: The Compensation Committee (Chair: Patrick Keeley) includes Andrew Hendricks and Elizabeth Saravia, both with disclosed family/employment histories tied to the company’s founder and legacy entities; members (including immediate families/households) had direct or indirect material interests in transactions disclosed under “Certain Relationships and Related Party Transactions” .
• Stifel relationship: Stifel served as Legacy CuriosityStream’s exclusive financial advisor in the business combination and may be engaged for advisory/capital markets services in the future; Mr. Keeley and certain Stifel employees are stockholders in the Company . Mr. Keeley was originally appointed to the Board pursuant to an agreement between CURI and Stifel .

Expertise & Qualifications

• Finance and capital markets: Extensive IB leadership at Stifel and FBR; legal training (JD) providing governance depth .
• Audit competency: Designated audit committee financial expert and financially sophisticated under Nasdaq rules .

Equity Ownership

Vested/unvested and instruments (historical detail):

• As disclosed in 2023: 31,579 shares held directly; options to buy 16,067 shares (all vested); RSUs for 24,922 shares (vested as of Jan 1, 2023); RSUs for 62,278 shares scheduled to vest Mar 10, 2024 .
• 2024 director grant: 57,000 RSUs vesting May 8, 2025 (time‑based) .
• Hedging/pledging: Company policy prohibits hedging and restricts pledging/margin use without approval; no pledging by Mr. Keeley is disclosed .

Governance Assessment

• Strengths

  • Independent director with deep finance expertise; designated audit committee financial expert—positive for financial oversight .
  • Good attendance and engagement; all directors attended last annual meeting; no director fell below 75% threshold .
  • Director pay combines cash and equity; equity vesting aligns compensation to shareholder outcomes without guaranteed options or tax gross‑ups disclosed .

• Risks and Red Flags

  • Stifel affiliation: Mr. Keeley’s employment at Stifel, original board appointment via a Stifel agreement, and Stifel’s advisory roles and potential future engagements create perceived conflict risk; Board explicitly considered this for independence, but continued related‑party proximity warrants monitoring .
  • Compensation Committee composition: Members had material interests in transactions disclosed as related‑party—heightened scrutiny is appropriate when approving executive/director pay or transactions .
  • Concentrated insider ownership elsewhere on the Board (e.g., Hendricks entities) could influence governance dynamics, increasing the importance of robust independent committee processes .

• Implications for investors

  • Keeley’s finance and audit acumen supports board effectiveness; however, the Stifel link and committee interlocks present potential perceived conflicts. Vigilance around related‑party transaction approval rigor and transparent disclosure is advisable to sustain investor confidence .

Appendix: Board Structure Snapshot (for context)

• Board classes and terms indicate staggered structure; current committees and charters are available on the company’s investor site; family relationships among certain directors are disclosed, with policies and independence determinations noted .