Keyur Patel
About Keyur Patel
Keyur Patel (age 59) has served as an independent director of Gaia, Inc. since May 2017. He is Chairman and CEO of Fuse+Media Pvt. Ltd. (since 2008) and brings deep operating, technology, and strategy experience, including leading turnarounds at Inktomi and Maxtor, and senior roles at KPMG Consulting Worldwide (Managing Partner & Chief Strategy Officer), KPMG Internet business (CEO), Price Waterhouse Technology Consulting (Managing Partner/Managing Director), and as General Partner at ComVentures . Gaia’s board has determined Mr. Patel is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inktomi | Turnaround leadership | Not disclosed | Technology and operational restructuring experience |
| Maxtor | Turnaround leadership | Not disclosed | Manufacturing/operations and corporate strategy execution |
| Fabrik, LLC | Co‑Founder & Chairman | Not disclosed | Growth and product strategy in storage/software |
| Brience; Metrius; Webvibe; Phoenix Software | Incubated/ran companies | Not disclosed | Early-stage building, scaling, and commercialization |
| KPMG Consulting Worldwide | Managing Partner & Chief Strategy Officer | Not disclosed | Global strategy; large‑scale consulting leadership |
| KPMG Internet business | Chief Executive Officer | Not disclosed | Digital transformation; internet strategy |
| Price Waterhouse Technology Consulting Practice | Managing Partner & Managing Director | Not disclosed | Technology consulting leadership and business development |
| ComVentures | General Partner | Not disclosed | Investment management; venture oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fuse+Media Pvt. Ltd. | Chairman & CEO | Since 2008 | Ongoing executive role; media/technology domain |
Board Governance
- Independence: Gaia’s board determined Mr. Patel is independent under NASDAQ standards .
- Committee Assignments (current and expected changes):
- Audit Committee: Member alongside Kristin Frank; Paul Sutherland (Chair). Expected change post‑2025 AGM: Mr. Patel to resign; Robert Grant to join; Sutherland to remain Chair .
- Compensation Committee: Member; Kristin Frank (Chair); Paul Sutherland (Member) .
- Committee Activity Levels: Audit Committee held 5 telephonic and 1 in‑person meeting in 2024; Compensation Committee held 1 in‑person meeting in 2024, indicating moderate cadence and workload .
- Board Attendance: Company disclosed that the majority of directors attended at least 75% of board and committee meetings in 2024; director‑specific attendance rates were not provided .
- Executive Sessions: Board meets periodically in executive session .
- Controlled Company Context: Gaia is a controlled company; Chairman Jirka Rysavy holds all 5,400,000 Class B shares and sufficient votes to constitute a quorum and elect all directors. Board is exempt from NASDAQ independent director oversight rules for nominations and does not maintain a nominating committee .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Cash Meeting Fees (in‑person) | $5,500 per board/committee meeting | Since April 2022; prior $5,000 |
| Annual Cash Meeting Fees (telephonic) | $2,200 per board/committee meeting | Since April 2022; prior $2,000 |
| Audit Committee Additional Cash (2024) | $20,000 for 2024 services | One‑time noted for 2024 |
| Director Cash/Equity for Patel | Foregoes all compensation | Mr. Patel elected to forego compensation as a director |
Performance Compensation
| Equity Component | Amount/Terms | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant for non‑employee directors | $52,250 grant date fair value | Vests at next annual meeting (one‑year) | Standard director equity |
| Committee Chair RSU – Audit | $22,000 grant date fair value | Vests at next annual meeting | For audit chair (Sutherland) |
| Committee Chair RSU – Compensation | $11,000 grant date fair value | Vests at next annual meeting | For compensation chair (Frank) |
| Multi‑committee RSU | $11,000 grant date fair value | Vests at next annual meeting | Additional RSU for serving on >1 committee |
| Equity for Patel | None (foregoes) | N/A | Mr. Patel elected to forego compensation |
Note: Director RSUs are time‑based; no performance metrics (e.g., TSR, EBITDA, ESG) are disclosed for director equity awards .
Other Directorships & Interlocks
| Company | Role | Public/Private | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed in Gaia’s proxy . |
Expertise & Qualifications
- Technology/media operator with turnaround experience (Inktomi, Maxtor) and founder/operator background (Fabrik, Brience, Metrius, Webvibe, Phoenix Software) .
- Senior consulting and strategy leadership (KPMG Consulting Worldwide; Price Waterhouse Technology Consulting) .
- Investment/venture experience (General Partner at ComVentures) supporting finance and capital allocation expertise .
- Board skill taxonomy highlights “Financial Expertise” and “Industry and Technical Expertise,” aligning with Gaia’s streaming/content focus .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class A | Notes |
|---|---|---|---|
| Keyur Patel | — | —% | No beneficial ownership disclosed |
| Hedging/Pledging Policy | Prohibited for directors | — | Insider trading policy prohibits derivatives, hedging, and pledging by directors and executive officers |
Governance Assessment
- Strengths
- Independent status and service on both Audit and Compensation Committees; no disclosed compensation committee interlocks .
- Foregoing all director compensation (cash and equity) reduces direct pay conflicts and signals modesty in pay; however, it also reduces equity‑based alignment with shareholders .
- Insider trading policy prohibits hedging/pledging, mitigating misalignment or leverage‑related risks .
- No delinquent Section 16 filings noted for Mr. Patel; company flagged only one late Form 4 for another director in 2024 .
- Risks / RED FLAGS
- Controlled company status: Chairman holds majority voting power, can elect all directors, and nominations lack independent oversight—this can diminish board autonomy and investor confidence in checks and balances .
- Ownership alignment: No disclosed share ownership for Mr. Patel; absence of equity stake may limit “skin‑in‑the‑game” alignment (balanced against his decision to forego compensation) .
- Committee Transition: Expected resignation from Audit post‑2025 meeting may reduce Mr. Patel’s direct involvement in financial oversight; monitor committee composition and continuity .
- Related‑Party/Conflicts
- No related‑party transactions disclosed involving Mr. Patel. Related transactions disclosed involve AWM, Igniton, and Crown Sterling (connected to director nominee Robert Grant), with the board affirming Grant’s independence despite Crown Sterling’s $1M equity investment in Gaia in Feb 2025 .
Compensation Committee Analysis (Context)
- Compensation Committee: Kristin Frank (Chair), Keyur Patel, Paul Sutherland—each independent; no interlocking relationships requiring disclosure .
- Use of Consultants: No independent compensation consultant engaged in 2024; committee may seek input periodically .
- Clawback: Company maintains a policy for recoupment of certain performance‑based compensation .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2023 say‑on‑pay approved; next advisory vote on NEO compensation scheduled for 2026 per triennial frequency vote .
Attendance & Engagement (Context)
- Board: Two telephonic and two in‑person meetings in 2024; majority of directors attended ≥75% of combined board/committee meetings; most current directors attended the 2024 annual meeting. Director‑specific attendance rates (including Mr. Patel) were not disclosed .
Other Notes
- Audit Committee Report: Confirms oversight and auditor independence; committee members listed include Mr. Patel, with Sutherland as Chair and Frank as member .
- Auditor Fees: Presented for 2023–2024; no conflicts noted relevant to Mr. Patel .
Citations: All facts and figures above are sourced from Gaia, Inc. DEF 14A (Apr 8, 2025): .