Ashesh Modi
About Ashesh Modi
Ashesh Modi (age 46) has served as an independent director of Kaival Brands Innovations Group, Inc. since April 23, 2024, and is Chair of the Nominating and Corporate Governance Committee and a member of the Audit and Compensation Committees . He is a pharmacist at Publix since 2017 and a licensed realtor since 2016; he holds a Bachelor of Pharmacy from A R College of Pharmacy, Sardar Patel University (India), and a Master’s in Public Health from the University of Oklahoma . The Board determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Publix | Pharmacist | 2017–present | Patient advisory; prescription review (professional role, not a board) |
| Lokation Real Estate | Realtor; Top 1% accolade | License since 2016; accolade in 2022 | Real estate transactions (professional role) |
| Indian Association of the Space Coast | President | 2017–2018 | Led community organization |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Indian Association of the Space Coast | President | 2017–2018 | Community leadership |
| Other public company boards | — | — | None disclosed in biographies or proxy |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; member, Audit and Compensation .
- Independence: Board determined Modi is “independent” under Nasdaq listing rules .
- Attendance and engagement: Board met 24 times in fiscal 2024 and all directors attended at least 75% of meetings; Audit Committee met 4 times; Compensation and Governance & Nominating did not meet in fiscal 2024 .
- Audit Committee report signatories: Modi, with Worner (Chair) and Patel (member) .
| Governance Item | FY 2024 | Notes |
|---|---|---|
| Board meetings | 24 | All directors ≥75% attendance |
| Audit Committee meetings | 4 | Worner (Chair), Modi, Patel |
| Compensation Committee meetings | 0 | Committee constituted; no meetings in FY 2024 |
| Governance & Nominating meetings | 0 | Modi (Chair); no meetings in FY 2024 |
| Independence status | Independent | Nasdaq standards |
Fixed Compensation
- Director cash retainer: $50,000 per year; paid quarterly .
- Committee chair cash fee: $5,000 per year for Governance & Nominating Committee chair .
- FY 2024 actual director pay (from proxy): Fees Earned $26,111; Option Awards grant-date fair value $21,643; Total $47,754 .
- Indemnification: Company provides D&O insurance (≥$1 million coverage) and indemnification per agreement .
| Metric | FY 2024 | Source |
|---|---|---|
| Annual board cash retainer (contract) | $50,000 | Director agreement |
| Chair fee – Governance (contract) | $5,000 | Director agreement |
| Fees earned or paid in cash (reported) | $26,111 | DEF 14A 2025 |
| Option awards (grant-date fair value, reported) | $21,643 | DEF 14A 2025 |
| Total director compensation (reported) | $47,754 | DEF 14A 2025 |
| Indemnification/D&O coverage | D&O insurance; indemnification per agreement | Indemnification agreement |
Performance Compensation
- Equity structure: Options to purchase 6,000 shares under the 2020 Plan; exercise price = closing price on grant date; vesting: 25% (1,500) on Effective Date (April 24, 2024) and 25% every three months thereafter; fully vested at the first anniversary (April 24, 2025), subject to continuous service .
- No performance metrics (e.g., TSR, revenue/EBITDA targets) are tied to director compensation in disclosures; director pay is cash retainer and time-vested options determined by the Compensation Committee .
| Equity Award Detail | Value/Terms | Notes |
|---|---|---|
| Award type | Stock options (2020 Plan) | For board service |
| Grant size | 6,000 options | As per agreement |
| Vesting schedule | 25% at 2024-04-24; 25% at each 3‑month anniversary; fully vested at 2025-04-24 | Subject to continuous service |
| Exercise price | Closing price on grant date | Nasdaq Capital Market closing price |
| Performance metrics | None disclosed for directors; committee may use market benchmarking | No TSR/financial targets disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Notes |
|---|---|---|---|
| None disclosed | — | — | No other current or recent public company directorships disclosed in biographies |
Expertise & Qualifications
- Education: Bachelor of Pharmacy (A R College of Pharmacy, Sardar Patel University); Master’s in Public Health (University of Oklahoma) .
- Industry exposure: Pharmacist since 2017; Realtor with multimillion-dollar transaction experience .
- Board qualifications noted by company: “qualified to serve on our Board due to his background in our industry” .
Equity Ownership
- Record date May 2, 2024: 1,500 shares underlying vested options (beneficial ownership entry for Modi) .
- Record date Feb 25, 2025: 520,000 shares beneficially owned (4.5% of class); footnote states excludes 3,000 shares underlying vested options to be canceled prior to closing of a business combination .
| Metric | As of May 2, 2024 | As of Feb 25, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 1,500 (options underlying, vested) | 520,000 |
| Percent of class | <1% | 4.5% |
| Options noted in footnotes | 1,500 vested | 3,000 vested options excluded; noted cancellation prior to business combination |
Governance Assessment
- Committee leadership and independence: Modi serves as Governance & Nominating Chair and is independent, supporting board oversight .
- Engagement signals: Named in Audit Committee report alongside the Chair; the Audit Committee met 4 times in FY 2024, indicating involvement in financial oversight .
- Attendance: Board met 24 times in FY 2024; all directors achieved at least 75% attendance, which is acceptable for micro-cap governance standards .
- Compensation governance: Compensation Committee did not meet in FY 2024, and Governance & Nominating did not meet in FY 2024; this limited formal committee activity is a governance caution, especially given committee leadership responsibilities .
- Conflicts/related-party: The 8‑K appointment disclosure affirms no Item 404 related-party transactions or family relationships for Modi; conflict-of-interest and non-compete provisions are embedded in his director agreement .
- Alignment: Reported beneficial ownership of 520,000 shares (4.5%) as of Feb 25, 2025 indicates meaningful skin-in-the-game, enhancing alignment with shareholders .
- Legal/regulatory: No legal proceedings disclosed for directors/officers over the past ten years .
- Indemnification/D&O: Robust indemnification and D&O insurance are in place per his agreements, which is standard but increases company obligations in litigation scenarios .
RED FLAGS: Limited FY 2024 committee meeting activity (Compensation Committee and Governance & Nominating did not meet) despite board transitions; monitoring future committee cadence and disclosures is warranted .