Ketankumar Patel
About Ketankumar Patel
Ketankumar “Ketan” Patel is an independent director of Kaival Brands Innovations Group (KAVL), appointed on April 23, 2024, and shown as age 40 in the company’s latest proxy statement . He founded In and Out Liquors in 2017, overseeing strategy and operations in age‑restricted products, and holds a pharmacy degree from APC College of Pharmacy (Maharashtra, India), earned in 2005; he moved to the U.S. in 2006 . The Board has affirmatively determined that Mr. Patel is independent under Nasdaq rules . All directors, including Mr. Patel, attended at least 75% of Board meetings during their time of service in fiscal 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| In and Out Liquors (liquor franchise company) | Founder; oversees strategic plans and operations | 2017–present | Developed understanding of managing/selling high‑value, age‑restricted products |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No other public company directorships disclosed in KAVL’s proxy biographies for Mr. Patel |
Board Governance
- Committee assignments and roles (current per proxy): Compensation Committee Chair; member of Audit; member of Nominating & Corporate Governance .
- Independence: Board determined Mr. Patel is independent under Nasdaq rules .
- Attendance: Board met 24 times in fiscal 2024; all directors attended at least 75% of Board meetings during their service period .
- Committee activity: Audit Committee met 4 times in fiscal 2024; Compensation Committee and Nominating & Corporate Governance Committee did not meet in fiscal 2024 .
- Audit Committee composition and expertise: Audit currently includes Worner (Chair; audit committee financial expert), Modi, and Patel; all members deemed independent .
Fixed Compensation (Director)
| Fiscal Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 26,111 | Listed in “independent directors” table; proxy footnote states Mr. Patel (referenced as “Mr. Patel”) did not receive compensation for director service as he was a named executive officer; context in the proxy indicates the September 7, 2024 passing referenced elsewhere pertains to then‑CEO Nirajkumar Patel, not Ketankumar, creating a disclosure inconsistency to monitor . |
Performance Compensation (Director)
| Fiscal Year | Option Awards ($ FV) | Grant/Structure | Vesting/Other |
|---|---|---|---|
| 2024 | 21,643 | Reported in independent director compensation table | Footnote indicates 3,000 shares underlying vested options are excluded from beneficial ownership line and will be canceled prior to closing of the business combination (timing not specified in the table) . |
Note: The 2025 proxy presents Mr. Patel within an independent director pay table but footnotes state “Mr. Patel” did not receive director compensation as a named executive officer, conflicting with the table; elsewhere the proxy clearly states former CEO Nirajkumar Patel passed away on September 7, 2024, suggesting the “Mr. Patel passed away” footnote likely refers to Nirajkumar, not Ketankumar; investors should treat this as a disclosure quality red flag and seek clarification .
Other Directorships & Interlocks
- No other public company directorships or disclosed interlocks for Ketankumar Patel in the KAVL proxy .
- No family relationships among directors and executive officers are disclosed (mitigates related‑party concerns tied to surname overlap) .
Expertise & Qualifications
- Industry experience: Founder/operator in age‑restricted retail (liquor) since 2017, relevant to KAVL’s distribution and compliance environment .
- Education: Pharmacy degree, APC College of Pharmacy (Maharashtra, India), 2005 .
- U.S. experience: Relocated in 2006 .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Ketankumar Patel (Director) | 520,000 | 4.5% | Does not include 3,000 shares underlying vested options to be canceled prior to closing of the business combination . |
| Shares Outstanding (reference) | 11,542,302 | — | Outstanding as of Feb 25, 2025 (basis for percentages) . |
- Pledging/Hedging: No disclosure of pledging or hedging by Mr. Patel in the proxy .
- Ownership guidelines: No director ownership guideline disclosure specific to Mr. Patel identified in the proxy sections reviewed .
Related‑Party Exposure (Context for Board Oversight)
- KAVL purchased 100% of inventory (BIDI Stick, $0.3M in FY2024) from Bidi Vapor LLC, a related party controlled by then‑CEO/director Nirajkumar Patel and/or his wife; KAVL also paid ~$220,000 in license fees to Bidi, and had $131,683 payable at FY2024 year‑end .
- KAVL leases principal office/warehouse space from Just Pick (entered 6/10/2022), a related party due to ownership/control by then‑CEO/director Nirajkumar Patel .
- Revenue of $5,950 recognized from three companies owned by former CEO/director Nirajkumar Patel and/or his wife in FY2024 .
- No family relationships among current directors/officers disclosed, mitigating concerns that Ketankumar Patel has a familial tie to these related parties .
Governance Assessment
- Strengths: Independent status; immediate placement in key committees including as Compensation Chair; Audit Committee independence and presence of a designated financial expert (Worner) alongside Patel; Board‑level attendance threshold met during FY2024 .
- Watch items / Red flags:
- Committee effectiveness risk: Compensation and Nominating & Governance Committees did not meet in FY2024, despite Mr. Patel chairing Compensation; this undermines the cadence of pay oversight and governance processes and warrants scrutiny of 2025 activity and charters .
- Disclosure quality concern: The independent director compensation table shows cash and option values for “Ketankumar Patel” while footnotes state “Mr. Patel” (as a named executive officer) received no director compensation and “passed away” on Sept 7, 2024—context elsewhere clearly attributes the death to Nirajkumar Patel; investors should seek clarification on director pay attribution and footnote accuracy .
- Related‑party ecosystem: Material business with entities controlled by former CEO/director (Bidi, Just Pick) persists; while not tied to Ketankumar via disclosed relationships, the board (including Patel) must demonstrate robust conflict oversight and independence in commercial decisions .
Appendix: Committee Structure and Meetings (FY2024)
| Committee | Members | Chair | Meetings (FY2024) | Notes |
|---|---|---|---|---|
| Audit | Worner, Modi, Patel | Worner | 4 | All independent; Worner is “audit committee financial expert” . |
| Compensation | Patel, Worner, Modi | Patel | 0 | Committee did not meet in FY2024 . |
| Nominating & Corporate Governance | Modi, Worner, Patel | Modi | 0 | Committee did not meet in FY2024 . |
Notes on Say‑on‑Pay, Peer Group, and Insider Trades
- The reviewed proxy excerpts do not disclose say‑on‑pay outcomes, compensation peer group details, or director‑specific insider trading activity for Mr. Patel; additional sections of the DEF 14A or Form 4 filings would be required for a full view .