Dennis Gao
LIVE VENTURESAbout Dennis (De) Gao
Independent director at Live Ventures since 2012; age 45; resides in Las Vegas, Nevada. Co‑founded Oxstones Capital Management in 2010; prior roles in financial reporting and systems at Procter & Gamble and the IRS. MBA (Finance & Accounting) from Georgetown University; B.S. (Computer Science and Economics) from the University of Maryland. Designated “audit committee financial expert” by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oxstones Capital Management | Co‑founder | Jul 2010–present | Entrepreneurial/investment platform; strategic and financial oversight |
| Procter & Gamble | Product owner for consolidation system (financial reporting consolidation) | Jun 2008–Jul 2010 | Led P&G’s financial report consolidation process |
| Internal Revenue Service (CFO Division) | Financial Analyst | May 2007–May 2008 | Financial analysis within CFO organization |
External Roles
| Company/Organization | Type | Role | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy for Mr. Gao. |
Board Governance
- Independence: Board determined Mr. Gao is independent under Nasdaq rules. Majority of the Board is independent (Butler, Gao, Sickmeyer).
- Board & committee attendance: The Board met 4 times in FY2024 and no director attended fewer than 75% of applicable meetings.
- Board leadership: CEO also serves as Chair; no Lead Independent Director.
- Committee assignments (FY2024) and expertise:
- Audit Committee: Chair (financial expert); committee met 5 times.
- Compensation Committee: Member; committee met 2 times.
- Governance & Nominating Committee: Member; committee met 2 times.
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $30,000 | $2,500/month; applies to independent directors (Butler, Gao, Tony Isaac, Sickmeyer) |
| Committee chair/member fees | — | No separate committee or chair fees disclosed |
| Meeting fees | — | No meeting fees paid |
| Other cash/consulting | — | None disclosed for Mr. Gao (Tony Isaac received a separate consulting fee) |
Performance Compensation
| Instrument | FY2024 Grants | Terms | Performance Metrics |
|---|---|---|---|
| Stock awards (RSUs/PSUs) | — | No director stock awards reported for FY2024 | — |
| Stock options | — | No director option awards reported for FY2024 | — |
Other Directorships & Interlocks
| Person | External Public Company Boards | Interlocks/Notes |
|---|---|---|
| Dennis (De) Gao | None disclosed | No disclosed interlocks with customers/suppliers/competitors |
| Board context (for awareness) | Some other LIVE directors also serve at ALT5 Sigma Corporation (formerly JanOne Inc.) | Tony Isaac (President/director) and Richard D. Butler (director) at ALT5; not attributed to Mr. Gao |
Expertise & Qualifications
- Financial reporting and controls; designated “audit committee financial expert” and financially literate under Nasdaq standards.
- Systems/operations exposure via P&G consolidation platform ownership; prior federal financial analysis experience.
- Advanced finance/accounting education (Georgetown MBA) and quantitative background (Computer Science/Economics).
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | Source/Assumptions |
|---|---|---|---|
| Dennis (De) Gao | 7,493 | ≈0.24% (7,493 / 3,076,802) | Shares outstanding as of May 9, 2025 = 3,076,802; calculation approximate |
- Hedging policy: Company prohibits hedging transactions by directors, officers, and employees.
- Pledging: No pledging by Mr. Gao disclosed in the proxy.
- Equity alignment: No FY2024 director equity awards; ownership via open holdings noted above.
Governance Assessment
-
Strengths
- Independent director since 2012 with strong attendance and broad committee coverage; chairs Audit and is the Board’s designated audit committee financial expert.
- Governance breadth across Compensation and Governance & Nominating committees supports board effectiveness and oversight continuity.
- Hedging policy in place, reinforcing alignment with shareholders.
-
Watch items / potential red flags (structural)
- No Lead Independent Director while CEO serves as Board Chair. This elevates the importance of committee leadership (especially Audit) for checks and balances.
- Controlling shareholder environment (ICG/Jon Isaac beneficially own 51.2%) with multiple related‑party financings (ICG loans, revolver, affiliate notes). Audit Committee (chaired by Mr. Gao) reviews such transactions under its charter—oversight quality is critical for investor confidence.
- Company‑level SEC litigation from 2021 remains pending at the summary judgment stage; while not specific to Mr. Gao, it underscores governance and disclosure risk that board committees must oversee.
-
Compensation and alignment signals
- Director compensation is modest and entirely cash-based ($30k), with no FY2024 equity grants—this limits automatic dilution but may reduce direct equity alignment relative to equity‑heavy director pay models. Mr. Gao’s personal ownership (7,493 shares) provides some alignment.
-
Say‑on‑Pay and shareholder engagement context
- Company cites “overwhelming” support at the 2022 say‑on‑pay vote and recommends triennial frequency; next say‑on‑pay targeted for 2028. Compensation Committee (of which Mr. Gao is a member) does not benchmark to a peer group and did not use consultants in FY2024.
-
Related‑party transactions and approvals
- Numerous related‑party loans with ICG and others; Audit Committee is responsible for reviewing/approving all related‑party transactions. Continued transparent disclosure and robust recusal/approval processes are essential; investors should monitor Audit Committee reports and outcomes under Mr. Gao’s chairmanship.