Kareem Sethi
About Kareem E. Sethi
Kareem E. Sethi is an independent director of Emerson Radio Corp. (MSN), serving on the Board since December 2007. He is 47 years old and has been Managing Director of Streetwise Capital Partners, Inc. since 2003; previously he was Manager, Business Recovery Services at PricewaterhouseCoopers LLP from 1999 to 2003. Mr. Sethi chairs the Audit Committee and has been designated the Board’s “audit committee financial expert.” Education was not disclosed in the proxy statement.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Manager, Business Recovery Services | 1999–2003 | Turnaround/accounting experience cited as Board qualification |
| Emerson Radio Corp. | Director | Since Dec 2007 | Audit Committee Chair; Audit Committee financial expert |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Streetwise Capital Partners, Inc. | Managing Director | Since 2003 | Ongoing principal occupation |
Board Governance
- Independence and structure: The Board determined Mr. Sethi is independent under NYSE American and SEC rules; MSN is a “controlled company” (Nimble holds ~72.4%), and therefore does not maintain separate nominating or compensation committees—those functions are handled by the full Board.
- Committee leadership: Audit Committee consists of Mr. Sethi (Chairman) and Mr. Yuen; Sethi is designated the “audit committee financial expert.” The Audit Committee held four formal meetings in Fiscal 2024.
- Board attendance and engagement: The Board held five formal meetings in Fiscal 2024; each director participated in each Board and committee meeting held during their service period. All nominees attended the March 21, 2024 annual meeting.
- Shareholder votes (March 20, 2025 Annual Meeting): Say‑on‑Pay was approved (For 16,243,567; Against 432,649; Abstain 55,902; Broker Non‑Votes 1,577,483). Frequency vote favored “3 years” (1,064,278 – 1 year; 290,346 – 2 years; 15,361,862 – 3 years; 15,632 – abstain; Broker Non‑Votes 1,577,483).
Fixed Compensation
| Component | Policy Detail | FY2024 Amount (Sethi) |
|---|---|---|
| Annual Director Retainer | $50,000 for Outside Directors in Fiscal 2024 | $50,000 |
| Audit Committee Membership Fee | Additional $15,000 per annum in Fiscal 2024 | $15,000 |
| Audit Committee Chair Premium | No additional fee for serving as Audit Chair | $0 |
| Meeting Fees | None (no additional fees for attendance) | $0 |
| Chairman of the Board Premium (if applicable to an Outside Director) | Additional $20,000 per annum (policy) | $0 (not applied to Sethi in FY2024 table) |
| Total Cash Paid to Sethi (FY2024) | Per Director Compensation Table | $65,000 |
| Forward Changes Effective Jan 1, 2025 | Annual Director fee increased to $55,000; Audit Committee membership fee increased to $20,000 | Policy update (applies prospectively) |
Notes: Directors are reimbursed for meeting-related expenses. MSN had no director meeting fees and no additional fee for serving as Audit Chair in FY2024.
Performance Compensation
| Element | FY2024 Status | Details/Notes |
|---|---|---|
| Equity awards to Directors (RSUs/PSUs/Options) | None | The Company did not have any equity compensation plans in existence as of March 31, 2024. |
| Performance metrics tied to Director pay | None disclosed | Director pay comprised cash retainers; no performance-based director compensation disclosed. |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships or interlocks disclosed for Mr. Sethi in the proxy biography. |
Expertise & Qualifications
- Accounting, corporate finance, and portfolio management experience; Board cites these as qualifications for his service.
- Audit Committee financial expert designation; chairs a two-member Audit Committee that meets regulatory requirements for smaller reporting companies.
- No family relationships among nominees, officers, or key employees.
Equity Ownership
| Holder | Feb 15, 2024 Shares | Feb 7, 2025 Shares | % of Class (both dates use 21,042,652 shares outstanding) |
|---|---|---|---|
| Kareem E. Sethi | 0 | 0 | 0% |
Notes: The proxy discloses all required Section 16 filings were timely for FY2024. No pledging/hedging by Mr. Sethi is disclosed; no director stock ownership guidelines are disclosed.
Governance Assessment
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Strengths
- Independent audit oversight: Sethi serves as Audit Committee Chair and audit committee financial expert; the committee met four times in FY2024 and recommended inclusion of audited financials in the 10‑K. Attendance was 100% for Board and applicable committee meetings.
- Shareholder support: Advisory Say‑on‑Pay passed; shareholders favored a three‑year frequency for Say‑on‑Pay, indicating no acute compensation-related discontent.
- Compliance signals: No Section 16(a) delinquencies reported for FY2024.
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Red Flags / Watch Items
- Controlled company status: Nimble (via affiliates) controls ~72.4% of shares; MSN relies on exemptions—no separate nominating or compensation committees; full Board sets executive compensation and nominations, which reduces independent oversight.
- Alignment risk: Mr. Sethi reported 0 shares beneficially owned as of both February 15, 2024 and February 7, 2025; MSN disclosed no equity plan for directors. This limits equity alignment for independent directors.
- Minimal audit committee size: Two-member Audit Committee (meets minimum for smaller reporting companies) may concentrate oversight responsibilities in a small group.
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Related-Party Oversight: The Audit Committee must pre‑approve any related‑party transactions >$120,000 and assess fairness to the Company; MSN also engages in transactions with its controlling stockholder’s affiliates from time to time. No Sethi-specific related-party transactions are disclosed.
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Say‑on‑Pay & Shareholder Feedback (reference)
- Say‑on‑Pay (3/20/2025): For 16,243,567; Against 432,649; Abstain 55,902; Broker Non‑Votes 1,577,483.
- Say‑on‑Pay frequency (3/20/2025): 1 year 1,064,278; 2 years 290,346; 3 years 15,361,862; Abstain 15,632; Broker Non‑Votes 1,577,483.