Umesh Patel

About Umesh Patel

Umesh Patel has served as an independent director of the company since October 7, 2016. He is designated by the Board as an audit committee financial expert and currently chairs the Audit Committee; he also sits on the Compensation and Nominating & Corporate Governance Committees. His background includes regulatory and investment experience as managing partner of DviBri LLC and executive roles at Fuse Group Holding Inc.; he holds a Bachelor of Commerce specializing in audits and accounts and an associate degree in hotel management and catering from Maharaja Sayaji Rao University in Baroda, India (1978) .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Patel is independent under NASDAQ listing standards and Rule 10A‑3; he is confirmed as an “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K .
• Executive sessions: Independent directors met 4 times in executive session in FY2024 .

Committee Assignments and Roles

Attendance and Engagement (FY2024)

Fixed Compensation (Non‑Employee Director; FY2024)

The company entered into director agreements with Patel (and other independent directors) covering fees and confidentiality/nondisclosure obligations .

Performance Compensation (Non‑Employee Director; FY2024)

Other Directorships & Interlocks

Expertise & Qualifications

• Financial expertise: Board confirmed Patel as an audit committee financial expert; chairs the Audit Committee, oversees auditor independence and pre‑approval of services .
• Regulatory/investment experience: Extensive background advising IPO‑seeking firms and investment services via DviBri LLC .
• Education: Bachelor of Commerce (audits/accounts) and associate degree in hotel management/catering from Maharaja Sayaji Rao University (1978) .

Equity Ownership

• Outstanding equity awards: No outstanding equity awards held by directors as of Dec 31, 2024 .
• Shares pledged/hedging: Not disclosed in reviewed filings .

Governance Assessment

• Strengths: Independent director since 2016; chairs Audit Committee and designated financial expert—supports financial reporting integrity and auditor oversight . 100% attendance at board and committee meetings in FY2024—strong engagement signal . Compensation Committee and Nominating Committee membership—broad governance involvement .
• Alignment signals: Cash‑only director pay in 2024; no stock or options—limits equity alignment but reduces pay‑for‑performance risk/option repricing concerns .
• RED FLAGS and risk indicators:
  • Litigation exposure: Patel is named among directors in consolidated shareholder derivative actions (Jie and Samuels) alleging, among others, sales of securities during periods of alleged misstatements; stay lifted and actions consolidated after the related class action settlement—ongoing legal overhang .
  • Indemnification: Broad director indemnification in bylaws—standard but may reduce personal liability deterrent; monitor enforcement history and any clawbacks .
  • Capital structure change: Board‑led authorizations increased common stock from 250,000,000 to 5,000,000,000 and corporate name change—material dilution capacity; governance scrutiny warranted for future issuances .
• Attendance and process: Independent directors held four executive sessions in 2024—positive board independence practice .

No director‑level related‑party transactions involving Patel were disclosed in the reviewed filings; continue monitoring Item 404 disclosures in future proxies .

Committee Structure Observations

• Compensation Committee comprised solely of independent directors; no interlocks or cross‑company executive overlaps disclosed; did not engage independent compensation consultants in FY2024—cost‑saving but reduces external benchmarking rigor .
• Audit Committee proactively managed auditor transition (WWC P.C. to Enrome LLP) and pre‑approval policy—procedural compliance documented .

Say‑on‑Pay & Shareholder Feedback

• Submission of shareholder proposals timeline disclosed; specific say‑on‑pay results not provided in reviewed documents—no assessment available .

Employment & Contracts (Director)

• Patel has a director agreement covering fees, expense reimbursement, and confidentiality/nondisclosure obligations; specific severance, change‑of‑control, or clawback terms for directors not disclosed .

Compensation Structure Analysis

• Year‑over‑year mix: For FY2024, cash fees only; no equity awards outstanding at year‑end—no evidence of option repricing or RSU shifts for directors .
• At‑risk pay: None disclosed for directors; discretionary bonuses not reported .

Related Party Transactions

• None disclosed involving Patel in reviewed filings; derivative complaints included allegations of CEO self‑dealing unrelated to Patel’s personal transactions; monitor future Item 404(a) disclosures .

Performance & Track Record

• Board process metrics: 4 board meetings and 13 unanimous consents in FY2024; all committee meetings held four times—indicates active governance cadence .

Risk Monitoring Recommendations

• Track outcomes of consolidated derivative actions for director liability/resolutions .
• Monitor any future issuances under the expanded authorization for dilution and governance processes .
• Reassess director equity alignment if company introduces stock‑based compensation for directors in future proxies .

Overall Implication: Patel’s independent status, audit leadership, and perfect attendance support board effectiveness; however, named‑defendant status in derivative litigation and the company’s significant share authorization increase represent governance overhangs that warrant continued monitoring by investors .