Gautam Patel
Spectrum Brands HoldingsAbout Gautam Patel
Gautam Patel, 53, has served as an independent director of Spectrum Brands Holdings since October 2020. He is Managing Director at Tarsadia Investments (since 2012), formerly a Managing Director at Lazard (2008–2012) with earlier advisory roles at Lazard (1999–2008) and an analyst at DLJ (1994–1997). He holds a B.A. from Claremont McKenna, a B.S. from Harvey Mudd, an MSc from the London School of Economics, and an MBA from the University of Chicago; he is designated an audit committee financial expert and currently chairs SPB’s Audit Committee while serving on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tarsadia Investments | Managing Director | 2012–Present | Leads principal control equity investments; cross-sector expertise in life sciences, financial services, technology |
| Lazard | Managing Director | 2008–2012 | Led financial and strategic advisory across transportation, logistics, PE, healthcare |
| Lazard | Advisory roles | 1999–2008 | Restructuring/bankruptcy/corporate reorganization assignments (2001, 2008) |
| Donaldson, Lufkin & Jenrette (DLJ) | Analyst | 1994–1997 | M&A, high-yield and equity financings |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amneal Pharmaceuticals (NYSE: AMRX) | Director | Current | Committee roles not disclosed in SPB proxy |
| Casita Maria Center for Arts & Education | Director | Current | Non-profit board service |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member .
- Independence: Board determined Patel is independent under NYSE rules; all committees comprise independent directors .
- Attendance and engagement: During Fiscal 2024, the Board held 4 meetings (Audit 4; Compensation 6; NCG 5) and all directors attended 100% of their Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors hold executive sessions at each Board and committee meeting; chairs preside over committee sessions .
- Lead independent director framework strengthens oversight; committees have updated charters (Feb 2024) and publish governance documents online .
Fixed Compensation
Director compensation structure (Fiscal 2024):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Paid quarterly; directors may elect stock in lieu of cash |
| Committee chair retainers | Audit $20,000; Compensation $15,000; NCG $15,000 | Annual amounts |
| Lead independent director | +$40,000 cash; +$20,000 equity | Applies to LID (not Patel) |
Gautam Patel – Fiscal 2024 director pay:
| Name | Cash/Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Gautam Patel | 125,042 | 124,976 | 6,325 | 256,343 |
Notes:
- Patel elected to receive cash retainer in stock; RSU price basis $66.23 on Nov 24, 2023 .
- Audit Chair fee included in cash/fees .
- “All Other” represents dividend equivalents paid in cash on RSUs that vested in Fiscal 2024 .
Performance Compensation
Equity grants (time-based RSUs) to directors (Fiscal 2024):
| Item | Detail |
|---|---|
| Annual RSU grant (director equity) | 1,887 RSUs granted Nov 24, 2023; grant-date fair value $124,976; vested Oct 1, 2024 |
| RSUs in lieu of cash retainer | 1,888 RSUs granted Nov 24, 2023 based on $66.23 share price; vested Oct 1, 2024 |
| Dividend equivalents (cash) | $6,325 paid on vested RSUs |
- Directors’ equity is time-based; no performance-conditioned equity or meeting fees disclosed for directors .
- One-year minimum vesting requirement under SPB’s 2020 Omnibus Equity Plan; dividends not paid on unvested awards .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public board | Amneal Pharmaceuticals (NYSE: AMRX) |
| Compensation Committee interlocks | None involving SPB executives; Comp Committee comprises Polistina (Chair), James, Patel |
| Related-party transactions | None disclosed involving directors/executives; policy requires Audit Committee review of potential conflicts |
Expertise & Qualifications
- Audit/Accounting; Finance/Capital Allocation; M&A; Corporate Governance; International business; Human Resources/Compensation; Strategy/business development; Public company board experience .
- Audit committee financial expert designation; Audit Committee comprised entirely of independent directors .
Equity Ownership
| As-of Date | Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| June 17, 2025 | 14,769 | <1% | Beneficial ownership per SEC rules |
| June 17, 2024 | 10,994 | <1% | Prior-year benchmark |
| Sept 30, 2024 (unvested RSUs) | 3,775 RSUs outstanding | N/A | Unvested RSUs counted toward guidelines, not voting |
Ownership alignment and policies:
- Stock ownership guidelines: Directors must hold stock equal to 5× annual cash retainer within 5 years; 50% net-after-tax retention until achieved; quarterly monitoring .
- Anti-hedging and anti-pledging: Company prohibits hedging and pledging of SPB securities by directors and certain insiders (pre-2019 pledges grandfathered); trading subject to preclearance and windows/10b5-1 where applicable .
- No pledges by Patel specifically disclosed; company reports related-person transactions as “None” in 2025 proxy .
Governance Assessment
- Board effectiveness: Patel’s chairmanship of the Audit Committee and audit expert designation, plus 100% attendance, signal strong oversight of financial reporting, internal controls, and risk .
- Independence and conflicts: NYSE independence affirmed; no related-party transactions disclosed; anti-hedging/pledging policies reduce misalignment risk .
- Ownership alignment: Electing to take retainer in stock and steady increase in beneficial shares support alignment; compliance with 5× retainer guideline monitored but individual status not disclosed .
- Compensation quality: Director pay mix is balanced (cash retainer plus time-based RSUs with one-year vesting, no meeting fees); dividend equivalents paid only on vested awards and no dividend accruals on unvested equity, consistent with best practices .
- Shareholder signals: Say-on-pay approval ~97% in 2024 indicates broad investor support of compensation practices and governance framework .
RED FLAGS
- None disclosed for Patel: no attendance issues, no related-party transactions, no hedging/pledging disclosures, and no interlocks with SPB executives on outside boards .