Nicholas R. Liuzza, Jr.
About Nicholas R. Liuzza, Jr.
Nicholas R. Liuzza, Jr. is 59 and has served as Chief Executive Officer and director of Beeline Holdings, Inc. since March 7, 2025; he co-founded Beeline Financial Holdings (principal subsidiary) in 2019 and has been its CEO since inception, and he is also a director at Red Cat Holdings, Inc. . Under his tenure as CEO in 2025, Beeline reported Q3 2025 originations of $69.8M (+35% vs Q2), net revenues of $2.3M (+37% vs Q2), operating expenses of $5.2M (-8% vs Q2), net loss of $(4.0)M (vs $(4.1)M Q2; $(6.9)M Q1), and Adjusted EBITDA of $(2.0)M (vs $(2.8)M Q2); management guided to operating profitability at Beeline Loans in November 2025 and for Beeline Holdings early Q1 2026 .
| Metric | Q3 2025 |
|---|---|
| Originations ($USD Millions) | $69.8 |
| Net Revenues ($USD Millions) | $2.3 |
| Operating Expenses ($USD Millions) | $5.2 |
| Net Loss ($USD Millions) | $(4.0) |
| Adjusted EBITDA ($USD Millions) | $(2.0) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Beeline Financial Holdings, Inc. | Co‑Founder & CEO | 2019–present | Built principal lending subsidiary; led digital mortgage strategy |
| Beeline Holdings, Inc. (parent) | Chief Executive Officer | Mar 2025–present | Led recapitalization, cost reduction, originations ramp |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Red Cat Holdings, Inc. (Nasdaq: RCAT) | Director | Since Jun 1, 2019 | Cross‑company board experience; governance exposure to Nasdaq practices |
Fixed Compensation
| Year | Employer | Base Salary ($) | Bonus ($) |
|---|---|---|---|
| 2024 | Beeline Financial Holdings (subsidiary) | 30,000 | — |
| 2023 | Beeline Financial Holdings (subsidiary) | 30,000 | — |
- Employment with the parent company (Beeline Holdings) is under an oral agreement; no fixed salary, target bonus, or severance terms are disclosed at parent level .
Performance Compensation
| Award Type | Grant Date | Quantity | Exercise/Grant Price | Vesting | Term | Performance Metric / Weighting |
|---|---|---|---|---|---|---|
| Stock Options (ISOs/NQSOs per executive election) | May 28, 2025 | 50,000 | $0.92 | Vests annually in equal amounts over two years from May 28, 2025 (subject to continued service and stockholder approval of the Plan) | 10 years | None (time-based; no disclosed metric weighting) |
Plan-level change-of-control terms provide for assumption/substitution of awards by a successor; if not assumed, awards fully vest and become exercisable for at least 15 days prior to termination—then lapse upon closing .
Equity Ownership & Alignment
| Category | Amount | Notes |
|---|---|---|
| Common stock beneficially owned | 8,201,773 shares; 32.3% of common; 30.7% voting power | Includes 223,716 shares held by trust; 2,333,629 shares issuable upon Series G conversion; 3,762,880 shares issuable upon warrant exercise (assuming shareholder approval of Proposal 3; conversion price $1.67; warrant exercise price $0.66) |
| Series G Convertible Preferred | 7,641,488 shares; 85.1% of Series G outstanding | Purchased for $3,897,159 across Dec 2024–Mar 2025; accompanied by 382,077 warrants |
| Warrants | Rights to purchase 3,762,880 common shares (post price‑protection adjustment to $0.66) | Warrant instrument includes beneficial ownership caps (1% default, electable up to 9.99% effective after 61 days) which stagger potential exercises |
| Ownership Guidelines | Not disclosed | — |
| Hedging/Pledging | Anti‑hedging policy prohibits hedging for officers/directors ; Warrant instrument allows pledging of the warrant securities for margin/loans (instrument-level) | No disclosure that Liuzza has pledged BLNE equity |
Vesting and potential selling pressure considerations:
- Options: 25,000 options vest May 28, 2026 and 25,000 on May 28, 2027, subject to continued service and stockholder approval of the Plan—creating potential, but limited, incremental sellable inventory over two anniversaries .
- Series G/Warrants: Post price‑protection adjustments increased underlying shares and lowered exercise/conversion thresholds; however conversions/exercises are subject to Nasdaq shareholder approval and beneficial ownership caps, which may temper near‑term exercise pace .
Employment Terms
- Agreement structure: Employed pursuant to an oral agreement; detailed severance, non‑compete, non‑solicit, and change‑of‑control cash economics for Liuzza are not disclosed .
- Equity plan administration: Compensation Committee administers the Amended & Restated 2025 Equity Incentive Plan; shares reserved up to 15% fully diluted with annual auto‑increase feature; ISO cap 375,000 shares; forfeiture triggers include policy violations, competition, and insider-trading breaches .
- Clawback: Nasdaq‑compliant clawback to recoup excess incentive compensation over a three‑year lookback in case of restatement .
- Insider trading policy: Quarterly blackouts and event‑specific blackouts; Board waived blackout on April 15, 2025 to permit open‑market purchases by officers/directors .
- Anti‑hedging: Officers/directors prohibited from hedging transactions .
Board Governance
- Role and independence: CEO and director; not independent under Nasdaq Rule 5605(a)(2) .
- Committee participation: Liuzza does not sit on Audit, Compensation, or Nominating & Corporate Governance Committees; Committee chairs are Eric Finnsson (Audit), Joseph Freedman (Compensation), Joseph Caltabiano (Nominating) .
- Board activity: Board held 12 meetings in 2024; all directors attended >75% of applicable meetings; Audit met 12 times; Compensation 4; Nominating 4 .
- Interlocks: Compensation Committee interlocks note overlapping directorships at Red Cat by Freedman, Moe, and Liuzza .
Related Party Transactions (material alignment and conflict indicators)
- CEO financing support: Liuzza loaned $700,000 to Beeline Loans on Dec 31, 2024 (8% interest; demand), converted on Feb 17, 2025 into 1,372,549 Series G shares plus warrants; also advanced $74,600 and $222,241 to parent in Mar 2025 (8% demand notes); on May 28, 2025 these were consolidated into a subordinated demand note of $372,241; balance $291,241 as of Aug 6, 2025 . Related-party notes were fully repaid by September 2025 per Q3 10‑Q .
- Blockchain real‑estate equity: Company partnered in June 2025 with a related‑party entity co‑owned by Liuzza to provide platform, title and escrow services for crypto‑backed residential equity transactions; recorded $12,377 of fees in H1 2025 .
- Redemption reducing dilution: Company redeemed all Series E Convertible Preferred in Nov 2025 for $2M, eliminating the obligation to issue 800,000 common shares .
Compensation Structure Analysis
- Mix and trend: Historical cash salary at the subsidiary was minimal ($30k); 2025 CEO package at parent relies on time‑based options (50k) rather than performance‑linked PSUs/RSUs; absence of disclosed target bonus and performance metrics indicates a greater reliance on ownership stakes (Series G + warrants) for alignment .
- Governance controls: Equity Plan includes robust forfeiture triggers and Nasdaq clawback compliance; anti‑hedging policy reduces misalignment risk .
- Dilution mechanics: Price‑protection adjustments increased underlying shares on Series G and warrants; however, shareholder approval under Nasdaq rules and beneficial ownership caps (1% default/9.99% elective) constrain immediate conversion/exercise pace .
Performance & Track Record
| Period | Key Outcomes |
|---|---|
| Q3 2025 | Originations $69.8M (+35% vs Q2); net revenues $2.3M (+37% vs Q2); operating expenses $5.2M (‑8% vs Q2); net loss $(4.0)M (vs $(4.1)M Q2; $(6.9)M Q1); Adjusted EBITDA $(2.0)M (vs $(2.8)M Q2); management guide to operating profitability (Beeline Loans Nov 2025; Holdings early Q1 2026) |
Notable initiatives:
- Strategic divestitures and debt reductions; elimination of Series E dilution; warehouse capacity expansions; AI-enabled sales agents (context throughout 2025) (see company filings list for context).
Director Compensation (for Liuzza as board member)
- No separate director cash/equity compensation disclosed for Liuzza (as employee director). May 28, 2025 director grants apply to non‑employee directors; CEO option grant detailed above .
Equity Ownership & Potential Overhang Detail
| Component | Units | Economics |
|---|---|---|
| Series G held by Liuzza | 7,641,488 shares | Stated value $0.51; conversion price adjusted to $1.67; increases underlying common from 938,210 to 2,865,197 shares company‑wide post adjustment |
| Warrants held by Liuzza | 3,762,880 underlying shares (post adjustment) | Exercise price adjusted to $0.66; total company‑wide warrants increased from 613,706 to 6,044,174 shares |
| Beneficial ownership caps | 1% default; electable to 9.99% after 61 days | Limits instantaneous conversion/exercise and related selling pressure |
Board Service History, Committees, and Dual‑Role Implications
- Service history: CEO & director since March 7, 2025; significant pre‑merger leadership via subsidiary since 2019; external public company board (RCAT) since 2019 .
- Committee roles: Not a member of Audit, Compensation, or Nominating & Corporate Governance (all chaired by independent directors) .
- Independence: Not independent under Nasdaq rules; mitigated by independent committee structure and designated audit financial expert (Finnsson) .
- Dual‑role considerations: CEO‑director concentration increases influence; independent committee oversight and clawback/anti‑hedging policies partially offset typical independence concerns .
Risk Indicators & Red Flags
- Price‑protection adjusted convertibles/warrants expand potential dilution; CEO’s majority of Series G holders can block further adjustments, stabilizing terms, but concentrates influence in financing decisions .
- Related‑party transactions (CEO loans/advances; blockchain equity venture co‑owned by CEO) require continued audit committee oversight; amounts were modest and loans repaid by September 2025 .
- Anti‑hedging policy and clawback in place (positive governance signals) .
- Legal proceedings: Not applicable per proxy; no disclosed investigations .
Investment Implications
- Alignment: Very high insider ownership (32.3% of common; majority of Series G) aligns incentives toward equity value creation, with time‑based options adding modest incremental exposure .
- Overhang/flow: Series G and warrant adjustments increase potential common supply, but Nasdaq shareholder‑approval requirements and beneficial‑ownership caps constrain immediate conversion/exercise pace, likely moderating near‑term selling pressure .
- Execution: 2025 operating trends show improving revenues and Adjusted EBITDA, with management guiding to near‑term operating profitability—supportive for retention and pay‑for‑performance narratives despite limited disclosed performance‑linked incentives in the CEO award mix .
- Governance: Independent committees with active meeting cadence, clawback, and anti‑hedging policies mitigate dual‑role risks; continued monitoring of related‑party dealings (e.g., blockchain equity venture) and financing terms remains prudent .