Mirta Negrini
About Mirta Negrini
Mirta A. Negrini serves as Chief Financial Officer and Chief Operating Officer (since October 21, 2013) and has been a director since December 2014; she is a CPA licensed in Florida with 30+ years of private and public accounting experience, including partnership at Gilman & Negrini, P.A., prior roles at multinational corporations, and an early career at Arthur Andersen LLP starting in 1986 . Age: 61 (as of 2025) . Company performance during her tenure shows FY revenue rising from $43.1M to $51.7M (FY2023→FY2024), EBITDA improving from -$3.70M to approximately breakeven, and net loss narrowing from -$24.4M to -$12.6M; TSR values in the proxy’s Pay vs Performance table were $21 (2022), $20 (2023), and $6 (2024), reflecting the value of a $100 investment since year-end 2021 . EBITDA and Net Income values are from S&P Global data.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gilman & Negrini, P.A. | Named Partner | 1996–2013 | Led client service and audit/accounting work; DLPN was a client . |
| Arthur Andersen LLP | Auditor | 1986–N/A | Foundational public accounting training . |
| Various multinational corporations | Finance/Accounting roles | N/A | Corporate finance and operations experience across large enterprises . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| St. Brendan High School | Board of Trustees | N/A | Governance and oversight for educational institution . |
| RCMA | Finance Committee (Board of Directors) | N/A | Financial stewardship for nonprofit supporting migrant families . |
Fixed Compensation
| Item | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $300,000 | $300,000 | $322,917 |
| Equity Awards ($) | $1,951 (RSUs granted and vested in 2022) | — | — |
| Bonus ($) | — | — | — |
| All Other Compensation ($) | — | — | — |
| Total ($) | $301,951 | $300,000 | $322,917 |
- On March 1, 2024, the Compensation Committee approved an increase in Negrini’s base salary from $300,000 to $325,000 per year, effective February 1, 2024 .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Not disclosed | Not disclosed | Not disclosed | No bonus reported | N/A |
| RSUs/PSUs | N/A in 2023–2024 | N/A | N/A | No awards | N/A |
| Stock Options | Company does not currently award options | N/A | N/A | N/A | N/A |
- No outstanding equity awards for NEOs as of December 31, 2023 or December 31, 2024 .
- Company policy states it does not time equity awards around material nonpublic information; options are not used currently .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Common Stock | As-of Date |
|---|---|---|---|
| Mirta A. Negrini | 148 | * (less than 1%) | September 15, 2025 |
| Alignment Factor | Policy / Status |
|---|---|
| Hedging/Monetization | Prohibited for directors and officers under insider trading policy . |
| Pledging | Not disclosed. |
| Ownership Guidelines | Not disclosed. |
| Vested vs. Unvested | No outstanding equity awards at FY-end 2023 and FY-end 2024 . |
| Options | None outstanding; company does not currently award options . |
Employment Terms
| Term | Disclosure |
|---|---|
| Appointment date | October 21, 2013 (CFO and COO) . |
| Contract term / auto-renewal | Not disclosed. |
| Base salary | $325,000 per year approved March 1, 2024 (effective Feb 1, 2024) . |
| Severance (termination/resignation/retirement) | No payments provided . |
| Change-of-control provisions | No payments or role-change protections; no single/double trigger . |
| Non-compete / Non-solicit | Not disclosed. |
| Garden leave / Post-termination consulting | Not disclosed. |
| Clawback | Not disclosed (insider trading/hedging policy disclosed) . |
Board Governance (Director Service and Dual-Role Implications)
| Attribute | Details |
|---|---|
| Board service | Director since December 2014 . |
| Committee memberships | Not listed on Audit or Compensation Committees; Audit: Espensen (Chair), Famadas, Stanham; Compensation: Famadas (Chair), Stanham . |
| Independence | Not independent (executive director); independent directors are Espensen, Famadas, Stanham, Grillo, Bass . |
| Meeting attendance | In 2024, the Board held six meetings; each incumbent director attended at least 75% of Board and relevant committee meetings . |
| Board leadership | CEO also serves as Chairman; Board has not adopted a separation policy and currently does not perform a risk oversight function . |
| Director compensation | No compensation paid to directors for Board service in 2023 and 2024 . |
Director Compensation (Cash and Equity)
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer | None paid | None paid |
| Meeting fees | Not disclosed (no fees indicated) | |
| Committee membership fees | None disclosed | |
| Committee chair fees | None disclosed | |
| Equity compensation | None granted | |
| Ownership guidelines | Not disclosed |
Operating Performance (context during tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | $40,505,558 | $43,123,075 | $51,684,984 |
| EBITDA ($) | -$1,396,617* | -$3,699,377* | $52,790* |
| Net Income ($) | -$4,780,135* | -$24,396,725* | -$12,603,225* |
- Values retrieved from S&P Global.*
Pay vs Performance (Proxy data)
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Average Compensation Actually Paid to Non-PEO NEO ($) | $300,953 | $300,000 | $322,917 |
| Total Shareholder Return (Value of $100 investment) ($) | $21 | $20 | $6 |
| Net Income (GAAP, $mm) | (4.8) | (24.4) | (12.6) |
Compensation Structure Analysis
- Year-over-year mix shifts: Negrini’s compensation remains predominantly fixed cash salary; no bonus or equity awards reported in 2023–2024, and no outstanding equity awards at FY-end 2023–2024 .
- Options replaced by RSUs? Not applicable—company does not currently award stock options and did not grant executive RSUs in 2023–2024 .
- Guaranteed vs at-risk: High proportion of guaranteed pay due to absence of annual incentive and long-term equity awards in 2023–2024 .
- Compensation oversight: Compensation Committee did not engage an independent compensation consultant in 2024; CEO may recommend compensation levels for other executives to the Committee .
Risk Indicators & Red Flags
- Hedging: Prohibited for directors and officers (alignment positive) .
- Pledging: Not disclosed (monitor for future filings).
- Governance: CEO is also Chairman and Board states it does not perform a risk oversight function; Negrini serves as an executive director and is not independent under Nasdaq rules (potential independence concerns) .
- Related party transactions: None disclosed for Negrini; significant related party financings involve the CEO and affiliates (context for governance risk) .
Say-on-Pay & Shareholder Feedback
- 2025 proxy includes a non-binding advisory vote to approve NEO compensation; historical approval percentages not disclosed in the filing .
Employment & Contracts (Change-of-Control Economics)
- No severance or change-of-control payments, and no protections for role changes following a change of control for Negrini .
- Clawback, non-compete, non-solicit, garden leave: Not disclosed .
Expertise & Qualifications
- CPA licensed in Florida; extensive experience in accounting, finance, and operations, including partnership at Gilman & Negrini, P.A., multinational corporate experience, and Arthur Andersen LLP training .
Work History & Trajectory
- Joined DLPN as CFO/COO in 2013; appointed director in 2014 .
- Prior career includes partnership (1996–2013), multinational corporate roles, and Arthur Andersen LLP (starting 1986) .
Compensation Committee Analysis
- Composition: Nelson Famadas (Chair) and Nicholas Stanham .
- Consultant usage: No independent compensation consultant in 2024; CEO may recommend compensation levels for other executives .
- Meetings: One Compensation Committee meeting in 2024 .
Investment Implications
- Pay-for-performance alignment: With no annual bonus or LT equity awards in 2023–2024, Negrini’s pay is largely fixed; this dampens direct alignment to performance metrics but reduces insider selling pressure from vesting .
- Retention risk: Absence of severance and change-of-control protections limits guaranteed exit economics—retention likely depends on role, compensation levels, and professional commitment rather than contractual lock-ins .
- Trading signals: Minimal equity exposure (148 shares; no outstanding awards) and hedging prohibitions suggest limited near-term selling pressure tied to vesting schedules .
- Governance quality lens: Executive directorship and combined CEO/Chair structure, with the Board not performing a risk oversight function, point to independence concerns and governance risk premiums; monitor committee independence practices and related party financing footprint .