Joseph La Rosa
Chief Executive Officer, President and interim Chief Financial Officer at La Rosa Holdings
CEO
Executive
Board
About Joseph La Rosa
Founder of La Rosa Holdings Corp. (LRHC), Joseph La Rosa has served as President, Chief Executive Officer, and Chairman of the Board since August 2021; he also served as interim Chief Financial Officer beginning October 1, 2024 (age 47; Florida International University B.S., Criminal Justice) . He is a long-time real estate operator who founded La Rosa Realty in 2004 and scaled it to 2,000+ agents (top-three Florida brokerage and top-20 nationally per NAR) and leads multiple LRHC subsidiaries as CEO/manager . As of the 2025 proxy record date, he beneficially owned 370,213 common shares (30.22% of outstanding) and all 2,000 shares of Series X Super Voting Preferred (10,000 votes/share), conferring significant voting control; the company also filed a November 13, 2025 8‑K including exhibits for a Series X Preferred Redemption and a Redemption Agreement with Mr. La Rosa, indicating potential changes to the super-voting structure pending implementation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| La Rosa Development Corp. | President | 2001–present | Leadership in family commercial/residential real estate development; ongoing role |
| Casa Latino group of companies | President | 2008–2010 | Co-developed first Latino real estate franchise; ranked by NAR in 2010 as one of the fastest-growing U.S. real estate franchises |
| Orlando, Florida Police Dept. | Police Officer | pre‑2001 | Law enforcement background prior to entering real estate in 2001 |
| La Rosa Realty, LLC | Founder | 2004–present | Built to 2,000+ agents; top‑three brokerage in Florida; top‑20 NAR nationally; agent‑centric model with AI tools |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nona Legacy Powered By La Rosa Realty, Inc. (majority-owned LRHC subsidiary) | Chief Executive Officer | Oct 2023–present | Expands LRHC vertical integration/title and brokerage adjacency |
| La Rosa Realty California (LRHC subsidiary) | CEO and Board Member | Mar 2024–present | Geographic expansion to California |
| Multiple LRHC subsidiaries (e.g., La Rosa Property Management; La Rosa CRE; La Rosa Coaching; La Rosa Franchising; plus various Florida LLCs) | Manager/CEO | 2023–2025 (various start dates) | Operational oversight of ancillary services, commercial brokerage, coaching, franchising, property management |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $500,000 | $500,000 |
| Target Bonus (% of Base) | 100% | 100% |
| Actual Bonus Paid ($) | $45,413 | $49,800 |
| Director/Chair Compensation | None (no additional compensation for director/Chairman service) | None (no additional compensation for director/Chairman service) |
- Perquisites and benefits: corporate automobile and cellular phone; standard benefits; subject to clawback policy .
Performance Compensation
Annual Bonus Plan
| Element | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Target Bonus (% of Base) | 100% | 100% | Targets/metrics determined by Compensation Committee; 2025 Amended Employment Agreement states discretionary bonus eligibility |
| Actual Payout ($) | $45,413 | $49,800 | Small cash payouts vs. base and equity |
Equity Program – Structure and Metrics
| Program | Metric/Trigger | Quantum | Vesting | Source |
|---|---|---|---|---|
| Annual LTI (options or RSUs) | Ongoing service/performance | At least 1% of outstanding shares each calendar year | 12 equal monthly installments from grant date | |
| Milestone Equity (Plan) | One-time grant | 11,250 shares (Dec 7, 2023; immediate vest) | 100% on grant date | |
| Milestone Equity (M&A) | 2,500 shares per acquisition closed after Dec 7, 2023 | 2,500 shares per closing | Per plan terms | |
| Milestone Equity (Market Cap) | First-time $100mm market cap | 6,250 shares | Per plan terms | |
| Milestone Equity (Market Cap) | First-time $250mm market cap | 6,250 shares | Per plan terms | |
| Milestone Equity (Profitability) | First full-year positive EBITDA | 2,500 shares | Per plan terms | |
| Milestone Equity (Profitability) | First $10mm EBITDA in any year | 6,250 shares | Per plan terms | |
| Financing-Based Equity | For every $1,000,000 raised | Equity award equal to 2% of outstanding common shares per $1mm | Issued upon financing consummation |
Note: On Nov 12, 2025, LRHC entered into an Amended and Restated Employment Agreement that replaces prior arrangements; it specifies a $500,000 base and discretionary bonus eligibility, without re-stating the prior milestone equity schedule (implies changes to equity incentive construct) .
Option Awards – Selected Grants to Joseph La Rosa (2023–2025)
| Grant Date | Shares | Exercise Price | Vesting | Term |
|---|---|---|---|---|
| Dec 7, 2023 | 11,250 | $167.200 | 10‑year option; fully vested | 10 years |
| Jan 2, 2024 | 10,000 | $120.008 | 10‑year option; fully vested | 10 years |
| Feb 1, 2024 | 1,676 | $138.656 | 10‑year option; fully vested | 10 years |
| Mar 15, 2024 | 7,500 | $139.200 | 10‑year option; fully vested | 10 years |
| Jun 18, 2024 | 2,500 | $83.200 | 10‑year option; fully vested | 10 years |
| Dec 4, 2024 | 7,500 | $53.592 | 10‑year option; fully vested | 10 years |
| Jan 2, 2025 | 2,500 | $67.552 | 10‑year option; fully vested | 10 years |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common Shares Beneficially Owned | 370,213 shares; 30.22% of common outstanding (based on 1,225,046 shares on record date) |
| Series X Super Voting Preferred | 2,000 shares (100% of series), 10,000 votes per share; votes with common (subject to applicable law) |
| Options Outstanding (Exercisable) | Fully vested options listed above (see Option Awards table) |
| Pledging/Hedging | Company states no arrangement, including any pledge, that may result in a change in control to its knowledge |
| Section 16(a) Compliance | Late Form 4 filing by Joseph and Deana La Rosa for an Aug 21, 2024 transaction (filed Feb 2025) |
Employment Terms
| Provision | Nov 12, 2025 Amended & Restated Agreement |
|---|---|
| Effective Date; Term | Effective Nov 12, 2025; initial term through Dec 31, 2027; auto-renews in 1‑year increments unless 45‑day notice |
| Role | CEO and Chairman; reports to the Board |
| Base Salary | $500,000; reviewed annually, may increase but not decrease |
| Bonus | Discretionary; terms/amount set by Compensation Committee; must be employed on payment date |
| Benefits/Perqs | Standard benefits; corporate car and cellular phone; expenses reimbursed |
| Clawback | Subject to clawback policy as adopted by company |
| Termination – For Cause | Accrued amounts only |
| Termination – Without Cause / Good Reason / Company non‑renewal | Accrued amounts + lump sum equal to 60 days’ base salary + up to 18 months COBRA at 100% company‑paid, subject to release |
| Termination – Executive non‑renewal / Without Good Reason | Lump sum equal to 60 days’ base salary + Accrued amounts, subject to notice/release |
| Death/Disability | Accrued amounts |
| Notice | At least 45 days’ advance written notice (except death) |
| Non‑compete/Confidentiality | Confidential Information and Invention Assignment Agreement referenced; prior non‑compete acknowledged |
Prior terms (2025 Proxy) included a lump‑sum $2,500,000 payment upon termination without cause/good reason or Company non‑renewal, plus COBRA and equity treatment per plan, and 90‑day notice; this was replaced by the Nov 12, 2025 agreement’s substantially lower severance structure .
Board Governance and Director Service
- Board roles and independence: Joseph La Rosa is CEO/President/Chairman since Aug 2021 (not independent). Independent directors and committee chairs are: Audit (Chair: Lourdes Felix), Compensation (Chair: Siamack Alavi), Nominating & Corporate Governance (Chair: Ned L. Siegel) .
- Director compensation: Employee directors receive no additional compensation; non‑employee directors receive $12,000 quarterly cash retainer; committee chair fees: Audit $3,750/quarter; Compensation and Nominating $3,000/quarter .
- Dual‑role governance implications: CEO/Chairman concentration; however, independent committee structure exists and chairs identified .
Related Party Transactions (Governance Red Flags to Monitor)
- Office leases from entities controlled by Joseph (and separately with Joseph and director Michael La Rosa) with 2024 rent expense of $142,602 (corporate office; month‑to‑month) and subsidiary lease arrangements (initially written lease; now month‑to‑month) .
- Nona Title Agency acquisition from Joseph La Rosa on Aug 21, 2024: 49% sold to LRHC for $161,403.80 cash plus 1,922 unregistered LRHC shares .
- Spousal employment: Deana La Rosa (COO) hired Feb 1, 2024 with base $250,000 and option grant; late Section 16 filings noted (see Equity Ownership section) .
Compensation Structure Analysis
- Mix and trend: Heavy equity orientation through option awards; option grant fair value for Joseph increased from $1,395,000 (2023) to $2,370,306 (2024), while cash bonuses remained modest ($45,413 in 2023; $49,800 in 2024) .
- Risk profile of equity: Option awards are fully vested at grant and long‑dated (10‑year term) across multiple grants in 2023–2025, increasing near‑term liquidity discretion (sell pressure if in‑the‑money) without service vesting overhang .
- Performance links: Prior plan tied equity to specific operational milestones (acquisitions, market cap thresholds, EBITDA milestones) and financing raised (2% of outstanding shares per $1mm raised); the Nov 2025 Amended Agreement removed explicit milestone schedules in favor of discretionary bonus, potentially reducing formulaic pay‑performance linkage unless maintained separately via equity plan .
- Clawback: Compensation subject to company clawback policy per both prior and amended agreements .
Equity Ownership & Alignment Details
| Category | Amount / Terms |
|---|---|
| Beneficial Ownership – Common | 370,213 shares; 30.22% |
| Beneficial Ownership – Series X Preferred (votes) | 2,000 shares; 10,000 votes/share; 100% of series |
| Control Structure – Update | 8‑K filed Nov 13, 2025 includes a Certificate of Amendment for “Series X Preferred Stock Redemption” and a “Redemption Agreement… between the Company and Joseph La Rosa,” signaling potential changes to voting control, subject to effectiveness |
| Pledging/Hedging | Company states no arrangement, including any pledge, that may result in change of control to its knowledge |
Employment Contracts – Economics and Retention
- Current agreement (effective Nov 12, 2025): $500k base; discretionary bonus; 45‑day notice; low severance (60 days’ base + COBRA up to 18 months) upon Company non‑renewal/without cause or Good Reason termination, plus Accrued amounts; no separate change‑of‑control multiple disclosed .
- Prior agreement (2025 Proxy): $500k base; 100% target bonus; milestone‑based equity; severance of $2.5mm lump‑sum for without cause/Good Reason or Company non‑renewal, plus COBRA and equity per plan; 90‑day notice .
Performance & Track Record
- Operational achievements: Built La Rosa Realty into >2,000 agents; top‑three in Florida and top‑20 NAR; expanded into ancillary services (property management, commercial brokerage, coaching, franchising) and multiple managed subsidiaries in 2023–2024 .
- CFO transition: CFO resignation Sept 30, 2024; Joseph named interim CFO Oct 1, 2024 (no additional compensation for added role) .
Board Governance (Director Service Details)
- Board service history: Director and Chairman since August 2021; nominated by the Board for re‑election to 2026 annual meeting term .
- Committee roles: Independent directors chair Audit (Felix), Compensation (Alavi), and Nominating/Governance (Siegel); Joseph is not independent (executive) .
- Director pay (context): Non‑employee director cash retainers and chair fees as above; employed directors receive no additional board pay .
Risk Indicators & Red Flags
- Dual‑role/independence: CEO also serves as Chairman; reliance on independent committee chairs for oversight .
- Super‑voting control: 2,000 Series X super‑voting shares (10,000 votes/share) held by Joseph; exhibits filed for potential Series X redemption could alter control if implemented .
- Related party transactions: Office leases with entities controlled by Joseph; acquisition from Joseph of Nona Title; spouse employed as COO .
- Section 16(a) compliance: Late Form 4 filings (including Joseph/Deana La Rosa) .
- Compensation structure changes: Shift from formulaic, milestone‑linked equity to discretionary bonus in amended agreement could reduce explicit pay‑for‑performance link unless equity plans continue milestone constructs .
Investment Implications
- Alignment and control: Very high insider ownership (30.22% common) plus super‑voting preferred concentrates control; pending Series X redemption actions (per 8‑K exhibits) are a material governance catalyst to monitor .
- Pay‑for‑performance: Cash pay modest; equity significant and historically milestone‑linked; the 2025 amendment’s move to discretionary bonus and reduced severance (from $2.5mm to 60 days’ base + COBRA) improves severance risk but may weaken formulaic accountability unless equity plan milestones remain active .
- Trading/overhang: Numerous fully‑vested, long‑dated options could create episodic selling pressure if/when in‑the‑money; monitor Form 4s and liquidity needs (e.g., financing/milestone grants) .
- Governance/related‑party risk: Dual CEO/Chair role, related‑party leases, and a 2024 affiliate acquisition require continued board oversight; independent committee leadership and any Series X changes will be key safeguards .