Ned Siegel
About Ned L. Siegel
Ambassador Ned L. Siegel (age 74) has served as an independent director of La Rosa Holdings Corp. (LRHC) since February 2022. He is Chair of the Nominating and Corporate Governance Committee and a member of the Audit and Compensation Committees. Siegel is President of The Siegel Group and formerly served as U.S. Ambassador to The Bahamas (2007–2009), Senior Advisor to the U.S. Mission to the UN (2006), and on OPIC’s Board (2003–2007). He holds a B.A. from the University of Connecticut and a J.D. from the Dickinson School of Law, with an honorary DBA from the University of South Carolina .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of State | U.S. Ambassador to The Bahamas | Oct 2007–Jan 2009 | Diplomatic leadership |
| U.S. Mission to the UN | Senior Advisor; U.S. Representative to UNGA (61st Session) | 2006 | Strategic advisory at UN |
| Overseas Private Investment Corporation (OPIC) | Director | 2003–2007 | Supported U.S. FDI risk management |
| Enterprise Florida, Inc. | Director (Governor appointment) | 1999–2004 | State economic development |
| PositiveID Corp. (OTCQB: PSID) | Director | Feb 2011–Apr 2019 | Board oversight |
| Notis Global Inc. (OTC: NGBL) | Director | Apr 2014–Mar 2020 | Board oversight |
External Roles
| Company | Exchange | Role | Since |
|---|---|---|---|
| Janover Inc. | Nasdaq: JNVR | Director | Jul 2023 |
| Worksport Ltd. | Nasdaq: WKSP | Director | Aug 2021 |
| Vocodia Holdings Corp. | CBOE: VHAI | Director | Jan 2023 |
| Bannix Acquisition Corp. | Nasdaq: BNIX | Director | Nov 2022 |
| U.S. Medical Glove Company | — | Advisor | Current |
Board Governance
- Independence: LRHC’s Board determined Siegel is independent under Nasdaq rules and Exchange Act Rule 10A-3(b)(1) .
- Committee assignments: Audit (member), Compensation (member), Nominating and Corporate Governance (Chair) .
- Meetings and engagement: Board met 5 times in FY2024; Audit Committee met 4 times in 2024 (attendance percentages not disclosed) .
- Controlled company context: LRHC is a “controlled company” under Nasdaq due to CEO’s voting power; LRHC currently maintains majority-independent board and independent committees but could use exemptions in the future .
- Ethics/insider policy: Insider trading policy prohibits pledging, margin accounts, short selling, and hedging by directors/officers/employees .
- Clawback: Company adopted a clawback policy (Nov 2023) for recovery of erroneously awarded incentive-based compensation from current/former executive officers upon restatement .
Fixed Compensation
| Component | Amount/Frequency | FY 2024 Actual for Siegel |
|---|---|---|
| Non-employee director retainer (cash) | $12,000 per quarter | $60,000 fees earned in cash |
| Committee Chair fees | Audit Chair: $3,750/qtr; Nominating Chair: $3,000/qtr; Compensation Chair: $3,000/qtr | Siegel is Nominating Chair (eligible for $3,000/qtr) |
| Meeting fees | Not disclosed | Not disclosed |
Performance Compensation
| Item | Terms | FY 2023 | FY 2024 |
|---|---|---|---|
| Equity awards (directors) | At Compensation Committee discretion; may grant options/other equity to non-employee directors | Siegel received option awards valued at $97,416 | No stock/option awards disclosed for Siegel |
| Equity plan features | Plan allows acceleration on change-in-control and explicit option repricing by Committee | — | — |
No disclosed performance metrics (e.g., TSR, EBITDA) tied to director equity; grants are discretionary under the plan .
Other Directorships & Interlocks
| Relationship Type | Detail | Governance Implication |
|---|---|---|
| Public company boards | JNVR, WKSP, VHAI, BNIX | Enhances market/finance exposure; potential time-commitment risk |
| Related-party transactions at LRHC | Multiple RPTs involving CEO and affiliates (leases, acquisitions, advances) reviewed under RPT policy | Audit Committee (Siegel member) pre-approves and oversees RPTs |
Expertise & Qualifications
- Domain expertise: Real estate, energy/utilities, infrastructure, financial services, cybersecurity; U.S. and international policy exposure .
- Governance credentials: Nominating Committee Chair; Audit Committee member; prior OPIC board and state economic development experience .
- Education: B.A. (UConn), J.D. (Dickinson School of Law), Honorary DBA (Univ. of South Carolina) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common | Components / Status |
|---|---|---|---|
| Ned L. Siegel (Director) | 2,189 | <1% | Includes fully vested options: 250 @ $400 (exp. 2/15/2032); 1,339 @ $102.40 (granted 11/1/2023, 10-year) |
| All officers/directors (7 persons) | 399,334 | 32.60% | Group total; includes CEO’s high ownership and Series X Preferred control |
Insider policy prohibits pledging/margin, reducing alignment risk from collateralization .
Insider Trades
| Date (Filed) | Form | Reporter | Transaction | Securities | Notes/Source |
|---|---|---|---|---|---|
| 2025-08-18 | Form 4 | Ned L. Siegel | Award (A) | 600 common shares | Fintel summary of LRHC insider trades; Form 4 entry for Siegel |
| 2025-08-18 | Form 4 | Ned L. Siegel | — | — | SEC EDGAR index confirms Siegel’s Form 4 filing (CIK 0001288179; Issuer LRHC) |
Governance Assessment
- Positives:
- Independent, multi-committee service; Chairs Nominating & Corporate Governance, supporting board refreshment, succession, and ESG oversight .
- Audit Committee member with financial oversight; independent Audit Committee chaired by a financial expert (Felix) .
- Insider policy prohibits pledging/hedging; clawback policy in place for executives .
- Risks/Red Flags:
- Controlled company: Concentrated voting power in CEO could limit board influence and minority shareholder protections; exemptions could be used in future .
- Equity plan permits option repricing and broad acceleration upon certain transactions—shareholder-unfriendly features if misused .
- Related-party transactions involving CEO and affiliates require ongoing robust Audit Committee oversight; material weaknesses in internal control noted in auditor change disclosure context .
- Limited disclosure on director attendance rates; time-commitment risk across multiple external boards .
Year-over-Year Director Pay Mix Signal
| Year | Cash Fees ($) | Stock/Option Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | $15,000 | $97,416 (option awards) | $112,416 |
| 2024 | $60,000 | $0 | $60,000 |
- Shift from equity-heavy to cash-only compensation in 2024 for Siegel; equity grants remain discretionary under plan and were not issued to him in 2024 .
Employment & Contracts (Director)
- LRHC director compensation structure: Quarterly cash retainer; additional quarterly fees for committee chairs (including Nominating Chair at $3,000/qtr); future equity grants to non-employee directors at Compensation Committee discretion .
Related Party Transactions (Context for Board Oversight)
- Office leases and transactions with entities controlled by CEO and family; acquisition of Nona Title (affiliate) with cash and common stock consideration; due-from/due-to related parties addressed via policy and committee pre-approval .
Say-on-Pay & Shareholder Feedback
- Not disclosed in proxy materials; no say-on-pay percentages provided (no section on say-on-pay).
Compensation Peer Group/Consultants
- Not disclosed for director compensation; Compensation Committee may use market metrics and peer analyses at its discretion .
Summary Implications for Investors
- Board role: Siegel enhances governance depth and external network; his chairmanship of Nominating and service on Audit/Compensation is constructive for oversight .
- Alignment: Modest direct ownership (<1%) with fully vested options; no pledging allowed by policy .
- Monitoring priorities: Controlled company dynamics, RPT cadence, equity plan repricing/acceleration authority, and internal control remediation—areas where Siegel’s committees play a key role .