Andy Kaplan
About Andy Kaplan
Andy Kaplan (age 64) is an independent Class III director of NextTrip, Inc. (NTRP) since July 17, 2025, with a current term expiring at the 2027 annual meeting. He is co‑founder and chairman of KC Global Media Entertainment, LLC, and the former President of Sony Pictures Worldwide Networks, where he led global broadcasting businesses (OTT and linear) serving nearly two billion subscribers; at the end of his 30‑year tenure at Sony, the unit generated over $2.5 billion in revenues and $250 million in operating profit. He holds a BA in Economics from UCLA and an MBA from the University of Southern California.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sony Pictures Worldwide Networks | President | 30-year tenure at Sony; unit at >$2.5B revenue and >$250M operating profit | Led global expansion; acquisitions incl. TEN Sports (India) and Funimation (anime) |
| Sony Pictures Television Group | EVP & COO | Over a decade | Oversaw global TV business operations |
| Hollywood Stock Exchange; Hal Roach Studios; Embassy Pictures | Senior roles | Not disclosed | Business operations leadership |
| Consulting (Starz, AARP, Sony Corp. of America, Lionsgate, Liberty Media, Fremantle, Galan) | Consultant | Not disclosed | Strategic advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| KC Global Media Entertainment, LLC | Co‑founder & Chairman | Established Jan 2020 | Formed to acquire Sony’s Asian media networks business |
| Q India (QYOU Media subsidiary) | Former Chairman | Not disclosed | Media leadership |
| National Association of Television Programming Executives | Former Chairman of Board | Not disclosed | Industry governance |
| Sharewell/Cayton Children’s Museum | Former Chairman of Board | Not disclosed | Non-profit governance |
| USC Annenberg Center for the Digital Future | Chairman, Board of Governors | Not disclosed | Academic governance |
| International Academy of Television Arts & Sciences | Former Board member | Not disclosed | Global media network |
| UCLA School of Theater, Film and Television | Member | Not disclosed | Academic engagement |
| Liberty Interactive (Nasdaq) | Former Board member | Not disclosed | Prior public company board experience |
Board Governance
- Classification: Class III director; term expires at 2027 annual meeting.
- Committee assignments:
- Nominating & Corporate Governance Committee: Member; Chair is David Jiang.
- Audit Committee: Not a member; members are Jimmy Byrd, Stephen Kircher, and Carmen Diges; Chair is Carmen Diges.
- Compensation Committee: Not a member; members are Jimmy Byrd (Chair), Stephen Kircher, and Carmen Diges.
- Independence: The Board determined Kaplan is independent under Nasdaq rules.
| Committee | Member? | Chair |
|---|---|---|
| Nominating & Corporate Governance | Yes | David Jiang |
| Audit | No; Byrd, Kircher, Diges are members | Carmen Diges |
| Compensation | No; Byrd, Kircher, Diges are members | Jimmy Byrd |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $35,000 per year | Directors agreed to defer receipt until completion of a public financing; paid quarterly; employees do not receive director compensation |
| Expense reimbursement | Reasonable expenses reimbursed | As determined by the Board |
Performance Compensation
- Equity plan limit: Under the 2023 Equity Incentive Plan, the maximum total value (equity plus cash fees) granted to any non‑employee director in a single fiscal year may not exceed $500,000 (fair value at grant).
- No performance metrics disclosed for director compensation (e.g., TSR, revenue growth) in the proxy.
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| KC Global Media Entertainment, LLC | Private | Co‑founder & Chairman | Media networks focus; potential industry overlap, but no related-party transactions with NTRP disclosed |
| Liberty Interactive | Public (prior) | Board member | Prior public company governance experience |
| Q India (QYOU Media) | Public subsidiary (prior) | Chairman | Media exposure; no NTRP interlocks disclosed |
| USC Annenberg Center; NATPE; International Academy; UCLA School; Cayton Museum | Non‑profit/Academic | Board/Chair/member roles | Governance leadership; no NTRP conflicts disclosed |
Expertise & Qualifications
- Strategic media operator with deep global broadcasting and OTT expertise; executed acquisitions (TEN Sports, Funimation) and multi‑market expansions.
- Board governance experience across public, private, and non‑profit sectors; academic and industry leadership roles.
- Education: BA Economics (UCLA), MBA (USC).
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (pre‑conversion) | 80,000 shares; 1.0% of outstanding | Includes 75,000 shares held by KC Global Media Asia, LLC; Kaplan disclaims beneficial ownership beyond pecuniary interest |
| Series Q Preferred acquired (9/10/2025) | 31,250 shares at $3.20 per share | Convertible into common stock 1:1 upon shareholder approval (Exchange Cap removal under Nasdaq rules) |
| Beneficial ownership (post‑conversion, pro‑forma) | 111,250 shares; 1.0% of outstanding | Includes 31,250 shares from Series Q conversion; pro‑forma based on 11,208,921 shares |
| Ownership detail | Pre‑conversion | Post‑conversion (pro‑forma) |
|---|---|---|
| Shares beneficially owned | 80,000 (1.0%) | 111,250 (1.0%) |
| Included indirect holdings | 75,000 via KC Global Media Asia, LLC | 75,000 via KC Global Media Asia, LLC |
| New shares from Series Q Preferred | N/A | +31,250 (1:1 conversion) |
Insider Transactions Table (Director Securities Purchases/Conversions)
| Date | Security | Shares | Price | Conversion Ratio | Conversion Condition |
|---|---|---|---|---|---|
| 9/10/2025 | Series Q Nonvoting Convertible Preferred | 31,250 | $3.20 | 1:1 into common | Requires shareholder approval under Nasdaq Listing Rule 5635(c)/(d) (Exchange Cap removal) |
Governance Assessment
- Strengths:
- Independent director with significant global operating experience and prior public company board service; sits on Nominating & Corporate Governance Committee, supporting board composition and governance processes.
- Demonstrated ownership alignment via personal purchase of Series Q Preferred, adding potential common equity upon shareholder approval.
- Company has an Exchange Act‑compliant clawback policy (Compensation Recovery Policy) covering executive incentive compensation.
- Risks/Watch items:
- Insider preferred issuances at below market prices, including to Kaplan, require shareholder approval under Nasdaq Listing Rule 5635(c); while appropriately brought to a vote, optics of discounted insider securities and the broader capital structure complexity are investor‑sensitive.
- Significant potential dilution upon conversion of preferred and exercise of warrants (up to 38.3% including warrants); pro‑forma book value per share declines, which can pressure equity value and voting power.
- Classified board structure (three‑year staggered terms) may reduce near‑term accountability and hinder shareholder‑driven change.
Overall: Kaplan’s independent status and governance committee role, combined with meaningful media sector expertise, are positives for board effectiveness. The discounted insider preferred issuance is a visible governance risk that merits monitoring through outcomes of shareholder approvals and subsequent conversion/exercise activity.