Carmen Diges
About Carmen Diges
Carmen Diges (age 55) joined NextTrip, Inc.’s board on July 17, 2025 and is classified as an independent director under Nasdaq rules. She is a senior attorney and international corporate/government advisor; Principal at REVlaw since August 2014, General Counsel/Corporate Secretary at McEwen Inc. (NYSE:MUX) since May 2015, and a CFA charterholder with LL.M (Tax) from Osgoode Hall, LL.B from Dalhousie, and B.A. from University of Toronto . The board is classified into three staggered classes; Diges is a Class III director with her current term expiring at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| REVlaw | Principal | Aug 2014–present | Legal advisory leadership |
| McEwen Inc. (NYSE:MUX) | General Counsel/Corporate Secretary | May 2015–present | Corporate governance and securities law |
| Echelon Wealth Partners | Director, Legal Affairs | Prior role (dates not specified) | Broker-dealer legal oversight |
| Canadian corporate/securities firms | Partner | Prior roles (dates not specified) | Capital markets, corporate law |
| NextPlay Technologies | Director | Jun 2021–Jan 2023 | Board service during transition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| McEwen Inc. (NYSE:MUX) | General Counsel/Corporate Secretary | May 2015–present | Mining company; not an operational interlock with travel |
| G2 Goldfields Inc. | Director | Current (date not specified) | Mining exploration |
| REVlaw | Principal | Aug 2014–present | Law firm principal |
| NextPlay Technologies | Director | Jun 2021–Jan 2023 | Prior board role |
Board Governance
- Committee assignments: Audit Committee Chair; member of Compensation Committee and Nominating & Corporate Governance Committee; designated “audit committee financial expert” and financially sophisticated under SEC/Nasdaq rules .
- Independence: Board determined Diges is independent under Nasdaq standards; majority of board is independent .
- Classified board: Class III director, term expires at 2027 annual meeting .
- Board/committee activity: FY2025 Board held 7 meetings; Audit Committee met 4 times; Compensation Committee met 3 times; Nominating & Governance met 1 time. Each director attended at least 75% of meetings of the Board and committees on which they served during FY2025; all then current directors attended the 2025 annual meeting .
- Election/term alignment: Diges appointed July 17, 2025; committee memberships confirmed July 28, 2025 .
Fixed Compensation
| Element | Detail | Notes |
|---|---|---|
| Annual director retainer (cash) | $35,000 (FY2025) | Non‑employee directors agreed to defer cash until completion of a public financing; paid quarterly when applicable |
| Reimbursements | Reasonable expenses reimbursed | Standard policy |
| Committee/Chair fees | Not disclosed | No additional fees disclosed in proxy |
| Meeting fees | Not disclosed | Not specified |
Performance Compensation
| Compensation Element | Performance Metrics Tied | Vesting/Conditions | Notes |
|---|---|---|---|
| Equity for directors (potential under 2023 Plan) | Not disclosed for directors | 2023 Plan caps annual value for any non‑employee director (cash + stock awards) at $500,000; vesting terms set per award | No specific director equity grants to Diges disclosed |
| Clawback policy | Executive incentive comp only | Recovery required on restatement; executives cannot be indemnified or reimbursed | Policy applies to executive officers; not specified for directors |
No director-specific performance metrics, PSUs, or option grants for Diges are disclosed. The 2023 Equity Incentive Plan provides the framework, but no individual awards to Diges are listed .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Potential |
|---|---|---|
| McEwen Inc. (NYSE:MUX) | GC/Corporate Secretary | Distinct industry (mining); low direct overlap with NTRP’s travel operations |
| G2 Goldfields Inc. | Director | Distinct industry; low operational interlock |
| NextPlay Technologies | Former Director | Historical linkage to certain NTRP directors; informational network, but not an active conflict |
Expertise & Qualifications
- Legal, securities, and governance expertise (CFA charterholder; LL.M Tax; LL.B) .
- Audit committee financial expert; financial sophistication under SEC/Nasdaq rules .
- Cross‑border legal and corporate advisory experience; board service in public and private contexts .
Equity Ownership
| Security | Amount | Status | Notes |
|---|---|---|---|
| Common stock | 0 (as of Sept 15, 2025) | Direct ownership | Beneficial ownership table shows “-” for Diges |
| Series Q Nonvoting Convertible Preferred | 13,580 shares | Convertible 1:1 to common upon shareholder approvals; subject to beneficial ownership limits | Issued via conversion of $40,000 principal + $3,456 accrued interest on 9/15/2025 at $3.20/share |
| Beneficial ownership % post‑conversion | Below 1% | Pro forma assumption | Company states her share remains below 1% after approvals |
| Form 3 initial filing | Filed; shows director status and zero common stock | 07/14/2025 event date | Baseline insider filing |
Shareholder approvals on Nov 14, 2025: Proposals 3 and 4 passed; under Series Q terms, conversion to common occurs on the third business day following the meeting (subject to beneficial ownership limits) .
Insider Filings and Transactions
| Date | Filing/Agreement | Security | Quantity | Price | Context |
|---|---|---|---|---|---|
| 11/12/2025 | SEC Form 3 (initial) | Common (Table I) | 0 | N/A | Initial statement of beneficial ownership; director relationship noted |
| 09/15/2025 | Debt Conversion Agreement | Series Q Preferred | 13,580 | $3.20 | Converted short‑term note (+ accrued interest) into Series Q; insider issuances subjected to shareholder approval per Nasdaq 5635(c) |
Shareholder vote results: Proposal 3 FOR 5,713,306; Proposal 4 FOR 5,715,640 (both approved), enabling conversions under Series terms .
Governance Assessment
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Strengths
- Independent director with deep legal, securities, and governance credentials; designated audit committee financial expert; chairs Audit Committee, indicating strong control over financial reporting and related-party review .
- Committee coverage (Audit Chair; Compensation; Nominating & Governance) and structured classified board enhances procedural oversight .
- Majority‑independent board and explicit code of ethics; formal risk oversight allocated across Board and committees .
-
Alignment and Incentives
- Director cash retainer modest ($35,000) and deferred until financing, aligning with liquidity preservation; equity plan cap for non‑employee directors at $500,000/year limits pay inflation risk .
- Series Q Preferred conversion (13,580 shares) provides equity exposure; pro forma beneficial ownership below 1% post‑conversion minimizes control risk while offering “skin‑in‑the‑game” .
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Conflicts, Related Party, and RED FLAGS
- Related‑party financing: Prior to appointment, Diges purchased a $40,000 short‑term note from the company which was later converted to Series Q Preferred at $3.20; insider issuance below market required—and received—shareholder approval under Nasdaq Rule 5635(c) .
- Audit Committee oversight is explicitly tasked with approving related‑party transactions; broader related‑party credit arrangements were reviewed/approved by Audit Committee and independent directors (e.g., MIP line of credit), consistent with governance controls .
- Equity dilution risk flagged across Preferred conversions and warrants; company disclosed dilution impacts and obtained approvals, mitigating process risk but still a market overhang for investors .
- Clawback policy applies to executive incentive compensation; coverage not specified for directors. Lack of director‑level clawback is typical, but not shareholder‑friendly for equity‑based director awards if used in future.
-
Attendance and Engagement
- FY2025: Board met 7 times; each director attended ≥75% of applicable meetings; all then current directors attended the 2025 annual meeting—indicative of baseline engagement. Committee cadence supports active oversight (Audit 4; Compensation 3; Nominating 1) .
RED FLAGS: Insider preferred stock issuances at discounts (including Diges’s Series Q) necessitating shareholder approval under Nasdaq Rule 5635(c); while approvals were obtained, continued reliance on insider financing and multi‑series preferred/warrant structures represents dilution and governance optics risk that requires vigilant Audit Committee oversight .
Implications for investors
- Audit Chair and financial expert designation for Diges is a governance positive—enhancing credibility on financial reporting and related‑party oversight .
- Insider conversions approved by shareholders and codified under Nasdaq rules reduce procedural risk, but equity overhang and dilution from multiple Preferred series/warrants remain material considerations for valuation and confidence .
- Modest cash retainer with deferral and limited disclosed director equity grants suggests conservative director pay; watch for any future shifts toward equity-heavy or performance‑based awards that could introduce additional governance monitoring needs .