Donald P. Monaco
About Donald P. Monaco
Donald P. Monaco, 72, is Chairman of the Board at NextTrip, Inc. (NTRP). He has served as Chairman since December 29, 2023 and is a Class I director whose current term expires at the 2028 Annual Meeting . Monaco spent 28 years at Accenture (18 as partner/senior executive) and is an experienced IT and business management consultant; he founded Monaco Air Duluth (sold April 2025). He holds B.S. and M.S. degrees in Computer Science Engineering from Northwestern University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accenture (Chicago) | International IT and business management consultant; Partner/Senior Executive | 28 years (18 as partner) | Led consulting engagements across industries |
| Monaco Air Duluth, LLC | Founder/Owner; Fixed-base operator at Duluth International Airport | Founded Nov 2005; Sold Apr 2025 | Built and operated full-service aviation services business; sold in 2025 |
| NextPlay Technologies, Inc. (Monaker) | Director (2011–2023); Chairman (2018–2021); Co-Chairman (Jun–Dec 2021) | Aug 2011–Jan 2023 | Board leadership through media/travel strategy shifts |
| Republic Bank (Duluth, MN) | Director | May 2015–Oct 2019 | Board oversight at community bank |
| Verus International, Inc. (RealBiz Media Group) | Director; Chairman (Aug 2015–Apr 2016) | Oct 2012–Apr 2016 | Governance leadership during strategic changes |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Metropolitan Airports Commission (Minneapolis–St. Paul) | Commissioner (appointed/reappointed by MN Governors); Chair, Operations, Finance & Administration Committee | Since Jan 2009 | Oversees major airport operations/finance |
| Monaco Air Foundation | President & Chairman | Ongoing | Philanthropic leadership |
| Honor Flight Northland | Treasurer | Ongoing | Non-profit governance |
| Duluth Aviation Institute | Treasurer | Ongoing | Aviation non-profit governance |
| Duluth Chamber of Commerce Military Affairs Committee | Member | Ongoing | Community/military affairs engagement |
Board Governance
- Role: Chairman of the Board; Board is classified/staggered. Monaco is Class I; term expires 2028 .
- Independence: Not considered independent due to prior affiliation with NextTrip Holdings (NTH) and other factors .
- Committees: Not a member of Audit, Compensation, or Nominating & Corporate Governance committees; those are comprised solely of independent directors .
- Attendance: In FY 2025, the Board held 7 meetings; each director attended at least 75% of Board and applicable committee meetings; all then-current directors attended the 2025 Annual Meeting .
- Leadership structure: Chairman and CEO roles are separated currently; Board retains discretion to combine in future if deemed in shareholders’ interests .
- Risk oversight: Board oversees risk directly and via committees; Audit oversees financial/reporting risk and related-party transactions; Compensation oversees risk in pay programs; Nominating & Governance oversees governance effectiveness .
Fixed Compensation
| Component | FY 2024 Amount | FY 2025 Program (Policy) |
|---|---|---|
| Annual cash retainer (non-employee directors) | $35,000 | $35,000; directors agreed to defer cash until completion of a public financing; paid quarterly; expense reimbursement permitted |
Note: The FY 2024 director compensation table shows Monaco received $35,000 in fees; no option awards were reported for those listed directors in FY 2024 .
Performance Compensation
- No director-specific performance metrics (e.g., TSR, revenue, EBITDA) tied to director pay disclosed; the program emphasizes cash retainers and potential equity alignment but no performance-weighted components for directors were reported for FY 2024–2025 .
Other Directorships & Interlocks
| Company/Entity | Type | Status | Notes |
|---|---|---|---|
| NextPlay Technologies, Inc. (Monaker) | Public company | Former director; former Chairman/Co-Chairman | Service from 2011–2023; historical affiliation with current NTRP CEO William Kerby from prior entities |
| Republic Bank (Duluth, MN) | Bank | Former director | May 2015–Oct 2019 |
| Verus International, Inc. (RealBiz Media Group) | Public company | Former director; former Chairman | Oct 2012–Apr 2016; Chairman Aug 2015–Apr 2016 |
Expertise & Qualifications
- Technical/operational expertise: Information technology, operations, aviation services, and business management (Accenture partner; founder/operator of Monaco Air Duluth) .
- Governance/finance: Long-standing public board experience, committee leadership at a major airport authority; Northwestern engineering degrees (BS/MS) .
Equity Ownership
| Security | Amount | Ownership % / Notes |
|---|---|---|
| Common stock beneficially owned | 1,474,760 shares | 17.6% of outstanding (8,224,752 shares as of Sep 15, 2025). Includes: 1,733 (MIP), 1,326,641 (Donald P. Monaco Insurance Trust), 135,000 options to the Trust, 11,386 (TMT). Excludes 745,032 shares issuable upon conversion of Series L Preferred (subject to shareholder approval) . |
| Series L Preferred (nonvoting, convertible 1:1 upon approvals) | 745,032 shares | 69.2% of Series L outstanding; held by the Trust; convertible only upon stockholder approvals per Nasdaq rules . |
Pledging/hedging: No disclosure of pledged shares or hedging by Monaco in the proxy .
Insider Transactions (Selected)
| Date | Transaction | Security | Amount/Terms |
|---|---|---|---|
| Dec 31, 2024 | Debt conversion to preferred | Series L Preferred | Converted $1.25 million unsecured promissory notes into 413,907 Series L shares at $3.02 per share . |
| Feb 24, 2025 | Debt conversion to preferred | Series L Preferred | Converted $1.0 million unsecured promissory notes into Series L (total Series L to Monaco + Kerby aggregated 496,687; Monaco’s cumulative L holdings 745,032) at $3.02 per share . |
| Mar 28, 2025 | Section 16 reporting | Form 5 filing | Company disclosed Monaco (and Kerby) failed to file Form 4 timely for Dec 2024 and Feb 2025 conversions; subsequently reported on Form 5 . |
Related-Party Transactions and Potential Conflicts
- Insider conversions at below market requiring shareholder approval: Series L Preferred issued to Monaco/Kerby at $3.02 per share (below market on relevant dates) requires approval under Nasdaq Rule 5635(c); also included in broader >19.99% issuance approvals under Rule 5635(d). If approved, automatic conversion and material dilution ensue (aggregate 2,984,169 shares; 26.6% post-conversion dilution; larger if warrants exercised) .
- Related-party lending and credit facilities:
- Trust Notes: On April 9, 2025, two promissory notes with the Donald P. Monaco Insurance Trust ($500,000 and $145,000) under a $2.0 million related-party line; later repaid via MIP facility .
- MIP Line of Credit: On May 6, 2025, $3.0 million revolving line of credit with Monaco Investment Partners II, LP (controlled by Monaco), at 12% interest, maturing May 31, 2027; initial $1,045,000 used to repay Trust advances/notes; fully drawn to $3,000,000 by Sep 15, 2025; reviewed/approved by Audit Committee and Board (independent members) .
- Governance process: Related-party transactions are subject to Audit Committee review/approval per charter and Nasdaq rules .
Governance Assessment
- Strengths
- Independent committees with financial expertise; Audit Committee chaired by an “audit committee financial expert” (Carmen Diges) .
- Strong attendance disclosures (≥75%) and separation of Chairman/CEO roles at present .
- Clawback policy adopted Nov 29, 2023 consistent with SEC/Nasdaq rules .
- Risks/Red Flags
- Non-independent Chairman with significant beneficial ownership (17.6%) and substantial additional convertible preferred exposure; potential influence over capital structure and governance .
- Extensive related-party financing (Trust Notes; 12% MIP line of credit) and insider preferred stock issued below market requiring Nasdaq 5635(c) stockholder approval; material potential dilution to public shareholders if approved .
- Section 16 late filings by Monaco related to the December 2024 and February 2025 debt conversions (subsequently reported on Form 5) .
- Company seeking approvals for multiple discounted issuances exceeding 19.99% thresholds (Rules 5635(c)/(d)), highlighting ongoing capital needs and dilution risk .
Implications: While Monaco brings deep operational and governance experience, his non-independent status, financing role through entities he controls, and large ownership concentration require vigilant independent committee oversight, robust recusals, and transparent shareholder engagement to maintain investor confidence amid significant equity issuance activity .