Frank Orzechowski
About Frank Orzechowski
Frank D. Orzechowski serves as Chief Financial Officer, Treasurer, principal accounting officer, principal financial officer, and Corporate Secretary of NextTrip, Inc. (NTRP) since July 1, 2019, with prior CFO roles at StormHarbour Partners and senior finance leadership at Nikko Americas; he is a CPA (1984) and holds a B.S. in Business Administration (Accounting) from Georgetown University (1982) . Company pay-versus-performance disclosures show cumulative TSR losses of 91.3% over the three years ended Feb. 28, 2025 and rising net losses, contextualizing a challenging backdrop for incentive alignment . Beneficial common stock ownership attributed to Mr. Orzechowski is 48 shares (<1%), indicating limited direct equity alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| StormHarbour Partners LP | Chief Financial Officer | Sep 2013–(prior to NTRP) | CFO of independent global markets and advisory firm |
| Etouches Inc. | Contract Chief Financial Officer | May–Aug 2013 | Assisted finance for planned equity financing |
| Four-O Technologies Inc. | President & Owner/Operator | Aug 2009–Dec 2012 | Launched and operated two Cartridge World franchise units in CT |
| Nikko Americas Holding Co. Inc. | President & Chief Financial Officer | Feb 2006–Jul 2009 | Led U.S. business infrastructure and manager due diligence |
| Coopers & Lybrand | Auditor (early career) | Began 1982 | CPA certified in 1984; foundational public accounting experience |
External Roles
- None disclosed (no current public company directorships or committee roles for Orzechowski in filings) .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $200,000 | $200,000 |
| Bonus ($) | $109,073 retention bonus (Retention Bonus and Separation Agreement) | $0 |
| Other Compensation ($) | — | — |
Notes:
- CFO base salary progressed from $135,000 (Jul-2019) to $155,000 (Mar-2020), $180,000 (Jan-2021), and $200,000 (Oct-2021) under his “at will” employment agreement .
Performance Compensation
- No disclosed CFO-specific performance metric targets, weightings, or payout formulas; the company maintains a Compensation Recovery (clawback) Policy compliant with SEC/Nasdaq Rule 10D-1 for restatements .
- No new options or SARs were granted to NEOs in FY 2024 or FY 2025 per proxy footnotes .
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Retention Bonus (FY 2024) | Retention/Separation | N/A | N/A | N/A | $109,073 | N/A |
| Discretionary Incentives | Not disclosed for CFO | — | — | — | — | — |
Equity Ownership & Alignment
| Ownership Element | Detail | Status/Value |
|---|---|---|
| Beneficial Common Shares | 48 shares; <1% ownership | As of Sep 15, 2025 |
| Stock Options & SARs (as of Feb 28, 2025) | See vesting schedule below | Mix of vested/unvested across grants |
| Shares pledged as collateral | Not disclosed | — |
| Hedging policy for executives | Not specifically disclosed; transaction documents restrict certain purchasers’ hedging/short sales (not executive policy) | |
| Stock ownership guidelines | Not disclosed | — |
| 401(k)/retirement plan | Eligible; company maintains qualified 401(k) plans with safe harbor contributions |
Detailed Option/SAR Vesting Schedule (as of FY 2025 year-end)
| Instrument | Quantity (#) | Exercise Price ($) | Vesting Status as of 2/28/2025 | Forward Vesting Detail | Expiration |
|---|---|---|---|---|---|
| Option (grant 5/28/2020) | 1,750 | 50.00 | Fully vested | — | 6/14/2025 |
| SARs (grant 6/23/2020) | 902 | 52.60 | Fully vested/exercisable | — | 6/22/2025 |
| Option (grant 8/11/2021) | 2,429 | 68.40 | Fully vested | — | 8/11/2026 |
| SARs (grant 8/11/2021) | 2,429 | 68.40 | Fully vested/exercisable | — | 8/11/2026 |
| Option (grant 7/1/2022) | 797 | 50.00 | 717 vested; 80 unvested | Unvested vests monthly over next five months | 7/1/2027 |
| Option (grant 7/1/2022) | 2,609 | 50.00 | 2,339 vested; 270 unvested | Unvested vests monthly over next five months | 7/1/2027 |
| SARs (grant 7/1/2022) | 3,474 | 50.00 | 3,113 vested; 361 unvested | Unvested vests monthly over next five months | 7/1/2027 |
| SARs (retention grant 7/1/2022) | 4,852 | 26.00 | Unvested | Vests on Mar 15, 2025 if employed | 7/1/2027 |
| Option (grant 1/26/2023) | 3,711 | 11.60 | Fully vested/exercisable | — | 1/25/2028 |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start date | July 1, 2019; “at will” CFO employment agreement |
| Base salary history | $135k (7/1/2019) → $155k (3/1/2020) → $180k (1/1/2021) → $200k (10/1/2021) |
| Equity eligibility | Eligible under 2013 and 2023 Equity Incentive Plans; SARs under 2020 SARs Plan |
| Benefits | Eligible for medical/dental/vision, life, disability, cafeteria plan, 401(k) |
| Severance | Not disclosed for CFO in filings cited |
| Non-compete / Non-solicit | Not disclosed |
| Clawback | Company-wide Compensation Recovery Policy compliant with SEC/Nasdaq Rule 10D-1 |
Performance & Track Record
- Tenure: Serving as CFO since July 1, 2019; deep prior finance leadership (StormHarbour; Nikko Americas) and CPA credential .
- Company pay-versus-performance context: TSR losses of 91.3% over 3 years; net loss increased year-over-year in 2025 and 2024, indicating sustained performance pressure .
- No specific CFO KPI targets (e.g., EBITDA, revenue growth, TSR percentile) are disclosed in compensation frameworks for Mr. Orzechowski .
Compensation Structure Analysis
- Mix and trend: Cash-heavy for CFO in FY 2025 with base salary only; FY 2024 included a retention bonus, but no new options/SARs were granted in FY 2024/FY 2025 to NEOs, signaling limited fresh equity incentives amid share price declines .
- Equity incentives outstanding skew to older grants with high strike prices ($50–$68.40) plus a retention SAR tranche at $26; vesting largely time-based, not explicitly performance-based .
- Clawback policy strengthens governance over incentive-based pay in restatement scenarios .
Risk Indicators & Red Flags
- Alignment risk: Beneficial ownership is de minimis (<1%), which may limit direct equity alignment .
- Hedging/pledging: No explicit anti-pledging/anti-hedging policy for executives disclosed; transaction documents restrict certain purchasers’ hedging/short sales but are not executive policies .
- Clawback: Present (positive governance signal) .
- Legal/controversies: No executive-specific proceedings disclosed in sources reviewed; company-level TSR and net losses highlight execution risk .
Equity Ownership & Alignment (Detailed)
| Component | Amount/Status |
|---|---|
| Common shares beneficially owned | 48 shares (<1%) |
| Vested options/SARs as of 2/28/2025 | Multiple tranches vested; see detailed schedule above |
| Unvested equity as of 2/28/2025 | 80 options; 270 options; 361 SARs; 4,852 SARs vesting 3/15/2025 if employed |
| Ownership guidelines | Not disclosed |
| Pledging | Not disclosed |
Investment Implications
- Retention risk: “At will” arrangement with no disclosed severance or change-of-control economics suggests limited contractual retention protections; 2024 retention bonus and outstanding time-based vesting tranches provided near-term retention levers but are now largely matured .
- Alignment: Minimal direct share ownership (<1%) and absence of disclosed ownership guidelines imply lower “skin-in-the-game”; legacy options with high strikes may be out-of-the-money given reported TSR declines, limiting incentive value unless performance inflects .
- Selling pressure: No explicit pledging by the CFO disclosed; insider selling pressure appears low from common shareholdings, but maturing/vested instruments could become monetization candidates if liquidity windows open .
- Governance: The clawback policy and absence of tax gross-ups are positive; lack of defined performance metrics for CFO pay tempers pay-for-performance confidence .