Jimmy Byrd

About Jimmy Byrd

Jimmy Byrd (age 64) is a Class II independent director of NextTrip, Inc. (NASDAQ: NTRP) who joined the Board on July 28, 2025. He brings over two decades of operational and corporate development leadership in North American infrastructure and communications, including EVP, Corporate Development at Ledcor Group (past three years) and President, Ledcor Technical Services since 2004; he holds an MBA from Southern Methodist University. The Nominating & Governance Committee cites his operational and corporate development experience as core credentials for board service.

Past Roles

External Roles

Board Governance

• Board structure and class: Byrd is a Class II director; Class II terms expired at the 2025 Annual Meeting and nominees (including Byrd) were submitted for re-election; Board is classified into three classes.
• Independence: The Board determined Byrd is independent under Nasdaq rules. There are no family relationships among directors/executives.
• Committee assignments and chair roles:
  • Compensation Committee: Chair (members: Jimmy Byrd (Chair), Stephen Kircher, Carmen Diges). Met 3 times in fiscal 2025.
  • Audit Committee: Member (Chair: Carmen Diges; members include Byrd and Kircher). Met 4 times in fiscal 2025.
  • Nominating & Governance: Byrd is not a member.
• Attendance: In FY2025, the Board held 7 meetings; each director attended at least 75% of Board and applicable committee meetings during the period served.
• Election results (Annual Meeting, Nov 14, 2025): Byrd received 5,726,794 votes “For”, 373,170 “Against”, 28,427 abstentions (broker non-votes listed separately).

Fixed Compensation

• Director pay program (FY2025): Non-employee directors received a $35,000 annual cash retainer; all directors agreed to defer cash fees until completion of a public financing. Fees are paid quarterly (when paid) and reasonable expenses reimbursed. No committee chair or meeting fees were disclosed.

Performance Compensation

• No performance-linked elements (e.g., RSUs/PSUs/options with performance metrics) are disclosed for non-employee directors in FY2025; the company’s discussion of director compensation indicates a cash retainer program with deferral but does not describe performance-based director pay.

Other Directorships & Interlocks

• Public company directorships: None disclosed for Byrd.
• Private/company roles: Senior leadership at Ledcor Group entities as noted above; no interlocks identified with NTRP competitors/suppliers/customers in company disclosures.

Expertise & Qualifications

• Domain: Operations and corporate development leadership; scaling complex infrastructure businesses in the U.S. and Canada.
• Financial/gov: Serves on Audit and Compensation Committees (Chair of Compensation), indicating governance and oversight experience; Board deemed him independent.
• Education: MBA, Southern Methodist University.

Equity Ownership

Related-Party/Conflicts

• Insider preferred purchase: On Sept 10, 2025, Byrd (independent director) purchased 50,000 shares of Series Q Preferred at $3.20/share, which Nasdaq may deem equity compensation to insiders when priced below market; company sought shareholder approval under Nasdaq Rule 5635(c) (Proposal 4), which passed on Nov 14, 2025, enabling conversion to common.
• Governance mitigants: Transactions were conditioned on stockholder approval (Nasdaq 5635(c)/(d)), with conversions effective only after approval; conversions occur three business days post-meeting.
• No loans/other related-party transactions with Byrd were disclosed; related-party lending involved other insiders (Kerby, Monaco, etc.).

Governance Assessment

• Positives:
  • Independent director; Chair of Compensation Committee and member of Audit Committee; contributes to key oversight functions.
  • Strong shareholder support in 2025 director election.
  • Relevant operating and corporate development experience aligned with NTRP’s growth agenda.
• Risk Indicators / RED FLAGS:
  • Insider participation in below-market preferred offering while serving as Compensation Committee Chair (per Nasdaq 5635(c) characterization) may present perceived conflicts, though the company obtained explicit shareholder approval and structured conversions subject to such approval.
  • Significant dilution from approval of preferred conversions/warrants at the company level (contextual, not specific to Byrd), which can pressure investor confidence; company disclosed pro-forma dilution of 26.6% from preferred conversions alone, and up to 38.3% if related warrants are exercised.

Shareholder Vote Detail (Signal of Support)

Committee Snapshot (Current)

Director Compensation (Program Reference)

Notes on Company Policies Relevant to Governance

• Clawback policy: Adopted Nov 29, 2023, compliant with Exchange Act Section 10D/Nasdaq rules; applies to executive officers’ incentive-based compensation upon accounting restatement; not specific to directors.
• Code of Ethics applies to Board members; posted on company website.

Overall, Byrd enhances board effectiveness via independent leadership on Compensation and service on Audit, with strong election support. The insider preferred purchase at a below-market price (subject to and now backed by shareholder approval) presents a potential optics risk; however, the use of shareholder approvals under Nasdaq 5635(c)/(d) mitigates regulatory concerns. Continued transparency on director compensation structure (including any future equity grants) and monitoring for conflicts will be important for investor confidence.