John McMahon
About John McMahon
John McMahon is Chief Operating Officer, Travel Division at NextTrip, Inc., serving since February 7, 2025; he is 61 years old and holds a B.S.Ed. from Rider University . He was appointed COO in a February 25, 2025 press release coincident with NextTrip’s expansion into cruises and integration of Five Star Alliance (FSA) capabilities . McMahon previously led FSA as CEO and majority shareholder, executing a 2018 management buyout, and spent 20 years at Questex Media leading global travel media and events; his background centers on transforming traditional media into high-margin digital platforms . The proxy and filings do not disclose TSR, revenue growth, or EBITDA growth attributable to his tenure; however, the company highlighted expected revenue capture from the cruise booking engine and group booking synergies tied to FSA integration .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Five Star Alliance | CEO & Majority Shareholder | 2018–2025 | Led management buyout; built curated platform of 5,000+ five‑star hotels and 35+ cruise lines . |
| Questex Media | EVP, Travel & Hospitality Group | 1997–2018 | Oversaw global travel media and events; transitioned properties to high‑margin digital platforms . |
| Putman Publishing | Trade Media Roles | 1987–1997 | Early trade media career in travel industry verticals . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Starwood Hotels Luxury Board | Advisory Board Member | Not disclosed | Advisory role in luxury hospitality . |
| Fairmont Hotels & Resorts | Advisory Board Member | Not disclosed | Advisory role in luxury hospitality . |
| Cystic Fibrosis Foundation – NY Chapter | Board Director | 2001–2019 | Non‑profit governance . |
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| Base Salary | $250,000 per year | DEF 14A; 10‑K |
| Annual Bonus (target %) | Not disclosed; bonuses subject to mutually agreed performance objectives | DEF 14A; 10‑K |
| Bonus Form | Cash or Company common shares at McMahon’s option | DEF 14A; 10‑K |
| Additional Incentive Bonus | At discretion of Compensation Committee | DEF 14A; 10‑K |
| Benefits | Eligible for medical, dental, vision, 401(k) | DEF 14A |
| 401(k) Details | Safe harbor plans; match structure described; 100% vesting for safe harbor; graded vesting for elective contributions | DEF 14A |
| Tax Gross‑Ups | Company does not provide tax gross‑ups to executives | DEF 14A |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus | Mutually agreed performance objectives | Not disclosed | Not disclosed | Not disclosed | Cash or stock, at executive option | N/A |
| Discretionary Incentive Bonus | Discretionary (Comp Committee) | Not disclosed | Not disclosed | Not disclosed | Discretionary award | N/A |
| Equity under 2023 Plan | Options, SARs, Stock Awards (if granted) | Not disclosed | Not disclosed | Not disclosed | Per award | Plan provides immediate full acceleration upon Change in Control unless award agreement states otherwise |
Clawback: Company adopted a compensation recovery policy on November 29, 2023 compliant with SEC Rule 10D‑1 and Nasdaq; requires recovery of erroneously awarded incentive‑based compensation upon accounting restatement and prohibits indemnification/gross‑up for such recoveries .
Equity Ownership & Alignment
| Holding | Quantity | Ownership % | Notes |
|---|---|---|---|
| Series O Nonvoting Convertible Preferred (NTRP) | 168,416 shares | 38.0% of Series O outstanding (443,549 shares) | Issued in connection with FSA acquisition milestones . |
| Common Stock (record date 9/25/2025) | None reported | N/A | Beneficial ownership table shows “–” at record date . |
| Pro‑Forma Common Post‑Conversion | 168,416 shares | 1.5% of pro‑forma common outstanding | Conversion contingent on shareholder approvals per Nasdaq rules . |
| Pledged Shares | Not disclosed | N/A | No pledging disclosure found in filings. |
| Ownership Guidelines | Not disclosed | N/A | No executive ownership guideline disclosure found. |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Role & Start Date | COO, Travel Division; serving since February 7, 2025 | 10‑K |
| Employment Agreement | Employment letter dated February 10, 2025 | DEF 14A; 10‑K |
| Severance | Not disclosed for McMahon | DEF 14A; 10‑K |
| Non‑compete / Non‑solicit | Not disclosed | DEF 14A; 10‑K |
| Bonus Mechanics | Performance‑based; cash or stock election by executive | DEF 14A; 10‑K |
| Change‑of‑Control (Equity) | 2023 Equity Incentive Plan provides single‑trigger full acceleration of outstanding options/SARs/RSUs upon Change in Control unless award agreement provides otherwise | DEF 14A |
| Clawback | Compensation Recovery Policy (SEC/Nasdaq compliant) adopted Nov 29, 2023 | DEF 14A |
| FSA Transaction Linkage | FSA sale agreement conditioned NextTrip’s option to buy remaining 51% on continued employment of McMahon; Final Closing completed April 9, 2025, milestone payments issued April 28, 2025 | 8‑K (FSA) |
Compensation Committee Analysis
- Committee members: Jimmy Byrd (Chair), Stephen Kircher, Carmen Diges; all independent under Nasdaq rules and “non‑employee” under Rule 16b‑3 .
- Responsibilities include CEO pay determination, executive compensation oversight, equity plan administration, and annual review of CD&A if required .
- Meetings: 3 in fiscal 2025 .
Investment Implications
- Alignment: McMahon’s substantial Series O position (38% of the class) aligns incentives to value creation and conversion; pro‑forma would represent 1.5% of common if approvals enable conversion .
- Retention: Continued employment was an explicit condition to close the FSA acquisition option, and the deal fully closed with milestones achieved—suggesting strong integration and retention linkage to strategic execution .
- Pay structure: Ability to take bonuses in stock is a constructive signal for alignment; absence of disclosed severance reduces exit costs but may also imply less contractual retention lock‑in .
- Change‑of‑control dynamics: Plan‑level single‑trigger acceleration on a Change in Control could incentivize pursuit of strategic transactions; investors should monitor award grants and potential acceleration exposure .
- Governance and controls: Presence of an SEC/Nasdaq‑compliant clawback policy and disclosure of no tax gross‑ups are shareholder‑friendly; no pledging or ownership guideline disclosures identified .
- Trading signals: We attempted to retrieve Form 4 activity for McMahon but were unable due to an authorization error; monitor subsequent Section 16 filings for any conversions/sales if shareholder approvals permit conversion of Series O .