Stephen Kircher
About Stephen Kircher
Stephen Kircher is a Class I independent director at NextTrip, Inc. (NTRP), age 71, appointed effective July 28, 2025 with a term expiring at the 2028 Annual Meeting; he holds a B.A. from the University of California, San Diego and currently serves as Chairman and CEO of Kircher Holdings LLC (since 2016) and as a director at ReviverMX, Inc. . His background includes leading high‑growth companies and executing strategic exits, notably Solar Power, Inc. (SPI) and International DisplayWorks, Inc. .
Past Roles
| Organization | Role | Tenure | Key Achievements/Impact |
|---|---|---|---|
| Kircher Holdings LLC | Chairman & CEO | 2016–present | Family office managing diverse investments; owns Frangipani Beach Resort (Anguilla) and Borgo San Vincenzo (Tuscany) through trust . |
| Solar Power, Inc. (SPI) | Chairman & CEO | Not disclosed | Grew from startup to over $100M annual revenues; led strategic sale to LDK Solar, Ltd. . |
| International DisplayWorks, Inc. | Chairman & CEO | Not disclosed | Expanded to >3,500 employees and $300M revenues; achieved successful sale to Flextronics International . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ReviverMX, Inc. | Director | Current (start date not disclosed) | World’s first digital license plate and connected vehicle platform; committee roles not disclosed . |
| Kircher Holdings LLC | Chairman & CEO | 2016–present | Leads family office; hospitality assets owned via trust (Frangipani Beach Resort; Borgo San Vincenzo) . |
Board Governance
| Committee | Membership | Chair? | FY2025 Meetings |
|---|---|---|---|
| Audit Committee | Member | No (Chair: Carmen Diges) | 4 |
| Compensation Committee | Member | No (Chair: Jimmy Byrd) | 3 |
| Nominating & Corporate Governance | Not a member | — | Not disclosed |
| Attribute | Details |
|---|---|
| Director Class | Class I |
| Term Expiration | 2028 Annual Meeting |
| Director Since | Appointed effective July 28, 2025 |
| Independence | Board determined independent under Nasdaq rules and SEC Rule 10A‑3 |
| Board Meetings FY2025 | 7; each director (then serving) attended ≥75% of Board+committee meetings during tenure; 2025 Annual Meeting attendance by then‑current directors |
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| Annual retainer (cash) | $35,000 for non‑employee directors (FY2025 program) | Cash fees paid quarterly; directors agreed to defer cash until completion of a public financing . |
| Reimbursements | Reasonable expenses reimbursed as determined by Board | No fringe/other benefits disclosed for non‑employee directors . |
Performance Compensation
| Item | Details | Date | Amount/Shares | Price | Terms |
|---|---|---|---|---|---|
| Series Q Preferred conversion | Debt conversion into restricted Series Q Non‑Voting Convertible Preferred | Sep 15, 2025 | 34,223 shares | $3.20/share | 1‑for‑1 convertibility into common upon stockholder approval to remove Exchange Cap (Nasdaq Rule 5635(c)) . |
| Below-market issuance context | Nasdaq may deem these insider issuances “equity compensation”; Company seeking stockholder approval under 5635(c) | Sep 2025 | — | Issue price $3.20 vs closing prices $4.03 (Sep 9) and $3.94 (Sep 12) | Conversion contingent; not convertible absent approval . |
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlock/Conflict |
|---|---|---|---|
| ReviverMX, Inc. | Director | Private | No relationships with NextTrip disclosed; no shared directorships with customers/suppliers disclosed . |
Expertise & Qualifications
| Attribute | Details |
|---|---|
| Education | B.A., University of California, San Diego |
| Domain Expertise | Growth leadership, operations, strategic transactions; hospitality assets via trust |
| Financial Literacy | Audit Committee member; Board states all Audit members meet SEC/Nasdaq financial literacy; “financial expert” designation applied to Diges (not Kircher) . |
Equity Ownership
| Security | Shares Beneficially Owned | % of Class | Conversion Status | Post‑Conversion Common Ownership Indication |
|---|---|---|---|---|
| Series Q Preferred | 34,223 | 26.5% (of 129,053 outstanding) | 1‑for‑1 convertible into common stock upon stockholder approval (Exchange Cap removal under Nasdaq 5635(c)) | After conversion, each of Kircher and Diges remains below 1.0% of common outstanding . |
Insider Transactions (Form 4 context not provided; proxy disclosures)
| Date | Type | Security | Amount | Terms |
|---|---|---|---|---|
| May 24, 2024 | Short‑term unsecured promissory note to Company (prior to becoming director) | Debt | $100,000 principal; 7.5% annual interest; maturity extended month‑to‑month | Converted on Sep 15, 2025 to 34,223 Series Q Preferred shares at $3.20/share . |
Governance Assessment
- Independence and committee roles: Board affirms Kircher is independent under Nasdaq and SEC Rule 10A‑3; he serves on Audit and Compensation, with Audit chaired by Diges and Compensation chaired by Byrd, supporting committee effectiveness and separation of roles .
- Attendance and engagement signals: FY2025 saw 7 Board meetings, 4 Audit, and 3 Compensation; while Kircher joined after FY2025 year‑end, the committee cadence indicates active oversight infrastructure .
- Ownership alignment: Kircher converted a $109,514 related‑party loan (incl. $9,514 interest) into Series Q Preferred (34,223 shares), aligning with equity, but post‑conversion common ownership remains below 1%—modest “skin in the game” relative to peers .
- Related‑party exposure: His pre‑appointment financing and subsequent debt‑to‑equity conversion are related‑party transactions; the Audit Committee’s charter includes approval/ratification of related‑person transactions, and the proxy notes audit committee oversight of such matters .
- Dilution and shareholder optics: If Proposals 3 and 4 are approved, aggregate conversions (Series L and Q) would dilute common holders by 12.8% and reduce book value per share from $0.059 to $0.051; although Kircher’s stake remains below 1%, the broader insider participation in below‑market preferred raises investor confidence considerations .
- Compliance: Proxy identifies delinquent Section 16 filings for Monaco and Kerby (subsequently filed via Form 5); Kircher is not named in delinquency disclosures, which is a neutral‑to‑positive signal .
RED FLAGS
- Below‑market insider issuances deemed “equity compensation” under Nasdaq Rule 5635(c) and contingent on stockholder approval—optics of preferential pricing to insiders (Series Q at $3.20 vs market ~$4.03/$3.94) .
- Related‑party financing and debt conversion by a sitting Audit and Compensation Committee member—requires robust recusals and independent committee oversight to mitigate conflict risks .
- Aggregate dilution of 12.8% upon preferred conversions—heightens governance scrutiny on insider transactions and capital allocation .
Positive Signals
- Board‑affirmed independence and service on key committees with independent chairs; Audit committee financial literacy affirmed; structured governance around risk oversight and related‑party transactions .
- Equity alignment via conversion with post‑conversion ownership below 1% limits undue influence while providing some alignment .