William Kerby
About William Kerby
William Kerby, age 68, is Chief Executive Officer of NextTrip, Inc. (NASDAQ: NTRP) since December 29, 2023 and has served on the Board as a Class II director since July 17, 2025 . He holds a Specialized Honors Economics degree from York University . During his tenure, the company’s Pay vs Performance disclosure shows significant negative TSR trends (value of $100 investment declined to $8.73 by FY2025) alongside net losses, and the Compensation Committee does not use TSR or net income in determining pay, instead focusing on market capitalization, performance vs budget/forecasts, customer success, and capital raising .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NextTrip, Inc. | Chief Executive Officer | Dec 2023 – Present | Architect of the NextTrip model overseeing Travel, Real Estate and Television Media divisions . |
| NextTrip Group, LLC | Chief Executive Officer | Jan 2023 – Dec 2023 | Led pre-acquisition operations prior to share exchange . |
| NextPlay Technologies, Inc. | Co-Chief Executive Officer | Sep 2021 – Jan 2023 | Media and technology leadership; prior board tenure at NextPlay noted elsewhere . |
| Monaker Group, Inc. | Chief Executive Officer | Jul 2008 – Sep 2021 | Built multi-segment travel/media operations; also CEO of NextPlay Media (2009–2020) and Verus International, Inc. (Oct 2012–Aug 2015) . |
| Travelbyus | Founder and Manager | Feb 1999 – Apr 2002 | Acquired/financed 21 companies; >500 employees; gross revenues >$3B; market cap >$900M; multi-channel media/tech marketing . |
| Leisure Canada | Founder | Jun 1989 – Jan 1999 | Built franchise/tour/agency/media businesses; sold to Wilton Properties in May 1998 . |
| Financial industry | Investment Advisor | Oct 1980 – Jun 1989 | Financial markets experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Verus International, Inc. (formerly Realbiz Media Group) | CEO; Director | CEO Oct 2012–Aug 2015; Director until Apr 2016 | Led real estate holding operations; board oversight . |
| NextPlay Media | Chief Executive Officer | 2009 – 2020 | Led media unit within broader NextPlay/Monaker ecosystem . |
| Various media/travel entities (Extraordinary Vacations Group) | CEO | Apr 2002 – Jul 2008 | Integrated cruise/tour/agency/TV assets (160 travel shows) . |
Fixed Compensation
| Component | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | $400,000 | $400,000 | Eligible for discretionary bonus up to 100% of base . |
| Annual Bonus ($) | $0 | $0 | Discretionary, contingent on milestones/profitability . |
| Automobile Allowance ($) | $18,000 | $18,000 | $1,500 per month under employment letter . |
| Guarantee Fee ($) | $24,000 | $24,000 | $2,000/month for personal guarantees; escalates to $10,000/month post-termination if guarantees not eliminated . |
| Total ($) | $442,000 | $442,000 | SCT totals; no options/SARs granted in FY2024–FY2025 . |
Performance Compensation
| Incentive Type | Metric | Target | Actual | Payout | Vesting/Settlement |
|---|---|---|---|---|---|
| Annual Incentive Bonus | Company milestones, profitability, and Board-determined goals | Up to 100% of base salary | Not disclosed (no bonus paid in FY2024–FY2025) | $0 for FY2024 and FY2025 | Cash or stock at CEO’s election per agreement . |
| Long-term equity (2023 Equity Incentive Plan) | Options/SARs/Stock Awards; CO acceleration standard plan terms | Not specifically granted to Kerby in FY2024–FY2025 | N/A | N/A | Change-in-control: options/SARs vest 100%; RS/RSUs restrictions lapse; performance awards deemed 100% at target . |
| Clawback Policy | Restatement-based recovery per Rule 10D-1 | Policy adopted Nov 29, 2023 | N/A | N/A | Company must recover erroneously awarded incentive-based compensation; no indemnification or reimbursement of related insurance . |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Common shares beneficially owned (pre-conversion) | 1,254,993 (15.3%) | Includes 11,386 shares held by Travel and Media Tech LLC where Kerby is co-manager and 48% member; disclaims beneficial ownership beyond pecuniary interest . |
| Series L Preferred (Kerby allocation) | 331,124 shares | From conversion of notes ($0.5M on Dec 31, 2024) and deferred salary ($0.5M on Feb 24, 2025) at $3.02/share . |
| Series L Dividend Terms | 12% cumulative; payable in stock (>= $3.02/share) or cash; increases to 14% if “past due” | Nonvoting; automatic 1-for-1 common conversion 3 business days post stockholder approval, subject to limits . |
| Post-conversion pro forma ownership | 1,586,117 shares; 14.2% | Assumes Proposals 3/4 approvals and automatic conversion of preferred; excludes warrant exercises . |
| Section 16 compliance | Late Form 4 filings (Dec 2024, Feb 2025 conversions), remedied via Form 5 on Mar 28, 2025 | Governance/process red flag; subsequently corrected . |
Employment Terms
| Term | Provision | Details |
|---|---|---|
| Agreement Type | Employment letter (Dec 29, 2023) | Month-to-month; terminable by either party with 30 days’ notice . |
| Severance (without Cause) | 12 months base salary + up to 12 months health coverage | Lump sum salary; health benefit continuation up to 12 months . |
| Good Reason & Guarantees | $2,000/month guarantee fee during employment; post-termination escalates to $10,000/month after 30 days if Company fails to assume/eliminate guarantees | Applies to ARC, sellers of travel, merchant providers, financial institutions, etc. . |
| Change-of-Control (plans) | 2023 Plan and 2020 SAR Plan acceleration | All options/SARs vest immediately; RS/RSUs restrictions lapse; performance awards at 100% target . |
| Acquisition-related protection (earlier filings) | If terminated within 12 months of acquisition closing, severance applies and Contingent Shares accelerate | Historical disclosure; contingent share acceleration tied to acquisition milestones . |
Board Governance
- Board service: Class II director; nominated for re-election with term to 2029; currently not independent due to CEO role .
- Committee roles: Kerby is not listed on Audit, Compensation, or Nominating & Governance committees; those committees are chaired/filled by independent directors (Audit: Diges chair; Compensation: Byrd chair; Nominating: Jiang chair) .
- Leadership structure: Roles of Chairman and CEO currently separated (Chairman: Donald P. Monaco); Board retains flexibility to combine in future if deemed in stockholders’ interests .
- Attendance: Board held 7 meetings in FY2025; each director attended at least 75% of Board and committee meetings .
- Director compensation: Employee directors do not receive Board pay; non-employee director program in FY2025 was $35,000 cash (deferred until a public financing) .
Related Party Transactions and Red Flags
- Insider preferred conversions: Kerby and Monaco converted $2.75M in unsecured notes and $0.5M of Kerby’s deferred salary into Series L Preferred (1,076,156 shares total; Kerby 331,124, Monaco 745,032), requiring stockholder approval for conversion to common under Nasdaq Rule 5635(c) . Independent directors also acquired Series Q Preferred via purchases and debt conversions .
- Dilution proposals: Management proposes removing exchange caps, triggering automatic conversion of preferred and potential warrant exercises; pro forma issuance of 2,984,169 common shares implies 26.6% dilution; with warrants, dilution could reach 38.3% (subject to beneficial ownership limits) .
- Financing support: Company entered a $3.0M line of credit with Monaco Investment Partners II, LP (controlled by the Chairman) at 12% interest, approved by Audit Committee and Board .
- Section 16 timeliness: Kerby and Monaco filed late Form 4s related to Dec 2024 and Feb 2025 conversions, remedied via Form 5 on Mar 28, 2025 .
Investment Implications
- Pay-for-performance alignment: CEO cash comp is largely fixed ($400k base; guarantee/auto allowances totaling $42k), with discretionary bonus set at up to 100% of salary but unpaid in FY2024–FY2025; Compensation Committee uses qualitative metrics (market cap, budget vs actual, customer success, capital raising) rather than TSR or net income, which may weaken direct financial performance alignment amid negative TSR and ongoing losses .
- Conversion-driven supply overhang: If Proposals 3/4 pass, automatic conversion 3 business days post-meeting unlocks Kerby’s 331,124 Series L shares to common, adding potential selling pressure alongside aggregate 2.98M shares of preferred and 2.13M warrants at varied exercise prices .
- Preferred dividend structure: Series L’s 12% cumulative dividend (stock or cash) is uncommon for insider conversions and could create fixed-return dynamics that dilute common equity and complicate alignment if paid in stock below market, especially in distressed equity contexts .
- Governance and independence: CEO-director dual role and non-independence status are mitigated by separated Chairman and independent committee chairs; late Section 16 filings were corrected but highlight process rigor considerations .
- Retention risk: Month-to-month employment with 30-day termination and 12-month severance/benefits; guarantee fee escalation if personal guarantees persist post-termination incentivizes the Company to assume obligations, reducing friction but indicating reliance on CEO’s personal credit relationships .
Appendix: Pay vs Performance and TSR Context
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| PEO Total Compensation ($) | $417,500 | $442,000 | $442,000 |
| Value of $100 Investment (TSR) | $26.10 | $6.56 | $8.73 |
| Net Loss ($) | $(5,033,496) | $(7,339,276) | $(10,198,684) |
Note: Compensation Committee does not use TSR or net income in its programs; relies on market cap, performance vs budget/forecasts, customer success, and capital raising .