David Phipps
About David Phipps
David Phipps (age 59) is Chief Executive Officer of NextPlat Corp (appointed September 3, 2025), a Director since 2015, and previously served as Chairman (2015–2021), CEO (2015–2021), and since June 2, 2021 as President and CEO of Global Operations; he has led global e-commerce and satellite communications operations and guided the company’s transformation to its Nasdaq listing in 2021 . His background spans 20+ years in communications and 35 years in investment management, finance and operating roles . Stockholder support for executive pay was positive in 2024, and board independence has been reinforced post-2025 with a separate Chairman and CEO structure .
Company performance context during his senior leadership tenure:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($) | 37,756,000 | 65,483,000 |
| Net Loss ($) | (12,400,000) | (23,100,000) |
Pay versus performance indicators disclosed in the 2025 Proxy:
| Metric | 2023 | 2024 |
|---|---|---|
| TSR – value of $100 initial investment ($) | 38.32 | 15.92 |
| Net Income (Loss) ($) | (12,400,000) | (23,100,000) |
Recent quarterly trajectory:
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenue ($) | 15,634,000* | 14,525,000 | 13,240,000 | 13,752,000 |
| EBITDA ($) | (2,788,000)* | (1,293,000)* | (1,650,000)* | (1,834,000)* |
| Net Income ($) | (3,017,000)* | (1,343,000)* | (1,789,000)* | (2,185,000)* |
Values marked with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NextPlat Corp | Chief Executive Officer | 2025–present | Appointed CEO to lead refocusing, cost reductions, and growth initiatives; separate Chairman role established . |
| NextPlat Corp | President & CEO of Global Operations | 2021–2025 | Oversaw global e-commerce/communications operations . |
| NextPlat Corp | Chief Executive Officer | 2015–2021 | Led transformation culminating in Nasdaq listing in 2021 . |
| NextPlat Corp | Chairman of the Board | 2015–2021 | Board leadership during strategic transformation . |
| Global Telesat Communications Ltd (subsidiary) | Managing Director | 2008–present | Built satellite communications distribution and services footprint . |
External Roles
No other public-company directorships or external board roles are disclosed for Mr. Phipps in the company’s 2025 Proxy or 2024 Form 10-K .
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | All Other ($) | Details |
|---|---|---|---|---|
| 2024 | 350,000 | 36,000 (monthly $3,000 plan) | 16,000 | All other includes $12,000 auto allowance and $4,000 health coverage . |
| 2023 | 350,000 | 36,000 (monthly $3,000 plan) | 16,000 | Same components as 2024 . |
Compensation mechanics
- Monthly Bonus: Board-approved plan paying $3,000 per month, renewable quarterly until terminated .
- Employment Agreement (Aug 11, 2024): Base salary $350,000; auto allowance $1,000/month; monthly $3,000 bonus; annual cash bonus opportunity tied to Compensation Committee criteria .
Performance Compensation
| Incentive | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus | Corporate goals set by Compensation Committee (specific metrics not disclosed) | Not disclosed | Not disclosed | 2024: Paid via monthly $3,000 plan ($36,000 total) | Cash (no vesting) |
| Equity awards (2024) | — | — | — | No equity awards granted to Phipps in 2024 or 2023 per SCT | — |
Outstanding equity position (as of 12/31/2024):
- Options: 300,000 at $1.25 expiring 12/30/2030; plus legacy options 889 and 444 at $112.50 expiring 12/15/2026 and 5/25/2027 (all shown as exercisable) .
- No RSUs/PSUs outstanding for Phipps disclosed .
Pay-versus-performance policy note: Company states it does not use TSR or net loss directly in its pay program; executives are eligible for performance-based cash bonuses towards defined annual goals; equity used for alignment/value creation but not TSR-linked .
Equity Ownership & Alignment
| Component | Amount | Notes |
|---|---|---|
| Shares owned (direct) | 421,788 | As of April 28, 2025. |
| Options (exercisable) | 301,333 | Exercisable within 60 days of record date . |
| Warrants (exercisable) | 28,500 | Exercisable within 60 days . |
| Total beneficial ownership | 751,621 | Includes shares, options, warrants. |
| % of shares outstanding | 2.9% | Based on 25,963,051 shares outstanding . |
| Pledging/Hedging | Not disclosed | Insider Trading Policy prohibits trading with MNPI; no hedging/pledging details disclosed . |
| Ownership guidelines | Not disclosed | No executive ownership guideline disclosure found –. |
Outstanding equity awards detail:
| Type | Quantity | Strike ($) | Expiration |
|---|---|---|---|
| Stock options (exercisable) | 300,000 | 1.25 | 12/30/2030 |
| Stock options (exercisable) | 889 | 112.50 | 12/15/2026 |
| Stock options (exercisable) | 444 | 112.50 | 5/25/2027 |
Insider selling pressure
- We attempted to review recent Forms 3/4/5 for Mr. Phipps but retrieval failed due to a document database inconsistency; as such, we cannot confirm recent insider sales or purchases from those forms at this time (attempted docs: 10, 14, 74, 75, 77, 94–99) .
Employment Terms
| Term | Details |
|---|---|
| Agreement | New 3-year employment agreement effective August 11, 2024; auto-renews for 1-year terms . |
| Base / Allowances | $350,000 base; $1,000/month auto allowance; monthly $3,000 bonus (renewable quarterly); annual cash bonus opportunity subject to Compensation Committee criteria . |
| Severance (Good Reason / Company non-renewal without Cause) | 6 months base salary; 12 months benefits; pro-rated earned bonus; immediate vesting of any options or restricted stock . |
| Death/Disability | 12 months of benefits; pro-rated earned bonus . |
| Cause / Voluntary (no Good Reason) | One month of benefits continuation plus COBRA conversion rights . |
| Change-in-control acceleration | 2018 Plan: single-trigger acceleration immediately prior to Change in Control unless awards are assumed/substituted; 2021 Plan: administrator discretion to accelerate/assume/substitute/cash-out; Fernandez’s RSA has single-trigger acceleration, Phipps equity follows plan terms . |
| Clawback | Policy adopted per SEC/Nasdaq (Rule 10D-1) to recoup incentive-based compensation upon accounting restatements . |
| Covenants | Includes non-competition and non-solicitation covenants; standard indemnification . |
Board Governance
- Roles: Phipps is a Director (since 2015) and, as of Sept. 3, 2025, Chief Executive Officer; Rodney Barreto is Chairman (appointed permanent Sept. 3, 2025) .
- Committee memberships: Audit (Barreto, Cusimano, Delgado; Barreto Chair); Nominating (Cusimano, Barreto, Alcaine; Cusimano Chair); Compensation (Delgado, Cusimano, Armas; Delgado Chair). Mr. Phipps is not listed on these committees .
- Independence: Board has six independent directors; Phipps, Ellenoff, and Fernandez (then-CEO) were not independent per Nasdaq rules .
- Attendance: Each incumbent director attended at least 100% of Board and committee meetings in 2024 .
- Leadership structure: Prior combined Executive Chairman/CEO (Fernandez) with a Lead Independent Director (Delgado) ; post-2025 the roles are separated (Chairman Barreto; CEO Phipps) .
Director Compensation (context)
Non-employee director compensation for 2024:
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Rodney Barreto | 48,000 | — | 48,000 |
| Louis Cusimano | 36,000 | — | 36,000 |
| Hector Delgado | 36,000 | — | 36,000 |
| Douglas Ellenoff | — | 701,000 | 701,000 |
Notes: Standard non-employee package was $25,000 in stock vesting over one year; Barreto received cash retainer instead .
Say-on-Pay & Shareholder Feedback
2024 Annual Meeting results (held Sept. 13, 2024):
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Advisory vote on executive compensation | 11,877,579 | 57,326 | 50,673 |
All proposals, including the business combination with Progressive Care and director slate, were approved .
Related Party Transactions (red flags)
- Company employed two individuals related to Mr. Phipps who earned approximately $130,000 (2024) and $78,000 (2023) in gross wages .
Performance & Track Record
- Company-level: Revenues increased from $37.8M (2023) to $65.5M (2024) as reported; however, net losses widened over the same period .
- TSR and Net Loss trends (proxy) indicate significant stock underperformance in 2024 coupled with higher losses, a context for evaluating future pay-for-performance alignment .
Investment Implications
- Alignment: Phipps’ ownership (~2.9%) and fully exercisable options tie him to equity outcomes; absence of PSUs/explicit TSR metrics suggests equity alignment relies on share price appreciation without explicit relative performance gates .
- Incentive structure: The ongoing $3,000/month bonus (renewable quarterly) adds a quasi-fixed component; specific performance metrics/weightings for annual bonus were not disclosed, limiting transparency into pay-for-performance rigor .
- Retention and change-in-control: Severance includes six months’ salary, 12 months’ benefits, and full vesting on certain terminations; plan-level provisions can accelerate equity at change-in-control—potentially creating sale incentives but also overhang concerns if not performance-conditioned .
- Governance: Separation of Chairman and CEO roles post-2025 mitigates prior dual-role independence concerns; Phipps is not on key committees, supporting independent oversight .
- Risks/red flags: Related-party employment ties, lack of disclosed performance metrics, and potential single-trigger acceleration under older plan language warrant monitoring; positive counterbalance includes an adopted clawback policy and majority-independent board .
S&P Global disclaimer: Quarterly and certain EBITDA/Net Income values marked with * were retrieved from S&P Global.