Douglas Ellenoff

About Douglas Ellenoff

Douglas Ellenoff (age 65) serves as Vice Chairman and Director at NextPlat Corp; he previously held the role of Chief Business Development Strategist beginning August 24, 2021, under an employment agreement that expired and was not renewed on August 24, 2024 . He is a corporate and securities attorney, a founding partner of Ellenoff Grossman & Schole LLP (EGS) since 1992, and Managing Member at ESQVest LLP since 2014 .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Ellenoff is not independent under Nasdaq rules (along with the CEO and David Phipps) .
• Committee assignments: Not appointed to Audit, Compensation, or Nominating Committees .
• Attendance and engagement: Board held 2 meetings in 2024 and acted by written consent four times; each incumbent director attended at least 100% of Board and applicable committee meetings .
• Board composition: As of April 28, 2025, 8 directors, 6 independent .
• Role context: Appointed on recommendation of the Nominating Committee .

Fixed Compensation

Performance Compensation

Performance metrics table (as disclosed):

Change-in-control and termination provisions:

• Inducement/plan mechanics allow administrator discretion to accelerate vesting in change-in-control contexts under the 2021 Plan and A&R 2020 Plan .
• Ellenoff’s employment agreement: upon certain termination of employment (as defined), any RSAs/options not vested would immediately vest, and any RSAs/options not yet issued would be promptly issued; otherwise, unvested awards terminate upon death/Disability/expiration/voluntary resignation/for cause .

Other Directorships & Interlocks

Expertise & Qualifications

• Corporate/securities law, capital markets, M&A, corporate financings; extensive SPAC experience and alternative finance programs .
• Founder of EGS and Managing Member at ESQVest LLP .

Equity Ownership

Insider awards and filings:

• Initial Form 3 amended confirms 100,000 RSAs and staged option grants/vesting at $5.35, with corrected expiration set at Aug 24, 2026 .
• S-8 reoffer prospectus includes inducement options of 1,500,000 at $5.35 for Ellenoff (Agreement effective 9/9/2021; expiry 8/24/2026) .

Governance Assessment

• Independence and interlocks: Not independent under Nasdaq rules; continues to serve as Vice Chairman, with a parallel role as law firm partner (potential perceived conflicts depending on any legal services provided to NXPL, none disclosed) .
• Committee effectiveness: No committee membership (Audit/Comp/Nom) reduces direct oversight influence despite senior board title .
• Compensation structure alignment:
  • Equity-heavy incentives with service and activity-based vesting (12-transaction target) tie pay to business development throughput rather than financial/TSR outcomes .
  • 2024 non-employee director stock compensation of $701,000 stands out versus standard $25,000 director stock awards and the A&R 2020 Plan’s $100,000 total annual cap for director awards plus cash (cap expressly excludes Phipps and CEO, but not Vice Chairman), suggesting awards were made outside standard plans (inducement) or reflect non-board service compensation; this is a potential governance red flag until fully clarified .
• Attendance: 100% attendance supports engagement .
• Ownership alignment: 3.3% beneficial ownership with substantial vested options (750,000) provides skin in the game but also short-dated option expiries (5 years after vest) can incentivize near-term stock price moves .

RED FLAGS

• Non-independence while holding a senior board role .
• Material director stock compensation ($701,000) in 2024 relative to standard program ($25,000) and plan cap ($100,000) indicates atypical treatment; reliance on inducement grants outside shareholder-approved plans elevates governance risk .
• Inducement grants issued outside shareholder plan frameworks (Nasdaq exception) reduce shareholder oversight over award sizing/terms .
• Performance metric for options tied to deal-sourcing volume (12 transactions) rather than measurable financial value (e.g., EBITDA/TSR) can misalign with long-term performance .

Related Party and Insider Transactions

• January 2022 offering: Ellenoff participated indirectly through his spouse, purchasing 46,297 shares for $150,002; he had power to vote/dispose of those shares .
• No disclosed loans or payments to entities controlled by Ellenoff beyond equity inducements; audit committee oversees related-party transactions policy .

Director Compensation Detail (FY2024)

Program note: Standard 2024 non-employee director package was $25,000 in stock vesting over one year; Barreto received cash retainer instead .

Governance Quality Signals

• Positive: Full meeting attendance; meaningful ownership stake; deep capital markets/governance expertise .
• Negative: Non-independence; off-plan, high-value equity awards; activity-based vesting metrics; lack of committee roles; inducement awards outside shareholder-approved plans .

Equity Award Mechanics and Plans (Context)

• A&R 2020 Equity Incentive Plan: Director award + cash cap at $100,000 per calendar year (excludes Phipps and CEO); shares available 800,000; administered by Compensation Committee .
• 2021 Incentive Award Plan: Broad administrator discretion on vesting/acceleration, performance awards allowed; rolling share limit tied to outstanding shares .

Summary Implications for Investors

• Compensation governance warrants scrutiny: The magnitude and nature of Ellenoff’s 2024 stock award and reliance on inducement grants suggest exceptions to standard board pay practices; absent clear performance linkage to financial outcomes, investor confidence may be affected .
• Alignment exists via ownership, but option structures expiring five years post-vesting could bias toward shorter-term value realization; continued non-independence and no committee roles limit oversight influence .