Hector Delgado
About Hector Delgado
Hector Delgado (age 56) is an independent director of NextPlat Corp serving since May 27, 2015. A retired U.S. Navy SEAL (Lt. Commander) and former Homeland Security Investigations Special Agent, he is the Board’s Lead Independent Director and Chair of the Compensation Committee; he also serves on the Audit Committee. His background centers on security, risk management, training, and entrepreneurship (co‑founder of ASR Alert Systems).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy SEALs (Teams 2, 3, 4, 18; SOCOM Central/South) | Lieutenant Commander; multiple deployments | 29+ years active/reserve | Combat tour Ramadi (2006); Navy Commendation Medal with Combat “V”; training, budgets, logistics oversight |
| U.S. Dept. of Homeland Security, Homeland Security Investigations (Palm Beach County, FL) | Special Agent; member of Joint Terrorism Task Force (Miami) | Not disclosed | Active shooter response expert; nationwide training seminars |
| ASR Alert Systems | Co‑founder and entrepreneur; patent holder | Not disclosed | Developed law enforcement/911/hospital alert tech for active shooter events |
External Roles
| Organization | Role | Dates | Notes/Impact |
|---|---|---|---|
| National Navy SEAL Museum (non‑profit) | Director | Not disclosed | Board member contributing to museum growth/development |
| U.S. Naval Academy selection board (on behalf of Sen. Marco Rubio) | Member | Not disclosed | Mentoring and candidate selection |
Board Governance
- Independence: The Board determined Delgado is independent under Nasdaq rules (six of eight directors are independent).
- Lead Independent Director: Responsibilities include leading executive sessions; liaison between Chair/CEO and independents; approving Board information and agendas; advising on conflicts.
- Committee assignments:
- Audit Committee (member; independent; financial literacy; committee chaired by Rodney Barreto).
- Compensation Committee (Chair; members: Delgado, Louis Cusimano, Anthony Armas; all independent).
- Nominating Committee (not a member).
- Attendance and engagement:
- Each incumbent director attended 100% of Board/committee meetings held while in office during 2024; all directors attended the prior annual meeting.
| 2024 Meeting Activity | Count | Notes |
|---|---|---|
| Board of Directors | 2 | Plus four actions by unanimous written consent |
| Audit Committee | 4 | Standard oversight; auditor independence affirmed |
| Compensation Committee | 0 | Acted once by written consent |
| Nominating Committee | 0 | Acted once by written consent |
Observation: The Compensation and Nominating Committees did not convene formal meetings in 2024 (acted by consent once), which may constrain robust deliberation on pay/governance topics despite full attendance metrics.
Fixed Compensation (Director)
| Year | Fees Earned (Cash) | Stock Awards | Option Awards | Total |
|---|---|---|---|---|
| 2024 | $36,000 | $0 | $0 | $36,000 |
- Director compensation structure: For 2024, non‑employee directors (other than Mr. Barreto) had a package consisting of an equity award equivalent to $25,000 vesting over one year; Barreto received a $48,000 cash retainer. The A&R 2020 Plan caps total annual director compensation value (cash + equity) at $100,000 per director (excludes CEO/President if serving on Board).
Performance Compensation (Director)
| Component | Metrics | Scale/Targets | Status |
|---|---|---|---|
| Performance-based director pay | None disclosed | — | Not applicable to non‑employee directors |
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond NXPL.
- Special Committee service (interlock/conflict oversight): Delgado served on NextPlat’s Special Committee (with Maria Cristina Fernandez and Louis Cusimano) that negotiated and approved the Progressive Care merger to mitigate conflicts arising from overlapping executives/directors across Parent and target.
Expertise & Qualifications
- Security and risk management leadership; government liaison experience; training and compliance expertise; entrepreneurship and patent holder; broad operational oversight (budgets, logistics, large‑scale training). These qualifications align with risk oversight, human capital/safety, and compensation governance responsibilities.
Equity Ownership
| Holder | Total Beneficial Shares | % of Class | Direct Common | Options Exercisable | Notes |
|---|---|---|---|---|---|
| Hector Delgado | 54,710 | <1% | 24,599 | 30,111 | Percent based on 25,963,051 shares outstanding (Apr 28, 2025) |
Insider Trades and Filings
| Date | Form | Transaction | Security/Amount | Exercise/Strike | Expiration | Post‑Txn Derivatives | Ownership Type |
|---|---|---|---|---|---|---|---|
| 04/25/2023 | Form 5 (FY 2023) | Option grant (Code “A”) | Stock Option for 20,000 shares | $0.00 | 04/25/2028 | 20,000 | Direct |
- Section 16(a) compliance: The company reports all Forms 3/4/5 for 2024 were timely filed.
Compensation Committee Analysis (Structure)
- Composition: All independent directors; chaired by Delgado.
- Mandate: Recommends CEO and executive officer compensation; administers equity plans; reviews director compensation and new executive programs.
- Process: CEO provides recommendations for other executives but is excluded from deliberations on his own pay.
- Activity: No formal meetings in 2024; acted by written consent once.
Related-Party Transactions (Conflict Review)
- Audit Committee oversight of related-party transactions.
- Disclosures involve employees related to Mr. Phipps and Mr. Fernandez and a loan to an entity where certain insiders (not Delgado) were members; no related-party transactions involving Delgado were disclosed.
- Special Committee structure utilized for Progressive Care merger to mitigate conflicts due to overlapping roles; Delgado served on this committee.
Governance Assessment
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Strengths:
- Independent status with elevated role as Lead Independent Director; formal responsibilities enhancing independent oversight and agenda control.
- Service on Audit and chairing Compensation Committee align with risk and pay governance expertise; Audit Committee confirms auditor independence and reporting oversight.
- Full attendance and participation; directors attended the annual meeting.
- No Delgado‑related party transactions disclosed; Section 16 compliance affirmed.
- Special Committee service on a conflicted transaction signals appropriate use of independent oversight.
-
Watch items / RED FLAGS:
- Compensation Committee held no formal meetings in 2024 (acted by consent once), which may limit depth of deliberations on pay design, benchmarking, and risk oversight; Nominating Committee similarly did not hold meetings.
- Board met twice in 2024; while written consents occurred, limited formal sessions can constrain discussion on strategy and risk in a transformative year.
-
Alignment and incentives:
- Director-level pay appears modest (Delgado $36,000 in 2024), with plan‑level cap at $100,000 for directors and general equity usage; however, actual 2024 table shows cash fees for Delgado and no stock award, despite a stated standard equity retainer for non‑employee directors—warrants continued monitoring of policy-to-practice alignment.
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Policies:
- Company maintains a Dodd‑Frank–compliant clawback policy (exec officers) and an insider trading policy (pre‑clearance; MNPI prohibitions).
Overall, Delgado’s independent leadership, committee roles, and conflict‑sensitive Special Committee service support investor confidence; the primary governance risk is process rigor (lack of formal Compensation/Nominating meetings) rather than individual conflicts or attendance issues.