Louis Cusimano
About Louis Cusimano
Independent director of NextPlat Corp; age 78; on the Board since May 28, 2021. Former FAA senior executive (Deputy Director, Flight Standards Service; Acting Director; Division Manager roles) and retired USAF Reserve Colonel (Wing Commander, 459th Airlift Wing). Holds a B.A. in Experimental Psychology from Hofstra (1969), completed National Security Management School (1987), and is an ISO‑9000:2000 Auditor; also holds ATP pilot, flight engineer, flight instructor, and A&P Mechanic with Inspector Authorization credentials. The Board classifies him as independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Scope & Impact |
|---|---|---|---|
| Federal Aviation Administration (FAA) | Deputy Director, Flight Standards Service; Acting Director; Division Manager (Air Transportation; Certification & Surveillance) | Through retirement in May 2003 | Liaison with Congress, aviation industry, air carriers, military, other agencies, and foreign authorities; oversight of flight operations and airworthiness standards. |
| U.S. Air Force Reserve | Wing Commander, 459th Airlift Wing; pilot; retired as full Colonel | ~30-year parallel career; retired June 1, 2000 | Commanded 1,400+ reservists and nine C‑141B/C aircraft on global airlift missions (AMC); highly decorated. |
External Roles
No other public company directorships are disclosed in the proxy biography.
Board Governance
- Independence: Board determined Mr. Cusimano to be independent under Nasdaq rules.
- Committee assignments and roles:
- Audit Committee – Member; committee met 4 times in 2024.
- Nominating Committee – Chair; committee held 0 meetings in 2024 and acted once by written consent.
- Compensation Committee – Member; committee held 0 meetings in 2024 and acted once by written consent.
- Attendance and engagement: Each incumbent director attended at least 100% of Board and committee meetings for which they were a member; the Board held 2 meetings in 2024 and acted by written consent four times. All directors attended the prior annual meeting.
- Board leadership: Company has combined CEO/Executive Chairman; Hector Delgado serves as Lead Independent Director, overseeing executive sessions and acting as liaison for independent directors.
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Cash fees | $36,000 |
| Equity grant (annual) | $0 |
| Committee chair/member fees | Not separately disclosed |
| Meeting fees | Not disclosed |
- Company disclosure states that 2024 director packages for non‑employee directors other than Mr. Barreto consisted of stock awards equivalent to $25,000 vesting over one year; however, the compensation table shows Mr. Cusimano received $36,000 in cash and no equity for 2024.
- Director award value cap: Under the A&R 2020 Plan, total annual director compensation (cash plus equity) for non‑executive directors is capped at $100,000 in total value.
Performance Compensation
| Incentive Type | Metrics/Structure | FY2024 Outcome |
|---|---|---|
| Performance‑based cash or equity for non‑employee directors | Not disclosed | None disclosed for Mr. Cusimano |
Other Directorships & Interlocks
| Company/Organization | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | Proxy biography does not list other current public company boards or interlocks. |
Expertise & Qualifications
- Aviation safety and regulatory oversight (FAA Flight Standards leadership) and government/industry liaison experience.
- Senior military leadership and large‑scale operations (Wing Commander; global airlift missions).
- Technical credentials: ATP pilot, flight engineer, flight instructor (fixed wing/rotorcraft/instrument), A&P Mechanic with IA; ISO‑9000:2000 Auditor.
- Security clearances: Held top secret at FAA and USAF.
Equity Ownership
| Measure | Detail |
|---|---|
| Common shares owned | 35,433 shares |
| Options exercisable | 20,000 shares (currently exercisable) |
| Total beneficial ownership | 55,433 shares |
| Percent of class | <1% (asterisk in proxy indicates less than 1%) |
Governance Assessment
- Positive indicators:
- Independent director with deep regulatory and operational expertise; Chair of Nominating and member of Audit and Compensation committees.
- 100% attendance for incumbent directors; engaged across Board/committee actions.
- No related‑party transactions involving Mr. Cusimano disclosed; RPTs disclosed involve other executives/directors.
- Watch items for Board effectiveness:
- Nominating and Compensation Committees (the latter includes Mr. Cusimano) held no formal meetings in 2024, acting once each by written consent; limited committee meeting frequency can be scrutinized by investors.
- Board met twice in 2024; cadence may be viewed in context of company complexity and events.
- Ownership alignment:
- Beneficial ownership is below 1%; 20,000 options are currently exercisable; no equity grant recorded for 2024, which may limit incremental alignment versus cash‑only pay.
REDFLAGS
- None specific to Mr. Cusimano disclosed: no attendance issues, no related‑party transactions, no pledging/hedging disclosures involving him. Committee meeting frequency (Nominating/Compensation) was low in 2024, which some governance analysts may flag for engagement/oversight rigor.