Rodney Barreto
About Rodney Barreto
Rodney Barreto (age 67) has served on NextPlat’s Board since January 20, 2022 and was appointed permanent Chairman of the Board on September 3, 2025 following his interim service after the passing of the prior Executive Chairman and CEO in May 2025 . He is President/CEO of the Barreto Group (founded 1988) and Barreto Hospitality (founded 2020), partner at Capital City Consulting Miami, LLC, and CEO of Barreto Capital, LLC since November 2018; he has chaired major event committees (Miami Super Bowl Host Committee: 2007, 2010, 2020; FIFA Miami World Cup Host Committee 2026) and serves as Chairman of the Florida Fish and Wildlife Conservation Commission .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barreto Group | President & CEO | Founded 1988; current | Corporate/public affairs, real estate investment & development |
| Barreto Hospitality | President & CEO | Founded 2020; current | Food, beverage, hospitality venues across South Florida |
| Capital City Consulting Miami, LLC | Partner | Current | Public/governmental affairs strategy for business results |
| Barreto Capital, LLC | Chief Executive Officer | Since Nov 2018; current | Private money lending |
| Miami Super Bowl Host Committee | Chairman | 2007, 2010, 2020 | Chaired three events (record) |
| FIFA Miami World Cup Host Committee 2026 | Chair | 2026 event leadership | Major events leadership signal |
| Florida Fish & Wildlife Conservation Commission | Chairman | Appointed by Governors Bush, Crist, DeSantis | Regulatory/public sector leadership |
External Roles
- No other public-company directorships disclosed .
- Civic/regulatory and major event leadership roles as above (Super Bowl, FIFA 2026, FWC) .
Board Governance
- Independence: Board determined Barreto independent under Nasdaq Rules; members of Audit, Compensation, and Nominating Committees must be independent; Barreto meets SEC/Nasdaq audit committee independence and financial literacy criteria .
- Committee assignments: Audit (Chair, financial expert), Nominating (member); not a Compensation Committee member .
- Audit Committee financial expert: Board determined Barreto an “audit committee financial expert” per SEC rules .
- Meetings and attendance: Board had 2 meetings in 2024; Audit Committee had 4 meetings; each incumbent director attended at least 100% of Board and committee meetings for which they were a member; all directors attended the prior annual meeting .
- Board leadership: Barreto appointed permanent Chairman on Sept 3, 2025; Lead Independent Director is Hector Delgado (responsibilities listed) .
Fixed Compensation
| Year | Director Retainer (Cash) | Equity Grants | Committee/Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | $48,000 (Barreto) | Other non-employee directors received stock awards equivalent to $25,000 vesting over one year; Barreto took cash instead | None disclosed | Director awards under A&R 2020 Plan subject to $100,000 annual value cap including cash fees (excludes CEO/President if serving on Board) |
- Non-employee director compensation table shows Barreto $48,000 cash; peers Louis Cusimano and Hector Delgado $36,000 cash; Douglas Ellenoff had $701,000 stock awards reflecting his employment agreement structure (expired Aug 2024) .
Performance Compensation
- No performance-linked director compensation (no meeting fees, no committee chair fees, no equity performance units for directors disclosed) .
- Company has executive clawback policy applicable to current/former executive officers (not directors), aligned with Exchange Act Rule 10D-1 and NASDAQ Listing Standards .
Other Directorships & Interlocks
| Entity | Capacity | Notes |
|---|---|---|
| Next Borough Capital Fund/Management LLC | Member via Barreto revocable trust; Company loaned $250,000 (7% interest) on Jul 7, 2023; extended to Nov 8, 2024; repaid net ~$206,000 after ~$63,000 allowance; other members include NextPlat, Charles M. Fernandez, Robert D. Keyser Jr., eAperion Partners, LLC | |
| RLB Market Investments, LLC | Owner/manager; holds NXPL common stock and warrants indirectly for Barreto |
RED FLAG: Related-party transaction involving an entity where Barreto’s revocable trust is a member; though overseen by the Audit Committee per policy, investor caution warranted regarding governance optics and credit risk (loan impairment recognized) .
Expertise & Qualifications
- Significant leadership and entrepreneurial experience across corporate/public affairs, hospitality, finance—supports Audit Chair designation and governance oversight capacity .
- Recognized as audit committee financial expert by the Board .
Equity Ownership
| Holder | Components | Shares/Units | % of Class |
|---|---|---|---|
| Rodney Barreto | Direct/indirect common stock (incl. RLB Market Investments, LLC) | 2,239,608 | — |
| Rodney Barreto | Options (currently exercisable) | 186,945 | — |
| Rodney Barreto | Warrants (currently exercisable) | 1,085,714 | — |
| Rodney Barreto | Total beneficial ownership (SEC definition) | 3,512,267 | 12.9% |
- Outstanding shares used for % calculation: 25,963,051 as of April 28, 2025 .
- No pledging/hedging disclosures identified for Barreto; Insider Trading Policy prohibits trading on MNPI and includes pre-clearance for certain personnel .
Governance Assessment
- Board effectiveness: Barreto’s elevation to Chairman signals consolidation of board leadership; he remains independent, Audit Committee Chair, and designated financial expert—positive for oversight rigor . Attendance metrics (100%) and active Audit Committee (4 meetings in 2024) support engagement .
- Alignment: High beneficial ownership (12.9%) aligns director incentives with shareholders; holdings include currently exercisable options and warrants, indicating meaningful exposure to equity upside/downside .
- Compensation structure: Cash retainer ($48,000) versus peer equity retainer ($25,000) suggests lower equity-linked pay for Barreto in 2024; however, ownership already substantial—net alignment remains strong .
- Related-party risk: Participation (via revocable trust) in Next Borough Capital entity that borrowed from the Company and repaid below par (allowance recognized) introduces conflict optics; Audit Committee has explicit oversight responsibility for such transactions, partially mitigating but still a watch item for investors .
- Shareholder signals: Say-on-pay passed (2024) with 11,877,579 For, 57,326 Against, 50,673 Abstentions—indicates general shareholder support for compensation program amid governance changes and the Progressive Care combination .
Board Governance Details
| Committee | Members | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Rodney Barreto; Louis Cusimano; Hector Delgado | Rodney Barreto | 4 |
| Nominating | Louis Cusimano; Rodney Barreto; Elizabeth Alcaine | Louis Cusimano | 0 (acted by written consent once) |
| Compensation | Hector Delgado; Louis Cusimano; Anthony Armas | Hector Delgado | 0 (acted by written consent once) |
- Lead Independent Director: Hector Delgado—responsibilities include executive sessions, liaison roles, agenda/information approval, conflict advisory .
- Board meetings: 2 in 2024; all incumbents attended ≥100% .
- Annual meeting attendance: all directors attended prior annual meeting .
Say-on-Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Abstentions |
|---|---|---|---|
| 2024 Advisory Vote on NEO Compensation | 11,877,579 | 57,326 | 50,673 |
- All 2024 Annual Meeting proposals (including election of eight directors and auditor ratification) approved; quorum ~79.47% of outstanding shares .
Related Party Transactions & Policies
- Audit Committee policy: Reviews/approves transactions exceeding lesser of $120,000 or 1% of average total assets with a “related person” (directors, officers, 5% holders, immediate family) .
- Disclosed relationships: Loan to Next Borough Capital Management, LLC ($250,000 at 7%) with membership including NextPlat, eAperion Partners LLC, Charles M. Fernandez, Robert D. Keyser Jr., and Barreto’s revocable trust; repaid net ~$206,000 after allowance .
RED FLAGS
- Related-party transaction involving Barreto’s trust—requires continued monitoring for governance optics and recurrences .
- Absence of disclosed director stock ownership guidelines; director compensation caps exist under A&R 2020 Plan, but no guideline compliance framework disclosed .
Director Compensation
| Director | Cash Fees ($) | 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 |
| Anthony Armas | — | — | — |
| Elizabeth Alcaine | — | — | — |
- Package design: 2024 non-employee directors (other than Barreto) received $25,000 stock awards vesting over one year; Barreto received cash retainer instead .
Equity Ownership Alignment (Expanded)
| As of Apr 28, 2025 | Shares | Options (Exercisable) | Warrants (Exercisable) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| Rodney Barreto | 2,239,608 | 186,945 | 1,085,714 | 3,512,267 | 12.9% |
- Outstanding shares basis: 25,963,051 .
- Indirect holdings via RLB Market Investments, LLC included .
Notes on Engagement and Risk Oversight
- Cybersecurity oversight: Audit Committee liaises with management on incident response, threat identification, and risk prioritization; CCO and CFO lead strategy with third-party consultants—Barreto as Audit Chair is central in this oversight .
- Auditor oversight: Audit Committee’s report confirms review, independence discussion, and inclusion of audited financials in 10-K; RBSM LLP fees disclosed for 2024/2023 .
Conclusion
- Positives: Strong engagement and independence, substantial ownership alignment, Audit Chair and financial expert credentials, shareholder support on key votes .
- Watch items: Related-party transaction involving Barreto’s trust and the Company (loan impairment), and the shift to Chairman role—monitor for any changes in independence dynamics or compensation structure going forward .