Nicholas Liuzza Jr.
Red Cat HoldingsAbout Nicholas Liuzza Jr.
Nicholas Liuzza Jr., age 59, has served as a director of Red Cat Holdings since June 1, 2019. He is Co‑Founder and Chief Executive Officer of Beeline Loans (Nasdaq: BLNE), and previously founded Linear Title & Closing (2005) and Nexgen Mortgage Services, which merged with Real Matters and listed on the TSX in 2018; he later served as Executive Vice President of Real Matters until 2020. His background is in software entrepreneurship, sales, and software development, with earlier roles at AMICUS Legal Staffing and Xerox Corporation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Real Matters, Inc. (TSX) | Executive Vice President | Through 2020 | Led post‑merger operations after Linear Title & Closing and Nexgen Mortgage Services combined with Real Matters and went public in 2018 |
| Linear Title & Closing, Ltd. | Founder | From 2005 | Built one of the largest private national title agencies; later merged into Real Matters |
| Nexgen Mortgage Services | Founder | From 2012 | Merged into Real Matters prior to TSX listing in 2018 |
| New Age Nurses | Founder | Pre‑2003 | Grew into national provider; reverse merger listing on OTC via acquisition by Crdentia in 2003 |
| AMICUS Legal Staffing | Executive Vice President | Prior to 1988–2003 period | National staffing services provider specializing in real estate transactions |
| Xerox Corporation | Early career | Starting in 1988 | Sales/operations foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Beeline Loans (Nasdaq: BLNE) | Co‑Founder & Chief Executive Officer | Since 2019 | Digital home lending and title platform; current operating role (public company management interlock) |
Board Governance
- Independence: The Board determined Liuzza is independent under Nasdaq rules, including independence for Audit and Compensation Committees.
- Committee assignments and chair roles (current/recent):
- Audit Committee member; Audit Committee chaired by Christopher Moe. The committee met once and acted by written consent twice during the Transition Period ended December 31, 2024.
- Compensation Committee Chair (members: Liuzza, Funk, Moe). Held one meeting and seven written consents in the Transition Year ended 2024.
- Nominating & Governance Committee: members are Funk (Chair), Freedman, Moe.
- Attendance: In fiscal 2024, each director attended at least 75% of Board and applicable committee meetings; Board held one meeting and took action by consent six times. Audit Committee held four meetings and one consent in 2024; Compensation Committee held one meeting and four consents in 2024. Four directors attended the 2023 annual meeting; four attended the 2024 annual meeting (attendance encouraged but not required).
Fixed Compensation
| Metric (USD) | FY 2024 (ended Apr 30, 2024) | Transition Year Ended 2024 (8 months to Dec 31, 2024) |
|---|---|---|
| Fees Earned or Paid in Cash | $50,417 | $40,000 |
| Stock Awards (fair value) | $72,042 | $178,500 |
| Option Awards | — | — |
| Non‑Equity Incentive Compensation | — | — |
| All Other Compensation | — | $19,474 (taxes paid by Company including tax gross‑ups) |
| Total | $122,459 | $237,974 |
Director Compensation Plan (structure and chair fees):
- Effective May 2023: Annual $105,000 ($45,000 cash + $60,000 equity), plus chair fees: Audit $20,000; Compensation $10,000; Nominating & Governance $10,000; Lead Director $25,000.
- Effective May 2024: Annual $125,000 ($50,000 cash + $75,000 equity), same chair fees: Audit $20,000; Compensation $10,000; Nominating & Governance $10,000; Lead Director $25,000.
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Fair Value | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (Director grant) | May 6, 2024 | 150,000 | Included in reported stock awards ($178,500) | Unvested as of Dec 31, 2024; fully vest on May 6, 2026 | None disclosed; time‑based vesting |
Equity Awards Outstanding (as of periods disclosed):
- Options: 100,000 options fully vested (awarded for prior Board service); no options granted during Transition Period.
- Warrants: 200,000 shares issuable upon exercise of warrants (included in beneficial ownership calculation).
Other Directorships & Interlocks
| Company | Role | Public Listing | Notes |
|---|---|---|---|
| Beeline Loans | CEO | Nasdaq: BLNE | Active external public company role; potential time‑commitment consideration |
| Real Matters, Inc. | EVP (past) | TSX | Prior executive role at public company post‑merger listing |
Expertise & Qualifications
- More than 20 years as an entrepreneur in software, sales, and software development; founded and scaled multiple title/mortgage and staffing businesses; senior operational roles post‑merger at a TSX‑listed company. These credentials underpinned his appointment as director.
Equity Ownership
| Item | Amount | Status/Detail |
|---|---|---|
| Beneficially owned shares | 587,754 | Less than 1% of outstanding (based on 90,514,996 shares as of April 21, 2025) |
| Common shares | 402,754 | Included in beneficial ownership |
| Warrants (shares issuable) | 200,000 | Included in beneficial ownership |
| Options outstanding | 100,000 | Fully vested; awarded for prior Board service |
| RSUs unvested | 150,000 | Vest fully on May 6, 2026 |
Insider Trading, Hedging, and Pledging Policy:
- Company policy prohibits hedging and pledging of Company stock by directors and other insiders; short sales are also prohibited.
Insider Filings Compliance (Section 16):
| Item | Count/Detail |
|---|---|
| Late Section 16 filings (FY 2024) | Two late Form 4s covering three transactions (Liuzza) |
| Late Section 16 filings (since May 1, 2024 through Transition) | Two late Form 4s reporting three transactions (Liuzza) |
Governance Assessment
- Committee leadership and independence: Liuzza chairs the Compensation Committee and is independent under Nasdaq rules for Audit and Compensation Committees—positive for oversight of pay and governance.
- Engagement and attendance: Directors met minimum attendance thresholds in 2024; committees were active (Audit: 4 meetings; Compensation: 1 meeting with multiple written consents)—indicates engagement, though Board held only one formal meeting.
- Compensation alignment: Mix includes cash retainer and equity (RSUs) with time‑based vesting; options outstanding from prior service and warrants present. No director performance metrics disclosed for equity grants—typical but provides limited pay‑for‑performance linkage.
- RED FLAG: All Other Compensation includes tax gross‑ups on director equity awards—shareholder‑unfriendly feature that can signal weaker pay governance.
- RED FLAG: Repeated late Section 16 filings (two late Form 4s covering three transactions across FY 2024 and the Transition Period)—a compliance weakness that can affect investor confidence.
- Risk controls: Explicit prohibition on hedging and pledging of Company stock by insiders—positive alignment mechanism reducing misalignment risks.
- Ownership: Beneficial ownership is <1% with meaningful equity exposure via unvested RSUs and fully vested options/warrants, providing some alignment despite small ownership percentage.
Overall, Liuzza brings relevant operating and entrepreneurial expertise and serves as Compensation Committee Chair with independence affirmed; however, recurring late filings and the presence of tax gross‑ups in director compensation are notable governance concerns that investors should monitor.