Robert Nistico
About Robert Nistico
Robert Nistico (age 62) serves on Splash Beverage Group’s Board and was Chairman; he served as Chief Executive Officer since March 31, 2020 and notified the company he would resign as CEO effective November 14, 2025, continuing as a director thereafter . He holds a B.A. from the University of Colorado and has more than 27 years of beverage industry experience including senior roles at Red Bull North America, Diageo, Republic National, and E. & J. Gallo Winery .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Splash Beverage Group (SBEV) | CEO; Chairman; Director | CEO & Chairman since Mar 31, 2020; Director since Mar 31, 2020; CEO resignation effective Nov 14, 2025 | Board leadership as Chairman; operational leadership through 2025 |
| Red Bull North America | VP Field Marketing; SVP/General Manager | 1996–2007 | Instrumental in scaling brand to $1.45B revenues in North/Central America and Caribbean |
| Viva Beverages, LLC | President | 2009–2011 | Strategic brand management and operations |
| Diageo (I.D.V./Heublein) | Regional Portfolio VP; Division Manager | Prior years (not dated) | Portfolio and division management |
| Republic National (Julius Schepps Co.) | General Sales Manager | Prior years (not dated) | Sales management |
| E. & J. Gallo Winery | North Texas State Manager & other roles | Prior years (not dated) | Sales and operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Apollo Brands | Director | Not dated | Current directorship noted in SBEV proxy biography |
Board Governance
- Independence: The Board determined Nistico is not independent under NYSE rules due to his role as CEO; other current directors Caple, Fore, Yorke were deemed independent . Following his CEO resignation effective Nov 14, 2025, independence would still be constrained under exchange standards that consider recent executive service; no filing indicates a change to independent status .
- Committee memberships: Audit (Fore—Chair, Caple, Yorke), Compensation (Fore, Caple, Yorke), Nominating (Fore, Caple, Yorke); Nistico not listed on any committee .
- Attendance: All directors then serving attended over 75% of applicable Board and Committee meetings in 2024; Board held 6 meetings (plus 6 unanimous written consents), Audit 4, Nominating 2, Compensation 2 .
Fixed Compensation
| Year | Base Salary ($) | Other Perqs/Allowances ($) | Total ($) |
|---|---|---|---|
| 2024 | 324,819 | 13,800 | 734,619 (includes option awards; see performance section) |
| 2023 | 333,125 | — | 347,525 (no option awards reported for 2023 in table) |
Employment Agreement: Extended Dec 9, 2019, with base salary increased to $325,000; term ending Nov 30, 2024; he continued to serve under these terms .
Performance Compensation
| Grant/Period | Award Type | Quantity | Exercise/Conversion | Vesting | Expiration/Term |
|---|---|---|---|---|---|
| 2024 (Summary Comp Table) | Option awards (fair value) | — | — | — | $396,000 fair value recognized |
| 2/28/2020 | Stock options | 3,975 (exercisable) | $44.80 | Exercisable | 2/21/2025 |
| 10/16/2020 | Stock options | 25,000 (exercisable) | $44.80 | Exercisable | 10/15/2025 |
| 9/16/2021 | Stock options | 13,250 (exercisable) | $44.80 | Exercisable | 9/16/2031 |
| 4/18/2024 | Stock options | 30,000 (exercisable) | $13.20 | Exercisable | 4/18/2034 |
| 8/15/2025 | Warrants (5-year) | 750,000 | $0.80 | Generally one-third vested immediately; balance vests quarterly over two years, subject to continued service | 5-year term from grant; issuance contingent on Proposal 3 approval |
Notes:
- On Aug 15, 2025, the Board granted five-year warrants to each director including the CEO (750,000 each) at $0.80; CFO received 1,000,000; employees received 400,000 total; standard vesting one-third immediate, remainder quarterly over two years . Underlying share issuance tied to shareholder approval (Proposal 3) .
- Performance metrics: No specific revenue/EBITDA/TSR metrics disclosed for Nistico’s awards; equity plan permits RSUs, stock options, SARs; change-of-control may accelerate vesting if awards are not assumed/substituted .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks |
|---|---|---|---|
| Apollo Brands | Director | Not disclosed | Not specified in SBEV filings |
Expertise & Qualifications
- Industry expertise: 27+ years across beverages; roles in sales, brand management, finance, operations, production, logistics .
- Education: B.A., University of Colorado .
- Board qualifications: Operational scaling experience at Red Bull and major beverage companies .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Common | Derivative Components |
|---|---|---|---|
| Robert Nistico | 888,250 | 27.7% | Includes 825,000 warrants and 13,250 options |
Outstanding options for Nistico detailed above; beneficial ownership percentages based on 2,374,226 shares outstanding as of Oct 2, 2025 . Pledging/hedging: Insider trading policy prohibits hedging without prior review/approval; no pledging disclosed for Nistico . Stock ownership guidelines: Not disclosed in filings .
Insider Reporting Compliance:
| Item | Status |
|---|---|
| Form 4 for restricted share grant on Mar 5, 2024 | Not filed (late) |
| Form 4 for Aug 15, 2025 warrant grant | Not filed (late) |
Governance Assessment
- Independence & committee participation: Nistico was not independent while serving as CEO and Chairman and is not on Audit, Compensation, or Nominating committees; independence will remain constrained after his CEO resignation under NYSE standards; this limits direct involvement in oversight committees but preserves separation from financial oversight .
- Attendance: Board-level attendance above 75% in 2024 supports engagement, though individual rates are not disclosed .
- Pay-for-performance alignment: Significant option expense in 2024 ($396k) and large 2025 warrant grant (750k at $0.80) increase equity exposure; however, the absence of disclosed performance metrics tied to awards and reliance on time-based vesting reduces transparency of incentive alignment. Change-of-control provisions allow acceleration if awards are not assumed, which can be shareholder-sensitive .
- Ownership alignment: High beneficial ownership (27.7%), largely driven by exercisable derivatives, implies strong economic exposure and influence; Directors/officers collectively at 69.9% amplifies control concentration risk .
- Conflicts/related-party exposure (RED FLAGS):
- Nistico involved as guarantor on multiple financing agreements (Decathlon Alpha IV revenue-based facility; Cobalt Funding Solutions merchant cash advance; Timeless Funding LLC agreements) and provided $400,000 related-party advances outstanding as of Aug 31, 2025; also held a $200,000 stockholder note exchanged into preferred stock in June 2025. This creates potential conflicts and entanglement in company financing decisions .
- Section 16 reporting lapses for Nistico (missing Form 4s) indicate compliance weaknesses and raise governance concerns about disclosure rigor .
- Clawback & insider policies: A clawback policy was adopted Sept 20, 2023 per NYSE Rule 10D-1; insider trading policy forbids hedging without prior approval, mitigating misalignment risks if enforced; these are positive governance mechanisms .
- CEO succession timing: Resignation as CEO effective Nov 14, 2025 during annual meeting cycle suggests leadership transition; continuity is maintained by continued board service, but independence remains impacted for committee eligibility .
Overall signals: Strong ownership alignment but concentrated control; equity-heavy compensation without disclosed performance metrics; related-party financing ties and reporting lapses are material governance red flags. Tight liquidity/risk disclosures in company filings further heighten sensitivity to board oversight quality .