Theresa Carlise
About Theresa Carlise
Theresa Carlise, 66, is Chief Financial Officer (appointed June 2023), Treasurer (appointed March 27, 2024), and Assistant Secretary (appointed April 12, 2024) of Safe Pro Group Inc. (SPAI), bringing 30+ years of public-company CFO experience with deep expertise in equity transactions, accounting, financial analysis, reporting, restructuring, and planning . Prior roles include Chief Accounting Officer, Secretary & Treasurer at Nasdaq-listed NextPlat Corp (formerly Orbsat) from June 2021 to June 2023 and earlier CFO/Treasurer/Secretary of Orbsat from June 2015 to December 2020, plus CFO/finance leadership roles across retail, telecom, distribution, transportation, mortgage banking, and construction sectors . Company performance during her tenure has been loss-making with negative EBITDA across recent quarters; see the performance table below for context (values retrieved from S&P Global).*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NextPlat Corp (formerly Orbsat) | Chief Accounting Officer, Secretary & Treasurer | Jun 2021 – Jun 2023 | Senior finance leadership at a Nasdaq-listed e-commerce technology company |
| Orbsat Corp (predecessor to NextPlat) | Chief Financial Officer, Treasurer & Secretary | Jun 2015 – Dec 2020 | Led public-company finance functions; equity, reporting, restructuring expertise |
| Various publicly traded companies (retail, telecom, distribution, transportation, mortgage banking, construction) | CFO/Finance Leadership | Not disclosed | Broad sector finance leadership across multiple public issuers |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No external board/director roles disclosed in the proxy |
Fixed Compensation
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary | $90,000 (initial, accrued $5,000/mo first 6 months; $10,000/mo next 6 months) | Increased to $150,000 on Mar 27, 2024; increased to $180,000 upon Nasdaq listing on Aug 30, 2024 | Automatic annual minimum increase of 10–20% approved in A&R Agreement |
| Benefits | Not detailed | Auto allowance $600/month; medical insurance $1,500/month; 4 weeks PTO with carryforward | Benefits retroactive to Jun 22, 2023 per A&R Agreement |
| Cash Bonus | — | $25,000 listing bonus (upon Nasdaq listing) | Triggered by listing on a national market exchange |
Summary Compensation (named executive officer):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | $78,904 | — | $391,400 (restricted shares) | — | $470,304 |
| 2024 | $160,000 | $25,000 | $372,663 (50,000 options FV $31,055; 30,000 restricted shares; 50,000 restricted shares via transfer) | $38,456 (medical $27,468; auto $10,987) | $596,119 |
Performance Compensation
| Metric/Event | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Listing on national market exchange | N/A | Nasdaq listing completion | Achieved Aug 30, 2024 | $25,000 cash bonus | Immediate |
| Annual performance bonus opportunity | Not disclosed | Criteria set by Compensation Committee | Not disclosed | Not disclosed for CFO | Not disclosed |
Notes:
- The CFO’s plan features a cash listing bonus tied to the listing event; no specific revenue/EBITDA/TSR weightings for annual bonus were disclosed for the CFO beyond Committee-established criteria .
- Company-wide clawback policy applies to incentive-based compensation post-October 2, 2023 in case of restatement .
Equity Ownership & Alignment
| Component | Quantity | Terms/Details | Ownership % |
|---|---|---|---|
| Common shares (direct/indirect) | 280,000 | As of April 28, 2025 | — |
| Stock options (exercisable within 60 days) | 25,000 | Strike $3.40; part of total option grant; exercisable within 60 days | — |
| Total beneficial ownership | 305,000 | Shares + options exercisable within 60 days | 2.0% of 15,172,185 shares outstanding |
| Total option grant | 50,000 | Exercise price $3.40; FV $31,055; est. term 3.5 yrs (grant-year 2024) | — |
| Restricted shares (granted Jun 22, 2023) | 30,000 | Grant-date FMV $1.94 | — |
| Restricted shares (granted Nov 1, 2023) | 170,000 | Grant-date FMV $1.96 | — |
| Restricted shares (issued Aug 30, 2024) | 30,000 | Listing-contingent award upon Nasdaq listing | — |
| Additional restricted shares received via transfer | 50,000 | Transferred from CEO; issuance FV $4.27 | — |
| Pledging/Hedging | Not disclosed | No pledging disclosures; Insider Trading Policy prohibits trading on MNPI | — |
| Ownership guidelines | Not disclosed | No executive ownership guideline disclosures | — |
Vested vs. unvested highlights:
- 25,000 options are currently exercisable within 60 days; remaining 25,000 not yet exercisable .
- 30,000 restricted shares tied to listing were awarded on Aug 30, 2024 (listing-contingent and issued); vesting terms indicated as fully vested upon listing .
- Vesting schedules for the June 22, 2023 and Nov 1, 2023 restricted share grants were not detailed beyond grant and fair values .
Employment Terms
| Term | Detail |
|---|---|
| Initial Agreement | One-year employment agreement dated June 22, 2023; automatic one-year renewal unless 30 days’ notice |
| Amendment No. 1 (Nov 1, 2023) | Increased base salary to $120,000; accrual mechanics tied to financing or exchange listing |
| Amendment No. 2 (Mar 27, 2024) | Extended term to two years; base salary $150,000 with partial accrual until financing/listing; upon effectiveness of trading on national exchange, agreement re-commences to a three-year term with automatic renewals of three successive one-year terms |
| Amended & Restated Agreement (Apr 12, 2024) | Appointed Assistant Secretary; benefits retroactive to Jun 22, 2023; auto allowance, medical premiums, PTO; annual minimum base salary increases 10–20%; Section 409A language adjusted |
| Severance | Not disclosed for CFO in proxy |
| Change-of-Control (plan-level) | Compensation Committee may accelerate vesting and deem performance goals satisfied at target for outstanding awards under the 2025 Plan upon Change in Control (discretionary) |
| Clawback | Dodd-Frank restatement recoupment policy adopted; recoups erroneously awarded incentive-based comp post Oct 2, 2023 |
| Non-compete/Non-solicit | Not disclosed in CFO agreement; the 2025 Plan permits award agreements to include non-compete/confidentiality conditions at Committee discretion |
Company Performance Context (during Carlise’s tenure)
| Metric | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|
| Revenues ($) | 330,756* | 887,779* | 184,802 | 92,753 | 101,422 |
| EBITDA ($) | -3,442,228* | -1,283,783* | -3,902,324* | -1,827,735* | -4,100,851* |
| Net Income ($) | -3,685,456* | -1,384,222* | -3,965,017* | -1,914,559* | -5,010,358* |
Values with an asterisk were retrieved from S&P Global. SPAI remains loss-making with negative EBITDA and net income across recent quarters, with revenues fluctuating post-listing. *
Governance, Shareholder Feedback, and Plan Features
| Topic | Detail |
|---|---|
| Director independence & committees | Audit, Compensation, and Nominating & Corporate Governance committees composed of independent directors; named chairs: Audit—Arthur T. Dean, Compensation—John E. Miller, Nominating—Lee Van Arsdale |
| 2025 Stock Plan approval | Approved at June 26, 2025 Annual Meeting: For 7,552,008; Against 116,742; Abstain 38,402 |
| Key plan protections | No repricing without shareholder approval; 10-year fixed term; non-employee director annual compensation cap $500,000; no tax gross-ups; dividends only paid on vesting; exercise price ≥ FMV; evergreen share increase provision |
| Section 16 compliance | No late filings reported for 2024 |
| Insider Trading Policy | Applies to directors, officers, employees, and affirmed by vendors; prohibits trading while aware of MNPI |
Performance Compensation – Equity Award Detail
| Grant Date / Event | Type | Quantity | Terms / Strike | Grant-Date Value |
|---|---|---|---|---|
| Jun 22, 2023 | Restricted Shares | 30,000 | — | $1.94/share |
| Nov 1, 2023 | Restricted Shares | 170,000 | — | $1.96/share |
| Aug 30, 2024 (Nasdaq listing) | Restricted Shares | 30,000 | Listing-contingent award | Included in 2024 stock awards |
| 2024 grant (year) | Stock Options | 50,000 | Strike $3.40; est. term 3.5 yrs | FV $31,055 |
| 2024 transfer | Restricted Shares | 50,000 | From CEO Erdberg | $4.27/share at issuance |
Investment Implications
- Alignment: 2.0% beneficial ownership (305,000 including 25,000 currently exercisable options) provides moderate “skin in the game,” with additional unexercised options and multiple restricted share grants that increase exposure to equity value creation .
- Retention: Contract re-commenced to a three-year term post-listing with automatic renewals, annual base increases (10–20%), and robust benefits—reducing near-term flight risk, though no CFO-specific severance multiples were disclosed .
- Pay-for-performance: Disclosed event-based listing bonus ($25k) and plan-level performance-goal mechanics/clawback are positive governance signals; absence of CFO-specific performance metric weightings (e.g., TSR/EBITDA) weakens direct pay-performance linkage .
- Trading pressure: 25,000 options currently exercisable at $3.40 and vesting of listing-related RSUs create potential supply overhang; monitor Form 4 filings and upcoming vesting for incremental selling pressure .
- Risk: Persistent negative EBITDA and net losses increase execution risk and may constrain cash-based pay flexibility; governance features (no repricing, no tax gross-ups, clawbacks) mitigate shareholder-unfriendly practices . Values retrieved from S&P Global.*
*Values retrieved from S&P Global.