NextTrip, Inc. DEF 14AProxy Statements

Director Compensation

DIRECTOR COMPENSATION We believe that a combination of cash and equity compensation is appropriate to attract and retain the individuals we desire to serve on our Board of Directors. Our cash compensation policies are designed to encourage frequent and active interaction between directors and our executives both during and between formal meetings as well as compensate our directors for their time and effort. Further, we believe it is important to align the long-term interests of our non-employee directors (i.e., directors who are not employed by us as officers or employees) with those of the Company and its stockholders, and that awarding equity compensation to, and thereby increasing ownership of our common stock by, our non-employee directors is an appropriate means to achieve this alignment. Directors who are also employees of our company do not receive compensation for their service on our Board of Directors. Under our director compensation program for fiscal year 2026, each Mr. Monaco, and each of our former non-employee director received cash compensation of $12,500, and options to purchase 135,000 shares of our common stock, which are fully vested. Each director has agreed to defer receipt of cash compensation until such time as the Company completes a public financing. Also, each non-employee director may be reimbursed for his reasonable expenses incurred in the performance of his duties as a director as our Board of Directors determines from time to time. Our fiscal year 2027 director compensation program has not been finalized, nor has a plan been finalized for directors who were newly appointed during fiscal year 2026. The Compensation Committee is evaluating our director compensation program and will recommend changes to the Board. Until such time as the Compensation Committee and the Board adopt a new director compensation program, directors will not receive any compensation for services. The following table sets forth certain information concerning the compensation paid to non-employee directors in fiscal year 2026 for their services as directors of the Company. The compensation of Mr. Kerby, who serves as a director and our Chief Executive Officer, is described in the Summary Compensation Table of Executive Officers. Our non-employee directors do not receive fringe or other benefits. Name Fees Earned or Paid in Cash ($) Option Awards ($) (7) T