Carl Stanton

About Carl Stanton

Carl Stanton (57) serves as Executive Chairman and Director at DevvStream Corp. and has been a director since the company’s formation. He is Partner and Co‑Founder (and CEO) of Focus Impact Partners, LLC; previously CEO and a director of Focus Impact BH3 Acquisition Company (Nasdaq: BHAC). He brings nearly three decades in private equity/alternative asset management, co‑leading firms totaling over $4.5B AUM, with portfolio board experience across industrials, transportation/logistics, and consumer; currently a Board Member of Skipper Pets, Inc.

Past Roles

External Roles

Board Governance

• Board size: five directors (Stanton, Thorn, Kukucha, Piracci, Bühler), all nominated for re‑election.
• Leadership: Company states the Chair is an independent director; responsibilities include agenda setting and presiding over executive sessions. However, Stanton is listed as Executive Chairman—a potential inconsistency in independence characterization.
• Committees and chairs:
  • Audit Committee: Members—Michael Max Bühler (Chair; financial expert), Stephen Kukucha, Jamila Piracci. Stanton is not a member. Met 4 times FY2025.
  • Compensation Committee: Members—Jamila Piracci (Chair), Stephen Kukucha, Michael Max Bühler. Stanton is not a member.
  • Nominating & Corporate Governance Committee: Members—Stephen Kukucha (Chair), Jamila Piracci, Michael Max Bühler. Stanton is not a member.
• Attendance: Board met 13 times; all directors attended at least 75% of aggregate Board and committee meetings; independent directors held executive sessions.
• Insider trading policy: Hedging/monetization transactions strictly prohibited.

Fixed Compensation

• Policy: Non‑independent directors will not receive compensation for Board service; company has historically lacked a formal non‑employee director compensation program, though it reimburses reasonable expenses.
• FY2025 Non‑Employee Director Compensation: | Name | Fees earned or paid in cash | Option awards | Total | |---|---:|---:|---:| | Carl Stanton | $0 | $0 | $0 | | Wray Thorn | $0 | $0 | $0 | | Michael Max Bühler | $46,500 | $0 | $46,500 | | Stephen Kukucha | $46,500 | $0 | $46,500 | | Jamila Piracci | $46,500 | $0 | $46,500 |
• Additional cash: $3,000/month approved for Apr‑2023 to Apr‑2024 for Bühler, Kukucha, Piracci, payable post‑Business Combination (not applicable to Stanton).

Performance Compensation

• Long‑term incentive plan for non‑employee directors: None in 2025. | Metric/Plan | FY2025 Status | |---|---| | Director LTI plan (non‑employee directors) | None | | Equity awards (RSUs/Options) to non‑employee directors in 2025 | None for Stanton; none for Thorn; option column shows $0 across all |
• Clawback: Company adopted a clawback policy applicable to awards under the 2024 Equity Incentive Plan.

Other Directorships & Interlocks

Expertise & Qualifications

• 25 years in private equity/alternative assets; co‑led firms with $4.5B AUM; advising CEOs/CFOs; expertise in revenue growth, industry transformation, cost control, supply chain, and tech best practices.

• Extensive board experience across >15 portfolio companies; active board member at Skipper Pets.

Equity Ownership

• Individual beneficial ownership: Not presented for Stanton; table lists “—” (number and %) as of Oct 31, 2025.
• Significant holder entity linked to Stanton (as manager): | Holder | Shares Beneficially Owned | % of Shares Outstanding | Date/Source | |---|---:|---:|---| | Focus Impact Sponsor, LLC | 21,604,619 | 43.65% | June 17, 2025 | | Focus Impact Sponsor, LLC | 2,002,932 | 40.16% | Aug 11, 2025 | | Focus Impact Sponsor, LLC | 2,234,114 | 40.48% | Oct 31, 2025 |
• Attribution note: Sponsor controlled by four‑member board (Stanton, Lyles, Sanders, Thorn). Under “rule of three,” no individual manager is deemed a beneficial owner despite potential pecuniary interest.
• Warrants/convertibles at Sponsor: 1,120,000 private placement warrants (each whole warrant for 0.9692 shares at $15.20 cash or cashless); 591,320 shares issuable from $3,000,000 5.3% notes at 25% VWAP discount, floor $0.867; maturity two years from Nov 13, 2024.

Governance Assessment

• Independence risk and role clarity: Company states an independent Chair structure, yet Stanton is listed as Executive Chairman; combined with ownership/financial ties (Focus Impact Partners consulting; Sponsor holdings), this undermines independence credibility. RED FLAG.
• Related‑party exposure: Material transactions with entities owned/managed by Stanton (consulting agreement $500,000/year; convertible debentures to Focus Impact Partners; Sponsor notes and warrants). Terms include 25% VWAP discount and auto‑renewal—shareholder‑unfriendly features if not rigorously overseen. RED FLAG.
• Committee insulation: Stanton is not seated on Audit, Compensation, or Nominating committees—all composed of independent directors, which partially mitigates conflicts at the committee level.
• Director compensation alignment: Stanton received $0 in Board fees or equity in FY2025, consistent with policy that non‑independent directors are unpaid for Board service. While this avoids direct director pay conflicts, substantial external economic ties via consulting and Sponsor stakes overshadow alignment.
• Attendance: At least 75% attendance alongside 13 Board meetings; indicates baseline engagement but not exemplary disclosure (no precise %).
• Policy safeguards: Hedging prohibited; clawback adopted. These are standard governance protections but do not offset related‑party concentration risks.
• Shareholder feedback: Prior say‑on‑pay approval at 81.1% (2024) suggests tolerance for executive comp structure; however, RP transactions and Sponsor economics deserve investor scrutiny independent of NEO pay.

Overall signal: Heavy related‑party ties, discounted convertibles, and consulting fees to a director‑owned firm create persistent conflict‑of‑interest optics. The absence of committee roles and presence of independent committees are positives, but independence at the Chair level and economic entanglements remain material governance risks that can impair investor confidence.

Potential Conflicts & Related‑Party Transactions (Detail)

Equity Ownership Notes

• Individual reporting: Stanton’s personal beneficial ownership not separately disclosed (“—”), while Focus Impact Sponsor, LLC is a 5%+ holder. Under governance rules, no individual manager (including Stanton) is deemed a beneficial owner due to shared control.

Additional Context

• Directors elected annually; policy encourages nominee attendance at annual meeting.
• Board risk oversight: Audit oversees financial/reporting risks; Compensation oversees comp risk; Nominating oversees independence/conflicts/succession.

RED FLAGS

• Executive Chairman designation vs stated independent Chair model.
• Significant related‑party consulting and financing with director‑owned/managed entities; discounted convertibles; auto‑renewal consulting terms.
• Concentrated shareholder power via Sponsor with complex attribution reducing transparency of individual stakes.