Chris Merkel
About Chris Merkel
Chris Merkel, age 59, is Chief Operating Officer of DevvStream Corp. and has served as COO since completion of the Business Combination; he has been COO of DevvStream since December 2021 . He brings 30+ years of sales, operations and general management experience, including 24 years across Avnet and Arrow Electronics, and five years at Sierra Pacific Industries . FY2025 reflected early-stage monetization with initial revenue and a net loss of $11.8 million; DevvStream disclosed TSR tracking yielded no value for the fixed $100 investment metric in FY2024–FY2025, underscoring limited trading history and negative performance in this period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avnet (NASDAQ: AVT) | Sales leadership and strategic partnerships | Part of 24 years across Avnet/Arrow | Managed strategic customers, grew technical services verticals |
| Arrow Electronics (NYSE: ARW) | Sales leadership | Part of 24 years across Avnet/Arrow | Engaged companies from startups to global enterprises across IoT, consumer, industrial, medical |
| Sierra Pacific Industries | General sales and operations management | 5 years | General sales and operations management responsibilities |
External Roles
No external board or committee roles were disclosed for Chris Merkel .
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | $205,000 | $205,000 |
| Target Bonus (%) | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | $0 | $0 |
| Stock Awards Fair Value ($) | $19,291 | $74,215 |
Performance Compensation
Equity Grants and Vesting
| Instrument | Grant Date | Number | Fair Value ($) | Strike Price | Expiration | Vesting Schedule |
|---|---|---|---|---|---|---|
| RSUs | Dec 24, 2021 | 4,588 | Not disclosed | N/A | N/A | 10% vested Jan 17, 2023; 15% every six months thereafter |
| RSUs | Jul 30, 2024 | 2,320 | Not disclosed | N/A | N/A | 10% at six-month anniversary; 15% every six months over 36 months |
| Options | Mar 26, 2025 | 35,000 | Not disclosed | $2.32 | Mar 26, 2030 | 33.3% vests on first anniversary; 2.78% monthly thereafter for 36 months |
No explicit annual incentive metric weightings, targets, or payout curves were disclosed for FY2025, and the principal compensation component for NEOs in 2025 was base salary (no cash bonus paid) .
Outstanding Equity Awards (as of July 31, 2025)
| Instrument | Exercisable | Unexercisable | Strike Price | Expiration |
|---|---|---|---|---|
| Options | Nil | 35,000 | $2.32 | Mar 26, 2030 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 4,827 common shares; less than 1% ownership |
| RSU holdings and vesting | 4,588 RSUs (Dec 24, 2021) with 10%/15% semiannual vest schedule; 2,320 RSUs (Jul 30, 2024) with 10% at six-month anniversary then 15% semiannually over 36 months |
| Option holdings | 35,000 options granted Mar 26, 2025; $2.32 strike; 2030 expiry; 33.3% first anniversary, then 2.78% monthly vest |
| Pledged shares | No pledging disclosures; insider trading policy prohibits hedging/monetization (collars, swaps, exchange funds) |
| Ownership guidelines | Not disclosed |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement date | Nov 6, 2024 |
| Term | Three-year initial term; auto-renews for one-year periods unless 90 days’ notice of non-renewal |
| Base salary eligibility | $205,000 initial base for Merkel; annual review by Board |
| Severance | 12 months of continued base salary upon resignation for Good Reason or termination without Cause (subject to release) |
| Change-of-control (CoC) | If resignation for Good Reason or termination without Cause within 12 months following a Corporate Transaction: severance plus immediate vesting of service-vesting awards; performance awards vest at greater of target or actual performance (subject to release) |
| Restrictive covenants | IP assignment; non-compete and non-solicit during term and for 12 months post-termination, subject to applicable law |
| Clawback | Company clawback policy applies to 2024 Equity Incentive Plan awards (Dodd-Frank/Nasdaq required; Board may impose additional recovery provisions) |
| Hedging policy | Hedging/monetization transactions prohibited for insiders |
Performance & Track Record
Company fundamentals context:
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Revenues ($) | — | — | — | 25,794 |
| EBITDA ($) | $(4,492,268)* | $(5,968,707)* | $(8,734,747)* | $(11,990,013)* |
| Net Income ($) | $(6,490,721)* | $(5,904,653)* | $(9,871,748)* | $(12,067,231)* |
- Values retrieved from S&P Global.
Additional FY2025 context: DevvStream reported initial revenue and a net loss of $11.8 million; cash and restricted cash were $9.73 million at year-end . Pay-versus-performance table showed a nil value for the fixed $100 TSR metric in both FY2024 and FY2025, reflecting limited trading history and negative shareholder return in this timeframe .
Governance, Peer Group, and Shareholder Feedback
- Compensation Committee: Jamila Piracci (Chair), Stephen Kukucha, Michael Max Bühler; authorized to engage consultants but did not engage one for FY2025 .
- Say-on-Pay: 81.1% approval at the 2024 Annual Shareholder Meeting; Board determined to continue the program substantially as-is .
- Say-on-Pay Frequency: Board recommends “every 3 years” .
Investment Implications
- Alignment and retention: Merkel’s mix of RSUs (2021, 2024) and a sizeable 2025 option grant with a first vest cliff at Mar 26, 2026 and monthly vesting thereafter supports medium-term retention while creating predictable potential supply from vested options starting in FY2026 . Severance (12 months base) plus CoC accelerated vesting indicates competitive protections that could facilitate continuity through strategic transactions .
- Selling pressure and overhang: The 35,000 options at $2.32 strike vesting monthly after year one may introduce incremental insider sale capacity beginning in 1Q–2Q FY2026, contingent on trading windows and price levels; hedging is prohibited, which reduces misalignment risk .
- Pay-for-performance: FY2025 compensation was largely fixed (no cash bonus) and equity was granted without disclosed performance metrics/weights, limiting explicit pay-performance linkage in the near term . With early-stage monetization and negative EBITDA/net income, equity-based alignment is the primary lever until consistent revenue/EBITDA targets are formalized and disclosed.
- Risk flags: No pledging disclosed; clawback policy in place . Related party transactions are concentrated at the company level (capital structure and advisory arrangements) rather than individual executive-level conflicts; monitor dilution and financing execution as they can influence equity award value and insider incentives .
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