David Goertz
About David Goertz
David Goertz, age 45, is DevvStream Corp.’s Chief Financial Officer and Principal Financial and Accounting Officer; he has served as CFO of DevvStream since November 2022 and continued as CFO following the business combination. He is a partner at Dale Matheson Carr‑Hilton Labonte LLP (since 2011; joined 2005) and a Chartered Professional Accountant since 2004, with experience in public company operations, restructurings, acquisitions, IPOs, and sector expertise across manufacturing, mining, real estate, and technology . Company-reported pay-versus-performance shows negative net income in FY 2025 and FY 2024, and a TSR value disclosure of “nil,” reflecting limited trading data in the disclosure framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dale Matheson Carr‑Hilton Labonte LLP | Partner; previously CPA | Partner since 2011; with firm since 2005 | Led accounting, assurance, tax, and advisory to public/private companies, with extensive transactions experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Victoria | Bachelor’s degree | N/A | Foundational finance and accounting education supporting CFO role |
| Chartered Professional Accountant (CPA) | Professional designation | Since 2004 | Credential underpinning public company oversight and controls |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary (USD) | $177,379 | $180,000 |
| Target Bonus % | Not disclosed | Not disclosed |
| Actual Bonus Paid (USD) | $0 | $0 |
| Stock Awards (USD) | $53,121 | $10,602 |
| Option Awards (USD) | $0 | $0 |
| Total Compensation (USD) | $230,500 | $190,602 |
Notes:
- No perquisites or unique executive benefits disclosed for 2025 .
- Health, dental, and vision coverage offered to employees and executives; 401(k) employee-funded only .
Performance Compensation
- The company maintains an annual compensation review process and indicates executives may have performance-based bonuses, but specific CFO bonus metrics, weightings, targets, and 2025 payouts were not disclosed; no bonus was paid to Goertz in 2025 .
- The Compensation Committee did not engage an external compensation consultant in FY 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 3,709; less than 1% of shares outstanding |
| RSUs | 3,058 RSUs granted Dec 24, 2021 to DJG Enterprises Inc.; 10% vested Jan 17, 2023 and 15% vest every six months; 2,776 RSUs granted Jul 30, 2024; 10% vest at six‑month anniversary, then 15% every six months for 36 months |
| Options | 5,000 options granted Mar 26, 2025 (post reverse-split adjustment), exercise price $2.32, expiration Mar 26, 2030; vesting 33.3% at one-year anniversary, then 2.78% monthly for 36 months; unexercisable as of Jul 31, 2025 |
| In-the-money status | Closing price used in proxy valuation $3.299 vs option strike $2.32, indicating options were in-the-money at measurement date |
| Vested vs Unvested Breakdown | Options shown as 5,000 unexercisable; detailed RSU unvested count for CFO not tabulated in outstanding awards table (see vesting schedules above) |
| Pledging/Hedging | Insider trading policy strictly prohibits hedging and monetization transactions; pledging not specifically disclosed |
| Ownership Guidelines | Executive stock ownership guidelines and compliance status not disclosed |
Additional notes:
- CFO’s RSUs were granted to DJG Enterprises Inc., where Goertz is sole director; he disclaims beneficial ownership beyond any pecuniary interest .
Employment Terms
| Provision | Term |
|---|---|
| Employment agreements | Company entered employment agreements on Nov 6, 2024; disclosure includes salary terms for Trinh ($250k), Goertz ($180k), Merkel ($205k) and outlines executive protections |
| Base salary review | Annually reviewed based on personal, corporate, and financial performance |
| Severance | 12 months of continued base salary upon resignation for Good Reason or termination without Cause, subject to release |
| Change-of-control | If Good Reason resignation or termination without Cause within 12 months post “Corporate Transaction,” benefits include: (i) 12 months base salary; (ii) immediate vesting of time-based equity; (iii) immediate vesting of performance-based equity at greater of target or actual performance; subject to release |
| Restrictive covenants | IP assignment; 12-month post-termination restrictions on competition and solicitation (subject to applicable state laws) |
| Clawback | Company adopted clawback policy applicable to awards under the 2024 Equity Incentive Plan and as required by exchange listing rules and Dodd-Frank |
| Insider trading policy | Prohibits hedging/monetization transactions; compliance with securities laws and listing requirements |
Company Performance During Tenure
| Metric (USD) | FY 2024 | FY 2025 |
|---|---|---|
| Revenues | n/a | $25,794 |
| EBITDA | $(8,734,747)* | $(11,990,013)* |
| Net Income | $(9,871,748)* | $(12,067,231)* |
- Values retrieved from S&P Global.
Notes:
- 10-K auditor included going concern explanatory paragraph citing recurring operating losses and negative operating cash flows .
- Pay-versus-performance table shows “Value of Initial Fixed $100 Investment Based on TSR” as $0 in FY 2025 and FY 2024; net loss of $(12,067)k in FY 2025 and $(9,872)k in FY 2024 .
Compensation Committee and Say‑on‑Pay
- Compensation Committee members: Jamila Piracci (Chair), Stephen Kukucha, Michael Max Bühler; all non‑employee directors .
- No external compensation consultant engaged in FY 2025 .
- Historical say‑on‑pay approval: 81.1% at 2024 Annual Meeting; Board continued executive compensation program and will submit say‑on‑pay annually until next frequency vote requirement .
- Frequency recommendation: Board recommends “every 3 years” for advisory vote on executive compensation .
Related Party Context
- Significant holders include Focus Impact Sponsor, LLC (40.48%) and Devvio, Inc. (18.70%) as of Oct 31, 2025 .
- Company disclosed strategic consulting agreement and convertible notes with Focus Impact entities; terms include discounted conversion features and consulting fees; payments disclosed .
Investment Implications
- Alignment: Goertz’s direct beneficial ownership is de minimis (<1%); equity exposure exists via time-vested RSUs and options with a clear vesting cadence, but ownership guidelines and pledging policies are not disclosed; hedging is prohibited, which supports alignment .
- Retention and selling pressure: A vesting “cliff” occurs around Mar 26, 2026 for 33.3% of CFO options, with monthly vesting thereafter; RSUs from 2024 vest semiannually over 36 months—monitor potential Form 4 selling around these dates . Company reports no delinquent Section 16 filings, indicating timely reporting culture .
- Change-of-control economics: Double-trigger protection with 12 months’ salary and accelerated vesting of time-based and performance-based equity can incentivize stability but may increase cost in a transaction scenario .
- Performance risk: Negative EBITDA and net losses, plus auditor’s going concern emphasis paragraph suggest execution risk and potential financing dependence; this weighs against pay-for-performance narratives and implies ongoing dilution/convertible activity may persist *.
- Governance: Compensation oversight by independent directors and an adopted clawback policy are positives; lack of disclosed executive ownership guidelines is a gap .
Form 4 activity analysis: Not included herein. Consider reviewing recent Form 4 filings for David Goertz to assess vesting-related selling or pattern signals; the company indicates compliance with Section 16(a) filings **[1854480_0001140361-25-042609_ny20056475x1_def14a.htm:46]**.