Jamila Piracci

About Jamila Piracci

Jamila Piracci has served as an independent director of DevvStream Corp. since November 7, 2024. She is Principal of Roos Innovations, and previously held senior regulatory and advisory roles including Managing Director at Patomak Global Partners; she built and led the National Futures Association’s swaps regulatory program until 2019 and served as an attorney at the Federal Reserve Bank of New York focused on Dodd‑Frank resolution and OTC derivatives. She also served as Assistant General Counsel at ISDA; education includes a J.D. and MBA from Cornell and a B.A. from Harvard-Radcliffe . The Board has affirmatively determined she is independent under Nasdaq standards .

Past Roles

External Roles

Board Governance

• Independence: Independent (Nasdaq) with no material disqualifying relationships .
• Board/Committee attendance: Board met 13 times; all directors attended at least 75% of aggregate Board and committee meetings; independent directors held executive sessions .
• Committees and roles:
  • Compensation Committee: Chair (members: Piracci, Stephen Kukucha, Michael Max Bühler). Met 4 times in FY2024; empowered to set CEO/NEO and director pay, oversee equity plans, severance/CIC protections, and select independent compensation consultants .
  • Audit Committee: Member (chair: Michael Max Bühler). Met 4 times in FY2025; oversees financial reporting, auditor independence, risk, related‑party transactions, and whistleblower procedures .
  • Nominating & Corporate Governance Committee: Member (chair: Stephen Kukucha). Met once in FY2025; oversees board evaluation, governance guidelines, and succession .

Fixed Compensation

The company implemented a non‑employee director compensation program in connection with the Business Combination; Board may periodically review equity components for reasonableness; expenses reimbursed .

Performance Compensation

• Clawback: Awards under the 2024 Equity Incentive Plan are subject to the company’s clawback policy (Dodd‑Frank/Nasdaq compliant); Board may impose additional recovery provisions .
• Compensation consultant: The Compensation Committee was authorized to engage advisors; no compensation consultant was engaged for FY2025 .

Other Directorships & Interlocks

Expertise & Qualifications

• Core expertise: OTC derivatives, market infrastructure, regulatory policy, Dodd‑Frank resolution planning, compensation governance .
• Education: J.D., Cornell Law School; MBA, Cornell SC Johnson Graduate School; B.A., Harvard‑Radcliffe .
• Governance experience: Chairs Compensation Committee; member of Audit and Nominating committees; independence affirmed .

Equity Ownership

• Hedging/Pledging: Insider trading policy strictly prohibits hedging/monetization transactions (e.g., swaps, collars, exchange funds). Pledging not referenced; no pledging disclosures for Piracci .
• Ownership guidelines: Not disclosed for directors in the proxy .

Governance Assessment

• Strengths

  • Independent director with deep regulatory and derivatives oversight experience; chairs Compensation and serves on Audit and Nominating—strong fit for pay, risk, and governance oversight .
  • Attendance and engagement adequate; Board/committees active with executive sessions; Audit Committee issued recommendation on audited financials .
  • Clawback policy in place and hedging prohibited—positive alignment and risk controls .

• Watch items / potential red flags

  • Related‑party ecosystem centered on Focus Impact Sponsor and Focus Impact Partners (affiliated with other directors) includes consulting fees ($500,000/year), share issuance, and convertible notes; although reviewed by Audit Committee/disinterested directors, this elevates conflict‑of‑interest risk at the board level. Piracci is not named as a related party in these transactions but sits on the Audit Committee that oversees such matters .
  • Director pay in FY2025 skewed to cash ($46,500) with no annual equity grant and no director LTIP performance program, which may limit long‑term alignment versus peers; equity for directors subject to periodic review .
  • Compensation Committee did not retain an external compensation consultant in FY2025; as Committee Chair, Piracci should continue to ensure robust benchmarking and mitigation of potential biases .

• Shareholder signals

  • Prior say‑on‑pay approval (2024) at 81.1% indicates moderate shareholder support; Board recommended future say‑on‑pay frequency at 3 years while also requesting advisory approval in 2025—important for ongoing pay‑for‑performance dialogue .

Board Governance (Detail)

Fixed Compensation (Detail)

Performance Compensation (Detail)

Other Notes

• Beneficial ownership table basis: 3,841,642 common shares outstanding as of Oct 31, 2025; options/warrants exercisable within 60 days included in individual beneficial counts; Piracci <1% ownership .
• Audit Committee Report: Recommended inclusion of audited FY2025 financials in 10‑K .

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