Michael Max Bühler
About Michael Max Bühler
Independent director of DevvStream Corp. (DEVS) since November 7, 2024; age 52; based in Konstanz, Germany. Background spans 25+ years in construction and real estate, with prior leadership roles at the World Economic Forum, Deloitte (Vancouver), and Bilfinger Berger (North America). Currently Professor of Construction Business Management at the University of Applied Sciences in Constance; holds a PhD in civil engineering and an MBA with finance and accounting specialization. Determined independent by the Board under Nasdaq rules and serves as Audit Committee Chair; designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| World Economic Forum | Led initiatives (unspecified programs) | — | Infrastructure and resilience-related leadership experience |
| Deloitte (Vancouver) | Professional roles (unspecified) | — | Advisory/industry exposure |
| Bilfinger Berger (North America) | Roles in North America (unspecified) | — | Large-scale construction operations exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Applied Sciences, Constance (Germany) | Professor, Construction Business Management | Current | Research in infrastructure planning and global challenges |
| T20/G20 Task Force on Infrastructure Investment | Member | Current | International policy coordination and infrastructure investment standards |
| OECD Blue Dot Network | Member | Current | Quality infrastructure certification framework |
| International Resilience and Sustainability (inRES) Partnership | Board member | Current | Supports Botswana’s digital transformation |
| Construction Industry Data Cooperative (formation) | Contributor | Current | Data-driven collaboration initiative |
Board Governance
| Attribute | Details |
|---|---|
| Independence status | Independent director under Nasdaq standards |
| Board/committee roles | Audit Committee (Chair); Compensation Committee (Member); Nominating & Corporate Governance Committee (Member) |
| Financial expert designation | Qualifies as “audit committee financial expert” (Item 407(d)(5)) |
| Board meeting cadence & attendance | Board met 13 times; all directors attended at least 75% of combined Board and committee meetings; independent directors hold executive sessions |
| Committee activity | Audit Committee met 4 times in FY2025; Nominating met once (FY2025); Compensation met or consented 4 times (FY2024) |
| Leadership structure | Company states CEO/Chair roles are separated and that an independent Director serves as Chair; however, current Chair is “Executive Chairman” (Carl Stanton), indicating a potential inconsistency |
| Legal/disciplinary disclosures | No criminal, bankruptcy, regulatory sanctions or similar orders for current directors in past 10 years |
Fixed Compensation
| Component | 2025 Amount | Notes |
|---|---|---|
| Cash fees (Director & committee service) | $46,500 | Fees earned/paid in cash for 2025 |
| Option awards | $0 | No option awards granted to non-employee directors in 2025 |
| Program notes | Additional cash compensation of $3,000/month for Apr 2023–Apr 2024 for independent directors (to be paid post-Business Combination); reimbursement of reasonable Board-related expenses |
Performance Compensation
- The Company did not have a Long-Term Incentive Compensation plan for non-employee directors in 2025; no director meeting fees schedule or equity retainer details disclosed beyond the 2025 cash amounts and general equity program references.
Other Directorships & Interlocks
| Person | Other public company boards | Notes |
|---|---|---|
| Michael Max Bühler | None disclosed | The proxy lists only Wray Thorn on another reporting company board (XCF Global, Inc.); none listed for Bühler |
- Related-party environment: Significant related-party arrangements exist with Focus Impact Sponsor/Partners (linked to other directors), Devvio, and Envviron; Audit Committee (which Bühler chairs) is responsible for oversight of related-party transactions. No related-party transactions were disclosed as involving Bühler personally.
Expertise & Qualifications
- Technical/industry: 25+ years in construction and real estate; infrastructure planning and resilience; academic leadership in construction management.
- Financial oversight: Audit Committee Chair; “audit committee financial expert” under SEC rules.
- Education: PhD (civil engineering); MBA (finance & accounting).
- Global policy networks: T20/G20 infrastructure task force; OECD Blue Dot Network; inRES Board.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 10,093 | <1% of outstanding; as of Oct 31, 2025 |
| Ownership % | <1% | Based on 3,841,642 shares outstanding |
| Options outstanding | 4,588 | Granted May 15, 2023; 10% vested 6/15/2023; 15% vest every six months thereafter |
| Pledging/hedging | Hedging/monetization transactions prohibited by insider trading policy | |
| Ownership guidelines | Not disclosed | — |
Governance Assessment
-
Positives
- Independent director with relevant domain expertise; chairs Audit Committee and is designated financial expert, strengthening financial oversight.
- Committee coverage across Audit, Compensation, and Nominating enhances cross-committee insight and accountability.
- Attendance threshold met (≥75%); independent director executive sessions in place.
- Clawback policy adopted for equity awards (company-wide).
-
Watch items / potential red flags
- Chair independence inconsistency: Company states an independent Chair structure while identifying an “Executive Chairman” (non-independent), which can weaken independent oversight—seek clarification.
- Related-party exposure: Material transactions with Focus Impact Sponsor/Partners (linked to other directors) and Devvio; robust audit committee oversight is essential to mitigate conflict risks (Bühler’s audit chair role is pivotal).
- Auditor going-concern language (FY2025) signals elevated financial risk; demands active audit oversight.
- Director equity alignment: 2025 non-employee director comp was all cash ($46,500) with no 2025 equity grants and no LTIP for directors disclosed, potentially limiting long-term alignment (Bühler does hold legacy options).
-
Shareholder feedback context
- Say-on-pay approval in 2024 was 81.1%; Board recommends triennial say-on-pay frequency going forward. Analysts may prefer annual frequency for more continuous feedback.
-
Compliance/controls
- Section 16(a) compliance reported as satisfactory for FY2025.
- Codes, governance guidelines, and committee charters in place and posted.
Overall: Bühler’s independence, financial expertise, and audit chairmanship are positives for investor confidence amid going-concern risk and significant related-party activity involving other directors. Monitoring audit rigor, RPT oversight, and Chair independence clarity are key ongoing diligence items.