Stephen Kukucha
About Stephen Kukucha
Stephen Kukucha, 58, is an independent director of DevvStream Corp. (DEVS) and has served on the board since November 7, 2024. He brings over two decades of experience across clean technology, renewable power, investing, and public policy; he holds a B.A. (University of British Columbia), LL.B. (University of New Brunswick), and the ICD.D designation from the ICD-Rotman Directors Education Program. He is based in British Columbia, Canada and has been affirmatively determined by the board to be independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CERO Technologies | Chief Executive Officer and Director | Apr 2023 – Jun 2024 | Led operations; governance experience at an early-stage tech company |
| Sustainable Development Technology Canada (SDTC) | Director | Mar 2021 – May 2024 | Public funding/governance for cleantech projects; policy oversight exposure |
| Ballard Power Systems | Leadership – Global External Affairs | Prior to current roles | Led external affairs, including emerging market business development in Asia |
| Law practice (early career) | Lawyer | Not disclosed | Legal training and regulatory perspective |
| Renewable power company (founder) | Founder | Not disclosed | Company formation and sector expertise |
| Strategic advisory firm (founder) | Founder | Not disclosed | Strategy and capital advisory experience |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| PacBridge Partners | Partner | Current | Early-stage/growth investor; focus on Asia and North America |
| Fort Capital Partners | Senior Advisor | Current | Origination of M&A, capital raising and advisory transactions |
| Encore Technologies Corp. | President | Current | Operating leadership in technology/cleantech |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board affirmatively determined Kukucha is independent under Nasdaq standards |
| Board attendance | All directors attended at least 75% of aggregate board and committee meetings; board met 13 times in FY2025 |
| Executive sessions | Independent directors met in separate executive sessions alongside regularly scheduled meetings |
| Committee memberships | Audit Committee (member); Compensation Committee (member); Nominating & Corporate Governance Committee (chair) |
| Committee chair roles | Chair, Nominating & Corporate Governance Committee |
| Committee activity levels | Audit Committee met or unanimously consented 4 times in FY2025; Nominating Committee met once in FY2025; Compensation Committee met 4 times in FY2024 |
| Audit Committee report | Audit Committee (Bühler, Chair; Kukucha; Piracci) recommended inclusion of FY2025 audited financials in the 10-K |
Fixed Compensation
| Year | Fees earned or paid in cash | Option awards | Total |
|---|---|---|---|
| 2025 | $46,500 | $0 | $46,500 |
- Additional catch-up cash approved in April 2024: $3,000/month for Apr 2023–Apr 2024 ($36,000) to each of Bühler, Kukucha, and Piracci, payable following the Business Combination .
Performance Compensation
| Feature | Disclosure |
|---|---|
| Annual equity for non-employee directors | Not granted in 2025; no option awards to non-employee directors in 2025 |
| Long-term incentive plan for directors (performance-based) | Company did not have an LTIP in place for non-employee directors in 2025 |
| Meeting fees / Chair fees | Not itemized; cash compensation captured in fees earned |
No performance metrics (TSR, revenue, EBITDA, ESG, etc.) are disclosed for director compensation; director pay is primarily fixed cash for 2025 .
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| None disclosed for Kukucha | — | — | The proxy lists only Mr. Thorn as also serving on XCF Global, Inc. (NASDAQ: SAFX); no other public boards are disclosed for Kukucha . |
Expertise & Qualifications
- Cleantech/renewables investing and public policy; cross-border investing (Asia/North America) .
- Legal training (LL.B.); governance training and ICD.D designation (ICD-Rotman) .
- Operating leadership roles (President, Encore; CEO experience at CERO) .
- Business development in Asia (Ballard) and capital advisory (Fort Capital Partners) .
Equity Ownership
| Metric | Value | As of |
|---|---|---|
| Total beneficial ownership (common shares) | 6,499 (<1% of outstanding) | Oct 31, 2025 |
| Shares pledged | Not disclosed in proxy | |
| Hedging policy | Company prohibits hedging/monetization transactions (e.g., prepaid forwards, swaps, collars, exchange funds) for directors, officers, and employees | |
| Stock ownership guidelines (directors) | Not disclosed in the proxy |
Equity awards detail (granted historically):
- Stock options: 4,588 options (granted Mar 1, 2022) and 3,058 options (granted Oct 14, 2022); vesting: 10% on Jan 17, 2023; 15% every six months thereafter .
Related-Party Exposure and Conflicts
- No related-party transactions involving Stephen Kukucha are disclosed under Item 404 in the 2025 proxy .
- Broader board-level related party context: DevvStream entered a strategic consulting agreement with Focus Impact Partners LLC (affiliated with directors Carl Stanton and Wray Thorn) with $500,000 annual consulting fee and share issuance; the company also amended/issued convertible debentures to Focus Impact Partners and the Sponsor in 2024–2025. These transactions are overseen by the Audit Committee and disinterested directors per policy; they do not implicate Kukucha directly but represent governance sensitivity for the board .
Risk Indicators & Governance Context
- Audit report included a going-concern explanatory paragraph for FY2025 due to recurring operating losses, negative operating cash flows, and accumulated deficit—heightening the importance of Audit Committee oversight (Kukucha is a member) .
- Company undertook a 1-for-10 reverse stock split in August 2025 to regain Nasdaq minimum bid requirement compliance; Nasdaq listing compliance/regulatory posture remains an important oversight area for the board .
- Section 16(a) compliance: Company believes officers/directors complied with filing requirements during FY2025 .
- No criminal, bankruptcy, or securities-law sanctions disclosed for current directors in the last ten years .
Insider Trades (Form 4)
| Period | Summary |
|---|---|
| FY2025 | No individual Form 4 transaction details are provided in the proxy; the company states Section 16(a) reporting compliance by officers/directors for FY2025 . |
Governance Assessment
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Strengths
- Independence and committee leadership: Kukucha is independent, chairs the Nominating & Corporate Governance Committee, and serves on Audit and Compensation—positions central to board effectiveness, succession planning, and pay oversight .
- Relevant sector and capital-markets expertise: Deep cleantech/renewables and advisory background, with ICD.D governance training—aligned with DEVS’s strategic domain .
- Engagement: Board attendance ≥75% and independent executive sessions indicate baseline engagement and independent oversight .
-
Watch items
- Related-party environment: Significant related-party arrangements with Focus Impact Partners (affiliated with other directors) necessitate continued robust conflicts oversight by disinterested directors and the Audit Committee; no involvement by Kukucha is disclosed .
- Financial risk environment: Going-concern emphasis and recent reverse split signal financial fragility; as an Audit Committee member, Kukucha’s oversight of risk management, controls, and financing strategy remains critical .
-
Pay alignment
- Director pay in 2025 is modest and cash-based ($46,500), with no 2025 equity awards for non-employee directors—suggesting limited short-term misalignment risk and minimal complexity; no performance-linked director compensation is disclosed .