Wray Thorn

About Wray Thorn

Wray Thorn (age 54) is a director of DevvStream (DEVS) based in Florida, serving since November 7, 2024. He is Partner and Co‑Founder of Focus Impact Partners, Founder & CEO of Clear Heights Capital, and formerly Managing Director and Chief Investment Officer – Private Investments at Two Sigma Investments, where he led the firm’s private equity (Sightway Capital), venture (Two Sigma Ventures), and impact (Two Sigma Impact) businesses; he was a leader in the creation of Hamilton Insurance Group and incubation of Two Sigma’s insurance technology activities. Thorn has participated in more than 120 direct investments, allocated to over 40 private funds, and served on boards or advisory boards of more than 45 companies and investment funds; he also serves on multiple non‑profit boards and investment committees. The Board’s independence determination does not list Thorn among independent directors, suggesting he is not deemed independent under Nasdaq standards.

Past Roles

External Roles

Board Governance

• Board size five; standing Audit, Compensation, and Nominating & Corporate Governance Committees; Board met 13 times in FY 2025, and all Directors attended at least 75% of Board and Committee meetings; independent Directors held executive sessions.
• Committee memberships and chairs (Thorn not listed as a member of any committee):
  • Audit Committee: Michael Max Bühler (Chair), Stephen Kukucha, Jamila Piracci; all independent; Bühler qualifies as audit committee financial expert; met 4 times in FY 2025.
  • Compensation Committee: Jamila Piracci (Chair), Stephen Kukucha, Michael Max Bühler; charter adopted 2024; met 4 times in FY 2024.
  • Nominating & Corporate Governance Committee: Stephen Kukucha (Chair), Jamila Piracci, Michael Max Bühler; met once in FY 2025.
• Independence: Board affirmatively determined Kukucha, Piracci, and Bühler are independent; Thorn is not listed among independent directors.
• Tenure on DEVS Board: since November 7, 2024.

Fixed Compensation

Non‑Employee Director Compensation (FY 2025)

Notes:

• Company historically lacked a formal non‑employee director program; instituted monthly cash fees for certain independent directors (Bühler, Kukucha, Piracci) for April 2023–April 2024; new independent directors receive the current monthly fee; discretionary equity awards may be granted under the 2024 Equity Incentive Plan.

Performance Compensation

• Long‑Term Incentive Compensation for non‑employee Directors: None in 2025.
• Performance‑linked metrics (revenue/EBITDA/TSR/ESG) tied to director compensation: Not disclosed.

Performance Compensation Structure (FY 2025)

Other Directorships & Interlocks

Expertise & Qualifications

• Private investments leadership (CIO), asset allocation, risk management frameworks, and value creation strategies; extensive board and advisory experience across 45+ companies and funds; proactive impact investing and application of data/technology to private investing.
• Non‑profit governance and investment committee leadership (Vice Chair and Investment Committee Chair at Futures and Options; Trustee/Investment Committee at Randall’s Island Park Alliance; former Co‑Chair at Youth, INC).
• Not designated as audit committee financial expert; Audit Committee financial expert is Bühler.

Equity Ownership

Beneficial Ownership (as of August 11, 2025; 3,541,668 shares outstanding)

Notes:

• Focus Impact Sponsor exposure includes additional 1,085,504 shares from private placement warrants and 360,139 shares from convertible notes, yet under the “rule of three” individual managers (incl. Thorn) are not deemed beneficial owners.

Governance Assessment

• Independence and interlocks: Thorn is not listed among independent directors; his managerial role at Focus Impact Sponsor (a 40% holder with warrants and convertible notes) and authorized signatory status for Focus Impact entities create potential influence and related‑party exposure, even if not deemed a beneficial owner under “rule of three.” This warrants heightened scrutiny of conflicts and recusal practices for related‑party matters.
• Capital support signal: Thorn and Chairman Stanton invested an additional $218,000 into DevvStream’s 5.30% secured convertible note due November 2026, signaling insider confidence but also increasing related‑party financing ties.
• Committee effectiveness: Thorn is not a member of audit, compensation, or nominating committees; those committees are chaired by independent directors and met regularly in FY 2024–2025.
• Attendance and engagement: Board met 13 times; all Directors attended at least 75% of Board/Committee meetings; independent Directors held executive sessions—positive for oversight.
• Compensation alignment: Thorn received $0 cash and $0 equity awards for FY 2025 director service, suggesting minimal direct pay and reducing pay‑for‑performance concerns at the director level; company disclosed no LTIP for non‑employee directors.

RED FLAGS

• Potential conflicts: Manager role at a controlling shareholder (Focus Impact Sponsor) with significant warrants and convertible notes; security agreement signatory roles may indicate ongoing financing and governance entanglements requiring robust conflict management.
• Related‑party financing: Insider participation in convertible notes (including Thorn/Stanton investment) should be evaluated for terms, approvals, and recusal to protect minority shareholders.

Potential Mitigants

• Independent committee leadership and charters (Audit, Compensation, Nominating) and executive sessions.