David Yablunosky
About David Yablunosky
Innventure’s Chief Financial Officer and Class II Director. Age 63; education includes B.S. Mathematics (U.S. Naval Academy), MBA Finance (University of Maryland), graduate-level Certificate in Accounting (Harvard Extension), and Harvard Business School Advanced Management Program . CFO since 2023, previously held senior finance roles at Embraer and Oxbow; served nine years in the U.S. Navy on General Colin Powell’s staff . Recent company performance under his finance leadership: Q3 2025 revenue $0.5M, net loss $34.7M, adjusted EBITDA loss $17.5M, cash $14.1M; Accelsius pipeline exceeded $1B with a $25M strategic investment from Johnson Controls announced in October 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Innventure, Inc. | CFO; Class II Director | 2023–present | Public company finance leadership and SEC certifications |
| Innventure LLC | CFO | 2023–present | Group-level finance oversight |
| Embraer Aircraft Holding, Inc. (U.S. subsidiary) | CFO | 2022–2023 | U.S. corporate finance leadership |
| Embraer Executive Aircraft, Inc. | CFO; Board Member | 2021–2023 | Executive leadership and governance in business aviation |
| Embraer Defense and Security, Inc. | Board Member | 2021–2023 | Governance in defense and security subsidiary |
| Oxbow Carbon, LLC | Director of Corporate Finance | Prior to 2021 | Corporate finance for privately-held energy company |
| Ford Motor Company; Ford Credit; Office Depot | Finance roles | Prior to 2021 | Multinational corporate finance experience |
| U.S. Navy / Pentagon (Gen. Colin Powell’s staff) | Naval officer; staff | Nine years | Leadership and strategic staff experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Embraer Executive Aircraft, Inc. | Board Member | 2021–2023 | U.S. operating subsidiary governance |
| Embraer Defense and Security, Inc. | Board Member | 2021–2023 | U.S. defense subsidiary governance |
Fixed Compensation
| Item | 2025 | Notes |
|---|---|---|
| Base Salary (USD) | $450,000 | Approved Jan 2025 |
| Target Short‑Term Incentive (STI) | 100% of base salary | Approved Jan 2025 |
Performance Compensation
| Metric | Weighting | Target / Criteria | Payout / Vesting |
|---|---|---|---|
| Capital raised via equity/debt | 40% | Company 2025 goal to raise capital; Committee determines Achievement % | Annual STI payout 0–200% of target; contingent on continued service |
| Accelsius 2025 revenue/bookings plan | 40% | Operating company performance against revenue/bookings plan | As above |
| Execution of strategic initiatives | 20% | Management effectiveness on 2025 strategic priorities | As above |
| CFO STI target | 100% of base salary | Applies to CFO (and NEOs); specific metrics governed by STI plan | Annual payout per Achievement % |
Equity Ownership & Alignment
| Date (Record) | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Apr 25, 2025 | 185,871 | <1% |
| Oct 6, 2025 | 173,964 | <1% |
- Hedging and monetization transactions are prohibited; pledging/margin use of company stock is discouraged; standing/limit orders discouraged; pre-clearance and blackout windows apply to directors and officers .
- Compensation Clawback Policy effective Oct 2, 2024 requires recovery of incentive-based compensation from Section 16 officers after accounting restatements; applies to current/former officers, including CFO .
Employment Terms
| Item | Disclosure |
|---|---|
| Role start | CFO of Innventure LLC since 2023; CFO of Innventure, Inc.; Class II director |
| 2025 base salary | $450,000 |
| 2025 STI target | 100% of base salary |
| Severance | Proxy states NEO agreements provide no severance; CFO-specific severance terms not disclosed |
| Change-of-control treatment (plan terms) | RSUs/options: full vesting upon death/disability or change-in-control without replacement; double-trigger vesting with qualifying termination; Accelsius/Refinity incentive units fully vest upon change-in-control |
| Clawback | Mandatory recovery for restatements; Section 16 officers covered |
| Insider Trading Policy | Prohibits hedging; discourages pledging; requires pre-clearance; quarterly and event-specific blackout periods |
Board Governance
- Class II Director; not independent (executive director); not assigned to Audit, Compensation, or Nominating & Corporate Governance committees (executives do not serve on standing committees) .
- Board meeting attendance: all directors attended all Board meetings in 2024; committees met (Audit 2, Compensation 1, N&CG 1) .
- Lead Independent Director: none currently .
- Executive sessions: independent directors held two scheduled sessions since business combination; expect at least four annually .
Director Compensation
- Directors who were also executives did not receive additional compensation in 2024 for Board service; non-management director compensation governed by Innventure’s Director Compensation Plan (RSUs and cash retainers) .
Performance & Track Record
| Metric | Q3 2025 |
|---|---|
| Revenue ($M) | 0.5 |
| G&A ($M) | 16.9 |
| Net Loss ($M) | 34.7 |
| Adjusted EBITDA ($M) | (17.5) |
| Cash ($M) | 14.1 |
- Financing and capital structure actions: $10M convertible debentures issued in September 2025; $5M in November; $9.8M PIPE in October; Accelsius secured $25M strategic investment from Johnson Controls (October) .
- Accelsius momentum: opportunity pipeline grew >$1B; bookings accelerated; multi-rack MR250 product debuted; manufacturing footprint expanded; demonstration sites installed; pipeline shifting to production opportunities for 2026 .
Equity Ownership & Capital Structure Context
- Share counts outstanding: 53,487,294 common shares entitled to vote as of Apr 28, 2025 ; 58,046,433 common shares entitled to vote as of Oct 14, 2025 .
- Yorkville financing proposals (SEPA/Convertible Debentures) require stockholder approval beyond 19.99% exchange caps; potential dilution described in proxies .
Dual‑Role Implications
- CFO + Director (non‑independent) limits committee participation (independence required), preserving committee oversight by independent directors . Executive sessions and separation of Executive Chairman/CEO roles provide additional governance checks . Directors who are executives receive no board fees, aligning cost discipline while compensation remains primarily through executive pay structures .
Investment Implications
- Pay-for-performance alignment: 2025 STI directly tied to capital raising and Accelsius revenue/bookings (80% combined weighting), linking CFO incentives to liquidity and operating company commercialization milestones . Clawback and anti‑hedging policies strengthen shareholder alignment and risk controls .
- Retention and selling pressure: No disclosed severance for NEOs and no CFO-specific severance terms; insider trading policy restricts hedging/pledging and imposes pre‑clearance/blackouts, reducing opportunistic selling; beneficial ownership remains <1% with modest fluctuations (185,871 → 173,964 shares in 2025) .
- Execution risk and dilution: Heavy reliance on Yorkville debentures/SEPA and continued capital raises introduces dilution risk and financing execution dependency; however, Accelsius pipeline scale and the JCI strategic investment support the commercialization thesis . CFO’s certifications and governance processes (independent committees, executive sessions) bolster disclosure quality and oversight .