Gregory W. Haskell
About Gregory W. Haskell
Gregory William “Bill” Haskell, 68, is CEO and a Class I director of Innventure, Inc. (INV). He was CEO and Manager of Innventure LLC from 2021–2024; holds a B.S. in engineering and conducted post‑graduate work in applied mathematics at Iowa State University . He signed the company’s S-1 on Oct 23, 2025 as CEO/Director and certified the Q3 2025 10‑Q, evidencing current principal executive responsibility . Company operating performance under his tenure reflects early‑stage scaling: Q3 2025 revenue was $534k vs $317k prior‑year, while Adjusted EBITDA was $(17.5)m vs $(3.0)m and YTD 2025 included a $346.6m goodwill impairment; FY2024 combined Adjusted EBITDA was $(27.9)m .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Innventure LLC | Chief Executive Officer & Manager | 2021–2024 | Led transition to public listing via Business Combination; principal executive officer in 2024 . |
| XL Vision | Co‑founder & President | 1993–1999 | Co‑created methodology later used by Innventure to build businesses . |
| XL TechGroup (“XLTG”) | Co‑founder & President | 2001–2011 | Developed the foundational business‑building methodology for Innventure . |
| London Stock Exchange‑listed company | Chief Executive Officer | Not disclosed | Public company CEO experience cited by INV board in support of qualifications . |
| Bellview Associates (boutique investment bank) | Partner | 2019–2021 | Focused on converting private companies into employee‑owned enterprises . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Various companies (over a dozen) | Director | Not disclosed | Served as a director on 12+ companies (specifics not listed) . |
Fixed Compensation
| Year | Base salary ($) | Target annual bonus (% base) | Actual cash bonus paid ($) | All other comp ($) | Notes |
|---|---|---|---|---|---|
| 2023 | 300,000 | Not disclosed | 180,000 | 12,000 | NEO compensation disclosed as LLC era . |
| 2024 | 300,000 | 100% of $300k target established for 2024 plan | 2,500,000 transaction bonus related to Business Combination | 13,800 | 2024 plan payout determination of 85% of target ($255k) approved in 2025, contingent on continued service; payment timing not yet disclosed . |
| 2025 | 700,000 | 100% of base salary | Not yet determined | Not disclosed | 2025 base approved Jan 9, 2025 by independent directors . |
Performance Compensation
| Metric (2024 bonus plan) | Weighting | Target | Actual | Payout impact | Vesting/Payment terms |
|---|---|---|---|---|---|
| Form a new (4th) operating company | 25% | Complete formation | Achieved | Contributed to 85% overall payout | Cash bonus payout contingent on continued service through payment date . |
| Complete Business Combination with >$20m net proceeds | 50% | Close with >$20m net proceeds | Achieved | Contributed to 85% overall payout | Same as above . |
| Milestone: 4th operating company formation | 10% | Achieve milestone | Achieved | Included in 85% overall | Same . |
| Milestone: $10m booked revenue for Accelsius | 10% | $10m booked | Not achieved | No contribution | — |
| Milestone: $15m GAAP revenue for AeroFlexx | 5% | $15m GAAP | Not achieved | No contribution | — |
| Stretch goal: 5th operating company | +50% stretch | Complete formation | Not achieved | No stretch payout | — |
| Determined payout vs target | — | 100% target = $300,000 | 85% achieved | $255,000 determined (contingent) | Contingent on continued service; to be disclosed when paid |
| Transaction bonus (separate) | — | — | Business Combination closed 10/2/2024 | $2,500,000 paid for transaction | Paid in 2024 |
Equity awards and performance equity (2024):
- Haskell received no INV RSUs or stock options in 2024 under the 2024 Plan .
- He received 109,000 Refinity PI Units on Dec 11, 2024 (grant date fair value $0), vesting 25% on first anniversary and 9.375% quarterly thereafter, subject to service .
Equity Ownership & Alignment
| Date (document) | Common shares beneficially owned | % of common | Notable components and notes |
|---|---|---|---|
| Apr 24–25, 2025 (DEF 14A) | 752,115 | 1.41% | Executives did not receive extra board compensation; ownership table as of 4/25/25 . |
| Oct 14, 2025 (S-1 cap table basis) | 752,115 | 1.30% | Shares outstanding reference 58,046,433 as of 10/14/2025 . |
| Oct 6, 2025 (DEF 14A cap table basis) | 752,115 | 1.30% | Shares outstanding reference 57,920,864 as of 10/06/2025 . |
Additional alignment details:
- Business Combination conversion: 430,000 Innventure Incentive Units vested and were exchanged into 705,655 shares of INV common stock at closing (forms the core of his stake) .
- Outstanding equity awards at 12/31/2024: 109,000 Refinity Incentive Units (unvested; vesting 25% at 1‑yr, then 9.375% quarterly) .
- Anti‑hedging/pledging: Company policy prohibits hedging and discourages pledging; also discourages standing/limit orders .
- 10b5‑1 plans: No adoption/modification/termination of Rule 10b5‑1 or non‑Rule 10b5‑1 arrangements by directors/officers in Q3 2025 .
- Insider sales: Section 16 filings show Haskell’s initial Form 3 for 705,655 shares at closing; no Form 4 sales were returned in our search window . Note: separate Form 144 activity was for another holder (Gregory D. Wasson), not Haskell .
Employment Terms
- Offer letter: Dated Jan 5, 2021; initial base salary $200,000; 2024 base $300,000; increased to $700,000 effective Jan 2025 .
- 2025 short‑term incentive: Target 100% of base salary (CEO), approved Jan 9, 2025 by independent directors; performance measures to be set by Compensation Committee .
- Severance: None of the NEO agreements or offer letters provide severance compensation upon termination .
- Change‑of‑control:
- RSUs: Full vesting if death/disability; if CoC and no replacement award provided, vests in full; if a replacement award is provided and termination without cause/for good reason within 12 months post‑CoC, vests in full .
- Stock options: Similar, with a two‑year protection window post‑CoC for replacement awards .
- Accelsius SARs (for NEOs granted them): Fully vested at grant and auto‑exercise at 24 months, death, or disability; Committee may settle in cash (Haskell did not receive SARs) .
- Accelsius/Refinity Incentive Units: 100% vesting upon change in control of those entities .
- Clawback: Policy adopted Oct 2024 to comply with Nasdaq Rule 5608; requires recovery of erroneously awarded incentive‑based compensation after certain accounting restatements (no fault standard) .
- Retirement/other benefits: Participated in 401(k) Plan; no defined benefit pension or nonqualified deferred compensation plan offered for NEOs in 2024 .
- Non‑compete/non‑solicit/garden leave: Not disclosed.
Board Governance
- Role: Class I director with term through 2028; current board size nine; staggered three‑class structure .
- Independence: As CEO, not independent; all standing committee members are independent and Haskell does not serve on Audit, Compensation, or Nominating & Corporate Governance .
- Committee structure (2024):
- Audit Committee: Chair James O. Donnally; members Elizabeth Williams, Daniel Hennessy; all independent and financially literate; multiple members qualify as “audit committee financial experts” .
- Director nomination rights: Investor Rights Agreement grants Founding Investors the right to nominate a number of directors based on ownership tiers; currently entitled to nominate three; Learn CW has a designee right as well .
- Board classification and removal: Directors removable only for cause by two‑thirds vote; vacancies filled by board; reduces immediate shareholder influence .
- Director compensation: Executives on the board (including Haskell) did not receive additional board compensation in 2024 .
Company Performance Context (under Haskell as CEO)
| Period | Revenue ($000s) | Net loss ($000s) | Adjusted EBITDA ($000s) |
|---|---|---|---|
| Q3 2024 (predecessor) | 317 | (7,641) | (2,972) |
| Q3 2025 (successor) | 534 | (34,735) | (17,464) |
| FY 2024 (combined S/P non‑GAAP) | — | — | (27,906) |
Notes:
- 2025 YTD included a $346.6m goodwill impairment (sustained share price decline cited) .
- Cash from financing activities supported operations amid scaling (e.g., Q1 2025) .
Compensation Structure Analysis
- Shift in pay mix: 2025 base salary increased to $700k from $300k, with 100% bonus target—raising guaranteed cash and at‑risk cash potential; Haskell did not receive INV RSUs/options in 2024 (contrast to peers who did), but holds 109,000 Refinity PI Units with multi‑year vesting .
- Transaction bonus: $2.5m in 2024 for Business Combination; sizable one‑time cash award not tied to multi‑year financial outcomes .
- Performance rigor: 2024 plan achieved formation/BizCom proceeds goals but missed Accelsius/AeroFlexx revenue milestones; committee determined 85% payout on target bonus ($255k), contingent on continued service .
- Clawback in place; no severance: Strengthens shareholder protections on restatement; absence of severance lowers termination cost but may elevate retention risk for CEO .
Risk Indicators & Red Flags
- Large goodwill impairment in 2025, substantial continuing losses and negative Adjusted EBITDA—execution risk in scaling operating companies .
- Classified board and investor nomination rights could limit rapid governance change; CEO is also a director (not independent), though not chair .
- Anti‑hedging/pledging policy mitigates alignment risk; no 10b5‑1 plans adopted/modified/terminated in Q3 2025; no Form 4 sales located for Haskell in our window .
Equity Award Detail (as of 12/31/2024)
| Award type | Grant date | Quantity | Exercise/base | Vesting/auto‑exercise | Status/value note |
|---|---|---|---|---|---|
| Refinity PI Units | 12/11/2024 | 109,000 | N/A | 25% on 1‑yr anniversary; 9.375% quarterly thereafter; service‑based | Grant date fair value $0; unvested at 12/31/24 . |
| INV RSUs | — | — | — | — | No 2024 RSU awards to Haskell . |
| INV Options | — | — | — | — | No 2024 options to Haskell . |
Historical conversion at Business Combination:
- 430,000 Innventure Incentive Units converted into 705,655 INV shares at closing (Oct 2, 2024) .
Board Service and Dual‑Role Implications
- Haskell serves as CEO and Class I director (term to 2028) . He is not independent and serves on no standing committees; all standing committee members are independent, mitigating some dual‑role concerns .
- Governance structure includes a classified board and investor nomination rights (Founding Investors and Learn CW), which can entrench incumbency and limit rapid board refreshment if underperformance persists .
Investment Implications
- Alignment and retention: Haskell’s ~1.3% ownership aligns incentives; anti‑hedging/pledging policy is favorable. Lack of severance lowers termination friction; however, a higher 2025 base ($700k) plus 100% target bonus raises fixed/near‑term cash comp while 2024 equity grants were limited for Haskell (no INV RSUs/options), potentially reducing long‑term equity‑linked exposure vs peers .
- Pay for performance: 2024 plan paid at 85% on operational/deal milestones but missed revenue milestones; the separate $2.5m transaction bonus rewards listing but not multi‑year outcomes—investors should watch 2025 STI metrics for revenue/EBITDA/TSR sharpening .
- Execution risk: Scaling remains early with low revenue run‑rate and negative Adjusted EBITDA; the 2025 goodwill impairment underscores valuation and trajectory risk for operating companies (Accelsius, AeroFlexx, Refinity). Governance features (classified board, nomination rights) can slow investor‑driven change if targets are missed .
- Trading signals: No 10b5‑1 actions and no disclosed insider sales by Haskell reduce near‑term selling pressure; his equity largely originates from the Business Combination and private‑entity units with time‑based vesting at Refinity . Continued disclosures around vesting events and any future equity grants to Haskell (RSUs/options) should be monitored for potential supply overhang .