Kimball Carr
About Kimball Carr
Kimball Carr is Chair of the Board, President and Chief Executive Officer of Inspire Veterinary Partners (IVP), serving as CEO since February 2021 and appointed Board Chair in May 2025 . Age 55, Carr’s background includes elevated leadership roles at Starbucks Coffee Company, Mars Incorporated, and Trupanion Medical Insurance, with continuing education at the University of Virginia Darden Business School’s executive MBA program (2004–2006) and early education in journalism . The company operates 13 clinics across nine states as of FY2024, growing primarily through acquisitions; IVP reported total revenue of $16.6M in FY2024 while remaining loss-making, with going-concern language noted by auditors, underscoring execution and financing risk during Carr’s tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Starbucks Coffee Company | Elevated leadership roles | Not disclosed | Led large teams; contributed to multi-year growth strategies and scaled operations |
| Mars Incorporated | Elevated leadership roles | Not disclosed | Deep experience in field operations and turnarounds; built effective leadership teams |
| Trupanion Medical Insurance | Elevated leadership roles | Not disclosed | Industry ties in pet care; leveraged access to sector talent |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ocean 35 Inc. | President | Mar 2018–present | Operates retail brands in surfing/skateboarding; youth sports education support |
| Grom Coast Surf & Skate | Owner/Founder | From Mar 2018 (closed) | Regional surf shop; entrepreneurial experience |
| Blue Heron Consulting | Director of Learning & Development | Dec 2019–Feb 2021 | Operational, financial, and medical team coaching for veterinary practices |
| Banfield Associate Relief Fund | President (volunteer) | Not disclosed | Employee assistance program; disaster relief (Hurricane Sandy) |
Fixed Compensation
Multi-year summary (CEO):
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $233,630 | $250,000 |
| Bonus ($) | $0 (no bonus paid) | $0 (no bonus paid) |
| Option Awards ($) | $0 | $0 |
| Non-Equity Incentive ($) | $0 | $0 |
| All Other Compensation ($) | $17,061 | $16,486 |
| Total ($) | $250,691 | $266,486 |
Base salary tiers (as governed by employment agreement terms for 2024):
| Annual Revenue | Base Salary |
|---|---|
| Up to $7,500,000 | $175,000 |
| $7,500,000 | $225,000 |
| $15,000,000 | $250,000 |
| $20,000,000 | $300,000 |
| $25,000,000 | To be negotiated |
Performance Compensation
Structure and 2024 outcomes:
| Metric | Target | Payout Curve | Actual 2024 Payout | Vesting/Instrument |
|---|---|---|---|---|
| Annual Revenue Bonus | 15% of base salary | 125% if ≥110%; 100% if 100–109%; 95% if 95–99%; 90% if 90–94%; 0% if <90% | $0 (no bonus paid in 2024) | Cash bonus (none paid) |
| Profit Bonus | 15% of base salary | Same curve as revenue bonus | $0 (no bonus paid in 2024) | Cash bonus (none paid) |
| Stock Bonus (discretionary) | 10–14% of base salary | Board discretion based on revenue/profit | $0 (no shares granted in 2024) | Fully vested Class A or B shares when awarded |
Notes:
- No CEO incentive payouts were made in 2024; performance bonus targets and curves remain defined but contingent on target attainment .
Equity Ownership & Alignment
Current beneficial ownership and instruments:
| Instrument | Shares/Detail | Terms/Status | Ownership % |
|---|---|---|---|
| Class A Common | 92,624 shares (incl. options and warrant) | Includes 92,593 fully vested options at $1.62 and 20-share warrant at $6,000 | 2.5% of Class A |
| Class B Common | 333,250 shares | 25 votes per share; convertible 1:1 into Class A | 11.0% of Class B |
| Combined Voting/Ownership | N/A | N/A | 6.3% total combined ownership |
| Options (CEO) | 92,593 shares @ $1.62 | Fully vested; exercisability not time-limited disclosed | N/A |
| Warrant (CEO) | 20 shares @ $6,000 | Issued Jan 1, 2023 for loan guaranty; expires Jan 1, 2028 | N/A |
| Pledging/Hedging Policy | Company permits pledging/short-term/speculative transactions (no prohibition) | Risk factor: aligned ownership can be hedged; pledging permitted | N/A |
Ownership as of 2024 proxy reference:
| Instrument | June 26, 2024 Snapshot |
|---|---|
| Class A Common | 777 shares (incl. 500-share warrant) |
| Class B Common | 333,250 shares |
| Warrant | 500 Class A shares @ $400×0.60 per share; 5-year term from Jan 1, 2023 |
Employment Terms
| Term | Detail |
|---|---|
| CEO start date | February 2021 |
| Employment agreements | Initial agreement dated July 8, 2021; extended July 7, 2024 to Feb 1, 2025; new agreement effective Feb 10, 2025 |
| Term length | Original 3-year term; renewable for one-year terms by Board vote (CEO abstains) |
| Base salary linkage | Tiered to annual revenue levels (see table above) |
| Bonus mechanics | Revenue and Profit bonuses, each 15% of base salary target; payout curve 90–125% as listed |
| Stock bonus | Discretionary; 10–14% of base salary; fully vested shares when awarded |
| Non-compete / Non-solicit | 2-year non-solicit of employees and clients; confidentiality covenants |
| Termination for Cause (Company) | Death; incapacity; disloyalty/dishonesty; gross neglect or material failure; legal violations; material breach not cured within 10 days; reputational harm acts/omissions |
| Good Reason (Executive) | Company breach; material reduction in duties; relocation >30 miles from Virginia Beach; change in control (notice within six months) |
| Severance (non-CIC) | One year of then-current base salary (subject to release) |
| Severance (CIC within six months) | One year of base salary plus discretionary pro rata stock bonus (subject to release) |
| Governing law | Commonwealth of Virginia |
Board Governance
- Dual role: Carr serves as combined Chair of the Board and CEO; the Board explicitly prefers flexibility and currently believes combined roles provide unified leadership. The Board evaluates leadership structure annually; there is no Lead Independent Director, though non-management directors meet in executive session quarterly without the Chair .
- Independence: All directors except Carr and Charles Stith Keiser are independent under Nasdaq and SEC rules .
- Committees: Fully independent membership; Audit (Watters—Chair; Balatsos; Alexander), Compensation (Murphy—Chair; Thomas-Mackey), Governance & Nominating (Alexander—Chair; Watters) .
- Board/Committee attendance: Four Board meetings in 2024; each director attended ≥75% of aggregate Board and committee meetings .
Committee membership snapshot (2025):
| Director | Independent | Audit | Compensation | Governance & Nominating |
|---|---|---|---|---|
| Kimball Carr | No | |||
| Larry Alexander | Yes | Member | Chair | |
| Phillip Balatsos | Yes | Member | ||
| Charles Stith Keiser | No | |||
| Anne Murphy | Yes | Chair | ||
| Erinn Thomas-Mackey, DVM | Yes | Member | ||
| Timothy Watters | Yes | Chair | Member |
Director compensation (non-employee directors):
| Component | 2024 Amount |
|---|---|
| Annual cash retainer | $36,000 |
| Annual committee fee | $5,000 (if serving on committees) |
| Options (Sept 26, 2024) | Fully vested options at $17 exercise price; awards sized per director; example: 1,447 options for most directors |
Note: Carr receives no director fees as an employee; his compensation is captured under executive compensation .
Related Party Transactions and Controls
- Star Circle Advisory Group LLC: Financial consulting agreement dated Aug 2, 2022; partially owned and controlled by CEO Kimball Carr; incurred $284,900 of expenses in 2023; terminated in Q4 2023 .
- Blue Heron Consulting (BHC): Director Charles Stith Keiser affiliated; Company paid ~$1.1M during term; terminated Q4 2023; $83,168 paid for ad hoc services in 2024 .
- CEO Warrant: Issued 1/1/2023 for 20 Class A shares at $6,000/share in consideration for loan guaranty; expires 1/1/2028 .
- Auditor change and controls: Company dismissed Kreit & Chiu (K&C) on 10/16/2025; K&C had noted material weaknesses in internal control and going concern explanatory paragraphs in 2024 and 2023 audits; M&K CPAS appointed for 2025 .
- Clawback policy: Executive incentive compensation recovery policy adopted pursuant to Exchange Act Section 10D, Nasdaq Listing Rule 5608; administered by Compensation Committee .
- Hedging/pledging: No prohibitions on pledging, short sales, and speculative transactions by directors/officers .
Equity Ownership & Voting Control Context
- Class structure: Class A (1 vote/share) and Class B (25 votes/share; convertible 1:1 to Class A). As of Oct 14, 2025, 3,647,610 Class A and 3,020,750 Class B shares outstanding .
- Significant holders: Wilderness Trace Veterinary Partners (controlled by director Keiser) holds 2,150,000 Class B (71.2% of Class B; 32.2% combined ownership); Peter Lau 537,500 Class B; Armistice Capital holds 228,584 Class A .
Risk Indicators & Red Flags
- Combined Chair/CEO without a lead independent director; potential governance discount risk .
- Material weaknesses in internal controls and auditor going-concern language for 2024 and 2023; execution and financing risks remain elevated .
- Related-party transactions involving CEO-owned and director-affiliated entities (Star Circle; BHC); though terminated, historically present alignment concerns .
- No prohibition on pledging/hedging; potential misalignment risk if executives hedge exposures .
- Nasdaq listing compliance challenges in 2024–2025 (bid price and equity deficiencies addressed via reverse splits and financings), implying capital markets volatility and dilution risk .
Investment Implications
- Pay-for-performance alignment: CEO cash compensation is explicitly linked to revenue/profit targets with defined payout curves; absence of 2024 bonuses indicates discipline when targets are not met, a positive alignment signal .
- Retention and selling pressure: Fully vested options (92,593 @ $1.62) and a warrant expiring in 2028 create potential future selling pressure, particularly if liquidity is needed or pledging is used; the lack of pledging restrictions increases risk .
- Governance considerations: Combined Chair/CEO structure without a lead independent director and prior related-party arrangements argue for a governance discount; however, committees are fully independent and a formal clawback policy is in place, partially mitigating risk .
- Execution risk: Persistent losses, going-concern commentary, and auditor-noted control weaknesses point to elevated execution and financing risks; equity holders should expect continued dilution risk tied to capital raises and ATM usage .