Sarfraz Habib
About Sarfraz Habib
Sarfraz Habib, age 53, has served as Chief Financial Officer (CFO) of Pineapple Financial Inc. (PAPL) since April 10, 2023; he is a Chartered Accountant with 25+ years in finance and accounting, including roles at publicly listed organizations and as Controller and board member at Keystroke Group Inc. where he streamlined finance processes and was twice named Employee of the Year . Company performance context: revenues were $2.50 million in FY 2023 and $2.69 million in FY 2024*, while EBITDA was -$3.25 million (FY 2023)* and -$3.74 million (FY 2024)*. Values with asterisks retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Keystroke Group Inc. | Controller; Board Member | Not disclosed | Streamlined accounting/finance processes; twice “Employee of the Year” |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Keystroke Group Inc. | Board Member | Not disclosed | Governance role noted in biography |
Fixed Compensation
| Component | FY 2023 | FY 2024 | Source |
|---|---|---|---|
| Base Salary (Employment Agreement) | — | $133,668 | Employment agreement (effective 4/10/2023) |
| Actual Salary Paid | $50,125 | $133,362 | Summary Compensation Table |
| Bonus Paid | — | — | No bonus paid disclosed in SCT |
| Pension/Deferred Comp | — | — | Company states no pension or deferred comp plan |
The proxy/10-K do not disclose a target bonus percentage for Mr. Habib .
Performance Compensation
No performance-based incentive metrics, weights, or payouts are disclosed for Mr. Habib; the Summary Compensation Table shows no non-equity incentive plan compensation for FY 2023–FY 2024 .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed | — | — | — | — | — |
Equity Ownership & Alignment
| Record Date | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Sept. 30, 2025 (Record Date for Special Meeting) | 16,069 | 1.19% | As reported in DEF 14A |
| Jan. 17, 2025 (Pro forma ownership) | — | — | Not shown for Mr. Habib in table |
| Award Type | Quantity | Exercise/Strike | Vesting/Exercisability | Source |
|---|---|---|---|---|
| RSUs | 5,023 | Nil | Exercisable as of July 16, 2025 | Footnote (2) in DEF 14A |
| Options | 11,046 | US$1.30 | Not disclosed (see Stock Option Plan terms) | Footnote (2) in DEF 14A |
Stock Option Plan mechanics (company-wide): unvested options automatically vest upon “acceleration events” (e.g., bona fide formal offer leading to a transaction), and options typically expire within 90 days after termination (subject to any employment contract), with maximum five-year expiry from award date .
No disclosures found on pledging/hedging by Mr. Habib or stock ownership guideline requirements for him [Search across DEF 14A documents returned no results] .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Start Date | April 10, 2023 (appointed CFO) | 10-K Item 10 |
| Base Salary (Agreement) | $133,668 per annum | DEF 14A |
| Bonus/Equity | Not disclosed in employment agreement; equity holdings shown separately | DEF 14A/10-K |
| Severance | Not disclosed for Mr. Habib; company notes no contracts providing payments at termination/change-in-control for NEOs except as otherwise described (none for Habib) | 10-K Item 11 |
| Change-of-Control (CIC) | Stock Option Plan: automatic vesting of all outstanding unvested options upon acceleration events (transaction completion); Board may accelerate exercise restrictions | DEF 14A (Stock Option Plan) |
| Post-termination Option Treatment | Options expire 90 days after termination (not death), subject to contract; max 12 months post-death; not beyond original option period | DEF 14A (Stock Option Plan) |
| Clawback / Tax Gross-ups | Not disclosed | DEF 14A/10-K |
| Non-compete/Non-solicit | Not disclosed for Mr. Habib | DEF 14A/10-K |
Company Performance Context (for Habib’s tenure)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues (USD) | $2,502,264 | $2,688,987* | N/A* |
| EBITDA (USD) | -$3,249,384* | -$3,741,108* | N/A* |
Values with asterisks retrieved from S&P Global.
Governance and Compensation Oversight
- Compensation Committee: Drew Green, Paul Baron, and Tasis Giannoukakis; Board determined each is independent under NYSE American standards and SEC rules; the committee oversees executive/director compensation and long-term incentive/equity plans .
Say-on-Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Votes Abstain | Source |
|---|---|---|---|---|
| Advisory vote on NEO compensation (Feb. 29, 2024) | 1,949,785 | 131 | 1,530 | 8-K Item 5.07 (Mar. 5, 2024) |
Additional Notes
- Section 16(a) Compliance: Company states executives/directors complied timely with Forms 3, 4, and 5 filings as of the proxy date .
- Insider trading analysis: Attempted Form 4 retrieval via insider-trades skill was not authorized (HTTP 401). No Form 4 details can be included at this time.
Investment Implications
- Alignment: Mr. Habib’s compensation is predominantly fixed cash salary with modest equity exposure (5,023 RSUs and 11,046 options at $1.30); beneficial ownership rose to 1.19% as of the Sept. 2025 record date, which offers some alignment but remains limited for a CFO .
- Incentive design: No disclosed performance-based bonus structure or targets, and no non-equity incentive payouts for FY 2023–FY 2024, reducing near-term pay-for-performance leverage and potentially weakening operating KPI alignment .
- Event risk: Stock Option Plan provides automatic vesting on acceleration events, which can increase equity overhang/selling pressure around deal activity; options expire 90 days post-termination, offering moderate retention pressure but also protecting shareholders from prolonged post-departure exercisability .
- Financial backdrop: Revenue growth from FY 2023 to FY 2024 with continued negative EBITDA underscores execution challenges; absent disclosed incentive metrics tied to profitability or cash flow, the comp framework may not directly reinforce margin improvement*. Values with asterisks retrieved from S&P Global.
- Shareholder sentiment: Strong say-on-pay support in Feb. 2024 suggests limited investor concern about executive pay design at that time, though transparency on metrics and clawbacks would be welcomed as governance best practice .