ENTITY STRUCTURE & GOVERNANCE

Two Entities, One Mission

A brother-sister dual entity model: CaribVista Land Trust (non-profit) activates idle farmland and employs local farmers. IAGRO SAT Caribbean (for-profit) provides satellite monitoring technology at arm's length pricing. Both founded by the same person. Governed independently. Transparent to CDB.

BROTHER-SISTER MODEL // INDEPENDENT ENTITIES // COMMON FOUNDER

01 // ENTITY RELATIONSHIP

FOUNDER / COMMON LEADER

CEO of IAGRO SAT · Board of CaribVista (ex-officio, non-voting on conflicts)

SATIAGRO SAT Caribbean

FOR-PROFIT TECHNOLOGY COMPANY

Products:

Sentinel-2 satellite monitoring (10m)
ML crop health classification
NDVI/EVI/SAVI vegetation indices
Hurricane damage assessment
Carbon MRV verification
Yield forecasting models

Owns all technology IP. Can serve any client.

CLTCaribVista Land Trust

PROPOSED NON-PROFIT // NOT YET INCORPORATED

Mission:

Lease idle farmland from BADMC/owners
Employ and train local farmers
Manage crop production
Sell produce locally & for export
Distribute essential food to families in need
Reduce Caribbean food import dependency

Independent board. CDB-funded. Tax-exempt charity.

CDB FUNDING

CDB Grant → CaribVista Land Trust

SERVICE FEE

CaribVista → IAGRO SAT (arm's length)

PRODUCE SALES

Revenue → CaribVista (reinvested)

WHY TWO ENTITIES, NOT ONE

CDB grant eligibility

For-profits rarely receive CDB grants. Non-profit is the grant recipient.

Technology IP protection

IP stays in for-profit, licensed to non-profit. No mission drift risk.

Scaling beyond Barbados

For-profit sells same technology to other countries, insurers, governments.

Mission alignment

Non-profit board protects farmer interests. For-profit optimizes technology.

Tax efficiency

Non-profit is tax-exempt for charitable operations. For-profit generates taxable income.

Equity fundraising

For-profit can raise investment capital without compromising non-profit status.

02 // REAL-WORLD PRECEDENTS

This Model is Standard Practice

Mozilla Foundation + Corporation

PARENT-SUBSIDIARY

Non-profit foundation created for-profit Corporation (2005) to handle $500M+ in search revenue. Foundation owns 100% of Corporation.

Non-profit can legitimately contract with or own a for-profit when it serves the mission.

mozilla.org/foundation/moco/

Patagonia / Holdfast Collective

TRUST + NON-PROFIT

Founder transferred 100% of Patagonia to Patagonia Purpose Trust (2% voting) + Holdfast Collective (98% economic, 501(c)(4)). For-profit generates revenue, non-profit funds climate action.

For-profit can generate revenue that funds a non-profit mission while maintaining separate legal identities.

patagonia.com/ownership/

Non-Profit Hospital Systems

NON-PROFIT + FOR-PROFIT VENDOR

US non-profit hospitals routinely contract with for-profit IT/management companies. Same individuals sometimes serve on both boards. Heavily regulated, works at massive scale.

Structurally identical to CaribVista contracting IAGRO SAT. Key: independent approval, fair market pricing, annual audit.

beckershospitalreview.com

TechnoServe / Digital Green

NON-PROFIT + TECH PARTNERS

Agricultural non-profits that contract with for-profit technology providers. Funded by Gates Foundation, MacArthur, World Bank, government partners.

The non-profit-contracts-for-profit-tech-provider model is standard in agricultural development.

technoserve.org, digitalgreen.org

03 // GOVERNANCE FRAMEWORK

Board Composition & Safeguards

CaribVista Land Trust board — 7 seats, 5+ independent, founder recused on all conflict matters. Source: CDB Procurement Procedures 2021 + IRS Section 4958 governance standards.

SEAT
WHO
INDEPENDENT

Independent Chair

Barbados agriculture or business leader

YES

Community Representative

Farmer association or rural community leader

YES

Legal/Finance Expert

Attorney or CPA with non-profit governance experience

YES

Academic/Technical

UWI Cave Hill or regional agricultural research

YES

CDB Observer

CDB-appointed representative (non-voting)

YES

Founder

Ex-officio, non-voting on conflict matters

RECUSED

Staff Representative

Elected by CaribVista employees after Year 1

YES

8 GOVERNANCE SAFEGUARDS

01Independent Board Majority

At least 5 of 7 board members have NO financial relationship with IAGRO SAT

Source: CDB Procurement Procedures 2021

02Written Conflict of Interest Policy

Adopted at incorporation, signed annually by all board members and officers

Source: IRS best practice / Barbados Charities Act

03Recusal Protocol

Founder recuses from ALL votes on own compensation and any IAGRO SAT contract

Source: IRS Section 4958

04Arm's Length Pricing

All services priced at or below market rate, with competitive bids documented annually

Source: OECD Transfer Pricing Guidelines

05Annual Independent Audit

By external firm with no relationship to either entity

Source: Barbados Companies Act / CDB requirement

06Public Disclosure

Entity relationship disclosed in annual reports, grant applications, board minutes

Source: CDB due diligence requirement

07CDB Right of Review

CDB may review and approve service contract terms at any time

Source: CDB funding agreement

08Separate Bank Accounts

No commingling of funds between entities whatsoever

Source: Barbados Companies Act Cap. 308

04 // CEO COMPENSATION MODEL

Blended Model — Transparent & Defensible

95% of non-profit CEOs are compensated (IRS Form 990 data via Candid). The question is not "should the CEO be paid" but "what is reasonable." The recommended blended model: modest non-profit salary + arm's length technology service contract.

CARIBVISTA LAND TRUST

CEO Compensation

Year 1 BaseBBD 120-150K ($60-75K USD)

Year 3+ (if budget >$5M)BBD 150-200K ($75-100K USD)

BenefitsStandard (NIS, health insurance)

Performance BonusNone in first 3 years

Housing/CarNone

Below median for US land trusts ($85-130K).
Above median for Caribbean non-profit leaders ($35-65K).
Under 5% of projected operating budget.

IAGRO SAT CARIBBEAN

Service Contract (Not Personal Income)

RelationshipArm's length vendor contract

Pricing MethodCost-Plus (OECD-compliant)

Markup20% (standard for tech services)

Contract ApprovalIndependent board committee

Annual ReviewPricing benchmarked vs. alternatives

Service fees go to the company, not personally.
At full scale: $74K/yr = 0.53% of CaribVista revenue.
Validated against Farmonaut, EOSDA, Cropin, Planet Labs.

IRS REBUTTABLE PRESUMPTION TEST

If all three conditions are met, compensation is presumed reasonable and the burden shifts to the IRS: (1) Independent approval by conflict-free body · (2) Comparability data obtained before decision · (3) Concurrent documentation of basis. This standard is adopted internationally by CDB and development banks.

05 // SERVICE AGREEMENT PRICING

Six Services, One Contract

IAGRO SAT delivers crop monitoring, pest/disease early warning, irrigation recommendations, yield forecasting, hurricane damage assessment, and annual land use reporting. Base fee + per-hectare variable.

SCALE
BASE FEE
PER HA
HURRICANE
TOTAL
EFFECTIVE

Pilot (200 ha)

$18K

$45/ha

$3K

$30K

$150/ha/yr

Medium (500 ha)

$18K

$38/ha

$5K

$42K

$84/ha/yr

Full (1,500 ha)

$18K

$32/ha

$8K

$74K

$49/ha/yr

ARM'S LENGTH VALIDATION

At full scale, the $49/ha/yr rate falls within the $25-87/ha/yr range charged by independent providers for comparable full-stack services (Farmonaut $12-45/ha, EOSDA $5-10/ha basic, Cropin $5-30/ha, drone services $150-500/ha). IAGRO SAT's full stack (6 services including hurricane response) justifies placement at the 39th percentile of the comparable range. Cost-plus calculation at 20% markup: $61,600 + $12,320 = $73,920 vs. contract price of $74,000 (0.1% variance).

Sources: Farmonaut pricing page, EOSDA Crop Monitoring, Cropin enterprise, Planet Labs area-based subscriptions

06 // 5-YEAR REVENUE TRAJECTORY

Both Entities Become Self-Sustaining

CaribVista self-sustaining at ~300 ha (Year 3). IAGRO SAT breaks even at $77K annual revenue (Year 2 with one additional client). By Year 5, both entities are independent of CDB funding.

YEAR
HECTARES
CV REV
CV NET
SAT FEE
SAT TOTAL
SAT NET
FEE % REV

200

$1.4M

$416K

$30K

$45K

$-32K

2.2%

350

$2.5M

$1.0M

$36K

$75K

$-2K

1.4%

500

$4.3M

$2.1M

$42K

$120K

$28K

1.0%

1,000

$8.5M

$3.9M

$58K

$200K

$60K

0.7%

1,500

$13.9M

$6.9M

$74K

$274K

$94K

0.5%

0.53%

IAGRO SAT FEE AS % OF
CARIBVISTA REVENUE (Y5)

$6.9M

CARIBVISTA NET SURPLUS
YEAR 5

34.3%

IAGRO SAT PROFIT
MARGIN YEAR 5

07 // THE VISION

No Family in the Caribbean Should Go Hungry

Barbados is the pilot. The vision is Caribbean-wide: every CARICOM member state with idle farmland activates it through a local CaribVista chapter. Countries with surplus send food to countries with less. Essential food is given away free to all families in need. This is not charity — it is a self-sustaining food network powered by satellite intelligence, where the land itself pays for the system.

BB

Barbados

13,468

IDLE HECTARES

PILOT

JM

Jamaica

85,000

IDLE HECTARES

PHASE 2

TT

Trinidad & Tobago

22,000

IDLE HECTARES

PHASE 2

GY

Guyana

180,000

IDLE HECTARES

PHASE 3

SR

Suriname

45,000

IDLE HECTARES

PHASE 3

BZ

Belize

38,000

IDLE HECTARES

PHASE 3

LC

Saint Lucia

8,500

IDLE HECTARES

PHASE 4

GD

Grenada

6,200

IDLE HECTARES

PHASE 4

CARIBBEAN FOOD REDISTRIBUTION NETWORK

Surplus Countries

Guyana, Belize, and Suriname have massive idle land. At scale, they produce surplus beyond domestic needs. Surplus food enters the network.

Redistribution

A percentage of crop production — instead of being sold at discount — is allocated as essential food for distribution to families in need across the Caribbean.

How It Pays for Itself

70% of production is sold commercially (domestic + export). Revenue covers all costs. 30% export crops (hot peppers, spices, organic) generate premium margins. The model is self-sustaining — not dependent on perpetual grants.

ALIGNED WITH CARICOM VISION 25 BY 2030 // 25% REDUCTION IN FOOD IMPORT BILL

08 // LEGAL FORMATION — BARBADOS

CaribVista Land Trust Incorporation

STEP 1

Incorporate Non-Profit Company

Barbados Companies Act, Section 314(1)
Articles pre-approved by the Minister
File with CAIPO: Form 33 (name, BDS$30), Form 2 (articles), Form 4 (address), Form 9 (directors)
Must state: no dividends, assets transfer to charity on dissolution

STEP 2

Charities Act, Cap. 243
At least two trustees
Charitable objects: relief of poverty, advancement of agriculture, community benefit, environmental conservation
Audited financial statements required

STEP 3

Obtain Tax Exemption

Non-profit registered as charity is eligible for tax exemptions
Failure to register = no exemptions for that income year
Barbados corporate tax rate: 25% (avoided with charity registration)

STEP 4

Execute Service Agreement

Formal SLA between CaribVista and IAGRO SAT
Approved by independent board committee
Founder recused from approval vote
CDB right of review included in agreement

ESTIMATED TIMELINE: ~6 WEEKS FOR COMPANY REGISTRATION // CHARITY REGISTRATION TIMELINE VARIES
SOURCE: CAIPO.GOV.BB // BARBADOS COMPANIES ACT CAP. 308 // CHARITIES ACT CAP. 243

09 // CDB ENGAGEMENT

Total CDB Ask: $1.5M

$800K

TECHNICAL ASSISTANCE GRANT

Land Trust formation, initial operations, farmer training, equipment, first-year monitoring

$700K

CONCESSIONAL LOAN

Working capital, irrigation infrastructure, cold storage, equipment financing. Repaid from produce revenue.

WHAT CDB GETS

A replicable model for activating idle farmland across the entire CARICOM region. If Barbados works, CDB can deploy the same structure in Jamaica, Trinidad, Guyana, Belize, Saint Lucia, Grenada, Suriname. One investment creates the template for Caribbean food sovereignty.

CARIBVISTA BARBADOS DOSSIER

Executive Brief

3-screen hook

Agriculture Feasibility

30 sections, satellite data

CaribVista | IAGRO SAT Caribbean // Entity Structure & Governance // 2026-02-23

CaribVista Land Trust is a proposed entity, not yet incorporated.

Contact: partnerships@iagrosat.com