ENTITY STRUCTURE & GOVERNANCE // JAMAICA
Two Entities, One Mission
A brother-sister dual entity model: CaribVista Jamaica Land Trust (non-profit) activates 179,585 hectares of idle grassland. IAGRO SAT Caribbean (for-profit) provides satellite monitoring technology at arm's length pricing. Partnering with RADA and Agro-Invest Corporation for farmer training and market access.
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 Jamaica Land Trust
PROPOSED NON-PROFIT // NOT YET INCORPORATED
Mission:
- Lease idle farmland from NLA/Agro-Invest Corp
- Employ and train local farmers via RADA network
- Manage crop production across 14 parishes
- Sell produce locally & for export
- Distribute essential food to families in need
- Reduce Jamaica's 80% food import dependency
Independent board. CDB-funded. Tax-exempt charity.
CDB FUNDING
CDB Grant → CaribVista Jamaica Land Trust
SERVICE FEE
CaribVista → IAGRO SAT (arm's length)
PRODUCE SALES
Revenue → CaribVista (reinvested)
JAMAICA-SPECIFIC PARTNERSHIPS
RADA Extension Network
Rural Agricultural Development Authority provides extension officers across all 14 parishes. Training, input distribution, and farmer liaison built into CaribVista operations.
rada.gov.jm
Agro-Invest Corporation
Government agency managing state agricultural lands. Access to idle farmland for leasing, farmer registration, and market access support.
agroinvest.gov.jm
Jamaica Agricultural Society
Oldest farmer organization (est. 1895). Community-level farmer mobilization, cooperative management, and local governance representation on board.
jas.gov.jm
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 Jamaica
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 Jamaica Land Trust board — 7 seats, 5+ independent, founder recused on all conflict matters. RADA liaison ensures alignment with Jamaica's national agricultural extension network.
SEAT
WHO
INDEPENDENT
Independent Chair
Jamaica agriculture or business leader
YES
Community Representative
Jamaica Agricultural Society (JAS) representative
YES
Legal/Finance Expert
Attorney or CPA with non-profit governance experience
YES
Academic/Technical
UWI Mona or CASE agricultural research
YES
CDB Observer
CDB-appointed representative (non-voting)
YES
RADA Liaison
Rural Agricultural Development Authority representative
YES
Founder
Ex-officio, non-voting on conflict matters
RECUSED
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 / Jamaica Charities Act 2013
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: Jamaica 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: Jamaica Companies Act 2004
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 JAMAICA LAND TRUST
CEO Compensation
Year 1 BaseJMD 9-12M ($60-75K USD)
Year 3+ (if budget >$10M)JMD 12-15M ($75-100K USD)
BenefitsStandard (NIS, NHT, health insurance)
Performance BonusNone in first 3 years
Housing/CarNone
Below median for US land trusts ($85-130K).
Above median for Jamaica non-profit leaders ($40-65K).
Under 3% of projected operating budget.
Above median for Jamaica non-profit leaders ($40-65K).
Under 3% 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: $164K/yr = 0.43% of CaribVista revenue.
Validated against Farmonaut, EOSDA, Cropin, Planet Labs.
At full scale: $164K/yr = 0.43% 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. Jamaica scale: 500 ha pilot to 5,000 ha full activation.
SCALE
BASE FEE
PER HA
HURRICANE
TOTAL
EFFECTIVE
Pilot (500 ha)
$24K
$42/ha
$5K
$50K
$100/ha/yr
Medium (2,000 ha)
$24K
$35/ha
$12K
$106K
$53/ha/yr
Full (5,000 ha)
$24K
$28/ha
$20K
$184K
$37/ha/yr
ARM'S LENGTH VALIDATION
At full scale, the $37/ha/yr rate falls well 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 this pricing. Jamaica's larger scale (5,000 ha vs. 1,500 ha Barbados) delivers better per-hectare economics.
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 Jamaica self-sustaining at ~800 ha (Year 2). IAGRO SAT breaks even with Jamaica contract alone by Year 2. By Year 5, both entities are independent of CDB funding. Jamaica's 5,000 ha scale makes this the flagship deployment.
YEAR
HECTARES
CV REV
CV NET
SAT FEE
SAT TOTAL
SAT NET
FEE % REV
Y1
500
$3.2M
$860K
$50K
$75K
$-15K
1.6%
Y2
1,200
$7.8M
$3.1M
$72K
$145K
$25K
0.9%
Y3
2,000
$14.2M
$7.0M
$94K
$240K
$68K
0.7%
Y4
3,500
$25.0M
$11.5M
$128K
$390K
$130K
0.5%
Y5
5,000
$38.5M
$19.1M
$164K
$540K
$210K
0.4%
0.43%
IAGRO SAT FEE AS % OF
CARIBVISTA REVENUE (Y5)
CARIBVISTA REVENUE (Y5)
$19.1M
CARIBVISTA NET SURPLUS
YEAR 5
YEAR 5
38.9%
IAGRO SAT PROFIT
MARGIN YEAR 5
MARGIN YEAR 5
07 // THE VISION
No Family in the Caribbean Should Go Hungry
Jamaica is the keystone. With 179,585 hectares of idle grassland — more than any other Caribbean island — Jamaica has the capacity to become the region's food basket. Combined with Barbados (pilot), Trinidad & Tobago, and the mainland nations, the CaribVista network covers 8 CARICOM states. 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.
BB
Barbados
13,468
IDLE HECTARES
PILOT
JM
Jamaica
179,585
IDLE HECTARES
PHASE 2 — ACTIVE
TT
Trinidad & Tobago
78,740
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
Jamaica as Hub
179,585 ha idle grassland is 20.7x current cropland. Jamaica becomes the regional production hub, with RADA's 14-parish extension network enabling rapid farmer onboarding.
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. Blue Mountain Coffee, Scotch Bonnet, and ginger generate premium export 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 — JAMAICA
CaribVista Jamaica Land Trust Incorporation
STEP 1
Incorporate Non-Profit Company
- Jamaica Companies Act (2004), Section 6(1)
- Articles of Incorporation filed with Companies Office of Jamaica (COJ)
- Company limited by guarantee (no share capital)
- Must state: no dividends, assets transfer to charity on dissolution
STEP 2
Register as Charity
- Jamaica Charities Act (2013)
- Registration with Department of Co-operatives and Friendly Societies
- Charitable objects: relief of poverty, advancement of agriculture, community benefit, environmental conservation
- Audited financial statements required
STEP 3
Obtain Tax Exemption
- Apply to Commissioner of Taxpayer Audit and Assessment Dept.
- Income tax exemption under Section 12(h) of the Income Tax Act
- GCT exemption for agricultural inputs
- Import duty waivers for agricultural machinery
STEP 4
Execute Service Agreement
- Formal SLA between CaribVista Jamaica and IAGRO SAT
- Approved by independent board committee
- Founder recused from approval vote
- CDB right of review included in agreement
ESTIMATED TIMELINE: ~8 WEEKS FOR COMPANY REGISTRATION // CHARITY REGISTRATION TIMELINE VARIES
SOURCE: COJ.GOV.JM // JAMAICA COMPANIES ACT 2004 // CHARITIES ACT 2013
SOURCE: COJ.GOV.JM // JAMAICA COMPANIES ACT 2004 // CHARITIES ACT 2013
09 // CDB ENGAGEMENT
Total CDB Ask: $3.5M
$1.5M
TECHNICAL ASSISTANCE GRANT
Land Trust formation, initial operations, RADA farmer training programme, equipment, 500 ha pilot across 3 parishes
$2.0M
CONCESSIONAL LOAN
Working capital, irrigation infrastructure, cold chain logistics, Blue Mountain Coffee rehabilitation. Repaid from produce revenue.
WHAT CDB GETS
Jamaica is the largest island deployment in the CaribVista network. With 179,585 hectares of idle grassland and RADA's existing 14-parish extension infrastructure, Jamaica demonstrates the model at scale. Success here proves the template works beyond small-island states, unlocking Guyana (180K ha), Trinidad (78K ha), and the full CARICOM network.
CARIBVISTA JAMAICA DOSSIER
Executive Brief
3-screen hook
Agriculture Feasibility
Costs, crops, yields
Proof Annex
Every number sourced
Full Dossier
30 sections, satellite data
CaribVista | IAGRO SAT Caribbean // Entity Structure & Governance // Jamaica // 2026-02-23
CaribVista Jamaica Land Trust is a proposed entity, not yet incorporated.
Contact: partnerships@iagrosat.com