ENTITY STRUCTURE & GOVERNANCE // TRINIDAD & TOBAGO
Two Entities, One Mission
A brother-sister dual entity model: CaribVista T&T Land Trust (non-profit) activates 78,740 hectares of idle grassland, including former Caroni (1975) Ltd estates. IAGRO SAT Caribbean (for-profit) provides satellite monitoring technology at arm's length pricing. Partnering with NAMDEVCO and ECIAF for market access and agricultural research.
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 T&T Land Trust
PROPOSED NON-PROFIT // NOT YET INCORPORATED
Mission:
- Lease idle farmland from former Caroni estates / state lands
- Employ and train local farmers via NAMDEVCO network
- Rehabilitate Trinitario cocoa heritage estates
- Sell produce locally & for export
- Distribute essential food to families in need
- Reduce T&T's 85% food import dependency
Independent board. CDB-funded. Tax-exempt charity.
CDB FUNDING
CDB Grant → CaribVista T&T Land Trust
SERVICE FEE
CaribVista → IAGRO SAT (arm's length)
PRODUCE SALES
Revenue → CaribVista (reinvested)
TRINIDAD & TOBAGO-SPECIFIC PARTNERSHIPS
NAMDEVCO
National Agricultural Marketing and Development Corporation. Wholesale market infrastructure, price reporting, farmer-to-market linkages. Critical for produce distribution across both islands.
namdevco.com
ECIAF / UWI St. Augustine
Eastern Caribbean Institute of Agriculture and Forestry and UWI Faculty of Food and Agriculture. Research partnerships, cocoa rehabilitation expertise, soil science support.
sta.uwi.edu
Cocoa Development Company
Heritage Trinitario cocoa rehabilitation. Fine-flavour cocoa commands $8K-45K/ha premiums. Links to International Cocoa Organisation (ICCO) certification.
cocoadevelopmentcompany.com
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.
Post-oil diversification
For-profit sells same technology to energy companies transitioning to agriculture.
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 T&T Land Trust board — 7 seats, 5+ independent, founder recused on all conflict matters. NAMDEVCO liaison ensures alignment with T&T's national market development infrastructure.
SEAT
WHO
INDEPENDENT
Independent Chair
T&T agriculture or business leader
YES
Community Representative
Farmers association or former Caroni workers rep
YES
Legal/Finance Expert
Attorney or CPA with non-profit governance experience
YES
Academic/Technical
UWI St. Augustine or ECIAF agricultural research
YES
CDB Observer
CDB-appointed representative (non-voting)
YES
NAMDEVCO Liaison
National Agricultural Marketing and Development Corp. rep
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 / T&T Non-Profit Organisations Act 2019
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: T&T 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: T&T Companies Act 2019
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 T&T LAND TRUST
CEO Compensation
Year 1 BaseTTD 400-500K ($60-75K USD)
Year 3+ (if budget >$8M)TTD 500-670K ($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 T&T non-profit leaders ($45-70K).
Under 4% of projected operating budget.
Above median for T&T non-profit leaders ($45-70K).
Under 4% 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: $124K/yr = 0.46% of CaribVista revenue.
Validated against Farmonaut, EOSDA, Cropin, Planet Labs.
At full scale: $124K/yr = 0.46% 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. T&T scale: 300 ha pilot on former Caroni estates to 3,000 ha full activation.
SCALE
BASE FEE
PER HA
HURRICANE
TOTAL
EFFECTIVE
Pilot (300 ha)
$20K
$44/ha
$4K
$37K
$124/ha/yr
Medium (1,000 ha)
$20K
$36/ha
$8K
$64K
$64/ha/yr
Full (3,000 ha)
$20K
$30/ha
$14K
$124K
$41/ha/yr
ARM'S LENGTH VALIDATION
At full scale, the $41/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 this pricing. T&T's oil-sector expertise means strong institutional capacity for technology adoption.
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 T&T self-sustaining at ~500 ha (Year 2). IAGRO SAT breaks even on T&T contract alone by Year 2. By Year 5, both entities are independent of CDB funding. Former Caroni estates provide immediate large-scale land access.
YEAR
HECTARES
CV REV
CV NET
SAT FEE
SAT TOTAL
SAT NET
FEE % REV
Y1
300
$2.1M
$540K
$37K
$56K
$-18K
1.8%
Y2
700
$5.2M
$2.0M
$52K
$105K
$12K
1.0%
Y3
1,200
$9.8M
$4.7M
$68K
$175K
$48K
0.7%
Y4
2,000
$17.5M
$8.0M
$92K
$280K
$95K
0.5%
Y5
3,000
$27.2M
$13.2M
$124K
$400K
$155K
0.5%
0.46%
IAGRO SAT FEE AS % OF
CARIBVISTA REVENUE (Y5)
CARIBVISTA REVENUE (Y5)
$13.2M
CARIBVISTA NET SURPLUS
YEAR 5
YEAR 5
38.8%
IAGRO SAT PROFIT
MARGIN YEAR 5
MARGIN YEAR 5
07 // THE VISION
No Family in the Caribbean Should Go Hungry
Trinidad & Tobago is the proof of post-oil transition. With 78,740 hectares of idle grassland — 157x more than current cropland — and the legacy of the Caroni sugar collapse, T&T demonstrates that resource-dependent economies can pivot to food sovereignty. Trinitario cocoa alone generates premium export revenue. 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
TT
Trinidad & Tobago
78,740
IDLE HECTARES
PHASE 2 — ACTIVE
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
T&T as Post-Oil Pioneer
78,740 ha idle grassland is 157x current cropland — the most extreme ratio in the Caribbean. Former Caroni estates provide ready infrastructure. This is post-oil diversification made real.
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. Trinitario cocoa ($8K-45K/ha), Moruga Scorpion peppers ($40K-100K/ha) 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 — TRINIDAD & TOBAGO
CaribVista T&T Land Trust Incorporation
STEP 1
Incorporate Non-Profit Company
- Trinidad and Tobago Companies Act (2019)
- Company limited by guarantee filed with Companies Registry
- Memorandum and Articles of Association reviewed by Registrar
- Must state: no dividends, assets transfer to charity on dissolution
STEP 2
Register under NPO Act
- Non-Profit Organisations Act (2019)
- Registration with FIU-designated Supervisory Authority
- Charitable objects: relief of poverty, advancement of agriculture, community benefit, environmental conservation
- Annual reporting and compliance requirements
STEP 3
Obtain Tax Exemption
- Apply to Board of Inland Revenue for tax-exempt status
- Corporation Tax exemption for charitable activities
- VAT zero-rating for agricultural inputs
- Import duty concessions for agricultural machinery and equipment
STEP 4
Execute Service Agreement
- Formal SLA between CaribVista T&T and IAGRO SAT
- Approved by independent board committee
- Founder recused from approval vote
- CDB right of review included in agreement
ESTIMATED TIMELINE: ~10 WEEKS FOR COMPANY REGISTRATION // NPO REGISTRATION TIMELINE VARIES
SOURCE: COMPANIES REGISTRY, MINISTRY OF LEGAL AFFAIRS // COMPANIES ACT 2019 // NPO ACT 2019
SOURCE: COMPANIES REGISTRY, MINISTRY OF LEGAL AFFAIRS // COMPANIES ACT 2019 // NPO ACT 2019
09 // CDB ENGAGEMENT
Total CDB Ask: $2.0M
$800K
TECHNICAL ASSISTANCE GRANT
Land Trust formation, initial operations, farmer training, cocoa rehabilitation programme, 300 ha pilot on former Caroni estates
$1.2M
CONCESSIONAL LOAN
Working capital, irrigation infrastructure, cold chain logistics, Trinitario cocoa nursery, NAMDEVCO market linkage. Repaid from produce revenue.
WHAT CDB GETS
Trinidad & Tobago is the post-oil transition proof point. With 78,740 hectares of idle grassland, the Caroni estate legacy, and the world-renowned Trinitario cocoa heritage, T&T demonstrates that Caribbean economies dependent on extractive industries can pivot to food sovereignty. Success here strengthens the case for Guyana (also oil-dependent, 180K ha idle).
CARIBVISTA TRINIDAD & TOBAGO 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 // Trinidad & Tobago // 2026-02-23
CaribVista T&T Land Trust is a proposed entity, not yet incorporated.
Contact: partnerships@iagrosat.com