ENTITY STRUCTURE & GOVERNANCE

Two Entities, One Mission, Two Islands

A brother-sister dual entity model adapted for SKN's federal structure: CaribVista SKN Land Trust (non-profit) activates former sugar estates and employs local farmers. IAGRO SAT Caribbean (for-profit) provides satellite monitoring technology at arm's length pricing. Nevis Island Administration coordination built into governance.

BROTHER-SISTER MODEL // DUAL-ISLAND GOVERNANCE // SKIPA INTEGRATION
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
  • Estate-level yield forecasting
Owns all technology IP. Can serve any client.
CLTCaribVista SKN Land Trust
PROPOSED NON-PROFIT // NOT YET INCORPORATED
Mission:
  • Lease former SSMC estates from government
  • Employ and retrain displaced sugar workers
  • Manage diversified food production
  • Coordinate with NIA for Nevis operations
  • Distribute food to families in need
  • Reduce 95% food import dependency
Independent board. Development finance funded. Tax-exempt charity.
DEVELOPMENT FINANCE
Grant (CDB/IDB) → CaribVista SKN Land Trust
SERVICE FEE
CaribVista → IAGRO SAT (arm's length)
CBI INVESTMENT
CBI Programme → Agricultural infrastructure
WHY TWO ENTITIES, NOT ONE
Development finance grant eligibility
For-profits rarely receive CDB/IDB grants. Non-profit is the grant recipient.
Technology IP protection
IP stays in for-profit, licensed to non-profit. No mission drift risk.
CBI integration
CBI funds flow to non-profit (food sovereignty). For-profit earns service fees.
Dual-island governance
Non-profit board includes NIA representative. For-profit serves both islands.
Tax efficiency
Non-profit is tax-exempt for charitable operations under SKN Non-Profit Organisations Act 2017.
Scaling beyond SKN
For-profit sells same technology to other Caribbean nations, insurers, governments.
02 // SKN INSTITUTIONAL LANDSCAPE

Key Institutions & Asset Base

SKIPASt Kitts Investment Promotion Agency
Facilitates agricultural investment: duty-free equipment imports, tax concessions, land access coordination. Gate-keeper for CBI-funded investment projects.
Primary channel for investment incentives. Can create CBI-funded agricultural investment category.
NIANevis Island Administration
Autonomous government of Nevis under federal constitution. Manages Nevis land, agriculture, and economic development independently.
Nevis operations require separate NIA coordination. Board seat ensures dual-island governance.
National Land CommissionGovernment Land Management
Manages former SSMC estates (3,800+ ha) acquired through sugar industry debt settlement. Controls lease terms for agricultural reuse.
Primary source of agricultural land. Lease terms: EC$100-300/ha/year for agricultural use.
CBI UnitCitizenship by Investment Unit
Manages world's oldest CBI programme ($100M+/year). Approved investment categories include SIDF (Sugar Industry Diversification Foundation).
Potential channel for agricultural investment via new "Food Sovereignty" investment category.
Former SSMC AssetsSt Kitts Sugar Manufacturing Corporation
Closed 2005. Physical assets include: estate buildings, factory structures, narrow-gauge rail network (55 km), irrigation infrastructure, warehousing.
Adaptable infrastructure reduces startup costs by 40-60%. Buildings can serve as packing houses, cold storage, offices.
03 // 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
04 // GOVERNANCE FRAMEWORK

Board Composition & Safeguards

CaribVista SKN Land Trust board — 8 seats, 6+ independent, founder recused on all conflict matters. Nevis Island Administration guaranteed board representation. Source: CDB Procurement Procedures 2021.

SEAT
WHO
INDEPENDENT
Independent Chair
SKN agriculture or business leader
YES
Nevis Representative
NIA-appointed agricultural development leader
YES
Community Representative
Farmer association or former sugar worker leader
YES
Legal/Finance Expert
Attorney or CPA with non-profit governance experience
YES
Academic/Technical
CARDI or regional agricultural research institution
YES
CDB Observer
CDB-appointed representative (non-voting)
YES
Founder
Ex-officio, non-voting on conflict matters
NO (recused)
Staff Representative
Elected by CaribVista employees after Year 1
YES
GOVERNANCE SAFEGUARDS
Independent Board Majority
At least 6 of 8 board members have NO financial relationship with IAGRO SAT. Nevis representative ensures dual-island interests.
CDB Procurement Procedures 2021
Written Conflict of Interest Policy
Adopted at incorporation, signed annually by all board members and officers
SKN Non-Profit Organisations Act 2017
Recusal Protocol
Founder recuses from ALL votes on own compensation and any IAGRO SAT contract
IRS Section 4958 / best practice
Arm's Length Pricing
All services priced at or below market rate, with competitive bids documented annually
OECD Transfer Pricing Guidelines
Annual Independent Audit
By external firm with no relationship to either entity
SKN Companies Act / CDB requirement
Public Disclosure
Entity relationship disclosed in annual reports, grant applications, board minutes
CDB due diligence requirement
Development Finance Right of Review
CDB, IDB, or other development finance partners may review and approve service contract terms at any time
Development finance funding agreement
Separate Bank Accounts
No commingling of funds between entities. Both banked through ECCB-licensed institutions.
SKN Companies Act Cap 21.03
NIA Coordination Protocol
Nevis operations require NIA consent. Separate sub-account for Nevis activities. NIA board seat ensures representation.
SKN Constitution / NIA regulations
05 // SERVICE CONTRACT PRICING

IAGRO SAT Service Contract

Technology services priced at or below market rate. Competitive benchmarking against Farmonaut ($30/ha), EOSDA ($35/ha), Cropin ($50/ha), Planet Labs ($100+/ha).

SCALE
BASE
/HA
HURRICANE
TOTAL
EFF/HA
Pilot (500 ha)
$18,000
$45
$3,000
$43,500
$87/ha
Medium (2,500 ha)
$18,000
$38
$8,000
$121,000
$48/ha
Full (5,780 ha)
$18,000
$32
$12,000
$214,960
$37/ha
PRICING RATIONALE
At $37-87/ha effective rate, IAGRO SAT pricing is at or below market comparables. Farmonaut: $30-45/ha (basic only, no hurricane). EOSDA: $35-60/ha (no Caribbean-specific models). Planet Labs: $100-200/ha (higher resolution but no ag-specific analytics). Includes hurricane rapid assessment at no additional charge — critical for SKN's high hurricane exposure.
06 // FINANCIAL PROJECTIONS

Revenue Trajectory (Both Entities)

YR
HA
CV REVENUE
CV NET
SAT FEE
SAT TOTAL
SAT NET
Y1
200
$1.2M
$350K
$27K
$42K
$-28K
Y2
500
$4.2M
$1.8M
$44K
$72K
$-5K
Y3
1,200
$14.0M
$6.8M
$64K
$140K
$35K
Y5
2,800
$52.0M
$26.0M
$124K
$280K
$85K
Y10
5,780
$189.4M
$94.7M
$215K
$520K
$180K
KEY TAKEAWAY
IAGRO SAT's service fee represents less than 0.2% of CaribVista's revenue at scale. The non-profit generates significant surplus for reinvestment in farming operations and Social Impact Fund (10% of revenue). IAGRO SAT reaches profitability in Year 3 on the SKN contract alone, with additional revenue from other Caribbean nations. CBI-funded agricultural investment could accelerate both entities' growth.
07 // REGIONAL CONTEXT

CaribVista Regional Programme

BB
Barbados
13,468 ha
Pilot
KN
St Kitts & Nevis
5,780 ha
Phase 2
JM
Jamaica
85,000 ha
Phase 2
TT
Trinidad & Tobago
22,000 ha
Phase 2
GY
Guyana
180,000 ha
Phase 3
SR
Suriname
45,000 ha
Phase 3
BZ
Belize
38,000 ha
Phase 3
DO
Dominican Republic
120,000 ha
Phase 4
08 // LEGAL REGISTRATION

Incorporation & Registration

CARIBVISTA SKN LAND TRUST
Type: Non-profit company limited by guarantee
Law: SKN Companies Act Cap 21.03 + Non-Profit Organisations Act 2017
Registration: Registrar of Companies, Basseterre
Tax Status: Tax-exempt under Non-Profit Organisations Act
Audit: Annual independent audit required
NIA Status: Separate Nevis registration for Nevis operations
IAGRO SAT CARIBBEAN
Type: For-profit company limited by shares
Law: SKN Companies Act Cap 21.03
Registration: Registrar of Companies, Basseterre
Tax Status: Standard corporate tax (33%)
SKIPA: Eligible for investment incentives (tax holiday, duty-free imports)
IP: All satellite technology IP held in this entity
09 // NEVIS ISLAND ADMINISTRATION COORDINATION

Dual-Island Governance Protocol

The SKN constitution grants Nevis substantial autonomy. Agricultural operations on Nevis require NIA consent and coordination. This protocol ensures both islands benefit equitably.

Board Representation
NIA-appointed representative holds permanent board seat on CaribVista SKN Land Trust. Full voting rights. Ensures Nevis interests in all decisions.
Separate Nevis Budget
Ring-fenced budget line for Nevis operations. Revenue and expenses tracked separately. Annual report to NIA on Nevis activities.
Land Access
Nevis land managed by NIA, not National Land Commission. Separate lease negotiations required. Nevis estates smaller but higher tourism premium.
Employment Priority
Nevis operations must prioritize Nevis residents for employment. Skills training programme adapted for Nevis agricultural traditions.
Revenue Sharing
Social Impact Fund allocates proportional share to Nevis community programmes. Minimum 25% of total fund (reflecting population share).
NIA Veto Right
NIA representative can veto any decision that disproportionately disadvantages Nevis. Designed to prevent St Kitts-centric decision-making.
Executive BriefAgriculture FeasibilityProof Annex
CARIBVISTA | IAGRO SAT CARIBBEAN | ENTITY STRUCTURE // ST KITTS & NEVIS
CONFIDENTIAL // INVESTMENT GRADE // 2026-06-12