DEF 14A of Bridger Aerospace Group Holdings, Inc.
Filed Apr 29, 2024 · FY20230001140361-24-023081
PROPOSAL 1: ELECTION OF THE CLASS II DIRECTOR NOMINEES NAMED IN
PROPOSAL 1: ELECTION OF THE CLASS II DIRECTOR NOMINEES NAMED IN
THIS PROXY STATEMENT
THIS PROXY STATEMENT
General
General Our Board currently consists of eleven directors, which are divided into three classes with staggered, three-year terms. At the Annual Meeting, our stockholders will elect four Class II directors, whose terms will expire at the Annual Meeting of Stockholders to be held in 2027. Each of our other current directors will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal. Our Board of Directors nominated Ms. Elizabeth Fascitelli, Ms. Anne Hayes, Mr. Dean Heller and Mr. Robert Savage for election to our Board as Class II directors at the Annual Meeting. Each of Mses. Elizabeth Fascitelli and Anne Hayes and Messrs. Dean Heller and Robert Savage currently serves on our Board and has consented to be named in this proxy statement and agreed to serve, if elected, until the 2027 Annual Meeting of Stockholders. Each of Mses. Elizabeth Fascitelli and Anne Hayes and Messrs. Dean Heller and Robert Savage, if elected, will hold office until his or her successor has been duly elected and qualified or until his earlier resignation or removal.
Our Director Nominees and Continuing Directors
Our Director Nominees and Continuing Directors The following table sets forth information with respect to our director nominees for election at the Annual Meeting and continuing directors as of April 12, 2024:
Our Director Nominees and Continuing Directors
| Name | Age | Director Since | Occupation | | Class II – Nominees for Election at This Year’s Annual Meeting | | | | | Elizabeth Fascitelli Independent Director | 65 | March 2024 | Retired | | Anne Hayes Independent Director | 41 | September 2023 | Chief Financial Officer of Councilor, Buchanan & Mitchell, P.C. | | Dean Heller Independent Director | 63 | January 2023 | Retired | | Robert Savage Independent Director | 56 | January 2023 | Co-Founder and President of KSH Capital L.P. | | Class I – Terms Expiring at the 2026 Annual Meeting | | | | | Timothy Sheehy Chief Executive Officer and Director | 38 | January 2023 | Chief Executive Officer of the Company | | David Schellenberg Independent Director | 60 | March 2024 | Managing Director and Principal of Highland West Capital | | McAndrew Rudisill Chief Investment Officer and Director | 45 | January 2023 | Chief Investment Officer of the Company | | Wyman Howard Independent Director | 55 | January 2023 | Retired |
Our Director Nominees and Continuing Directors
| Name | Age | Director Since | Occupation | | Class III – Terms Expiring at the 2025 Annual Meeting | | | | | Jeffrey Kelter Non-Executive Chairman and Independent Director | 69 | January 2023 | Co-Founder and President of KSH Capital L.P. | | Todd Hirsch Independent Director | 49 | January 2023 | Senior Managing Director (Tactical Opportunities Fund) of Blackstone Inc. | | Matthew Sheehy Director | 44 | January 2023 | President and Chief Executive Officer of Tallgrass Energy LLP |
Board Diversity Matrix (as April 29, 2024)
Board Diversity Matrix (as April 29, 2024) Total Number of Directors: 11
Board Diversity Matrix (as April 29, 2024)
| | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 2 | 9 | — | — | | Part II: Demographic Background | | | | | | African American or Black | — | — | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | — | — | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 2 | 9 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | — | — | — | | Did Not Disclose Demographic Background | — | — | — | — |
Board Diversity Matrix (as April 29, 2024)
Additional biographical descriptions of the nominees and continuing directors are set forth in the text below. These descriptions include the experience, qualifications, qualities and skills that led to the conclusion that each director should serve as a member of our Board at this time.
Director Nominees – Class II Directors
Director Nominees – Class II Directors Elizabeth Fascitelli - Director Since 2024 Elizabeth Fascitelli serves as a Class II Director. Ms. Fascitelli has served as a Director of the Company since March 2024. Ms. Fascitelli, a businesswoman and philanthropist, had a 37-year career with Goldman Sachs Group, most recently serving as a Partner and Managing Director and Chief Operating Officer of the Merchant Banking Division. She served in multiple roles and on numerous firm wide committees including the divisional Investment, Risk and Client/Business Standards Committees. She led many initiatives over the years including those for Compliance, Diversity, Women Investing and Risk. Ms. Fascitelli has served on many public, private, and not for profit boards. She recently finished her eight-year term as a Trustee of Dartmouth College. Ms. Fascitelli currently serves on the Boards of Cold Spring Harbor, Cure Huntington’s Disease Initiative (CHDI) Perella Weinberg Partners and Jaws Mustang Acquisition Corporation. She is also co-chair of the Milwaukee Health Equity Initiative. Ms. Fascitelli earned a Bachelor of Arts from Dartmouth College and a Master in Business Administration from Harvard Business School. Ms. Fascitelli is well qualified to serve on the Board due to her investment banking experience as well as her significant knowledge of corporate finance and controls. Anne Hayes - Director Since 2023 Anne Hayes serves as a Class II Director. Ms. Hayes has served as a Director of Bridger since September 2023. Ms. Hayes is a Director at Quadrant Capital Advisors, a single family office. Since 2020, Ms. Hayes has been Chief Financial Officer of Councilor, Buchanan & Mitchell, an accounting and advisory firm. She has worked since 2008 in private equity investing, including minority and majority stakes across a wide range of sectors in early and growth-stage companies in the U.S. and global markets. From 2006 to 2007 she worked in venture capital and real estate investing with GDBA Investments. Ms. Hayes has over five years of accounting experience in roles of advisory and outsourced CFO with PricewaterhouseCoopers and Councilor, Buchanan & Mitchell. In these capacities she conducted forensic investigations and business valuations, implemented Sarbanes Oxley controls, and advised management and boards of directors. Ms. Hayes is a Certified Public Accountant and received her Bachelor of Science in Finance with honors from Villanova University and Master of Science in Finance from the University of Denver Daniels College of Business. Ms. Hayes is well qualified to serve on the Board due to her strategic investment experience as well as her significant knowledge of corporate finance and controls. Dean Heller - Director Since 2023 Dean Heller serves as a Class II Director. From May 2011 until his retirement in January 2019, Mr. Heller served as a Senator from Nevada in the United States Senate. During his time in the Senate, Mr. Heller served on the Committees on Finance, Banking, Veterans’ Affairs and Commerce. Prior to his service in the Senate, Mr. Heller was the United States Representative for Nevada’s Second Congressional District. Mr. Heller has also previously served as Nevada’s Secretary of State and in the Nevada State Assembly representing Carson City. Prior to his political career, Mr. Heller worked as a broker on the Pacific Stock Exchange as an institutional equities trader and also served as a banking Municipal Finance Representative. Mr. Heller received a Bachelor of Science in Business Administration from the University of Southern California. Mr. Heller received the Distinguished USC Alumni Award from the University of Southern California Marshall School of Business in 2012. From January 2019 through September 2021, Mr. Heller served as a director of Toyota Financial Savings Bank, a Nevada corporation that provides banking products and services to Toyota dealers. Mr. Heller is well qualified to serve on the Board due to his significant experience and in-depth knowledge in the areas of public policy and governmental matters and demonstrated leadership experience serving in the United States Senate and House of Representatives, as well as his background in business and finance. Robert Savage - Director Since 2023 Robert Savage serves as a Class II Director. Mr. Savage served as a Director of JCIC from 2021 until the closing of the Business Combination on January 24, 2023 (the “Closing”). Mr. Savage is a Co-Founder and President of KSH Capital since 2015. KSH Capital provides real estate entrepreneurs with capital and expertise to see or grow their platform. KSH Capital is focused on the deployment of the principals’ capital in domestic and international strategies that offer compelling long-term returns. Prior to founding KSH Capital, Mr. Savage was Co-founder, President of KTR Capital Partners (“KTR”) from 2005 to 2015, an investment, development and operating company focused exclusively on the industrial property sector in North America. At KTR, Mr. Savage was co-head of the firm’s Investment Committee and responsible for management of the firm’s day-to-day operations, including oversight of capital deployment, portfolio management and capital markets activities. Previously, Mr. Savage was a Partner at Hudson Bay Partners, L.P. a private equity firm focused on investing in real estate-intensive operating businesses. Mr. Savage also worked in the Investment Banking Division at Merrill Lynch & Co. where he specialized in corporate finance and M&A advisory services for REITs, private equity funds and hospitality companies. Mr. Savage is Chairman of the Board of Directors of VolunteerMatch.org, a San Francisco based 501(c)(3) that operates the largest volunteer network in the nonprofit world. Mr. Savage is a member of the Board of Trustees of Mount Sinai and the Taft School and was a Director of Environmental Waste International Inc. (TSX: EWS) until April 2023. He was previously Chairman of the Board of Directors of New Senior Investment Group (NYSE:VTR acq. Sep 2021). Mr. Savage received a A.B. in Business Economics and Urban Studies from Brown University. Mr. Savage is well qualified to serve on the Board due to his significant experience leading the strategic growth and development of companies, as well as his management background with respect to investment of capital.
Continuing Class I Directors with Terms Expiring at the 2026 Annual Meeting
Continuing Class I Directors with Terms Expiring at the 2026 Annual Meeting Timothy Sheehy - Director Since 2023 Timothy Sheehy serves as our Chief Executive Officer and a Class I Director. Mr. Sheehy has served as the Chief Executive Officer and a Director of Bridger and Bridger Aerospace Group Holdings, LLC, a Delaware limited liability company (“Legacy Bridger”)since 2014. From 2008 until 2014, Mr. Sheehy served as a Navy SEAL officer and team leader. In 2014, Mr. Sheehy left the Navy and co-founded the Company and its affiliate, Ascent Vision Technologies LLC. Mr. Sheehy is a recipient of the Bronze Star with Valor and Purple Heart and is an active pilot with Bridger’s Air Attack and Super Scooper fleets. Mr. Sheehy earned his Bachelor of Science in History from the United States Naval Academy. Mr. Sheehy is well qualified to serve on the Board due to his significant leadership experience, in both corporate and military settings, as well as his extensive aviation operations background. In June 27, 2023, Mr. Sheehy announced his entrance into the 2024 race for the U.S. Senate for the State of Montana. During his candidacy, Mr. Sheehy has continued to serve as our Chief Executive Officer with the continued support of Bridger’s existing management team, and Mr. Sheehy has not publicly announced a specific intention of resigning as our Chief Executive Officer. However, in the event that Mr. Sheehy is elected to serve as a U.S. Senator for the State of Montana, Mr. Sheehy would be required to resign as an officer and director of the Company pursuant to certain conflict of interest rules contained in the Senate Code of Official Conduct. McAndrew Rudisill - Director Since 2023 McAndrew Rudisill serves as our Chief Investment Officer and a Class I Director. Mr. Rudisill has served as the Chief Investment Officer and director of Bridger and Legacy Bridger since 2017. From 2017 to 2021, Mr. Rudisill was the Chief Investment Officer of Capital Vacations LLC, a resort management company. From 2011 to 2016, Mr. Rudisill was the Chief Executive Officer and President of Emerald Oil, Inc. (“Emerald Oil”), a US oil and gas producer. In March 2016, Emerald Oil filed a petition for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code. In 2007, Mr. Rudisill founded Pelagic Capital Advisors LLC, a private investment fund focused on public and private equity investments, where he served as Managing Partner and Chief Investment Officer from 2007 until 2011. Mr. Rudisill earned a Bachelor of Arts in Economics from Middlebury College. Mr. Rudisill is well qualified to serve on the Board due to his strategic investment experience and management experience in both the public and private sectors. David Schellenberg - Director Since 2024 David A. Schellenberg serves as a Class 1 Director. Mr. Schellenberg has served as a Director of the Company since March 2024. Mr. Schellenberg is a seasoned businessman with over 30 years of operating and financial leadership and risk management experience. He is currently a Managing Director and Principal with Highland West Capital, a private equity firm in Vancouver, Canada. Prior to that, Mr. Schellenberg was with Conair Group and its subsidiary Cascade Aerospace for many years, including serving as President and Chief Executive Officer, where he and his team built these niche aviation and aerospace companies into industry leaders. Mr. Schellenberg also acted as a Managing Director in the Corporate Office of the Jim Pattison Group, Canada’s second largest private company. Mr. Schellenberg has served on many company and charitable boards and currently holds the position of Chairman of Teekay Corp., a NYSE listed company, and also serves on the board of its subsidiary company Teekay Tankers Ltd, also a NYSE listed company. Mr. Schellenberg is a Fellow of the Chartered Professional Accountants of Canada (FCPA, FCA) and a member of the Young President’s Organization’s British Colombia chapter. He received an undergraduate degree from the University of Manitoba and a Master in Business Administration from the University of Western Ontario. Mr. Schellenberg is well qualified to serve on the Board due to his strategic investment experience and experience with both the public and private companies. Wyman Howard - Director Since 2023 Wyman Howard serves as a Class I Director. Mr. Howard retired from the U.S. Navy in September 2022 as Rear Admiral (Upper Half) with over thirty-two (32) years in the SEAL Teams and Joint Special Operations. Mr. Howard has had multiple tours in command of Special Operations Joint Task Forces and was among the first to deploy into Afghanistan following the attacks of September 11, 2001. The combat contributions of the teams Mr. Howard commanded, and with whom he served, were recognized with five (5) Presidential Unit Citations, Navy Unit Commendation medal and four (4) Joint Meritorious Unit Awards. Mr. Howard graduated from the United States Naval Academy and holds a Master of Business Administration from the TRIUM consortium of the London School of Economics, HEC Paris School of Management, and New York University’s Stern School of Business. Mr. Howard holds a Master of Science in National Security and Resource Strategy with a focus on commercial, civil and military space sectors from the Eisenhower School and a Professional Certificate in Artificial Intelligence and Business Strategy from the Massachusetts Institute of Technology’s Computer Science and Artificial Intelligence Laboratory. Mr. Howard’s joint, interagency and intelligence experience include service as the second Director of Operations for the National Geospatial-Intelligence Agency in 2016 and as the Commander, Naval Special Warfare Command from 2020 to 2022, which are equivalent leadership roles of a Chief Operating Officer and Chief Executive Officer, respectively. Mr. Howard is acknowledged for his leadership in designing new irregular deterrence capabilities and options that increase Unites States leverage to deter the nation’s adversaries. He is well qualified to serve on the Board due to his distinctive leadership, at the strategic, operational and tactical levels, where he was at the helm in command for outcomes that advanced the security of the United States and its allies. He has a unique sensitivity to geo-strategic risk and a deep set of intelligence, interagency and foreign partner relationships set on a foundation of trust and the culture for humility and stewardship he established during his career as a Naval Officer.
Continuing Class III Directors with Terms Expiring at the 2025 Annual Meeting
Continuing Class III Directors with Terms Expiring at the 2025 Annual Meeting Jeffrey Kelter - Director Since 2023 Jeffrey Kelter serves as our Non-Executive Chairman and a Class III Director. Mr. Kelter served as a Director of JCIC from 2021 until the Closing. Mr. Kelter is a Co-Founder and a Partner of KSH Capital since 2015. KSH Capital provides real estate entrepreneurs with capital and expertise to seed or grow their platform. KSH Capital is focused on the deployment of the principals’ capital in domestic and international strategies that offer compelling long-term returns. Prior to founding KSH Capital, Mr. Kelter was a Founding Partner and Chief Executive Officer of KTR Capital Partners from 2005 to 2015, a leading private equity real estate investment and operating company focused on the industrial property sector in North America. KTR and its commingled investment funds were sold in May 2015 to a joint venture of Prologis Inc. and Norges Bank Investment Management. Since its inception in 2004, KTR had raised three funds which totaled over $7.0 billion of investment capacity. Prior to founding KTR, Mr. Kelter was President, Chief Executive Officer and Trustee of Keystone Property Trust, an industrial real estate investment trust (NYSE:KTR). Mr. Kelter founded the predecessor to Keystone in 1982, and took the company public in 1997, where he and the management team directed its operations until its sale in 2004 to Prologis. Prior to forming Keystone, he served as president and CEO of Penn Square Properties, Inc. in Philadelphia, Pennsylvania, a real estate company which he founded in 1982. Mr. Kelter currently serves on the Board of Directors of Invitation Homes (NYSE: INVH). From January 2014 to November 2017, Mr. Kelter served on the Board of Starwood Waypoint Homes, its predecessor. Mr. Kelter currently serves as a trustee of the Cold Spring Harbor Laboratory. Mr. Kelter previously served as a trustee for Trinity College from 2010 to April 2020 and Westminister School from September 2011 to April 2020. Mr. Kelter formerly served on the Board of Gramercy Property Trust (NYSE: GPT) from 2015 to 2018. Mr. Kelter received a B.A. in Urban Studies from Trinity College. Mr. Kelter is well qualified to serve as the Non-Executive Chairman of the Board due to his extensive experience founding and growing successful companies, as well as his significant executive leadership background. Todd Hirsch - Director Since 2023 Todd Hirsch serves as a Class III Director. Mr. Hirsch has served as a Director of Bridger and Legacy Bridger since December 2018. Since July 2013, Mr. Hirsch has been employed by Blackstone (NYSE: BX), one of the world’s leading investment firms. Mr. Hirsch is currently a Senior Managing Director in the Tactical Opportunities Fund at Blackstone. Prior to Blackstone, Mr. Hirsch worked at Deutsche Bank (NYSE: DB), an investment bank, where he sourced and structured transactions for a wide range of corporate and institutional clients across multiple products. Mr. Hirsch graduated magna cum laude from Duke University in 1996. Mr. Hirsch is well qualified to serve on the Board due to his significant experience structuring corporate and finance transactions in a variety of commercial settings, as well as background in management. Matthew Sheehy - Director Since 2023 Matthew Sheehy serves as a Class III Director. Mr. Sheehy is a Co-Founder of the Company and served as Chairman of the Board of Legacy Bridger from 2014 until the Closing of the Business Combination. In addition to his service at Bridger, Mr. Sheehy serves as President and Chief Executive Officer of Tallgrass Energy LLP (“Tallgrass”), where he was named CEO July 1, 2022 and has served as President since December 2019. He has been a member of the Board of Directors of Tallgrass since April 2020, and he was Chairman of the Rockies Express Pipeline LLC Board from December 2019 until July 2021. Mr. Sheehy joined Tallgrass in November 2012 and held a number of positions, including Senior Vice President and Chief Commercial Officer of Tallgrass. In addition, he served as the President of Rockies Express Pipeline LLC from December 2013 until July 2017 and as a board member of Rockies Express Pipeline LLC from November 2016 to March 2018. Prior to joining Tallgrass, he served as a Principal and General Partner at Silverhawk Capital Partners LLC (“Silverhawk”). Mr. Sheehy was an Analyst at Wachovia Securities and Wachovia Capital Partners before joining Silverhawk. He earned a Bachelor of Arts degree in Economics from Vanderbilt University in 2002. Mr. Sheehy is well qualified to serve on the Board due to his extensive investment, ownership and operational experience in aviation and financial settings, as well as his demonstrated leadership as a member of several boards of directors throughout his career.
Board Committees
Board Committees Our Board has established the Audit Committee, a compensation committee (the “Compensation Committee”), and the Nominating and Corporate Governance Committee. The composition and responsibilities of each of the committees of our Board are described below. Copies of the charters for each committee are available on the investor relations page of our website at https://www.bridgeraerospace.com. The information in or accessible through our website is not incorporated into, and is not considered part of, this proxy statement. Members serve on these committees until their resignation or until otherwise determined by our Board. Our Board may establish other committees as it deems necessary or appropriate from time to time. Our current Board standing committees and membership is as follows:
Board Committees
| Audit* | Compensation | Nominating and Corporate Governance | | Anne Hayes (Chair) | Dean Heller (Chair) | Wyman Howard (Chair) | | Wyman Howard | Todd Hirsch | Dean Heller | | Jeffrey Kelter | Jeffrey Kelter | Todd Hirsch |
Board Committees
| * Mr. Howard joined the Audit Committee in April 2023 and Ms. Hayes joined the Audit Committee in September 2023. |
Board Committees
Pursuant to the Stockholders Agreement, the Founder Stockholders, to the extent they collectively beneficially own (directly or indirectly) at least 10% of the outstanding Stock have the right, but not the obligation, to nominate the Chairperson of the Compensation and Nominating and Corporate Governance Committees of the Board, subject to satisfaction of applicable SEC and stock exchange requirements. In addition, for so long as the BTO Entities have director nomination rights, the Board will use reasonable best efforts to cause any committee of the Board to include in its membership at least one director nominated by the BTO Stockholders provided that such individual satisfies all applicable SEC and stock exchange requirements. The Company’s Chief Executive Officer and other executive officers regularly report to the non-executive directors and each standing committee to ensure effective and efficient oversight of its activities and to assist in proper risk management and the ongoing evaluation of management controls.
Nominating and Corporate Governance Committee
| • | oversee the annual performance evaluation of the Board and its committees. |
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION This section discusses the material components of the executive compensation program for Bridger’s named executive officers who are identified in the 2023 Summary Compensation Table below.
Bonus
Bonus Bridger provided the named executive officers with certain transaction bonuses in calendar year 2022, the final installments of which were paid in calendar year 2023, subject to the named executive officer’s continued service through the applicable payment date. In addition, Bridger provides the named executive officers with discretionary annual bonuses. Please see the “Bonus” column in the 2023 Summary Compensation Table for the bonus amounts earned by the named executive officers during calendar year 2023. Messrs. Timothy Sheehy, James Muchmore and McAndrew Rudisill each received $2,307,162 ($1,072,500 of which represents the remaining portion of his transaction bonus and $1,234,662 of which represents the discretionary bonus amount), $848,819 ($503,750 of which represents the remaining portion of his transaction bonus and $345,069 of which represents the discretionary bonus) and $1,807,162 ($1,072,500 of which represents the remaining portion of his transaction bonus and $734,662 of which represents the discretionary bonus amount), respectively, with respect to calendar year 2023.
2023 Omnibus Incentive Plan
2023 Omnibus Incentive Plan In connection with the Business Combination, the Company assumed and adopted the Bridger Aerospace Group Holdings, Inc. 2023 Omnibus Incentive Plan and the outstanding restricted stock units (“RSUs”) granted under such plan, with each RSU representing the right to receive one (1) share of Common Stock, subject to certain vesting conditions. During 2023, Messrs. Timothy Sheehy, James Muchmore and MacAndrew Rudisill received RSUs with respect to 1,742,182, 871,147, and 1,451,874 shares of Common Stock, respectively, with 871,091, 87,115, and 725,937, respectively, vested unsettled RSUs as of the closing of the Business Combination, and the remaining RSUs (x) granted to Messrs. Timothy Sheehy and MacAndrew Rudisill vesting (subject to settlement in the discretion of the Company) (i) 20% on January 24, 2024 and (ii) 20% on January 24, 2025, and (iii) 10% on January 24, 2026, and (y) granted to Mr. James Muchmore vesting (subject to settlement in the discretion of the Company) (i) 10% on January 24, 2024, (ii) 10% on January 24, 2025, (iii) 10% on January 24, 2026, (iv) 25% on January 24, 2027, (v) 10% on January 24, 2028, and (vi) 25% on January 24, 2029; in each case subject to the named executive officer’s continued service through the applicable vesting date.
2023 Summary Compensation Table
2023 Summary Compensation Table The following table shows information regarding the compensation of the named executive officers for services performed in the years ended December 31, 2023 and December 31, 2022. The amounts shown below have been calculated in accordance with SEC rules and, particularly in the “Stock Awards” and “Total” columns, do not reflect compensation actually realized or received by the named executive officers.
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Stock Awards Turned Back ($)(3) | Market Value of Shares or Units of Stock Granted That Have Not Vested ($)(4) | All Other Compensation ($)(5) | Total ($) | Total Realized Compensation Taking Into Account Turned Back and Unsettled Awards and Without Restricted Stock Units That Have Not Vested or Settled(6) | | Timothy Sheehy Chief Executive Officer | 2023 | $149,039 | $2,307,162 | $17,752,835 | $17,752,835 | $0 | $3,779 | $20,212,815 | $2,459,980 | | | 2022 | $450,000 | $4,445,000 | $0 | $0 | $0 | $1,558 | $4,896,558 | $4,896,558 | | James Muchmore Chief Legal Officer | 2023 | $418,269 | $848,819 | $8,876,988 | $0 | $5,417,661 | $8,885 | $10,152,961 | $4,735,300 | | | 2022 | $350,000 | $2,407,500 | $0 | $0 | $0 | $1,615 | $2,759,115 | $2,759,115 | | McAndrew Rudisill Chief Investment Officer | 2023 | $443,749 | $1,807,162 | $14,794,596 | $0 | $5,016,225 | $0 | $17,045,507 | $12,029,282 | | | 2022 | $325,000 | $3,445,000 | $0 | $0 | $0 | $0 | $3,770,000 | $3,770,000 |
2023 Summary Compensation Table
| (1) Amounts reported in this column for 2023 represent a transaction bonus of $1,072,500, $503,750, and $1,072,500 for Messrs. Timothy Sheehy, James Muchmore and McAndrew Rudisill, respectively, and a discretionary bonus of $1,234,662, $345,069, and $734,662 for Messrs. Timothy Sheehy, Muchmore and Rudisill, respectively. In lieu of a portion of these cash bonuses, Messrs. Sheehy, Muchmore and Rudisill agreed to have the bonus amount converted into 263,833, 113,255 and 175,051 shares of Common Stock, respectively. |
2023 Summary Compensation Table
| (2) Amounts reported in this column for 2023 represent the grant date fair value of RSUs calculated in accordance with FASB ASC Topic 708. The grant date fair value of the RSUs is determined based on the closing stock price on the date of grant multiplied by the number of shares subject to the RSU award. These amounts do not reflect compensation actually received by the named executive officer, and the actual amount of the stock award ultimately realized upon vesting may differ from the aggregate grant date fair value. |
2023 Summary Compensation Table
| (3) In April 2024, Mr. Timothy Sheehy returned to the Company all of the RSUs granted to him in connection with the Business Combination, consisting of 1,742,182 unsettled and unvested awards, which RSUs will be contributed back to the 2023 Omnibus Incentive Plan for the benefit of Bridger employees. This column reflects the grant date fair value of the awards turned back to the Company. |
2023 Summary Compensation Table
| (4) RSUs granted to Mr. McAndrew Rudisill vested or vest as follows (subject to settlement in the discretion of the Company): (i) 50% on the consummation of the Business Combination; (ii) 20% on January 24, 2024; (ii) 20% on January 24, 2025; and (iii) 10% on January 24, 2026, subject to continued service through the applicable vesting date. RSUs granted to Mr. James Muchmore vested or vest as follows (subject to settlement in the discretion of the Company): (i) 10% on the consummation of the Business Combination; (ii) 10% on January 24, 2024; (iii) 10% on January 24, 2025; (iv) 10% on January 24, 2026; (v) 25% on January 24, 2027; (vi) 10% on January 24, 2028; and (vii) 25% on January 24, 2029, subject to continued service through the applicable vesting date. |
2023 Summary Compensation Table
| (5) Amounts reported for Messrs. Timothy Sheehy and Muchmore represent 401(k) employer matching contributions. |
2023 Summary Compensation Table
| (6) The separate column labeled “Total Realized Compensation Taking Into Account Turned Back Awards and Without Restricted Stock Units That Have Not Vested” shows total compensation as required to be disclosed by the SEC in the “Total” column less the grant date fair value of the stock awards turned back to the Company and the market value of the restricted stock units based on the closing trading price of our Common Stock on December 29, 2023. The amounts shown in the separate column are not a substitute for the amounts reported in the Total column. |
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table shows grants of RSUs outstanding on December 31, 2023, the last day of our fiscal year, for each of our named executive officers.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | | Stock Awards | | | Name | Grant Date | Number of Shares or Units of Stock Granted That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock Granted That Have Not Vested (#)(2) | | Timothy Sheehy | 1/23/2023 | 871,091(3) | $6,019,239(3) | | James Muchmore | 1/23/2023 | 784,032 | $5,417,661 | | McAndrew Rudisill | 1/23/2023 | 725,937 | $5,016,225 |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) RSUs granted to Messrs. Timothy Sheehy and McAndrew Rudisill vested or vest as follows (subject to settlement in the discretion of the Company): (i) 50% on the consummation of the Business Combination; (ii) 20% on January 24, 2024; (ii) 20% on January 24, 2025; and (iii) 10% on January 24, 2026, subject to continued service through the applicable vesting date. RSUs granted to Mr. James Muchmore vested or vest as follows (subject to settlement in the discretion of the Company): (i) 10% on the consummation of the Business Combination; (ii) 10% on January 24, 2024; (iii) 10% on January 24, 2025; (iv) 10% on January 24, 2026; (v) 25% on January 24, 2027; (vi) 10% on January 24, 2028; and (vii) 25% on January 24, 2029, subject to continued service through the applicable vesting date. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (2) The market value of RSUs is calculated using $6.91, the closing trading price of our Common Stock on December 29, 2023. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (3) In April 2024, Mr. Timothy Sheehy returned to the Company the RSUs granted to him, including vested but unsettled awards and unvested awards, which RSUs will be contributed back to the 2023 Omnibus Incentive Plan for the benefit of Bridger employees. |
Director Compensation
Director Compensation
2023 Director Compensation Table
2023 Director Compensation Table
2023 Director Compensation Table
| Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Stock Awards Turned Back ($)(3) | All Other Compensation ($)(3) | Total ($) | Total Realized Compensation Taking Into Account Turned Back and Unsettled Awards and Without Restricted Stock Units Than Have Not Vested or Settled(4) | | Debra Coleman | $68,901 | $0 | $0 | $0 | $68,901 | $68,901 | | Anne Hayes | $25,205 | $999,990 | $0 | $0 | $1,025,195 | $1,025,195 | | Dean Heller | $100,000 | $0 | $0 | $0 | $100,000 | $100,000 | | Todd Hirsch | — | $0 | $0 | — | — | — | | Wyman Howard | $100,000 | $999,990 | $0 | $0 | $1,099,990 | $1,099,990 | | Jeffrey Kelter | — | $0 | $0 | — | — | | | Robert Savage | — | $0 | | — | — | | | Matthew Sheehy | $0 | $11,835,226 | $11,835,226 | $691,912 | $12,527,138 | $691,912 |
2023 Director Compensation Table
| (1) Effective upon the Closing, Debra Coleman, Dean Heller, Todd Hirsch, Wyman Howard, McAndrew Rudisill, Matthew Sheehy, and Timothy Sheehy were appointed to the board of directors of Bridger. Ms. Coleman resigned from the board of directors, effective September 8, 2023. Ms. Hayes was appointed to the board of directors, effective September 8, 2023. |
2023 Director Compensation Table
| (2) Amounts reported in this column for 2023 represent the grant date fair value of restricted stock units calculated in accordance with FASB ASC Topic 708. The grant date fair value of the restricted stock units is determined based on the closing stock price on the date of grant multiplied by the number of shares subject to the restricted stock unit award. As of December 31, 2023, the non-employee directors held restricted stock unit awards with respect to the following number of shares: Ms. Hayes, 131,751 shares; Mr. Howard, 131,751 shares and Mr. Matthew Sheehy, 580,727 shares. These amounts do not reflect compensation actually received by the director, and the actual amount of the stock award ultimately realized upon vesting may differ from the aggregate grant date fair value. In April 2024 Mr. Matthew Sheehy returned to the Company all of the RSUs granted to him in connection with the Business Combination, consisting of 1,161,455 unsettled and unvested awards, which RSUs will be contributed back to the 2023 Omnibus Incentive Plan for the benefit of Bridger employees. |
2023 Director Compensation Table
| (3) With respect to calendar year 2023, Mr. Matthew Sheehy received a transaction bonus of $162,500 and a discretionary bonus of $529,412. In May 2023, that bonus was converted to 129,571 shares of Common Stock. |
2023 Director Compensation Table
| (4) As described herein, this amount was paid to Mr. Sheehy as a transaction and discretionary bonus, and was not paid to Mr. Sheehy in consideration of his service on the Board. |