DEF 14A of Bridger Aerospace Group Holdings, Inc.
Filed Apr 29, 2025 · FY20240001140361-25-016366
PROPOSAL 1: ELECTION OF THE CLASS III DIRECTOR NOMINEES NAMED IN
PROPOSAL 1: ELECTION OF THE CLASS III DIRECTOR NOMINEES NAMED IN
THIS PROXY STATEMENT
THIS PROXY STATEMENT
General
General Our Board currently consists of nine directors, which are divided into three classes with staggered, three-year terms. At the Annual Meeting, our stockholders will elect two Class III directors, whose terms will expire at the Annual Meeting of Stockholders to be held in 2028. 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 Mr. Jeffrey Kelter and Ms. Meghan Pasricha for election to our Board as Class III directors at the Annual Meeting. Each of Mr. Jeffrey Kelter and Ms. Meghan Pasricha currently serves on our Board and has consented to be named in this proxy statement and agreed to serve, if elected, until the 2028 Annual Meeting of Stockholders.
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 14, 2025:
Our Director Nominees and Continuing Directors
| Name | Age | Director Since | Occupation | | Class III – Nominees for Election at This Year’s Annual Meeting | | | | | Jeffrey Kelter Executive Chairman and Independent Director | 70 | January 2023 | Co-Founder and Partner of KSH Capital L.P. | | Meghan Pasricha Independent Director | 39 | April 2025 | Partner at Galvanize Climate Solutions | | Class I – Terms Expiring at the 2026 Annual Meeting | | | | | Dan Drohan Independent Director | 53 | July 2024 | Chief Executive Officer of Solairus Aviation | | Wyman Howard Independent Director | 56 | January 2023 | Retired | | David Schellenberg Independent Director | 61 | March 2024 | Managing Director and Principal of Highland West Capital | | Class II – Terms Expiring at the 2027 Annual Meeting | | | | | Elizabeth Fascitelli Independent Director | 67 | March 2024 | Retired | | Anne Hayes Independent Director | 43 | September 2023 | Chief Financial Officer of Davinci EP | | Dean Heller Independent Director | 64 | January 2023 | Senior Policy Advisor at Venable LLP | | Robert Savage Independent Director | 57 | January 2023 | Co-Founder and President of KSH Capital L.P. |
Our Director Nominees and Continuing Directors
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 III Directors
Director Nominees – Class III Directors Jeffrey Kelter - Director Since 2023 Jeffrey Kelter serves as our Executive Chairman and a Class III Director. Mr. Kelter served as a Director of JCIC from 2021 until the closing of the Business Combination on January 24, 2023 (the “Closing”), at which point he became Chairman of Bridger Aerospace. 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. KSH is a founding investment partner of Valor Real Estate Partners based in London. 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. Mr. Kelter currently serves on the Board of Directors of Invitation Homes (NYSE: INVH). He has served on the boards of both predecessor companies, Starwood Waypoint Homes and Colony Starwood, since 2014. Mr. Kelter formerly served on the Board of Gramercy Property Trust (NYSE: GPT) from 2015 to 2018. 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 Westminster School from September 2011 to April 2020. Mr. Kelter received a B.A. in Urban Studies from Trinity College. Mr. Kelter is well qualified to serve as the Executive Chairman of the Board due to his extensive experience founding and growing successful companies, as well as his significant executive leadership background. Meghan Pasricha – Director since April 2025 Meghan Pasricha serves as a Class III director. She has served as a director since April 2025. Ms. Pasricha currently serves as a Partner at Galvanize Climate Solutions, a global asset management firm, delivering performance-driven investment strategies focused on the business of decarbonization. Before joining Galvanize in 2024, Ms. Pasricha was a Managing Director at Riverstone Holdings, a global private markets asset management firm dedicated to real assets investing primarily in energy, power and infrastructure. With nearly 10 years of direct lending experience at Riverstone, Pasricha sourced, structured, and led financing solutions to asset-backed energy companies. She also served as President of a water solutions company. Prior to Riverstone, Pasricha was a private equity investor at The Carlyle Group, and she began her career at UBS Investment Bank. Ms. Pasricha is the Co-Founder of Women in Climate Investing & Finance. Beyond her work in finance, she is the Co-Founder and CEO of a nonprofit focused on youth leadership and community service. Pasricha graduated from Harvard College, magna cum laude, and earned her MBA from Harvard Business School. Ms. Pasricha is well qualified to serve on the Board due to her business and financial experience.
Continuing Class I Directors with Terms Expiring at the 2026 Annual Meeting
Continuing Class I Directors with Terms Expiring at the 2026 Annual Meeting Dan Drohan – Director since 2024 Dan Drohan serves as a Class I Director. Mr. Drohan has served as a Director of Bridger since July 2024. Mr. Drohan has been involved in the aviation industry for over 35 years, having started his first aviation job at just 12 years old. Mr. Drohan founded aircraft charter and management firm Sunset Aviation in 1992 with a business operating and sales acumen that quickly established the company’s reputation for safety and service. As the primary architect of Sunset’s growth, he oversaw acquisitions and infrastructure initiatives that catapulted the company’s sales within just a few years until its eventual sale to a national conglomerate in 2007. In 2009, Mr. Drohan launched Solairus Aviation and has overseen its evolution and development into a leader in the private aviation asset management business. As a result of Mr. Drohan’s leadership as Chief Executive Officer of Solairus since its founding in 2009, Solairus now manages one of the largest fleets of private aviation assets in the world, serving managed clients both domestically and internationally and boasting one of the industry’s most experienced and respected management teams. Mr. Drohan is well qualified to serve on the Board due to his wealth of aviation industry experience and business building. 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. Mr. Howard also serves on the Board of Directors of NextNav (NASDAQ: NN), a leader in next-generation positioning, navigation and timing (PNT), as well as Invitation Homes, Inc. (NYSE: INVH), the nation’s premier single-family home leasing and management company. 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. David Schellenberg - Director Since 2024 David A. Schellenberg serves as a Class I 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 family office in Vancouver, Canada. Prior to that, Mr. Schellenberg was the President and CEO of Conair Group and its subsidiary Cascade Aerospace for many years, where he and his team built these niche aviation and aerospace companies into industry leaders. Early in his career, Mr. Schellenberg 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, from 2019 through 2024, served as Chairman of Teekay Corp., a NYSE listed company. Mr. Schellenberg currently 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’s 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 public and private companies.
Continuing Class II Directors with Terms Expiring at the 2027 Annual Meeting
Continuing Class II Directors with Terms Expiring at the 2027 Annual Meeting 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 Perella Weinberg Partners (NASDAQ:PWP), Jaws Mustang Acquisition Corporation (NYSE: JWSM) and Rithm Acquisition Corp. (NYSE: RAC). Ms. Fascitelli also serves as a trustee of Cold Spring Harbor and on the board of the Cure Huntington’s Disease Initiative (CHDI) Foundation. She is also co-chair of the Milwaukee Health Equity Initiative. Ms. Fascitelli earned a Bachelor of Arts from Dartmouth College and a Master’s 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 Chief Financial Officer of Davinci Energy, a next-gen geothermal company operating in California and headquartered in Denver. Ms. Hayes served as a Director of Quadrant Capital Advisors, a single-family office in New York, from 2008 to 2025. She was responsible for private and junior public investments in early and growth-stage companies in the U.S. and global markets. Ms. Hayes is a Certified Public Accountant and has seven years of accounting experience with PricewaterhouseCoopers and Councilor, Buchanan & Mitchell. Her background includes strategic advisory to executive management and boards of directors, forensic investigations, business valuations, and Sarbanes Oxley controls. Ms. Hayes 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. In 2025, Mr. Heller joined Venable LLP as a Senior Policy Advisor, where he continues to contribute his expertise in public policy and governmental affairs. 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. 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 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 an 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.
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 2024 Summary Compensation Table below.
Bonus
Bonus From time-to-time, Bridger provides the named executive officers with discretionary annual bonuses. None of our named executive officers received bonuses with respect to 2024. Please see the “Bonus” column in the 2024 Summary Compensation Table for the bonus amounts earned by the named executive officers during 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, Eric Gerratt and Sam Davis received RSUs with respect to 1,742,182, 871,147, 500,000 and 393,675 shares of Common Stock, respectively, with 871,091, 87,115, 50,000, and 39,368, respectively, vested RSUs as of the closing of the Business Combination, and the remaining RSUs (x) granted to Mr. Timothy Sheehy vesting (i) 20% on January 24, 2024, (ii) 20% on January 24, 2025, and (iii) 10% on January 24, 2026, and (y) granted to Messrs. James Muchmore, Eric Gerratt and Sam Davis vesting (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. During 2024, Mr. Sam Davis received RSUs with respect to 100,000 shares of Common Stock vesting (i) 25% on January 24, 2025, (ii) 25% on January 24, 2026, (iii) 25% on January 24, 2027, and (iv) 25% on January 24, 2028, subject to Mr. Davis’s continued service through the applicable vesting date.
2023 Omnibus Incentive Plan
| 1 | Effective July 1, 2024, Mr. Davis assumed the role of interim Chief Executive Officer, and effective March 17, 2025, Mr. Davis assumed the role of permanent President and Chief Executive Officer. |
2023 Omnibus Incentive Plan
| 2 | As previously disclosed, Mr. Sheehy resigned from his role as President and Chief Executive Officer, effective July 1, 2024. |
2024 Summary Compensation Table
2024 Summary Compensation Table The following table shows information regarding the compensation of the named executive officers for services performed in the year ended December 31, 2024 and, to the extent required by SEC disclosure rules, December 31, 2023. 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.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | Total Realized Compensation Taking Into Account Turned Back and Unsettled Awards and Without Restricted Stock Units That Have Not Vested or Settled(4) | | Sam Davis(5) President and Chief Executive Officer | 2024 | $220,559 | $0 | $525,000 | $8,400 | $753,959 | $228,959 | | Timothy Sheehy(6) Former President and Chief Executive Officer | 2024 | $48,764 | $0 | $0 | $1,318 | $50,082 | $50,082 | | | 2023 | $149,039 | $2,307,162 | $17,752,835 | $3,779 | $20,212,815 | $2,459,980 | | James Muchmore Chief Legal Officer | 2024 | $424,999 | $0 | $0 | $13,800 | $438,799 | $438,799 | | | 2023 | $418,269 | $848,819 | $8,876,988 | $8,885 | $10,152,961 | $1,275,973 | | Eric Gerratt Chief Financial Officer | 2024 | $424,999 | $0 | $0 | $13,800 | $438,799 | $438,799 |
2024 Summary Compensation Table
| (1) Amounts reported in this column for 2023 represent a transaction bonus of $1,072,500 and $503,750 for Messrs. Timothy Sheehy and James Muchmore, respectively, and a discretionary bonus of $1,234,662 and $345,069 for Messrs. Timothy Sheehy and Muchmore, respectively. In lieu of a portion of these cash bonuses, Messrs. Sheehy and Muchmore agreed to have the bonus amount converted into 263,833 and 113,255 shares of Common Stock, respectively. |
2024 Summary Compensation Table
| (2) Amounts reported in this column for 2024 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. In April 2024, Mr. Timothy Sheehy returned to the Company all of the RSUs granted to him in 2023 in connection with the Business Combination, consisting of 1,742,182 unsettled and unvested awards, which RSUs were contributed back to the 2023 Omnibus Incentive Plan for the benefit of Bridger employees. |
2024 Summary Compensation Table
| (3) Amounts reported for Messrs. Sam Davis, Timothy Sheehy, James Muchmore, and Eric Gerratt represent 401(k) employer matching contributions. |
2024 Summary Compensation Table
| (4) For 2024, 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 RSUs granted in 2024 that have not vested as of December 31, 2024. For 2023, 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 RSU awards returned to the Company by Mr. Timothy Sheehy, and less the grant date fair value of the RSUs granted in 2023 that were not settled or vested as of December 31, 2023. The amounts shown in the separate column are provided on a supplemental basis and are not a substitute for the amounts reported in the Total column as calculated in accordance with SEC rules. |
2024 Summary Compensation Table
| (5) Mr. Davis was appointed interim Chief Executive Officer in July 2024 and was named permanent President and Chief Executive Officer in March 2025. |
2024 Summary Compensation Table
| (6) Mr. Sheehy resigned as President and Chief Executive Officer and director in July 2024. Mr. Sheehy did not receive any severance benefits in connection with his separation from the Company. |
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table shows grants of RSUs outstanding on December 31, 2024, the last day of our fiscal year, for each of our named executive officers.
Outstanding Equity Awards at 2024 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) | | Sam Davis | 1/24/2024 1/23/2023 | 100,000 314,940 | $213,000 $670,822 | | Eric Gerratt | 1/23/2023 | 400,000 | $852,000 | | James Muchmore | 1/23/2023 | 696,918 | $1,484,435 | | Timothy Sheehy | 1/23/2023 | 0(3) | $0(3) |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (1) RSUs granted to Messrs. Timothy Sheehy vested or vest as follows: (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. However, 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 were contributed back to the 2023 Omnibus Incentive Plan for the benefit of Bridger employees. RSUs granted to Messrs. James Muchmore, Eric Gerratt and Sam Davis in 2023 vested or vest as follows: (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. RSUs granted to Mr. Sam Davis in 2024 vested or vest as follows: (i) 25% on January 24, 2025; (ii) 25% on January 24, 2026; (iii) 25% on January 24, 2027; and (iv) 25% on January 24, 2028, subject to continued service through the applicable vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (2) The market value of RSUs is calculated using $2.13, the closing trading price of our Common Stock on December 31, 2024. |
Outstanding Equity Awards at 2024 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 were contributed back to the 2023 Omnibus Incentive Plan for the benefit of Bridger employees. |
Director Compensation
Director Compensation Bridger pays its non-employee and non-affiliated directors an annual cash retainer of $100,000 for their services as members of Bridger’s board of directors and pro-rated for any partial year of service. In addition, in September 2024, each of Mr. Drohan, Ms. Fascitelli, Ms. Hayes, Mr. Heller, Mr. Howard, Mr. Savage, and Mr. Schellenberg received equity grants of 38,887 shares of common stock, with a value on the grant date of $100,000. The following table sets forth information for the year ended December 31, 2024 regarding the compensation awarded to Bridger’s non-employee and non-affiliated directors. Todd Hirsch was a Blackstone Inc. appointed director and did not receive any compensation for his services as a member of Bridger’s board of directors. Mr. Kelter did not receive additional compensation for his services as Executive Chairman and a member of the board of directors. Timothy Sheehy and McAndrew Rudisill were employees of Bridger and did not receive additional compensation for their service as a member of the board of directors. Please see the 2024 Summary Compensation Table for the compensation received by Mr. Timothy Sheehy with respect to 2024.
2024 Director Compensation Table
2024 Director Compensation Table
2024 Director Compensation Table
| Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Dan Drohan | $50,000 | $95,273 | $0 | $145,273 | | Elizabeth Fascitelli | $83,333 | $95,273 | $0 | $178,606 | | Anne Hayes | $100,000 | $95,273 | $0 | $195,273 | | Dean Heller | $100,000 | $95,273 | $0 | $195,273 | | Todd Hirsch | $0 | $0 | $0 | $0 | | Wyman Howard | $100,000 | $95,273 | $0 | $195,273 | | Jeffrey Kelter | $0 | $0 | $0 | $0 | | McAndrew Rudisill | $0 | $0 | $0 | $0 | | Robert Savage | $100,000 | $95,273 | $0 | $195,273 | | Matthew Sheehy | $0 | $0 | $0 | $0 | | David Schellenberg | $83,333 | $95,273 | $0 | $178,606 |
2024 Director Compensation Table
| (1) Each of Mr. Hirsch and Mr. Rudisill resigned from the board of directors, effective May 31, 2024. Mr. Sheehy resigned from the board of directors, effective November 6, 2024. Mr. Drohan was appointed to the board of directors, effective July 1, 2024. |
2024 Director Compensation Table
| (2) Amounts reported in this column for 2024 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. As of December 31, 2024, the non-employee directors held unvested RSU awards with respect to the following number of shares: Ms. Hayes, 105,401 shares, and Mr. Howard, 105,401 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 were contributed back to the 2023 Omnibus Incentive Plan for the benefit of Bridger employees. |