Anne Hayes
About Anne Hayes
Anne Hayes (age 43) is an independent Class II director of Bridger Aerospace Group Holdings (BAER) serving since September 2023, with her term expiring at the 2027 annual meeting . She is currently Chief Financial Officer of Davinci Energy, a next‑generation geothermal company; previously she spent ~17 years in investing and finance roles, is a Certified Public Accountant, and is designated by the board as an “audit committee financial expert” . The board affirms her independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quadrant Capital Advisors (single-family office) | Director (investments in early/growth stage companies) | 2008–2025 | Strategic investing; advised management/boards |
| PricewaterhouseCoopers; Councilor, Buchanan & Mitchell | Accounting/advisory, outsourced CFO | ~7 years (prior to 2008) | Forensic investigations, valuations, Sarbanes-Oxley controls |
| Councilor, Buchanan & Mitchell (accounting & advisory) | Chief Financial Officer | 2020–2024 | Finance leadership; prior to joining BAER board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Davinci Energy (next-gen geothermal) | Chief Financial Officer | 2025–present | Based in Denver, operations in California |
| Quadrant Capital Advisors | Director | 2008–2025 | Director role prior to Davinci transition |
| Councilor, Buchanan & Mitchell | Chief Financial Officer | 2020–2024 | Prior CFO role noted in 2024 proxy |
Board Governance
- Committee leadership and membership:
- Audit Committee: Chair; the board deems Hayes financially literate and an “audit committee financial expert” . The Audit Committee met 4 times in 2024 .
- Compensation Committee: Member; committee met 4 times in 2024 .
- Independence and attendance:
- The board determined Ms. Hayes is independent under Nasdaq rules .
- Each director attended >75% of aggregate board and committee meetings in 2024 (company met 6 times) .
- Board structure and oversight context:
- Executive Chairman: Jeffrey Kelter (non-employee); board conducts risk oversight directly, with Audit Committee focus on financial reporting, controls, compliance, IT/cybersecurity, and related-person transactions .
- Prohibition on hedging/pledging: Company policy bans hedging and pledging of BAER securities by directors .
Fixed Compensation
| Year | Cash Retainer (Director) | Notes |
|---|---|---|
| 2024 | $100,000 | Standard annual cash retainer for non-employee, non-affiliate directors |
| 2023 | $25,205 | Pro‑rated cash fees for partial year of service in 2023 |
Performance Compensation
| Year | Equity Type | Grant Date | Shares/Units | Reported Grant-Date Fair Value | Vesting Schedule / Metrics |
|---|---|---|---|---|---|
| 2024 | Stock award (common) | Sep 2024 | 38,887 | $95,273 (reported) ; grant policy value $100,000 | Not performance-based; director equity grants (2023 program) vest in equal 20% annual installments or upon change of control, subject to service |
| 2023 | RSUs (director award) | 2023 | Included in $999,990 stock award value | $999,990 | Director award vests in equal 20% annual installments or change of control; time-based (no metrics) |
- Performance metrics: None disclosed for director compensation; director equity is time-based (not tied to revenue/EBITDA/TSR, etc.) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Ms. Hayes |
| Prior public company boards | None disclosed for Ms. Hayes |
| Interlocks (compensation or other) | None disclosed; committee memberships disclosed without interlock notations |
Expertise & Qualifications
- CPA with forensic accounting, valuations, SOX controls, and advisory experience; strong corporate finance background .
- Board-designated audit committee financial expert .
- Education: B.S. in Finance (Villanova, honors); M.S. in Finance (University of Denver – Daniels College of Business) .
- Investing experience across early and growth-stage companies in U.S. and global markets .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (4/24/2025) | 65,237 shares; under 1% of outstanding |
| Shares outstanding (4/24/2025) | 54,742,646 |
| Unvested RSUs held (12/31/2024) | 105,401 (non-employee director RSUs) |
| Hedging/pledging | Prohibited by company policy |
Related-Party Exposure and Conflicts
- The company disclosed related-party transactions in recent years involving founder/former executives (e.g., PC‑12 aircraft leases, Series 2022 bonds, training/charter rentals) and certain financing/observer arrangements; Ms. Hayes is not identified as a related person in these transactions .
- Audit Committee (chaired by Hayes) oversees related-person transaction review under a written policy; post‑policy transactions like the PC‑12 leases and April 2024 registered direct offering were approved per policy .
Say‑on‑Pay, Clawback, and Shareholder Feedback
- As an Emerging Growth Company, BAER is not required to conduct Say‑on‑Pay votes; thus, no Say‑on‑Pay results are disclosed .
- Clawback: Policy adopted to comply with SEC/Nasdaq rules; after a July 12, 2024 Form 10‑K amendment/restatement, the company determined no recovery was required because no incentive compensation was based on restated measures .
Governance Assessment
-
Strengths
- Independent director with deep finance/audit credentials; designated audit committee financial expert and Audit Chair; policy prohibition on hedging/pledging supports alignment .
- Engagement: each director met the >75% attendance requirement in 2024; Audit Committee met regularly (4x) under her chairship .
- Director pay structure balances cash retainer with equity, reinforcing shareholder alignment; meaningful unvested RSUs outstanding for directors .
-
Watch items / considerations
- Financial reporting rigor: company filed a 2023 restatement in July 2024 (no clawback triggered). Continued focus on controls and oversight is warranted given Hayes’ role as Audit Chair .
- Legacy related‑party transactions (historical leases/bonds/training/charter) were disclosed and governed by policy; none involve Hayes, but ongoing monitoring by Audit Committee remains important .
- Board observers (MAB/Avenue) and founder stockholder rights (e.g., committee chair nomination rights) create structural complexities that merit continued independent oversight by committees including Audit and Compensation (of which Hayes is a member) .