Dan Drohan
About Dan Drohan
Independent Class I Director at Bridger Aerospace (BAER), age 53, serving since July 1, 2024; current term runs to the 2026 Annual Meeting. Career entrepreneur in business aviation: founded Sunset Aviation in 1992 (sold in 2007) and launched Solairus Aviation in 2009, where he serves as CEO leading one of the largest private aviation asset management fleets globally. Board determined him independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sunset Aviation | Founder; architect of growth; oversaw acquisitions and infrastructure initiatives; sold to national conglomerate | 1992–2007 | Built reputation for safety/service; accelerated sales growth pre-sale |
| Solairus Aviation | Founder & Chief Executive Officer | 2009–Present | Developed into leader in private aviation asset management; manages large fleet domestically/internationally |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Solairus Aviation | Chief Executive Officer | 2009–Present | Ongoing operating executive role; private company (no BAER-related transactions disclosed) |
Board Governance
- Independence: Board confirmed Drohan qualifies as “independent” under Nasdaq standards.
- Committee assignments: As of April 2025, standing committees are Audit (Hayes Chair; Fascitelli; Howard), Compensation (Heller Chair; Hayes; Schellenberg; Fascitelli), and Nominating/Corporate Governance (Howard Chair; Fascitelli; Heller); Drohan is not listed on any committee.
- Attendance: In 2024 the Board met six times; each director attended >75% of Board and relevant committee meetings.
- Years of service: Appointed July 1, 2024; Class I term expires at the 2026 Annual Meeting.
- Director selection process: Identified as a candidate by a non‑employee independent director, vetted by the Nominating & Corporate Governance Committee.
Fixed Compensation
| Component | 2024 Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer (pro‑rated) | $50,000 | Company pays $100,000 annual retainer; Drohan joined mid‑year, hence half-year cash fees. |
| Equity grant (RSUs) | $95,273 (grant-date fair value) | September 2024 grant; director equity awards of 38,887 shares valued at $100,000 at grant; proxy reports $95,273 ASC 718 fair value for Drohan in 2024. |
| All other compensation | $0 | None disclosed. |
Performance Compensation
| Metric Category | Metrics/Targets | Applies to Director Pay? | Notes |
|---|---|---|---|
| Financial/TSR/ESG | Revenue growth, EBITDA, TSR percentile, ESG goals | No | No performance metrics tied to non-employee director compensation disclosed. |
Other Directorships & Interlocks
| Company | Role | Public Company? | Overlap/Interlocks |
|---|---|---|---|
| None disclosed in BAER proxy | — | — | No public company board roles for Drohan disclosed; no interlocks identified. |
Expertise & Qualifications
- 35+ years in aviation; founder/operator background with M&A and infrastructure scaling experience.
- Leads large private aviation fleet with domestic and international operations; brings industry-specific operational insight to BAER’s aerial wildfire services domain.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Reference Date |
|---|---|---|---|
| Dan Drohan | 274,181 | <1% | As of April 24, 2025; 54,742,646 shares outstanding. |
| Shares outstanding | 54,742,646 | — | Company common stock outstanding as of April 24, 2025. |
- Pledging/Hedging: No footnotes indicate pledging or hedging by Drohan in the beneficial ownership table.
- Vested vs. unvested breakdown: Not provided for Drohan; table only specifies unvested RSUs for certain other directors.
- Stock ownership guidelines: No director ownership guideline disclosure identified in the proxy.
Governance Assessment
-
Board effectiveness: Drohan adds deep, directly relevant aviation operating expertise, aligned with BAER’s core mission; independence confirmed and attendance thresholds met in 2024, supporting investor confidence.
-
Compensation alignment: Mix emphasizes equity alongside cash retainer (2024: $50k cash vs. ~$95k equity), promoting alignment without performance-contingent pay—standard for director roles.
-
Conflicts/Related-party: No related-party transactions involving Drohan are disclosed; company maintains a formal related person transaction policy with Audit Committee oversight.
-
Committee engagement: Not currently serving on standing committees; absence could modestly limit direct influence over audit, compensation, and nomination matters, though full-board oversight remains active.
-
Shareholder feedback context: BAER is an emerging growth company and is not required to conduct say‑on‑pay votes, reducing formal feedback on executive pay; not directly applicable to director pay but relevant to governance environment.
-
RED FLAGS:
- Founder Stockholders have rights to nominate chairs of Compensation and Nominating committees under the Stockholders Agreement—structural influence that investors should monitor for independence of key committees.
- No disclosed director stock ownership guidelines, which some investors expect as a governance best practice. (no guideline mention)
-
Positive Signals:
- Independent status validated; robust industry credentials; director equity grants to align incentives; structured related-party review process in place.