Dean Heller
About Dean Heller
Independent Class II director at Bridger Aerospace Group Holdings (“BAER”), age 64, serving since January 2023. Former U.S. Senator from Nevada (May 2011–January 2019); prior roles include U.S. Representative for NV-2, Nevada Secretary of State, and Nevada State Assembly. Currently Senior Policy Advisor at Venable LLP (joined 2025). Holds a B.S. in Business Administration from USC; background includes institutional equities trading on the Pacific Stock Exchange and municipal finance banking .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Senate | Senator (Nevada) | May 2011–Jan 2019 | Served on Finance, Banking, Veterans’ Affairs, Commerce |
| U.S. House of Representatives | Representative (NV-2) | Prior to Senate (dates not disclosed) | Financial and commerce policy exposure |
| State of Nevada | Secretary of State; State Assembly (Carson City) | Not disclosed | State-level governance and elections oversight |
| Pacific Stock Exchange | Institutional Equities Trader | Not disclosed | Market operations experience |
| Banking sector | Municipal Finance Representative | Not disclosed | Public finance expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Venable LLP | Senior Policy Advisor | 2025–present | Public policy/governmental affairs |
| Toyota Financial Savings Bank | Director | Jan 2019–Sep 2021 | Banking oversight; Nevada-chartered institution |
Board Governance
- Independence: Board determined Heller is independent under Nasdaq rules; no family relationships requiring disclosure .
- Committee assignments:
- Compensation Committee: Chair; 4 meetings in 2024 .
- Nominating & Corporate Governance Committee: Member; 6 meetings in 2024 .
- Attendance: Board met 6 times in 2024; each director attended >75% of Board and committee meetings; 8 directors attended the 2024 annual meeting .
- Stockholders Agreement: Founder Stockholders (≥10% ownership) have rights to nominate chairs of Compensation and Nominating & Corporate Governance Committees; Heller serves as Compensation Committee Chair .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Chair | 4 |
| Nominating & Corporate Governance | Member | 6 |
Fixed Compensation
| Year | Cash Retainer (USD) | Equity (Grant Date Fair Value, USD) | Total (USD) |
|---|---|---|---|
| 2024 | $100,000 | $95,273 | $195,273 |
- 2024 Director grant: 38,887 common shares granted in September 2024, valued at $100,000 on the grant date (company-wide for non-employee directors; Heller included) .
Performance Compensation
- No performance-based metrics or bonus framework disclosed for non-employee directors; director pay comprised fixed cash retainer and time-based equity grants .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Heller .
- Prior board roles: Toyota Financial Savings Bank (2019–2021) .
- Interlocks: No related-party transactions or board interlocks involving Heller disclosed in “Certain Relationships and Related Person Transactions” (transactions disclosed pertain to other individuals/entities) .
Expertise & Qualifications
- Public policy, financial markets, and banking expertise from U.S. Senate/House committee service and prior trading/municipal finance roles .
- Business degree (USC); Distinguished USC Alumni Award (2012) .
Equity Ownership
| Holder | Shares | % of Outstanding |
|---|---|---|
| Dean Heller | 233,323 | <1% (denoted “*”) |
- Company policy prohibits hedging and pledging of company securities by directors, officers, contractors, and employees .
- Stock ownership guidelines for directors: Not disclosed in proxy .
Insider Trades
| Date | Form | Transaction | Shares | Price | Ownership After |
|---|---|---|---|---|---|
| 2024-09-16 | Form 4 | Stock Award (Grant) | 95,273 | $2.45 | 233,323 |
Note: SEC Form 4 filing (Heller; filed 2024-09-18) confirms reporting person and Section 16 status; document hosted on BAER IR site; signature by attorney-in-fact (James Muchmore) .
Governance Assessment
-
Strengths
- Independent director; chairs Compensation Committee, signaling influence over pay governance .
- Solid attendance and committee engagement (Board: 6 meetings; Compensation: 4; Nominating & Gov: 6 in 2024) .
- Prohibitions on hedging/pledging enhance alignment; equity retainer adds skin-in-the-game .
- Indemnification agreements in place for directors; standard governance protection .
-
Watch items / potential red flags
- Founder Stockholders’ right to nominate chairs of Compensation and Nominating & Governance committees can introduce influence channels; Heller chairs Compensation within this framework .
- No director-specific performance metrics disclosed; compensation primarily fixed cash plus time-based equity (limited direct pay-for-performance linkage for directors) .
- Related-party transactions exist at the company level (e.g., aircraft leases, training expenses tied to a former CEO), though none involve Heller; ongoing monitoring of related-party oversight remains prudent .
-
Independence & conflicts
- Board affirmed independence; no Item 404 related-party transactions disclosed involving Heller .
- External advisory role at Venable LLP noted; no company transactions with Venable disclosed in proxy; continue to monitor for any prospective engagements .
-
Investor confidence signals
- Balanced director pay mix (cash + equity), explicit anti-hedging/pledging policy, and documented committee activity support governance effectiveness .
- Emerging growth company status reduces say-on-pay requirements, placing more emphasis on Compensation Committee oversight and disclosure quality .