Elizabeth Fascitelli
About Elizabeth Fascitelli
Elizabeth Fascitelli, 67, is an independent Class II director of Bridger Aerospace (BAER) since March 2024, with a term expiring at the 2027 annual meeting. She spent 37 years at Goldman Sachs, most recently as Partner, Managing Director, and COO of the Merchant Banking Division, serving on divisional Investment, Risk, and Client/Business Standards Committees; she holds a BA from Dartmouth College and an MBA from Harvard Business School . The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs Group | Partner, Managing Director; COO, Merchant Banking Division | 37-year career (dates not specified) | Served on divisional Investment, Risk, and Client/Business Standards Committees; led initiatives in Compliance, Diversity, Women Investing, Risk |
External Roles
| Organization | Role | Tenure/Status | Committees |
|---|---|---|---|
| Perella Weinberg Partners (NASDAQ: PWP) | Director | Current | Not disclosed |
| Jaws Mustang Acquisition Corp. (NYSE: JWSM) | Director | Current | Not disclosed |
| Rithm Acquisition Corp. (NYSE: RAC) | Director | Current | Not disclosed |
| Dartmouth College | Trustee | Recently completed 8-year term | Not disclosed |
| Cold Spring Harbor | Trustee | Current | Not disclosed |
| CHDI Foundation | Board member | Current | Not disclosed |
| Milwaukee Health Equity Initiative | Co-chair | Current | Not disclosed |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Nominating and Corporate Governance Committee member (chairs are Anne Hayes—Audit; Dean Heller—Compensation; Wyman Howard—Nominating). Fascitelli is not a committee chair .
- Independence: Board deemed Fascitelli independent under Nasdaq standards .
- Attendance: The Board met six times in 2024; each director attended more than 75% of Board and relevant committee meetings .
- Committee activity: Audit (4 meetings in 2024), Compensation (4), Nominating (6) .
- Board structure: Executive Chairman Jeff Kelter (non-employee); Founders holding ≥10% retain rights to nominate chairs of Compensation and Nominating committees, a structural consideration for governance independence .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 4 |
| Compensation | Member | 4 |
| Nominating & Corporate Governance | Member | 6 |
Fixed Compensation
- Policy: Non-employee, non-affiliated directors receive an annual cash retainer of $100,000 (prorated for partial year) .
- 2024 director compensation (company table):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Elizabeth Fascitelli | $83,333 | $95,273 | $0 | $178,606 |
Notes:
- Stock awards represent grant-date fair value of RSUs under ASC 718; grant-date price × shares methodology .
- In September 2024, non-employee directors (including Fascitelli) received equity grants of 38,887 shares of common stock, valued at $100,000 on grant date .
Performance Compensation
- No performance metrics disclosed for director equity awards (director comp consists of cash retainers and equity grants; no meeting fees or chair fees disclosed) .
| Item | Detail |
|---|---|
| Performance metrics tied to director compensation | Not disclosed |
| Equity award (Sept 2024) | 38,887 shares; grant-date value $100,000 |
Other Directorships & Interlocks
- Public boards: Perella Weinberg Partners (PWP), Jaws Mustang Acquisition Corp. (JWSM), Rithm Acquisition Corp. (RAC) .
- Potential interlocks/conflicts: No related party transactions involving Fascitelli were identified at appointment; Company stated none requiring disclosure under Item 404(a) .
- Structural rights: Founders can nominate chairs of key committees when holding ≥10%—a governance influence to monitor .
| Company | Exchange/Ticker | Role | Potential BAER relationship |
|---|---|---|---|
| Perella Weinberg Partners | NASDAQ: PWP | Director | None disclosed |
| Jaws Mustang Acquisition Corp. | NYSE: JWSM | Director | None disclosed |
| Rithm Acquisition Corp. | NYSE: RAC | Director | None disclosed |
Expertise & Qualifications
- Extensive finance and risk management experience; led compliance, diversity, and risk initiatives; significant knowledge of corporate finance and controls .
- Financially literate under Nasdaq rules (Audit Committee membership requires financial statement literacy; board deemed Audit Committee members financially literate) .
Equity Ownership
- Beneficial ownership and alignment:
| Item | Value |
|---|---|
| Shares outstanding (Apr 24, 2025) | 54,742,646 |
| Fascitelli beneficially owned shares | 139,897 |
| Ownership % of outstanding | Less than 1% (“*”) |
| Vested vs. unvested breakdown | Not disclosed (no RSU counts listed for Fascitelli) |
| Pledging/Hedging | Company prohibits hedging and pledging by directors and employees |
Governance Assessment
- Signals of board effectiveness: Multi-committee participation (Audit, Compensation, Nominating) and financial literacy support oversight quality; Board conducted six meetings in 2024 with directors meeting attendance thresholds .
- Shareholder support: Fascitelli received 34,570,261 “For” votes, 8,146 “Withheld,” with 6,526,172 broker non-votes at the May 30, 2024 annual meeting—indicating strong shareholder endorsement .
- Alignment: Director equity grants alongside cash retainers indicate mixed cash/equity compensation; anti-hedging/pledging policy supports ownership alignment .
- Structural considerations: Founder rights to nominate chairs of Compensation and Nominating committees can influence governance dynamics; Blackstone relinquished nomination rights in May 2024, reducing one external influence vector .
- RED FLAGS to monitor:
- Structural chair nomination rights by Founder Stockholders if ≥10% ownership—potential influence over compensation and nominations .
- Board observers from financing counterparties (MAB/Avenue) with access to materials and potential attendance at executive sessions subject to approval—information flow considerations .
- No disclosed director-specific ownership guidelines or compliance status—limited visibility into minimum alignment thresholds .
Appendix: Committee Responsibilities (Context)
- Audit Committee: Oversight of financial reporting, internal controls, auditor independence, compliance, risk management including related-person transactions .
- Compensation Committee: Approves officer and director compensation, administers incentive plans, may retain compensation consultants .
- Nominating & Corporate Governance: Board evaluations, nominations, governance policies; independent members .