James Muchmore
About James Muchmore
James Muchmore is Chief Legal Officer and Executive Vice President at Bridger Aerospace (BAER). He has served in this role since 2017, is 51 years old as of April 14, 2025, and holds a B.A. in Government & Law and English from Lafayette College and a J.D. from Syracuse University College of Law . His background spans securities law, M&A, and public/private offerings; prior roles include Chief Securities Counsel at Capital Vacations (2017–2021) and General Counsel at Emerald Oil (2014–2016), which filed for Chapter 11 in March 2016 . Company-wide performance metrics (TSR, revenue, EBITDA) are not disclosed in proxy materials in connection with his compensation.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bridger Aerospace Group Holdings, Inc. | Chief Legal Officer & EVP | 2017–present | Senior legal executive; signatory and officer on M&A agreements (e.g., Flight Test & Mechanical Solutions acquisition; President of Merger Sub on execution pages) . |
| Capital Vacations, LLC | Chief Securities Counsel | 2017–2021 | Securities and corporate matters; public-company readiness and offerings (as described in BAER biography) . |
| Emerald Oil, Inc. | General Counsel | 2014–2016 | Led legal during restructuring; company filed for Chapter 11 in March 2016 . |
| Private legal practice | Attorney (Securities/M&A/Offerings) | 2000–2014 | Advised on securities transactions, M&A, and public/private offerings across industries . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public-company directorships disclosed in BAER proxy biographies for Muchmore . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $350,000 | $418,269 | $424,999 |
| Target Annual Bonus (% of salary) | Discretionary (no target disclosed) | 75% target; 150% max (offer letter 1/13/2023) | 75% target; 150% max (offer letter 1/13/2023) |
| Actual Bonus ($) | $2,407,500 | $848,819 | $0 |
| One-time Cash Bonus ($) | — | $848,818.75 (paid by 7/31/2023 per offer letter) | — |
| All Other Compensation ($) | $1,615 (401(k) match) | $8,885 (401(k) match) | $13,800 (401(k) match) |
| Total Compensation ($) | $2,759,115 | $10,152,961 | $438,799 |
Notes:
- 2023 cash bonus composition: transaction bonus $503,750 and discretionary bonus $345,069; a portion converted into 113,255 shares of common stock .
- Base compensation terms as of Jan 13, 2023 offer: $425,000 salary; bonus target 0.75x salary (max 1.5x) .
Performance Compensation
Annual Incentive (Cash)
| Metric | Weighting | Target | Max | Actual 2023 | Actual 2024 | Performance basis | Vesting/Payment |
|---|---|---|---|---|---|---|---|
| Annual cash bonus | Discretionary | 75% of base salary | 150% of base salary | $848,819 | $0 | Combination of Company and personal performance (board discretion) | Cash; part of 2023 converted to stock (113,255 shares) |
Equity Incentives (RSUs)
| Grant Date | Type | Shares Granted | Fair Value at Grant ($) | Vesting Schedule | Status/Unvested (latest) |
|---|---|---|---|---|---|
| 1/23/2023 | Time-based RSUs | 871,147 | $8,876,988 (2023 Stock Awards column) | 10% at Business Combination close; then 10% on 1/24/2024; 10% on 1/24/2025; 10% on 1/24/2026; 25% on 1/24/2027; 10% on 1/24/2028; 25% on 1/24/2029 (service-based) | 696,918 RSUs unvested as of 12/31/2024; market value $1,484,435 at $2.13/share |
Vesting calendar (Muchmore 2023 RSUs):
- Closing (Jan 2023): 87,115 vested (10%)
- 1/24/2024: 87,115 (10%)
- 1/24/2025: 87,115 (10%)
- 1/24/2026: 87,115 (10%)
- 1/24/2027: 217,787 (25%)
- 1/24/2028: 87,115 (10%)
- 1/24/2029: 217,787 (25%)
Clawback: Company adopted an incentive compensation recoupment policy in 2023; a July 12, 2024 restatement required no recovery since no incentive comp was based on an impacted financial reporting measure .
Equity Ownership & Alignment
| As-of Date | Total Beneficial Ownership (shares) | % of Outstanding | Composition/Notes |
|---|---|---|---|
| 4/24/2023 | 1,873,090 | 4.3% (out of 43,769,290 shares outstanding) | Held via Black River Group LLC; RSUs: 871,147 granted, 87,115 vested at close but settlement post-1/24/2024 . |
| 4/29/2024 | 2,160,574 | 4.44% (out of 48,699,903 shares outstanding) | Footnotes identify executive and large holders; Muchmore listed at 2,160,574 shares . |
| 4/24/2025 | 2,169,050 | 3.96% (out of 54,742,646 shares outstanding) | 1,986,345 shares via Black River Group LLC and 182,705 vested RSUs . |
Stock ownership guidelines / pledging: No pledging or hedging disclosures specific to Muchmore found in the cited proxy sections; beneficial ownership footnotes attribute holdings primarily to Black River Group LLC and vested RSUs .
Employment Terms
| Term | Detail |
|---|---|
| Current role/title | Chief Legal Officer & Executive Vice President . |
| Employment offer (latest cash terms) | Offer letter dated Jan 13, 2023: $425,000 base; bonus target 0.75x salary (max 1.5x); one-time cash bonus $848,818.75 (paid by 7/31/2023); eligible for annual equity grants; standard benefits including 401(k) . |
| Prior employment agreement | Employment agreement dated Aug 1, 2018; amended and restated Dec 6, 2018; auto-renews for 1-year terms unless 60 days’ notice . |
| Severance | Same “Severance Benefits” as CEO’s 2018 agreement: (i) unpaid prior-year bonus; (ii) lump sum equal to 24 months of base salary plus prior year’s total bonus; (iii) lump sum equal to 18 times applicable COBRA premium percentage; payable on day 60 post-termination, subject to release; applies for termination without cause or resignation for good reason; similar treatment if non-renewal without cause/by executive for good reason . |
| Restrictive covenants | 2-year non-compete and 2-year non-solicit post-termination; confidentiality obligations customary . |
Compensation Structure Analysis
- Mix and trend: 2023 compensation was equity-heavy (RSU grant-date value $8.88M) alongside a sizable transaction/discretionary cash bonus; 2024 showed only base + 401(k) match, with no bonus or new stock awards disclosed for Muchmore .
- Incentive design: Cash bonus is discretionary, based on company and personal performance, with a defined target and cap but no disclosed metric weights; equity is time-based RSUs vesting through 2029 (no PSUs/options), which lowers performance linkage but increases retention .
- Clawback and restatement: Policy in place; the 2024 restatement did not trigger recovery, reducing headline governance risk around pay clawback for that period .
Vesting Schedules and Potential Selling Pressure
- Unvested RSUs of 696,918 as of 12/31/2024 vest over 2025–2029 on fixed dates, creating periodic supply events: 10% on 1/24/2025; 10% on 1/24/2026; 25% on 1/24/2027; 10% on 1/24/2028; 25% on 1/24/2029 .
- Beneficial ownership rose from ~1.87M (4.3%) in 2023 to ~2.17M (3.96%) in 2025 amid dilution from higher share count; composition includes a large block via Black River Group LLC and vested RSUs, indicating meaningful “skin in the game” .
Governance, Related Policies, and Red Flags
- Clawback policy aligned with SEC/Nasdaq rules; after a July 2024 restatement, no incentive comp recovery was required, implying minimal direct pay impact from the restatement for Muchmore .
- No specific disclosure of pledging/hedging or tax gross-ups for Muchmore in the cited proxy sections; 401(k) match disclosed ($8,885 in 2023; $13,800 in 2024) .
- RSUs are service-based; no disclosure of change-in-control acceleration specific to Muchmore in cited excerpts; severance mirrors CEO’s 2018 agreement economics .
Investment Implications
- Pay-for-performance alignment is moderate: the annual bonus is discretionary (with defined target/cap but no public metric weights) and equity is time-based RSUs; this structure favors retention and stability but provides limited direct linkage to financial/TSR outcomes .
- Retention risk appears low near term given a long-dated RSU vesting runway through 2029 and sizeable beneficial ownership (~2.17M shares, ~3.96% as of 4/24/2025), though dilution has softened his percentage stake over time .
- Watch for share supply around vest dates (notably 1/24/2025–2029); while Form 4 activity is not summarized here, the vesting cadence could create episodic selling pressure if shares are sold for liquidity or tax .
- Governance mitigants include a compliant clawback policy and clear severance terms; absence of disclosed pledging/tax gross-ups in the cited sections reduces common red flags, though performance-conditioned equity (PSUs) would improve alignment further .
References:
- Executive biographies, ages, and roles
- Compensation tables and narratives
- RSU grants, vesting schedules, and outstanding awards
- Beneficial ownership (shares outstanding and % ownership)
- Employment agreements, severance, and restrictive covenants
- Clawback policy and restatement outcome