Jeffrey Kelter
About Jeffrey Kelter
Jeffrey E. Kelter, age 70, is Executive Chairman and an independent Class III director of Bridger Aerospace Group Holdings, Inc. (BAER), serving on the Board since January 2023; he holds a B.A. in Urban Studies from Trinity College and is a veteran real estate investor and operator who founded and led multiple public and private platforms . He co-founded KSH Capital (2015–present), previously founded and was CEO of KTR Capital Partners (2005–2015), and earlier served as President, CEO and Trustee of Keystone Property Trust (NYSE:KTR), taking it public in 1997 and selling it in 2004; he currently serves on Invitation Homes’ Board (NYSE:INVH), and has held prior board and trustee roles at Gramercy Property Trust, Cold Spring Harbor Laboratory, Trinity College, and Westminster School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Keystone Property Trust (NYSE:KTR) | President, CEO, Trustee; founded predecessor (1982), took public (1997), sold (2004) | 1997–2004 (sale 2004) | Led industrial REIT public listing and strategic sale |
| KTR Capital Partners | Founding Partner & CEO; raised >$7.0B of investment capacity; sold to Prologis/Norges | 2005–2015 | Built leading industrial PE/operating platform; executed sale in May 2015 |
| Jack Creek Investment Corp. (SPAC) | Director (pre-BAER business combination) | 2021–Jan 24, 2023 | Transitioned to BAER Chairman at Closing |
| KSH Capital | Co-Founder & Partner | 2015–present | Founding investment partner of Valor Real Estate Partners (London) |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Invitation Homes (NYSE:INVH) | Director | Current | Public company board service |
| Gramercy Property Trust (NYSE:GPT) | Director | 2015–2018 | Prior public company board |
| Starwood Waypoint Homes / Colony Starwood | Director (predecessors to INVH) | Since 2014 (prior to INVH) | Predecessor boards prior to INVH combination |
| Cold Spring Harbor Laboratory | Trustee | Current | Non-profit trustee |
| Trinity College | Trustee | 2010–Apr 2020 | Non-profit trustee |
| Westminster School | Trustee | Sept 2011–Apr 2020 | Non-profit trustee |
Board Governance
- Independence: The Board determined Kelter qualifies as “independent” under Nasdaq rules .
- Leadership: Serves as Executive Chairman (non-employee), presiding at board and stockholder meetings and serving as liaison to stockholders, among other duties .
- Committee memberships: Current standing committee rosters (Audit, Compensation, Nominating & Governance) do not list Kelter as a member; chairs are Hayes (Audit), Heller (Compensation), Howard (Nominating) .
- Attendance: The Board met six times in 2024; each director attended >75% of Board and applicable committee meetings; eight directors attended the 2024 annual meeting online .
- Committee activity: Audit (4 meetings, Hayes chair), Compensation (4 meetings, Heller chair), Nominating & Governance (6 meetings, Howard chair) .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | BAER pays non-employee, non-affiliated directors $100,000 annually, but “Mr. Kelter did not receive additional compensation for his services as Executive Chairman and a member of the board of directors” |
| Equity grant | $0 | September 2024 director equity grants of 38,887 shares (~$100,000 grant-date value) were made to other non-employee directors; Kelter received none |
Performance Compensation
- No director performance-based compensation, options, or PSUs for Kelter are disclosed for 2024; BAER does not report performance metrics tied to director compensation in the proxy .
Other Directorships & Interlocks
| Relationship | Description | Potential Implication |
|---|---|---|
| Invitation Homes interlock | Kelter serves on Invitation Homes’ Board; BAER director Wyman Howard also serves on Invitation Homes’ Board | Information flow/interlock; may benefit cross-board insights but warrants monitoring for conflicts |
| KSH Capital affiliation | Kelter (Co-Founder & Partner) and BAER director Robert Savage (Co-Founder & President) are both principals at KSH Capital | Boardroom alignment via shared investment background; monitor for related-party considerations though none disclosed with KSH |
Expertise & Qualifications
- Founding/growth operator of public and private industrial real estate platforms with successful exits; deep capital markets and governance experience (Keystone IPO/sale; KTR funds and sale) .
- Current large-cap residential rental sector board experience (INVH) and prior REIT board roles (GPT) .
- Non-profit governance as trustee (Cold Spring Harbor Laboratory; prior Trinity College, Westminster School) .
- Education: B.A., Urban Studies (Trinity College) .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 3,778,044 shares (including shares and warrants exercisable within 60 days), representing 6.56% of outstanding shares |
| Shares outstanding (record date) | 54,742,646 shares (Apr 24, 2025) |
| Direct holdings | 228,224 common shares; 470,000 shares underlying warrants held directly |
| Windy Point Investments LLC | 527,800 common shares; 2,350,000 shares underlying warrants (shared voting/disposition authority) |
| K5 Equity Capital Holdings, LLC | 202,020 common shares via the Fund (indirect beneficial ownership via Kelter Family Investments LLC manager role) |
| Pledging/Hedging | Company policy prohibits hedging and pledging of company securities for directors/officers/employees |
Governance Assessment
- Strengths: Independent Executive Chairman; high attendance; no director cash/equity compensation taken in 2024, signaling cost discipline; substantial beneficial ownership (6.56%) aligning interests; company-wide prohibition on hedging/pledging improves alignment .
- Interlocks/Influence: Dual KSH Capital principals (Kelter and Savage) on BAER’s Board and cross-board service at Invitation Homes with Wyman Howard could concentrate influence; while no related-party transactions with KSH are disclosed, the Board should continue robust independence oversight and related-party safeguards .
- Structural considerations: Founder Stockholders retain the right to nominate chairs of Compensation and Nominating committees if they own ≥10%, which can shape committee leadership; the presence of Board Observers from MAB Funding adds complexity to governance dynamics though observers lack voting rights .
- Controls & Remediation: BAER adopted an incentive-compensation clawback policy; following the July 12, 2024 restatement (10-K/A), management determined no recovery was required because impacted measures did not drive executive incentive payouts—transparency here is positive but restatement is a governance risk signal warranting continued audit committee vigilance .
RED FLAGS: Board interlocks (KSH principals on Board; shared Invitation Homes directorship), concentrated warrant exposure via affiliated entities, and founder rights to nominate committee chairs; maintain strong independent oversight, robust related-party review, and clear recusals as needed .