Ian Kantrowitz

About Ian Kantrowitz

Ian Kantrowitz, 45, is Vice President and a Director of BrooQLy Inc. d/b/a Dynamic Aerospace Systems Corporation (BRQL) since February 25, 2025; his employment agreement became effective July 20, 2025 and he reports to the CEO and indirectly to the Board . He previously served as VP of Investor Relations (2021–2025) and Director of Investor Relations (2014–2021) at Alpine 4, where he led investor messaging and capital access; earlier roles included project management at Continental Homes and Engle Homes and top-ranked banker at Wells Fargo . Governance context: BRQL combines the CEO and Chair roles, has no standing Compensation Committee (Board acts as such, with the CEO participating in compensation deliberations), and currently identifies only two independent directors (Rich, Torres) . Performance metrics (TSR, revenue, EBITDA) tied to his compensation are not specified in the proxy; compensation is described as base salary with discretionary performance-based bonus and potential equity via RSU plans .

Past Roles

External Roles

Board Service and Governance (BRQL)

• Board service: Director since February 25, 2025; Board held five meetings post-change of control; each director attended all meetings .
• Independence and structure: Only Ron J. Rich and Jorge L. Torres qualify as independent; CEO also serves as Chair; no standing Audit/Compensation/Nominating committees formed yet (Board acting as Audit; no Compensation Committee; CEO participated in executive compensation deliberations) .
• Director compensation: Company discloses no cash compensation to directors; RSUs granted to independent directors (see below) .

Fixed Compensation

Performance Compensation

Notes:

• As of the proxy date, no specific RSU or option grant to Mr. Kantrowitz is disclosed; the Board may grant equity at its discretion; the company had no option plan in place as of the proxy .

Equity Ownership & Alignment

Additional ownership details:

• Mr. Kantrowitz is a member of Aerospace Capital Partners, LLC (ACP). He does not directly own common shares; the common shares are held by ACP. He indirectly owns 18,564,700 Series A Preferred through ACP and owns 15% of ACP; he disclaims beneficial ownership except to the extent of his pecuniary interest .
• Voting rights: Series A carries 10 votes per share; Series B collectively equals 200% of the total voting power of all other classes outstanding (allocated per share if >1 share outstanding) .
• Stock ownership guidelines, pledging/hedging policies, and vested/unvested breakdown are not disclosed in the proxy .

Employment Terms

• Appointment/start: Vice President since February 25, 2025; employment agreement effective July 20, 2025 .
• Reporting lines: Reports to CEO; indirectly to the Board; responsibilities span investor relations, corporate messaging, marketing, capital raising, and sales initiatives .
• Economics: $150,000 base with 10% annual increases; eligible for performance-based bonus (discretionary) .
• Equity eligibility: RSU plans adopted; company states options may be granted at Board discretion, though no stock option plan existed as of the proxy .
• Severance/change-of-control, non-compete/non-solicit, clawback, tax gross-ups, deferred comp/Pension/SERP: not disclosed in the proxy .

Director Compensation (Board context)

• Cash retainers/fees: No director compensation paid (cash) as of proxy disclosure .
• Equity: RSUs granted to independent directors:
  • Ron J. Rich: 100,000 RSUs (grant March 19, 2025); 10% vests 03/19/2026; 30% vests 03/19/2027; 60% vests 03/19/2028. Additional 100,000 RSUs granted Oct 15, 2025 with same vesting cadence .
  • Jorge L. Torres: 100,000 RSUs (grant April 9, 2025); 10% vests 04/09/2026; 30% vests 04/09/2027; 60% vests 04/09/2028 .

Related Party Transactions and Control

• Change of control: On Feb 25, 2025, ACP acquired ~70.3% of common shares (18,000,000 shares) and became controlling shareholder .
• Management control: Kent Wilson (CEO), Jeff Hail (COO), Ian Kantrowitz (VP), and Shannon Rigney (VP) are the four members/managers of ACP .
• Other RPTs: Company owed reimbursement to CEO ($60,523) and COO ($43,980) for expenses paid on behalf of the Company as of June 30, 2025 .

Performance & Track Record

• Notable achievements: At Alpine 4, Kantrowitz facilitated capital access and investor relations through growth phases and board service, bringing project management and financial services experience .
• Section 16 compliance (prior company): Alpine 4 disclosed late Section 16 filings by Mr. Kantrowitz (1 late report; 3 transactions not timely in 2020 and again in 2022), a process-control risk indicator for reporting timeliness .

Compensation Committee Analysis

• No standing Compensation Committee; Board (with CEO participation) handled executive compensation deliberations during the last fiscal year, a governance risk given potential conflicts .
• Board plans to form committees (Audit, Nominating & Governance, Compensation) but they are not yet established .

Vesting Schedules and Potential Selling Pressure

• Executive RSU Plan: 10%/30%/60% vesting over years 1/2/3; settlement 6 months post-vesting; time-based structure could concentrate liquidity windows post-vesting if/when grants occur .
• Broad RSU Plan: 10%/15%/25%/30%/20% over years 1–5; settlement 6 months post-vesting .
• No RSU/option grant to Mr. Kantrowitz disclosed as of the proxy; monitor future Form 4 filings for grants/sales .

Equity Ownership & Voting Power Detail (Context)

• Authorized and outstanding (record date Oct 13, 2025): 25,615,000 common outstanding; 24,805,000 Series A outstanding; 4 Series B outstanding; 329,289 Series C; 115,502 Series D. Series A votes 10:1; Series B aggregates to 200% of all other voting power .
• Beneficial ownership table shows each executive as having 70%+ “Percentage Ownership” in common due to ACP control, with footnotes clarifying indirect interests and disclaimers; Mr. Kantrowitz owns 15% of ACP .

Investment Implications

• Alignment vs control risk: Kantrowitz’s equity exposure is primarily via ACP’s controlling stake and Series A/B voting rights, aligning him with the control group but creating significant minority shareholder governance risk (combined CEO/Chair; no Comp Committee; CEO participates in pay setting) .
• Incentive design: Current disclosure indicates time-based RSUs (if/when granted) and discretionary bonuses without specified financial metrics; lack of explicit, objective performance targets weakens pay-for-performance signals and reduces transparency .
• Liquidity/selling pressure: If executive RSU grants are made, three-year front-loaded vesting with 6-month settlement can create predictable sell windows; monitor new awards and 10b5-1 plans to gauge supply dynamics .
• Process risks: Prior late Section 16 filings at Alpine 4 suggest a need to monitor BRQL’s insider reporting rigor for potential compliance lapses that could precede adverse headlines .
• Net take: Strong control alignment within ACP may accelerate decision-making and capital access, but governance structure (no independent comp oversight; concentrated voting power) elevates downside risk if execution stumbles or capital needs require dilutive actions; investors should emphasize upcoming committee formation, disclosure of clear incentive metrics, and any insider trading plans.

Sources: BRQL 2025 DEF 14A (filed Oct 28, 2025) and historical ALPP proxies/8-Ks as cited.