Jeff Hail
About Jeff Hail
Jeff Hail is Chief Operating Officer (COO) and a Director of BRQL (d/b/a Dynamic Aerospace Systems) since February 25, 2025; his age is listed as 63 in the director roster. He holds a B.S. in Operations and Production Management from Arizona State University’s W.P. Carey School of Business and previously served as COO (2019–Feb 2025) and SVP of Operations (2014–2019) at Alpine 4 Holdings. He brings public-sector procurement experience (Arizona DOT) and private-sector operating/entrepreneurial experience. Under the current leadership team (including Hail), the company pivoted to UAV and autonomous logistics following acquisitions on April 1, 2025; reported EBITDA remains negative in 2025 as the business scales.
Operating performance snapshot
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| EBITDA ($) | — | — | -430,899* | -1,009,698* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alpine 4 Holdings, Inc. | COO | 2019 – Feb 2025 | Led enterprise operations during multi-subsidiary growth phase. |
| Alpine 4 Holdings, Inc. | SVP of Operations | 2014 – 2019 | Built operating systems and processes across portfolio. |
| Arizona Department of Transportation | Buyer/Contract Officer | N/A (prior role) | Wrote, awarded, and administered highway services contracts. |
| Various private ventures | Founder/Operator | N/A (prior role) | Started and scaled companies in electronics manufacturing and e‑commerce. |
External Roles
- None disclosed for Hail in company filings.
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| Base Salary | $262,500 annually | 10% annual increases; effective Employment Agreement date 7/20/2025. |
| Uplisting Bonus | $20,000 (one-time) | Payable upon uplisting to a national exchange. |
| Capital Raise Bonus | 1% of raises >$1.5M | Paid within 30 days of closing; per employment agreement. |
| Health/Other Benefits | Standard exec plans | Health insurance; eligible for other senior exec benefits. |
Performance Compensation
| Incentive | Metric/Trigger | Target/Weighting | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Executive Bonus Pool | Committee discretion | Not specified | Not specified | Annual payment if awarded. |
| Sales Contract Bonus | New gov’t contracts over $250k | Percent in filed drafts varies (0.75%–2.0%); agreement exhibits reflect differing terms across S‑1/A extracts | Not disclosed | Paid within 30 days of company receiving payment. |
| RSU Eligibility | Equity awards under Executive RSU Plan | Company discretion on award size/terms | No Hail grant disclosed to date | RSU plan vests 10%/30%/60% over years 1/2/3; settlement 6 months post‑vest. |
Note: We did not find a disclosed 2025 annual cash bonus plan with quantitative financial metrics (e.g., revenue/EBITDA) specific to Hail in the proxy; incentives are primarily event-driven (uplisting, capital raises, contract wins) and discretionary pool participation.
Equity Ownership & Alignment
| Holder/Title | Common Shares Beneficially Owned | Ownership % (Common) | Series A Preferred | Series B Preferred | Total Voting Power |
|---|---|---|---|---|---|
| Jeff Hail (COO/Director) | 17,997,000 (indirect via ACP) | 70.25% | 18,939,700 (18,564,700 indirect via ACP + 375,000 direct) | 1 | 344,448,896 |
| Notes | Hail is a member of Aerospace Capital Partners (ACP); disclaims beneficial ownership except to extent of pecuniary interest | Series A carries 10:1 voting rights | Four Series B shares collectively equal 200% of all other voting power | Group (officers/directors) controls majority voting power | |
| Source |
Citations:
Additional alignment/controls observations:
- Hail and three other insiders (Wilson, Kantrowitz, Rigney) are members/managers of ACP, the controlling shareholder, creating concentrated control via Common, Series A (10:1 votes), and Series B super-votes.
- No disclosures found of stock ownership guidelines, hedging/pledging prohibitions, or pledging activity for Hail.
Insider filings and selling pressure:
- Form 3 filed March 11, 2025 shows 18,000,000 Common indirectly via ACP; no Form 4 sales/exercises were located in filings reviewed.
Employment Terms
| Term | Detail |
|---|---|
| Start/Appointment | Appointed COO and Director effective Feb 25, 2025; Employment Agreement effective July 20, 2025. |
| Reporting | Reports to CEO and directly to the Board. |
| Authority | Authorized to act on operational matters, vendors, internal systems, strategic programs, subject to CEO/Board oversight. |
| Term | At-will per agreement (continues until terminated). |
| Severance (No Cause) | 6 months’ base salary plus any bonuses that would have been earned in the ensuing 6 months (subject to release). |
| Termination (Cause) | Accrued but unpaid salary and vested benefits only. |
| Death/Disability | Salary and vested benefits paid to executive/estate for 18 months. |
| Non-Compete/Non‑Solicit | Applies per separate agreement; specific duration/scope not disclosed in the exhibit excerpts. |
| Governing Law | Michigan. |
Related party transactions / reimbursements:
- Company owed Hail $43,980 as of June 30, 2025 for expenses he paid on behalf of the Company (and $60,523 owed to CEO).
Board Governance (Hail as Director)
- Board/tenure: Appointed to the Board Feb 25, 2025.
- Leadership structure: CEO also serves as Chairman (Wilson). Hail is a management director (COO), not independent.
- Committees: As of the proxy, no standing Audit/Compensation/Governance committees; the full Board acts as Audit Committee. Plans exist to form committees; independence currently limited (only Mr. Rich and Mr. Torres would qualify as independent).
- Attendance: Board met five times since the change of control; all directors attended all meetings.
- Director compensation: Company states it has formal agreements but has not paid directors; however, RSUs were granted to independent directors Rich and Torres (100,000 each; 10%/30%/60% vest over 3 years; additional 100,000 granted to Rich on Oct 15, 2025). No director equity grant for Hail disclosed.
Dual-role implications:
- As an executive director (COO), Hail participates in board oversight while part of management; combined CEO/Chair roles and super-voting preferred amplify insider control, which may limit independent oversight until committees/independent majority are established.
Performance & Track Record
- Strategic pivot under new control: On April 1, 2025, BRQL acquired UAV-related assets (Vayu US, Impossible Aerospace, Global Autonomous) and shifted to UAV/autonomous logistics (“Dynamic Aerospace Systems”).
- 2025 earnings profile: Negative EBITDA in Q2 and Q3 2025 as investments ramp; revenue not disclosed in S&P feed for Q1–Q3 2025. [EBITDA table above]*
Compensation Structure Analysis
- Mix and leverage: Hail’s package blends fixed pay with event-driven incentives (uplisting bonus, capital raise %, government contract % bonus) plus discretionary bonus pool and eligibility for RSUs. This tilts incentives toward financing and contract wins rather than traditional annual financial metric targets.
- Equity plan mechanics: Executive RSU Plan vests 10%/30%/60% over 3 years with settlement 6 months post-vesting—front-loaded vest in year 3 may concentrate future settlement windows; however, no Hail RSU grant disclosed yet.
- Severance economics: 6 months base plus near-term bonus accruals offers moderate retention economics; death/disability benefits are comparatively generous at 18 months.
- Governance risk: Absence of compensation committee (Board sets comp), super-voting structure, and insider control via ACP present potential governance red flags until independent oversight is formalized.
Risk Indicators & Red Flags
- Governance/control: Super-voting Series B (collectively 200% of all other votes) and 10:1 voting Series A, combined with insider group control via ACP, concentrate voting power.
- Committee independence: No standing Compensation Committee; board-level comp decisions may lack independent checks in the near term.
- Related party: Reimbursements owed to executives (e.g., $43,980 to Hail) indicate cash support from insiders; not unusual for micro-caps but noteworthy.
- Legal proceedings: None requiring disclosure as of proxy date.
- Hedging/pledging/clawback: Code of Ethics referenced, but no specific hedging/pledging/clawback policy disclosures identified in filings reviewed.
SAY-ON-PAY & Shareholder Feedback
- No say-on-pay history disclosed; directors proposed RSU plans for approval at Dec 11, 2025 annual meeting.
Equity Plan Details (for reference)
- Executive RSU Plan: 10%/30%/60% vesting years 1/2/3; settlement 6 months post‑vest; plan administered by a Board committee.
- Broad RSU Plan: 10%/15%/25%/30%/20% over 5 years; 6‑month settlement post‑vest.
Investment Implications
- Alignment and incentives: Hail’s compensation is levered to value-creation milestones (uplisting, capital raises, government contracts) and discretionary bonus pools; if awards under the Executive RSU Plan are granted in future, equity alignment would increase with a back-weighted vesting profile.
- Governance overhang: Concentrated insider voting control (Series A, Series B) and no standing comp/audit committees create governance risk until an independent majority and committees are implemented; investors should monitor December 2025 proposals and subsequent committee formation.
- Liquidity/selling pressure: No Form 4 insider sales by Hail were located; absent disclosed RSU grants to Hail, near-term vesting-related selling pressure appears limited for him specifically.
- Execution risk: 2025 EBITDA losses underscore scaling risk during the UAV pivot; Hail’s operating mandate targets efficiency and contract execution—watch for government contract wins and conversion of pilots to revenue.
Citations:
- Proxy/DEF 14A:
- 8-Ks (change of control, board changes):
- S‑1 / S‑1/A (Employment Agreement, plan details, ownership):
- Section 16 filings (Form 3):
Additional note on financials: EBITDA values marked with an asterisk are retrieved from S&P Global.*