Kent Wilson
About Kent Wilson
Kent B. Wilson, 52, is Chief Executive Officer and Chairman of the Board of BRQL (d/b/a Dynamic Aerospace Systems), appointed February 25, 2025; he has also served as Interim Chief Financial Officer/Chief Accounting Officer during 2025 based on Sarbanes-Oxley certifications filed with Q2 and Q3 10-Qs . He holds a BA in Management and an MBA from Northcentral University, and previously served as CEO of Alpine 4 Holdings (2014–Feb 2025), with earlier CFO/CEO roles in multiple companies including United Petroleum (CFO starting 2011) and Crystal Technology Holdings/NextSure . The 2025 proxy and filings do not disclose TSR, revenue or EBITDA performance tied to his tenure; compensation design emphasizes transactional achievements (uplisting, capital raises, government contracts) rather than traditional financial KPI targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alpine 4 Holdings, Inc. | Chief Executive Officer and Secretary | 2014–Feb 2025 | Led public company operations; resigned Feb 2025 |
| United Petroleum Company | Chief Financial Officer | From 2011 | Scaled from <$1M to ~$20M revenue trajectory into 2013–2014 |
| Crystal Technology Holdings, Ltd./NextSure, LLC | CEO | Pre-2011 | Brought two products to market, including online insurance rating engine |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aerospace Capital Partners, LLC (ACP) | Member/Manager | 2025–present | ACP acquired control (≈70.3% common); Wilson owns 40% of ACP, central to control structure . |
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base Salary | $350,000 annually; 10% annual increases; increases to $450,000 upon listing on a national exchange | Effective date of Employment Agreement: July 20, 2025; served as CEO since Feb 25, 2025 . |
| Benefits | Health insurance (medical, dental, vision) and eligibility for standard executive benefit plans | Per employment agreement . |
| Expense Reimbursement | Business expenses reimbursed per policy | . |
Performance Compensation
| Incentive | Metric/Trigger | Target/Formula | Payout/Timing | Vesting/Settlement |
|---|---|---|---|---|
| Uplisting Bonus | Successful uplisting to NYSE/NASDAQ | Fixed | $50,000 within 30 days of uplisting | N/A . |
| Capital Raise Bonus | Capital raise exceeding $1.5M (single or related transactions) | 3% of amount raised above $1.5M | Paid within 30 days of closing | N/A . |
| Sales Contract Bonus (Gov’t) | New government-related contract >$250,000 | 1.5% of total contract value | Within 30 days of company receiving payment under contract | N/A . |
| Executive Bonus Pool | Discretionary | Determined by Compensation Committee (or Board) | Annual; terms TBD | N/A . |
| RSUs (eligibility) | Equity incentive plan | Amount/terms determined by Board | N/A | Company-wide RSU plan vests 10%/15%/25%/30%/20% over years 1–5; settled in shares six months post-vest . |
Design observation: Incentives are weighted to capital markets and contract wins (uplist, financing, government contracts) rather than profitability/TSR, which can create near-term financing/transaction alignment over long-term operating KPIs .
Equity Ownership & Alignment
| Category | Detail | Notes |
|---|---|---|
| Common Stock | 17,997,000 shares shown for Wilson in table; he does not own directly—held by ACP; he owns 40% of ACP and disclaims beneficial ownership except pecuniary interest | DEF 14A beneficial ownership table and footnote (40% of ACP; disclaims except pecuniary interest) . |
| % Ownership (Common) | 70.25% | From DEF 14A table . |
| Series A Preferred | 19,148,034 total: 18,856,367 indirectly via ACP + 291,667 directly | Footnote (1) . |
| Series A Voting Rights | 10 votes per preferred share | 10:1 common-equivalent votes . |
| Series B Preferred | 1 share held (per table) | Super-voting: each Series B share equals 200% of total voting power of all other outstanding voting shares divided by Series B outstanding . |
| Total Voting Power | 343,615,566 (table figure for Wilson) | Reflects aggregation across classes per proxy methodology . |
| Pledging/Hedging | Not disclosed | No disclosure in proxy/filings . |
| Ownership Guidelines | Not disclosed | No stock ownership guideline disclosure . |
Control structure: Voting power is highly concentrated via ACP and super-voting preferred, with Wilson as CEO/Chairman and a 40% ACP member—material governance and alignment considerations for minority shareholders .
Vesting Schedules and Potential Selling Pressure
| Plan/Grant | Vesting Schedule | Settlement |
|---|---|---|
| Executive RSU Plan (company-wide) | 10% end of Yr1; 15% Yr2; 25% Yr3; 30% Yr4; 20% Yr5 | Settled in common shares six months after each vesting date . |
| Director RSUs – Ron J. Rich (100,000) | 10% on 3/19/2026; 30% on 3/19/2027; 60% on 3/19/2028 | One share per RSU; grant in connection with board appointment . |
| Director RSUs – Jorge L. Torres (100,000) | 10% on 4/9/2026; 30% on 4/9/2027; 60% on 4/9/2028 | One share per RSU; grant in connection with board appointment . |
Settlement lags of six months after vest can create predictable windows of potential supply; however, no RSU grants for Wilson are disclosed to date (only eligibility), and his economic exposure is primarily through ACP interests and preferred shares .
Employment Terms
| Term | Provision | Detail |
|---|---|---|
| Effective Date | Employment Agreement | July 20, 2025; serving as CEO since Feb 25, 2025 (paid by ACP until agreement) . |
| Reporting | Board | Reports directly and solely to Board; full authority to enter contracts/banking subject to Board limits . |
| Non-Compete/Non-Solicit | Separate agreement | “Reasonable” covenants; details not specified in filing . |
| Severance (Without Cause) | Cash | Six months of then-current base salary plus any bonuses that would have been earned in the ensuing six months; subject to release . |
| Termination for Cause | Cash | Accrued but unpaid salary and vested benefits only . |
| Voluntary Termination | Notice | 30 days’ notice; accrued salary and vested benefits . |
| Death/Disability | Continuation | Company shall pay salary and vested benefits to executive/estate for 18 months . |
Board Governance and Wilson’s Board Service
- Board service history and roles: CEO/CFO/Chairman as of Feb 25, 2025; acted as Interim CFO/Chief Accounting Officer in Q3 2025; signed as CEO and as Interim CFO/CAO on Q3 10-Q certifications .
- Leadership structure: Combined CEO and Chairman roles; Board asserts this structure provides appropriate oversight; will re-evaluate periodically .
- Committees: No Audit Committee currently; Board as a whole acts as Audit Committee. No Compensation Committee; Wilson participated in board deliberations on executive compensation. Nominating/Compensation/Audit committees expected to be formed later; several advisory committees planned but not yet established .
- Director compensation: “We have not paid any compensation to our directors,” yet 100,000 RSUs were granted to new directors Rich and Torres, with multi-year vesting schedules .
- Meeting attendance/independence guidelines: Not disclosed; no Lead Independent Director identified .
Director Compensation (Board-Wide Snapshot)
| Component | Amount/Terms | Notes |
|---|---|---|
| Cash Retainer | None disclosed | Company states no director compensation paid to date . |
| Equity | RSUs to new independent directors: 100,000 each | Rich (3/19/25) and Torres (4/9/25); 10%/30%/60% vesting cadence . |
| Committee Fees | Not disclosed | No standing committees as of proxy date . |
| Ownership Guidelines | Not disclosed | — |
Related Party Transactions and Control
- Change of control: On Feb 25, 2025 ACP acquired 18,000,000 common shares (~70.3%), becoming controlling shareholder; Wilson, Hail, Kantrowitz, Rigney are ACP members/managers .
- Amounts due to executives: As of June 30, 2025, company owed $60,523 to Wilson and $43,980 to Hail for expenses paid on behalf of the company (vs. $0 at Dec 31, 2024) .
- Voting structure: Series A preferred carries 10:1 votes; Series B preferred carries super-voting rights equal to 200% of total voting power of all other outstanding voting shares divided by Series B outstanding; Wilson holds 1 Series B share per table and significant Series A through ACP and direct holding .
Performance & Track Record
- Strategic milestones communicated during 2025 included acquisitions, $15M assets booked post-audit, a $15M equity line, and a near-term NYSE American uplisting objective; these were communicated by Wilson via 8-K investor materials and press releases .
- Financial KPI targets (revenue growth, EBITDA, TSR) tied to compensation are not disclosed; incentives emphasize uplisting, capital raising, and government contract wins .
- Going concern and capital access risk disclosed in S-1/A, highlighting dependency on timely capital and execution of revenue plan .
Compliance, Clawbacks, and Policies
- Clawbacks/tax gross-ups/deferred compensation/pension/SERP/perquisites: Not disclosed in 2025 proxy and S-1/A .
- Code of Ethics adopted and to be posted; amendments/waivers to be disclosed via 8-K .
Investment Implications
- Alignment and retention: Wilson’s cash/equity mix skews to base salary plus event-driven cash bonuses (uplist, capital raising, government contracts) with RSU eligibility unspecified—this favors transactional milestones over long-term financial outcomes; severance protection equals six months base plus pro-forma bonuses, providing moderate retention but not excessive entrenchment .
- Control and governance risk: Highly concentrated voting power through ACP and super-voting preferred, combined with dual CEO/Chairman roles, absent audit/compensation committees, and CEO participation in compensation decisions—material governance overhang until independence and committees are established .
- Selling pressure and dilution: The company’s RSU plans (five-year vest schedule with six-month settlement lag) and director grants create predictable issuance windows; combined with financing incentives (3% capital raise bonus) and existing equity line, this suggests potential equity supply overhang during execution/uplisting cadence .
- Execution focus: Incentives prioritize uplisting and contract capture (notably government), aligning Wilson’s payouts with financing and contract milestones; if achieved, these could drive step-change liquidity and credibility, but failure increases retention and financing risk given going concern disclosures .
- Net takeaway: For traders, watch 8-K cadence around uplisting/financing/contract announcements and RSU settlement windows. For long-only investors, insist on formation of independent committees, clearer performance metric linkages (revenue margin/EBITDA/TSR), and transparency on any Wilson RSU grants before underwriting long-term alignment.
Citations:
- Board, roles, background, education, and officers: .
- Compensation structure and employment agreement: .
- RSU plans and director grants: .
- Beneficial ownership and voting structure: .
- Related party transactions and ACP control: .
- Investor updates/uplisting and financing agreements: .