Ron J. Rich

About Ron J. Rich

Ron J. Rich is an independent director of BrooQLy Inc. (d/b/a Dynamic Aerospace Systems Corporation), first appointed on March 19, 2025; he was 63 as of the proxy date and holds a B.S. in Mechanical Engineering from the University of Arizona (1984) . He currently serves as Vice President of the Engineering Solutions Business at Intertec International, and previously was Vice President of Propulsion Systems at Honeywell Aerospace, where he led engine performance/reliability initiatives and research collaborations, earning the University of Arizona Engineering Design Program’s Circle of Excellence Award in 2019 . The Board determined Mr. Rich would qualify as an independent director under NYSE standards .

Past Roles

External Roles

Board Governance

• Structure and independence
  • Independent director under NYSE standards; Board affirmed Mr. Rich and Mr. Torres would qualify as independent .
  • Combined CEO/Chair structure (Wilson); Board cites appropriate oversight and reviews leadership structure periodically .
• Committees and roles
  • No standing Audit, Compensation, or Nominating/Governance Committees as of the proxy; the full Board acts as the Audit Committee .
  • Company states intention to form multiple committees (Audit, Nominating/Governance, Compensation, plus technical/advisory committees), but none were yet formed; no chair roles disclosed for Mr. Rich .
• Attendance and engagement
  • Since the February 2025 change of control through the proxy date, the Board met five times; each director attended all meetings (100% for Mr. Rich) .
• Years of service
  • Appointed March 19, 2025 (first elected/appointed) .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Aerospace propulsion and systems leadership from Honeywell Aerospace, including engine performance/reliability initiatives .
• Applied R&D collaboration experience (University of Arizona) and recognized with Circle of Excellence Award (2019) .
• Current senior leadership in engineering services at Intertec International; strong engineering operations background .
• Mechanical engineering degree (B.S., University of Arizona, 1984) .

Equity Ownership

Vesting schedule by tranche (chronological):

• 3/19/2026: 10,000 RSUs from Mar-2025 grant; 10/15/2026: 10,000 RSUs from Oct-2025 grant .
• 3/19/2027: 30,000 RSUs (Mar-2025 grant); 10/15/2027: 30,000 RSUs (Oct-2025 grant) .
• 3/19/2028: 60,000 RSUs (Mar-2025 grant); 10/15/2028: 60,000 RSUs (Oct-2025 grant) .

Board Effectiveness Signals

• Independence: Board determined Mr. Rich would qualify as independent under NYSE rules, helpful given concentrated insider control elsewhere on the Board .
• Attendance: 100% attendance across five meetings since change of control, indicating engagement .
• Committee infrastructure: No standing audit/comp/nom-gov committees as of the proxy; full Board acts as Audit Committee—this is a governance risk until committees are formed .
• Control dynamics: Voting control concentrated via Series A/B/C/D preferred and ACP (managed by CEO/COO and two VPs); Mr. Rich is not part of ACP, which can support his independence, but the overall control framework is a red flag for minority investors .
• Compensation alignment: No cash director pay disclosed; equity via time-based RSUs aligns with long-term value but lacks performance metrics, reducing pay-for-performance rigor .

Potential Conflicts and Related Parties

• No related-party transactions disclosed involving Mr. Rich; RPTs relate to the ACP change of control and expenses advanced by the CEO and COO .
• No loans, pledges, hedging, or consulting arrangements disclosed for Mr. Rich in the proxy .

Insider Trades

Compensation Structure Analysis (Director)

• Shift toward RSUs: Company adopted Executive RSU Plan and RSU Plan on April 12, 2025; Mr. Rich received 100,000 RSUs at appointment and an additional 100,000 on Oct 15, 2025; no options outstanding and no stock option plan in place as of the proxy—indicating a move to time-vested RSUs and away from options .
• Cash vs. equity: No cash director fees disclosed; compensation is equity-only to date, which can align incentives but lacks performance conditions (time-based vesting only) .
• Clawbacks/COC/severance: No director-specific clawback or change-of-control provisions are disclosed in the proxy .

Other Directorships & Interlocks

Governance Assessment

• Positives
  • Independent status and 100% attendance since appointment support board oversight and engagement .
  • Deep aerospace engineering leadership (Honeywell, Intertec) is directly relevant to the company’s UAV/aerospace strategy .
  • No RPTs involving Mr. Rich disclosed, and he is not a member of ACP, which concentrates control among executives—supports independence from control group dynamics .
• Red flags / watch items
  • Lack of established audit/compensation/nominating committees; full Board as Audit Committee elevates governance risk until proper committees and an “audit committee financial expert” are appointed .
  • Control concentration via preferred stock and Series B super-voting, managed by insiders at ACP, heightens minority shareholder risk and may limit director influence; independent directors’ leverage may be constrained .
  • Director equity awards are time-based RSUs with no performance metrics, reducing pay-for-performance linkages at the board level .

Note: All findings are sourced from BRQL’s 2025 Definitive Proxy Statement (DEF 14A) filed October 28, 2025. Specific citations provided inline.