Shannon Rigney
About Shannon Rigney
Shannon Rigney, 40, is Vice President and a member of the Board of Directors at BRQL (d/b/a Dynamic Aerospace Systems), appointed February 25, 2025. She previously served as VP of Social Media and Public Relations at Alpine 4 Holdings (2016–2025; with Alpine 4 since 2014) and holds a BBA in Marketing from the University of Arizona (Eller, 2006) . Her employment agreement effective July 20, 2025 sets base salary at $150,000 with automatic 10% annual increases and a discretionary performance bonus (CEO discretion, subject to Board approval) . BRQL’s board is CEO/Chairman-led (combined role); only two directors (Rich, Torres) are deemed independent under NYSE standards; committees (Audit/Comp/Nominating) are not yet formed, with the full board acting as Audit—implications for independent oversight are material for dual officer/director roles like Rigney .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Alpine 4 Holdings, Inc. | VP, Social Media & Public Relations | 2016–2025 | Shaped public narrative, investor-facing communications, and strategic media campaigns across subsidiaries |
External Roles
No external public company board roles for Ms. Rigney are disclosed in the 2025 DEF 14A .
Board Service & Governance
- Board service: Director since Feb 25, 2025; attended all five board meetings YTD alongside directors (100% attendance) .
- Independence: Not identified as independent (only Rich and Torres are independent) .
- Committees: No standing Audit, Compensation, or Nominating/Governance committees yet; the full Board currently acts as the Audit Committee, with plans to form committees “when formed” (including Audit, Compensation, Nominating, and several advisory committees) .
- Leadership structure: CEO is also Chairman (combined roles) .
- Director compensation: “We have not paid any compensation to our directors” (no retainers/fees disclosed) .
Fixed Compensation
| Component | Terms (2025) |
|---|---|
| Base salary | $150,000; automatic 10% annual increase |
| Target bonus % | Not disclosed (bonus is discretionary) |
| Actual bonus paid | Not disclosed |
| Cash perquisites | Not disclosed |
Performance Compensation
Annual/short-term incentives
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Discretionary performance bonus | Discretionary | Not disclosed | Not disclosed | Not disclosed | N/A |
Equity awards and vesting
| Plan | Award type | Award to Rigney? | Vesting cadence | Settlement |
|---|---|---|---|---|
| Executive RSU Plan (adopted Apr 12, 2025) | RSUs | No grant to Rigney disclosed | 10% at 1st anniversary; 30% at 2nd; 60% at 3rd | Shares delivered 6 months post-vesting |
| RSU Plan (adopted Apr 12, 2025) | RSUs | No grant to Rigney disclosed | 10% yr1; 15% yr2; 25% yr3; 30% yr4; 20% yr5 | Shares delivered 6 months post-vesting |
Board equity context and supply timing: Independent directors received RSUs—Rich and Torres 100,000 each (10%/30%/60% over years 1/2/3); an additional 100,000 RSUs to Rich on Oct 15, 2025 on the same schedule. First vesting tranches (10,000 shares each initial grant) occur Mar 19, 2026 (Rich) and Apr 9, 2026 (Torres), with share issuance 6 months post-vest; Rich’s Oct 2025 grant vests 10% on Oct 15, 2026 with settlement 6 months later .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Direct common ownership | None; Ms. Rigney “does not own any shares of the Company’s common stock directly.” |
| Indirect/beneficial common | Beneficial ownership table reports 17,997,000 common shares and 70.25% for each of the four ACP members; however, all such common shares are held by Aerospace Capital Partners (ACP), and each member disclaims beneficial ownership except to their pecuniary interest |
| ACP interest | Ms. Rigney owns 15% of ACP; ACP is the controlling shareholder (approx. 70.3% of common) |
| Series A Preferred | 18,564,700 Series A Preferred shares owned indirectly via ACP; 10:1 common vote per share |
| Series B Preferred | 1 share held; each Series B share carries voting power equal to 200% of total voting power of all other stock outstanding divided by the number of Series B shares outstanding |
| Stock ownership guidelines | Not disclosed |
| Pledging/hedging | Not disclosed; the company has a Code of Ethics; no hedging/pledging policy disclosure found in DEF 14A |
Related-party structure: ACP is controlled by the four BRQL officers/directors (Wilson, Hail, Kantrowitz, Rigney), and became the controlling shareholder after the Feb 25, 2025 change-of-control transaction .
Employment Terms
| Term | Details |
|---|---|
| Role start date | Vice President since Feb 25, 2025 |
| Employment agreement | Effective July 20, 2025; reports to CEO and indirectly to the Board |
| Scope | PR, corporate compliance, marketing, capital raising, legal coordination, budgeting, sales initiatives; authority over select operational/vendor matters under CEO/Board oversight |
| Severance | Not disclosed in the Rigney Agreement summary |
| Change-of-control | Not disclosed in the Rigney Agreement summary |
| Non-compete / non-solicit | Not disclosed |
| Clawback | Not disclosed (no policy referenced in DEF 14A beyond Code of Ethics) |
| Term length / renewal | Not disclosed |
Performance & Track Record
- Company strategic pivot: In 2025, BRQL adopted the “Dynamic Aerospace Systems” trade name and pivoted from legacy MyTreat Logistics to UAV/autonomous logistics, including acquiring assets from Vayu (US), Impossible Aerospace, and Global Autonomous Corporation (from Alpine 4), while adding logistics/aerospace expertise to the Board .
- Ms. Rigney’s profile emphasizes stakeholder communications, public company compliance, and investor-facing messaging—skills aligned to post-pivot narrative and capital access initiatives .
Compensation Structure Analysis (alignment, retention, and governance)
- Pay mix and leverage: For 2025, Ms. Rigney’s disclosed compensation is largely fixed (base salary with automatic 10% annual increase) and a discretionary bonus without disclosed performance metrics—limited explicit pay-for-performance linkage at the executive level .
- Equity incentives: No equity grant to Rigney is disclosed; however, the company adopted executive and broad-based RSU plans in 2025 with multi-year vesting and 6-month settlement, creating a future framework for at-risk equity alignment once awards are made .
- Governance overhang: No Compensation Committee; CEO participated in compensation deliberations; CEO is also Chairman; committees “when formed”—these factors elevate governance and independence risk around pay decisions .
- Control and alignment: Rigney’s 15% membership interest in ACP (the controlling shareholder) and her Series B super-voting share tie economic and voting power to the management group; while this can align incentives to long-term value creation, it also concentrates control and may reduce minority shareholder influence .
Director Compensation
| Element | Amount |
|---|---|
| Annual cash retainer | None paid (no director compensation paid) |
| Committee/meeting fees | None disclosed |
| Annual equity | None disclosed for Rigney; independent directors Rich and Torres received 100,000 RSUs each (separate from director cash comp) |
| Ownership guidelines | Not disclosed |
Risk Indicators & Red Flags
- Concentrated control: ACP-controlled ownership; executive officers (including Rigney) are members/managers of ACP and hold super-voting Series B shares; entrenchment risk for minority shareholders .
- Board independence and oversight gaps: CEO/Chairman combined; only two independent directors; no standing Audit/Comp/Nominating committees; board acts as Audit—heightened governance risk .
- Pay governance: No Compensation Committee; CEO involved in comp deliberations; discretionary bonus design without disclosed metrics .
- Related-party transactions: Executive officers have paid company expenses (reimbursements due) and are affiliated with ACP, requiring ongoing scrutiny .
Say-on-Pay, Peer Group, and Shareholder Feedback
- Compensation peer group, target percentile, independent compensation consultant, and say-on-pay results are not disclosed in the 2025 proxy .
Vesting Schedules and Insider Selling Pressure
- Executive RSU Plan vesting if/when granted: 10%/30%/60% over years 1/2/3; shares settle 6 months after each vest—settlement cadence creates delayed issuance and potential supply windows .
- 2025 board grants supply timing: 100,000 RSUs each to Rich (grant 3/19/2025) and Torres (4/9/2025); first 10% vests in Mar/Apr 2026, with share issuance 6 months later; Rich received an additional 100,000 RSUs on 10/15/2025 with similar timing .
- Ms. Rigney: No RSU/option grants disclosed for 2025; no Form 4 transactions referenced in the proxy; near-term selling pressure from her equity awards appears limited based on disclosed information .
Employment Terms (Severance/CoC/Restrictive Covenants) — Summary
- Severance, change-of-control triggers, non-compete/non-solicit, tax gross-ups, deferred comp, pensions/SERP, and clawback specifics are not disclosed for Ms. Rigney in the DEF 14A; only scope, base salary, annual increase, and discretionary bonus are summarized .
Investment Implications
- Alignment vs. control: Rigney’s 15% membership in ACP and a Series B super-vote share tie her economics and voting power to the controlling group—alignment to long-term value is plausible but minority investor rights and governance independence are constrained .
- Pay-for-performance visibility: With discretionary bonuses and no disclosed equity awards to Rigney in 2025, near-term pay linkage to measurable operating or shareholder-return metrics is limited; future equity grants under the new RSU plans could improve alignment if performance conditions are adopted .
- Retention economics: Automatic salary escalators support retention, but the lack of disclosed severance/CoC protections reduces visibility into transition economics (and could limit downside costs to shareholders) .
- Trading/supply watch: While Rigney has no disclosed equity grants, RSU vesting for independent directors begins in 2026 with 6-month settlement lags; monitor settlement windows and any future executive RSU grants that could introduce new supply .
- Governance risk premium: Absence of key board committees, CEO/Chair consolidation, and discretionary pay design suggest a governance risk premium until independent oversight structures are established and executive equity awards (with clear metrics) are implemented .