Kirsten Bartok Touw
About Kirsten Bartok Touw
Independent director since April 2023; age 52; currently Lead Independent Director and chair of Audit, Compensation, and Nominating & Corporate Governance committees. Background spans investment banking (Goldman Sachs), private equity/venture capital (Alpine Investors; JPMorgan Partners/Chase Capital Partners), aerospace finance (co-founder and managing partner, AirFinance), and operating roles including CFO and director at XOJET and VP Structured Finance & Corporate Development at Hawker Beechcraft; BA from University of Pennsylvania and MBA from Stanford GSB . The board has affirmatively determined she is independent under SEC and Nasdaq rules, with Class III term expiring at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs | Investment Banker | Early career (dates not specified) | Foundation in capital markets |
| Alpine Investors | Private Equity/Venture | ~12 years combined with JPMorgan Partners/Chase Capital Partners | Technology investing experience |
| JPMorgan Partners/Chase Capital Partners (technology team) | Private Equity/Venture | Part of 12-year PE/VC period | Technology investing experience |
| XOJET, Inc. | Co-founder, CFO, Director | 2005–2008 | Built and scaled aviation business; board governance exposure |
| Hawker Beechcraft Corporation | VP, Structured Finance & Corporate Development | 2009–2012 | Led expansion into Asia, JVs, M&A, sales financing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Vista Acquisition Corp. (SPAC) | Co-President, COO, Director | Since Dec 2020 | SPAC governance/transaction execution |
| AirFinance | Co-founder & Managing Partner | Since 2008 | Structured $1.2B+ financing to aerospace ecosystem |
| French American Foundation | Board Member | Not disclosed | Non-profit governance |
| National Business Aviation Association | Advisory Council Member | Not disclosed | Industry advisory role |
Board Governance
- Committee leadership: Chair of Audit; Compensation; and Nominating & Corporate Governance committees .
- Lead Independent Director: Appointed to preside when Chair not present and serve as liaison between Chair and independent directors .
- Independence: Board determined she qualifies as independent under SEC and Nasdaq rules .
- Board classification: Class III director; term expires at the 2026 annual meeting .
- Attendance: Not disclosed in proxy materials.
- Executive sessions: Not disclosed.
Fixed Compensation
| Year | Annual Cash Retainer ($) | Committee Membership Fees ($) | Committee Chair Fees ($) | Meeting Fees ($) |
|---|---|---|---|---|
| 2024 | 0 | 0 | 0 | 0 |
- Policy context: Historically no cash retainers; reimbursement of reasonable meeting expenses .
Performance Compensation
| Year | Award Type | Grant Date | Grant Date Fair Value ($) | Exercise Price | Vesting Schedule |
|---|---|---|---|---|---|
| 2023 | Stock Options | Not disclosed | 450,412 | FMV at grant (per policy) | Annual director options: fully vest at the earliest of 12 months, next annual meeting, or change in control (per policy) |
Director Compensation Policy (in effect from 2024 annual meeting):
- Annual option award: $120,000 grant date fair value per non-employee director, fully vested at earliest of 12 months, next annual meeting, or change in control; strike price = FMV on grant date .
- New outside director initial option: $240,000 grant date fair value, vesting in equal annual installments over three years (or earlier upon change in control) .
- Outside director compensation cap: $500,000 per year; $750,000 in initial appointment year .
Other Directorships & Interlocks
- Public company directorships: The proxy states “Our directors are not directors in any other reporting companies,” while her biography notes service on the board of New Vista Acquisition Corp (SPAC) since Dec 2020 .
- Compensation committee interlocks: None; no member has served as an officer of the company, and no executive officer served on other entities’ boards/compensation committees with reciprocal interlocks .
Expertise & Qualifications
- Education: BA, University of Pennsylvania; MBA, Stanford Graduate School of Business .
- Designations: Audit Committee Financial Expert (board determined all audit committee members meet the definition under Item 407(d)(5)(ii)) .
- Technical/industry domains: Aerospace financing; structured finance; M&A; technology and venture investing .
Equity Ownership
| Holder | Beneficial Ownership (# shares) | % of Outstanding | Composition |
|---|---|---|---|
| Kirsten Bartok Touw | 2 | ~0.00013% (2 / 1,519,418) | Options exercisable within 60 days (2); direct common not disclosed |
| Total shares outstanding (Record Date 7/29/2025) | 1,519,418 | — | — |
- Directors and officers collectively own <0.1% of outstanding shares .
- Share ownership guidelines: Adopted for non-employee directors but “not implemented in 2024” .
- 10b5-1 plans: None disclosed .
- Pledging/hedging: Not disclosed.
Governance Assessment
- Committee concentration: As chair of Audit, Compensation, and Nominating & Corporate Governance while also serving as Lead Independent Director, Bartok Touw centralizes key oversight functions. This can enable swift governance action but raises risk of overconcentration in a small board; mitigating factor is independence and audit financial expert designation .
- Independence and qualifications: Board-determined independence and audit-committee financial expertise support investor confidence; audit committee responsibilities include review of related party transactions and internal control oversight .
- Director pay and alignment: No cash or equity paid in 2024 to non-employee directors despite an adopted equity grant policy, which may reflect company constraints or timing and reduces near-term alignment; prior 2023 option award of $450,412 indicates equity-oriented compensation historically .
- Ownership alignment: Very small beneficial stake (options for 2 shares) and a non-implemented ownership policy in 2024 are weak alignment signals; consider monitoring policy activation and future grants .
- Related party safeguards: Formal policy requires audit committee pre-approval of related party transactions; audit committee oversees these matters; no family relationships or legal proceedings disclosed .
- Shareholder feedback: 2025 say-on-pay passed (116,692 for; 23,601 against; 3,064 abstain) and frequency vote counts were 97,363 (1 year), 18,415 (2 years), 22,328 (3 years), 5,251 abstain; Board recommended triennial frequency in proxy .
RED FLAGS
- Non-implementation of director share ownership policy in 2024 .
- Extremely low beneficial ownership for the director and board as a whole (<0.1% collectively) .
- Governance role concentration (Audit, Compensation, Nominating chairs + Lead Independent) in a single director on a small board .
Notes and Sources
- Biography, education, external roles, committee assignments, independence, board classification: DEF 14A (Aug 18, 2025) .
- Lead Independent Director: DEF 14A (Aug 18, 2025; May 10, 2024) .
- Director compensation policy and 2023 director option award: DEF 14A (May 10, 2024) .
- 2024 director compensation (none): DEF 14A (Aug 18, 2025) .
- Beneficial ownership: DEF 14A (Aug 18, 2025) .
- Related party transaction policy: DEF 14A (Aug 18, 2025) .
- Say-on-pay and frequency vote results: 8-K Item 5.07 (Sept 30, 2025) .