DEF 14A of BigBear.ai Holdings, Inc., Apr 26, 2024

DEF 14A of BigBear.ai Holdings, Inc.

Filed Apr 26, 2024 · FY20230001628280-24-018684

Open on EDGAR

  1. PROPOSAL 1 - ELECTION OF DIRECTORS

    PROPOSAL 1 - ELECTION OF DIRECTORS Our Board recommends that the nominees below be elected as members of the Board at the Annual Meeting.

  2. PROPOSAL 1 - ELECTION OF DIRECTORS

    | Name | Class | Age * | Position | Director Since | Year Current Term Expires | Year Term Expires For Which Nominated | | Peter Cannito | III | 51 | Director | 2021 | 2024 | 2027 | | Jeffrey Hart | III | 34 | Director | 2021 | 2024 | 2027 | | Kirk Konert | III | 37 | Director | 2021 | 2024 | 2027 |

  3. PROPOSAL 1 - ELECTION OF DIRECTORS

    __________________ * Ages as of April 26, 2024 Each nominee was recommended for re-election by the Nominating and Corporate Governance Committee for consideration by the Board and our stockholders. Each nominee has also consented to be named in this Proxy Statement and has agreed to serve if elected. If, before the Annual Meeting, any nominee becomes unable to serve or chooses not to serve, the Board may nominate a substitute. If that happens, the persons named as proxies on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the unfilled seat. THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.

  4. Director Nominees to Serve for a Three-Year Term Expiring at the 2027 Annual Meeting

    Director Nominees to Serve for a Three-Year Term Expiring at the 2027 Annual Meeting Peter Cannito. Mr. Cannito has served as a member of our Board since December 2021. Mr. Cannito has served as Chairman and Chief Executive Officer of Redwire, a space solutions company, since June 2020. Mr. Cannito also serves as an Operating Partner at AE Industrial Partners (June 2019 to present). Prior to his current role, Mr. Cannito served as a consultant at NSNext, LLC from January 2019 until June 2019. Prior to that, Mr. Cannito served as the Chief Executive Officer of Polaris Alpha from June 2016 until December 2018, a high-tech solutions provider developing systems for the DoD and Intelligence Community. Prior to that, Mr. Cannito previously held executive roles, including Chief Executive Officer and Chief Operating Officer, at EOIR Technologies and he led a team of software and systems engineers at Booz Allen Hamilton focused on critical defense and intelligence programs. Mr. Cannito received a bachelor’s degree in Finance from the University of Delaware, an M.B.A. from the University of Maryland, and served as an officer in the U.S. Marine Corps. We believe that Mr. Cannito’s extensive experience in the defense, technology and government service industries qualifies him to serve as a director on our Board. Jeffrey Hart. Mr. Hart has served as a member of our Board since December 2021. Mr. Hart joined AE Industrial Partners, LLC in 2015 as an Associate, and has served as a Principal since October 2020. Mr. Hart sat on the board of Redwire Space, Inc. before it was taken public via SPAC merger. Mr. Hart also sits on the board of Fire Team Solutions, Alpine Aviation and Edge Autonomy Holdings, Inc. ("Edge Autonomy") formerly known as UAV Factory, and REDLattice, all AE Industrial portfolio companies. Before joining AE Industrial, Mr. Hart was an investment banking analyst at RBC Capital Markets from 2013 to 2015. Mr. Hart earned his undergraduate degree from Colorado Mesa University. We believe that Mr. Hart’s experience serving on the boards of multiple companies in the defense and technology sectors qualifies him to serve as a director on our Board. Kirk Konert. Mr. Konert has served as a member of our Board since December 2021. Mr. Konert is a Managing Partner l at AE Industrial Partners, LLC, a leading private investment firm focused on aerospace, national security and industrial service. Mr. Konert has led the investments in and sits on the boards of multiple AE Industrial portfolio companies, including Belcan, Firefly Aerospace,ThayerMahan, Redwire, York Space Systems, RedLattice, Sierra Space, and Edge Autonomy. Mr. Konert earned his undergraduate degree from Davidson College. We believe that Mr. Konert’s experience and history in portfolio company management qualifies him to be a director on our Board.

  5. Continuing Directors

    Continuing Directors Class I Directors (terms expiring in 2025) Sean Battle. Mr. Battle has served as a member of our Board since December 2021 and served as our Chief Strategy Officer from December 2020 to December 2021. Mr. Battle has over 30 years of distinguished experience in the Intelligence Community (IC) and the Department of Defense. Mr. Battle began his career as a Signals Analyst in the U.S. Air Force. Before co-founding PCI Strategic Management, LLC (PCI), Mr. Battle served as a Civilian Executive with the National Security Agency, where he was responsible for the End User Computing Portfolio for the Agency. Mr. Battle was responsible for developing and executing a technology modernization plan for all Agency employees in this role. As the former Chief Strategy Officer of BigBear, Mr. Battle was responsible for leading integration, marketing and communications, facilitating mergers and acquisitions, strategic partnerships, and licensing opportunities consistent with enterprise strategy, goals, and objectives. Mr. Battle joined BigBear.ai in 2021 upon the merger of NuWave Solutions and PCI. Previously, Mr. Battle was Co-Founder and Chief Executive Officer of PCI. As the Chief Executive Officer of PCI, Mr. Battle leveraged his extensive management and leadership experience to develop and execute PCI’s strategic plans, contract management, and business development. Under Mr. Battle’s leadership, PCI won four Prime contracts, expanded to 14 states, and has repeatedly been recognized as one of the best places to work both in the Mid-Atlantic and nationally. In a very competitive market, Mr. Battle’s strategic planning and leadership were crucial in guiding PCI from its infancy as a small business to a major player in the full and open marketplace. Mr. Battle holds a J.D. from the University of Maryland, Baltimore, School of Law and a B.S. in Business Administration from Hawaii Pacific University. Mr. Battle has been a member of the Maryland Bar for 18 years and is active in the Armed Forces Communication Electronics Association (AFCEA) and the Fort Meade Alliance (FMA). We believe that Mr. Battle is qualified to serve on our Board because of his extensive technology and data analytics experience, particularly working with various defense and intelligence agencies within the U.S. government. Paul Fulchino. Mr. Fulchino has served as a member of our Board since December 2021. Mr. Fulchino has served as Operating Partner of AE Industrial Partners, LLC since June 2015. In addition, Mr. Fulchino was the Chairman of AEI HorizonX Ventures between 2019 and 2023, where he served on the Executive Committee and the M&A Committee. Mr. Fulchino provides the Board with executive leadership and experience, strategic thinking and extensive knowledge and expertise regarding the commercial aviation industry, the Company’s customers and supply base, compensation and human resource matters, and mergers and acquisitions. Mr. Fulchino also brings to the Board experience as a public company director, assisting both Spirit AeroSystems Holdings (currently, since 2006) and Wesco Aircraft Holdings (previously, from 2008 to 2020) in that role. Prior to his current role, Mr. Fulchino served as a Senior Advisor to Boeing from April 2010 until December 2014. Prior to that, Mr. Fulchino held executive roles, including Chief Executive Officer, at Aviall, in which period Aviall became a wholly owned subsidiary of Boeing. Mr. Fulchino was also President and Chief Operating Officer of B/E Aerospace and President and Vice Chairman of Mercer Management Consulting. Mr. Fulchino received a bachelor’s degree in Mathematics from Boston College and an M.B.A. from Columbia Business School. Mr. Fulchino also attended the United States Military Academy at West Point. We believe that Mr. Fulchino’s extensive experience in mergers and acquisitions and the commercial aviation industry, as well as his executive leadership experience qualifies him to serve as a director on our Board. Dorothy D. Hayes. Ms. Hayes has served as a member of our Board since December 2021. Ms. Hayes previously served on the board of directors and as Chair of both the Compensation Committee and Nominating and Corporate Governance Committee of GigCapital4, prior to its business combination with BigBear.ai in December 2021. Ms. Hayes also served on the board of directors and as Chair of the Audit Committee of GigCapital5 prior to its business combination with QT Imaging Holdings in March 2024. Ms. Hayes was appointed as a director of Intevac, Inc. in June 2019, where she currently serves as the Chairwoman of the Audit Committee and a member of the Human Capital Committee. From 2003 until her retirement in 2008, Ms. Hayes served as Corporate Controller and Chief Accounting Officer and later as Chief Audit Executive at Intuit, a business and financial software company. From 1999 until 2003, Ms. Hayes served as Vice President, Corporate Controller and Chief Accounting Officer of Agilent Technologies, a public research, development and manufacturing company. From 1989 until 1999, Ms. Hayes served as Assistant Corporate Controller, financial executive of the Measurement Systems Organization and Chief Audit Executive of Hewlett Packard, a multinational information technology company. From 1980 until 1989, Ms. Hayes served in various management functions including Vice President, Corporate Controller of Apollo Computer, a computer hardware and software company. Ms. Hayes previously served on the Board of Directors at First Tech Federal Credit Union, a cooperative financial institution from 2011 until April 2024, including as Board Chair between 2016 until April 2022. Prior to its merger with First Tech Federal Credit Union, Ms. Hayes also served on the Board of Directors of Addison Avenue Federal Credit Union from 2002 until 2011. Ms. Hayes previously chaired the Audit Committee of the Vantagepoint Funds, a captive mutual fund series of ICMA Retirement Corporation, and the Audit Committee for Range Fuels, a privately held biofuels company. Ms. Hayes currently serves as a board member and chairs the finance committee of the non-profit CoGenerate (formerly Encore.org). Ms. Hayes holds an M.S. in Finance from Bentley University (1987), and received both an MS in Business Administration (1976) and a B.A. in Elementary Education (1972) from the University of Massachusetts, Amherst. Ms. Hayes maintains the NACD Board Leadership Fellow credential and has been a several-time attendee at Stanford Directors College. Ms. Hayes participates actively in Women Corporate Directors (WCD), the National Association of Corporate Directors (NACD), Financial Executives International (FEI), and the Athena Alliance. Ms. Hayes is a Senior Fellow of the American Leadership Forum—Silicon Valley, was a recipient of the YWCA TWIN award (1986) and was named to AGENDA Magazine’s Diversity 100—Top Diverse Board Candidates (2010). We believe that Ms. Hayes is qualified to serve on our Board based on her business experience and her financial expertise. Class II Directors (terms expiring in 2026) Pamela Braden. Ms. Braden has served as a member of our Board since December 2021. Ms. Braden is an Operating Partner at AE Industrial, bringing over 35 years of experience in the defense, technology and government services industries. Prior to joining AE Industrial in 2022, Ms. Braden was the Chief Executive Officer and Founder of Gryphon Technologies, an engineering services firm that became an AE Industrial portfolio company in 2018. Under Ms. Braden’s leadership and AE Industrial’s guidance, Gryphon grew to over $300 million with 1,500 engineers and technical personnel over a period of three years. The company pivoted from a privately owned engineering services firm into a leader in

  6. Continuing Directors

    digital engineering, working with cyber assessment tools, migrating engineering data to the cloud, and performing predictive analytics on that data for national security organizations. Prior to Gryphon, Ms. Braden served as an executive at various government sector focused startups that ultimately grew into successful large businesses. We believe that Ms. Braden’s decades of directorial experience in the defense field qualifies her to be a director on our Board. Amanda Long. Mrs. Long has served as our Chief Executive Officer and as a member of our Board since October 12, 2022. Mrs. Long previously served as Vice President of IT Automation at International Business Machines Corporation (“IBM”) beginning in September 2021. Prior to that role, Mrs. Long held several positions with IBM, including Vice President of its Integration & Application Platform business from May 2021 to September 2021, General Manager of its Watson Health Provider Analytics business from September 2020 to May 2021, Chief Product & Strategy Officer of its Watson Health Imaging & Oncology/Genomics business from November 2019 to September 2020, Chief Product & Strategy Officer of its Watson Health Imaging business from April 2019 to November 2019, and Global Head of Artificial Intelligence Product & Strategy of its Watson Health Imaging business from October 2017 to March 2019. Mrs. Long also served as Vice President of Product Management at Modernizing Medicine Inc. from May 2014 to July 2017 and Vice President of Product Management & Strategy at Experian Health from December 2011 to April 2014. Mrs. Long earned her Bachelor of Arts degree in Economics from Connecticut College. We believe that Mrs. Long is qualified to serve on our Board because of her extensive artificial intelligence and automation experience and her record of leadership. Dr. Avi Katz and Dr. Raluca Dinu resigned as members of our Board, effective March 27, 2024. Upon effectiveness of Drs. Katz and Dinu's resignations, Peter Cannito was appointed to the Board’s Nominating and Corporate Governance Committee and Paul Fulchino was appointed to the Board's Audit Committee.

  7. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION This section discusses the material components of the executive compensation program for our executive officers named in the “Summary Compensation Table” below.

  8. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table presents summary information regarding the total compensation paid to and earned by each of our Named Executive Officers for the two most recently completed fiscal years.

  9. 2023 Summary Compensation Table

    | Name and Principal Position (1) | Year | Salary ($) | Stock Awards ($)(3) | Option Awards $(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation (6) | Total ($) | | Amanda Long | 2023 | 431,250 | 1,012,498 | 470,672 | | 23,721 | 1,938,141 | | Chief Executive Officer | 2022 | 80,192 | 3,000,000 | 1,023,362 | 228,873 | 18,943 | 4,351,370 | | Ted Tanner | 2023 | 306,689 | 2,201,584 | 1,000,000 | — | 5,844 | 3,514,117 | | Chief Technology Officer | | | | | | | | | Norm Laudermilch | 2023 | 257,726 | 1,387,982 | 788,458 | — | 9,860 | 2,444,026 | | Chief Operating Officer | | | | | | | |

  10. 2023 Summary Compensation Table

    | (1) Mrs. Long was hired as the Company’s Chief Executive Officer, effective October 12, 2022. Mr. Tanner was hired as the Company’s Chief Technology Officer, effective on July 10, 2023. Mr. Laudermilch was hired as the Company’s Chief Operating Officer, effective May 8, 2023. Mr. Laudermilch stepped down from the position as the Company’s Chief Operating Officer, effective February 21, 2024, and ceased to be an employee of the Company as of that date. | | (2) Prior to being hired as the Company's Chief Technology Officer, Ted Tanner served as a technology consultant. The amounts reported in the Salary column includes $111,898 of consulting fees paid in cash. The amounts reported in Stock Awards column includes $92,849 related to RSUs that were awarded and vested pursuant to Mr. Tanner's consulting agreement. | | (3) The amounts reported in the Stock Awards column represent the grant date fair value of restricted stock unit awards (the “RSUs”) granted in 2023 to the Named Executive Officers and performance stock unit awards (the “PSUs”) granted in 2023 to each Named Executive Officer, in each case, pursuant to the Plan (as defined below). The amounts shown in this column were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). The amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the Named Executive Officers for the RSUs. For PSUs awarded in 2023, the values assuming the highest level of performance conditions are: $843,748 for Mrs. Long, $163,101 for Mr. Tanner and $206,970 for Mr. Laudermilch. See “—Narrative Disclosure to Summary Compensation Table—Restricted Stock Units” and “—Narrative Disclosure to Summary Compensation Table—Performance Stock Units” below for additional details. See Note S to the consolidated financial statements for the assumptions used in determining the fair value of the RSUs and PSUs. | | (4) The amounts reported in the Option Awards column represent the grant date fair value of stock options with respect to BigBear.ai common stock granted in 2022 to Mrs. Long and in 2023 to each of the Named Executive Officers, as computed in accordance with ASC 718. The amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the Named Executive Officers for the stock options. See “—Narrative Disclosure to Summary Compensation Table—Stock Option Awards” below for additional details. See Note S to the consolidated financial statements for the assumptions used in determining the fair value of the Option Awards. | | (5) For 2022, the amounts reported in the Non-Equity Incentive Plan Compensation column represent the actual value of RSUs granted in 2022 to Mrs. Long in lieu of cash bonuses under the Company’s Short-Term Incentive Plan (the “STIP”) based on the achievement of certain goals for the year ended December 31, 2022. | | (6) The amounts reported in the “All Other Compensation” column for the fiscal year ended December 31, 2023 consist of the following: |

  11. 2023 Summary Compensation Table

    | Name | Company 401(k) Matching Contributions ($) (a) | Membership Dues ($) (b) | Total ($) | | Amanda Long | 14,821 | 8,900 | 23,721 | | Ted Tanner | 5,844 | — | 5,844 | | Norm Laudermilch | 9,860 | — | 9,860 |

  12. 2023 Summary Compensation Table

    | (a) See below under “—Additional Narrative Disclosure—Retirement Benefits” for additional information regarding 401(k) plan contributions. | | (b) Pursuant to Mrs. Long’s offer letter, the amount represents the Company’s reimbursement of fees for an executive coach, annual executive health exam, and Chief membership dues. |

  13. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table summarizes the outstanding stock and option awards held by each of our Named Executive Officers as of December 31, 2023.

  14. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(10) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested # | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(11) | | Amanda Long | 10/12/2022(1) | 390,002 | 858,001 | 1.28 | 10/12/2032 | — | — | — | — | | | 10/12/2022(2) | — | — | — | — | 1,611,327 | 3,448,240 | — | — | | | 3/23/2023(3) | — | 307,629 | 1.84 | 3/23/2033 | — | — | — | — | | | 3/23/2023(4) | — | — | — | — | 244,565 | 523,369 | — | — | | | 3/23/2023(9) | — | — | — | — | — | — | 152,853 | 327,105 | | | 11/11/2023(9) | — | — | — | — | — | — | 180,288 | 385,816 | | Ted Tanner | 7/10/2023(5) | — | 526,316 | 2.09 | 7/10/2033 | — | — | — | — | | | 7/10/2023(6) | — | — | — | — | 473,934 | 1,014,219 | — | — | | | 7/10/2023(9) | — | — | — | — | — | — | 27,528 | 58,910 | | | 11/11/2023(9) | — | — | — | — | — | — | 32,468 | 69,482 | | Norm Laudermilch | 5/8/2023(7) | — | 344,305 | 2.74 | 5/8/2033 | — | — | — | — | | | 5/8/2023(8) | — | — | — | — | 273,723 | 585,767 | — | — | | | 5/8/2023(9) | — | — | — | — | — | — | 25,179 | 53,883 | | | 11/11/2023(9) | — | — | — | — | — | — | 44,224 | 94,639 |

  15. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Reflects information regarding stock options granted to Mrs. Long that were outstanding as of December 31, 2023. These stock options were granted on October 12, 2022. 62,400 of these stock options vested on December 31, 2022, 249,601 vested on October 12, 2023, 78,001 vested on December 31, 2023, and the remaining 858,001 will vest in equal quarterly installments on the last day of each of the calendar quarters immediately following the first anniversary of the grant date. | | (2) Reflects information regarding RSUs granted to Mrs. Long that were outstanding as of December 31, 2023. These RSUs were granted on October 12, 2022. 117,188 of these RSUs vested on December 31, 2022, 468,750 vested on October 12, 2023, 146,485 vested on December 31, 2023, and the remaining 1,611,327 will vest in equal quarterly installments on the last day of each of the calendar quarters immediately following the first anniversary of the grant date. | | (3) Reflects information regarding stock options granted to Mrs. Long that were outstanding as of December 31, 2023. 25% of these stock options will vest on March 23, 2024 and the remaining 75% will vest in equal installments on the last day of each calendar quarter thereafter such that the entire award will be vested on December 31, 2026, subject to the Named Executive Officer’s continued employment through each vesting date. |

  16. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) Reflects information regarding RSUs granted to Ms. Long, that were outstanding as of December 31, 2023. 25% of these RSUs will vest on March 23, 2024 and the remaining 75% will vest in equal installments on the last day of each calendar quarter thereafter such that the entire award will be vested on December 31, 2026, subject to the Named Executive Officer’s continued employment through each vesting date. | | (5) Reflects information regarding stock options granted to Mr. Tanner that were outstanding as of December 31, 2023. These stock options were granted on July 10, 2023. 25% of these stock options will vest on July 10, 2024 and the remaining 75% will vest in equal installments on the last day of each calendar quarter thereafter such that the entire award will be vested on June 30, 2027, subject to the Named Executive Officer’s continued employment through each vesting date. | | (6) Reflects information regarding RSUs granted to Mr. Tanner that were outstanding as of December 31, 2023. These RSUs were granted on July 10, 2023. 25% of these RSUs will vest on July 10, 2024 and the remaining 75% will vest in equal installments on the last day of each calendar quarter thereafter such that the entire award will be vested on June 30, 2027, subject to the Named Executive Officer’s continued employment through each vesting date. | | (7) Reflects information regarding stock options granted to Mr. Laudermilch that were outstanding as of December 31, 2023. These stock options were granted on May 8, 2023. 25% of these stock options will vest on May 8, 2024 and the remaining 75% will vest in equal installments on the last day of each calendar quarter thereafter such that the entire award will be vested on March 31, 2027, subject to the Named Executive Officer’s continued employment through each vesting date. | | (8) Reflects information regarding RSUs granted to Mr. Laudermilch that were outstanding as of December 31, 2023. These RSUs were granted on May 8, 2023. 25% of these RSUs will vest on May 8, 2024 and the remaining 75% will vest in equal installments on the last day of each calendar quarter thereafter such that the entire award will be vested on March 31, 2027, subject to the Named Executive Officer’s continued employment through each vesting date. | | (9) Reflects information regarding PSUs at target performance granted to the Named Executive Officers in lieu of their STIP bonuses that were outstanding as of December 31, 2023. Fifty percent of the PSUs were granted to Mrs. Long on March 23, 2023, fifty percent of the PSUs were granted to Mr. Tanner on July 10, 2023 and fifty percent of the PSUs were granted to Mr. Laudermilch on May 8, 2023. The the remaining 50% of the PSUs were granted to each of the Named Executive Officers on November 11, 2023. The PSUs awarded in lieu of STIP bonuses would vest based on the achievement of certain company financial performance goals and the achievement of certain personal goals. | | (10) Calculated by multiplying the number of RSUs that have not vested by the closing price of the Company’s common stock as reported on the NYSE on December 29, 2023 of $2.14. | | (11) Calculated by multiplying the number of PSUs that have not vested by the closing price of the Company’s common stock as reported on the NYSE on December 29, 2023 of $2.14. |

  17. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Executive Severance Plan On November 19, 2022, the Board adopted the BigBear.ai, LLC Executive Severance Plan (the “Executive Severance Plan”) to provide for severance pay and benefits to eligible officers and management employees who are Eligible Executives (as defined in the Executive Severance Plan) and whose employment is terminated on or after November 1, 2022. Upon termination of an Eligible Executive’s employment due to a Qualifying Termination (as defined below) that occurs outside of the 12-month period following a Change in Control Protection Period (as defined below) and so long as such Eligible Executive satisfies the conditions to payment of severance benefits described below, such Eligible Executive shall be entitled to receive the following severance benefits: (i) a cash severance payment in an amount equal to the product of (A) the sum of such Eligible Executive’s Base Salary and Target Bonus (each as defined in the Executive Severance Plan) and (B) (I) 1.0, for Tier 1 Executives (as defined in the Executive Severance Plan) and (II) 0.5 for Tier 2 Executives (as defined in the Executive Severance Plan), paid in a lump sum cash payment or as a salary continuation, at the Company’s sole discretion and (ii) a lump sum cash payment in an amount equal to the product of (A) the monthly amount of the Company’s contribution to the premiums for such Eligible Executive’s group health plan coverage (including coverage for such Eligible Executive’s spouse and eligible dependents), determined under the Company’s group health plans as in effect immediately prior to such Eligible Executive’s Date of Termination and (B) (I) 12, for Tier 1 Executives and (II) 6 for Tier 2 Executives. Upon termination of an Eligible Executive’s employment due to a Qualifying Termination that occurs during a Change of Control Protection Period and so long as such Eligible Executive satisfies the conditions to payment of severance benefits described below, such Eligible Executive shall be entitled to receive the following severance benefits: (i) a lump sum cash payment in an amount equal to the product of (A) the sum of such Eligible Executive’s Base Salary and Target Bonus and (B) (I) two, for Tier 1 Executives and (II) one for Tier 2 Executives and (ii) a lump sum cash payment in an amount equal to the product of (A) the monthly amount of the Company’s contribution to the premiums for such Eligible Executive’s group health plan coverage (including coverage for such Eligible Executive’s spouse and eligible dependents), determined under the Company’s group health plans as in effect immediately prior to such Eligible Executive’s Date of Termination and (B) (I) 24, for Tier 1 Executives and (II) 12 for Tier 2 Executives. For purposes of the Executive Severance Plan, Mrs. Long is a Tier 1 Executive; Mr. Tanner is a Tier II Executive. Mr. Laudermilch was a Tier 1 Executive. Payment of the severance benefits under the Executive Severance Plan is subject to the Eligible Executive’s execution and non-revocation of a general release of claims in favor of BigBear.ai, LLC and the executive’s continued compliance with the terms of the Executive Severance Plan, including, but not limited to, the restrictive covenants obligations set forth therein (which include confidentiality, intellectual property, business opportunity and non-solicitation, and non-disparagement covenants). For participants in the Executive Severance Plan who are eligible for severance benefits under another individual agreement with the Company Group (as defined in the Executive Severance Plan), the Executive Severance Plan will supersede all prior agreements, practices, policies, procedures and plans relating to severance benefits. If the payments or benefits payable under the Executive Severance Plan would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, then those payments or benefits will be reduced (but not below zero) if such reduction would result in a better net after-tax position for the Eligible Executive. For purposes of the Executive Severance Plan: “Cause” means unless otherwise determined by the Committee (as defined in the Plan) in the applicable award agreement, with respect to an Eligible Executive’s Termination of Service (as defined in the Plan): (a) in the case where there is no employment agreement, offer letter, consulting agreement, change in control agreement, or similar agreement in effect between the Company or an affiliate and the Eligible Executive at the relevant time of determination (or where there is such agreement in effect but it does not define “cause” (or words of like import)), the Eligible Executive’s (i) commission of, indictment for, or plea of guilty or no contest to, a felony (or state law equivalent) or a crime involving dishonesty, moral turpitude or fraud or the commission of any other act involving willful malfeasance or breach of fiduciary duty with respect to the Company or an affiliate; (ii) material non-performance of the Eligible Executive’s duties or failure to follow any lawful directive from the Company or any affiliate; (iii) conduct that brings or is reasonably likely to bring the Company or an affiliate negative publicity or into public disgrace, embarrassment, or disrepute or otherwise materially injures the integrity, character or reputation of the Company or an affiliate; (iv) fraud, theft, embezzlement, gross negligence or willful misconduct or other act involving dishonesty with respect to the Company or an affiliate; (v) violation of the Company’s or an affiliate’s written policies or codes of conduct, including written policies related to discrimination, harassment, retaliation, performance of illegal or unethical activities, or ethical misconduct; (vi) insubordination or failure to follow the directions of the Eligible Executive’s reporting supervisor and/or of the CEO of the Company or the Board, as applicable, or (vii) breach of any employment, consulting or similar agreement with the Company or any affiliate, including, without limitation, any non-competition, non-solicitation, no-hire, or confidentiality covenant between the Eligible Executive and the Company or an affiliate. “Change in Control Protection Period” means the 12-month period following a Change in Control (as defined in the Plan). “Disability” means, unless otherwise determined by the Committee in the applicable award agreement, with respect to an Eligible Executive’s Termination of Service, that the Eligible Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment, provided, however, for purposes of an Incentive Stock Option (as defined in the Plan), the term Disability shall have the meaning ascribed to it under Section 22(e)(3) of the Code. The determination of whether an Eligible Executive has a Disability shall be determined by the Committee, and the Committee may rely on any determination that an Eligible Executive is disabled for purposes of benefits under any long-term disability plan in which an Eligible Executive participates that is maintained by the Company or any affiliate.

  18. Potential Payments Upon Termination or Change in Control

    “Good Reason” means the occurrence of any of the following events without the written consent of an Eligible Executive, unless such events are fully corrected in all material respects by the Company within 30 days following written notification by such Eligible Executive to the Company of the occurrence of one of the conditions set forth below: (i) a material reduction in an Eligible Executive’s Base Salary or Target Annual Bonus opportunity other than a general reduction in Base Salary or Target Annual Bonus opportunity that affects all similarly situated employees in substantially the same proportions; (ii) a material diminution in an Eligible Executive’s duties, authorities or responsibilities (other than temporarily while an Eligible Executive is physically or mentally incapacitated or as required by applicable law and excluding duties, authorities or responsibilities that have been assigned to an Eligible Executive on a temporary or interim basis); or (iii) a relocation of an Eligible Executive’s primary work location by more than 50 miles from such Eligible Executive’s primary work location immediately prior to such relocation. “Qualifying Termination” means the termination of an Eligible Executive’s employment (i) by any member of the Company Group (as defined in the Executive Severance Plan) without Cause (which, for the avoidance of doubt, does not include a termination due to death or Disability); or (ii) due to an Eligible Executive’s resignation for Good Reason. Employment Arrangements with Named Executive Officers As described above in the “—Narrative Disclosure to the Summary Compensation Table—Employment Arrangements with Named Executive Officers,” the offer letters with each of the Named Executive Officers provide for severance benefits upon the occurrence of certain terminations of employment in accordance with the terms of the Executive Severance Plan as described above in “—Additional Narrative Disclosure—Potential Payments Upon Termination or Change in Control—Executive Severance Plan”. Additionally, Mrs. Long’s offer letter provides for one-time payment of $10,000, less applicable taxes and withholdings, to support Mrs. Long’s search for and transition to another employer, including hiring a recruiting/placement firm. Separation Agreement On February 21, 2024, Mr. Laudermilch stepped down from his role as Chief Operating Officer and entered into a separation agreement and general release with the Company, pursuant to which, in exchange for a release of claims in favor of the Company and continued compliance with his restrictive covenant obligations, Mr. Laudermilch is entitled to receive the following payments and benefits, in each case, less all applicable taxes, withholdings and authorized or required deductions: (i) a lump sum payment of $212,500, which is equivalent to Mr. Laudermilch’s base salary for a period of six months, to be paid on the second regularly scheduled Company payroll date following the Company’s receipt of the signed separation agreement, (ii) a lump sum payment of approximately $5,688, which is equivalent to three months of the employer share of health and welfare premiums for plans in which Mr. Laudermilch was enrolled in as of Mr. Laudermilch’s separation date, and (iii) the acceleration of 77,073 of RSUs, which is equivalent to Mr. Laudermilch’s base salary for a period of three months based on the closing price of the Company’s stock price on the separation date. Stock Options In the event a Change in Control is consummated and the stock options are not assumed or substituted, any unvested portion of the stock option award that is outstanding as of immediately prior to the consummation of the Change in Control will automatically vest prior to the Change in Control; and the Board may, in its sole discretion, extend the exercise period of the stock option through any date that is prior to the 10th anniversary of the applicable grant date. Upon an executive’s termination of service due to death or Disability or upon an executive’s termination of service without Cause or resignation for Good Reason (each as defined below), in each case, within two years following the consummation of a Change in Control, any unvested portion of a stock option award, as of immediately prior to the executive’s termination of service, will automatically vest upon such termination of service. Additionally, Mrs. Long’s offer letter provides that the portion of her up-front time-based long-term incentive award that was delivered in the form of stock options will accelerate upon a Change in Control. For purposes of the Option Awards and PSUs, “Cause,” “Disability,” and “Good Reason” have the meanings ascribed to such terms in the Plan. For purposes of the Option Awards, RSUs, and PSUs, “Change in Control” has the meaning ascribed to such term in the Plan and generally means (excluding dispositions by AE Industrial Partners, LP or its affiliates): (i) any person becoming the beneficial owner of securities representing 50% or more of the combined voting power of the Company’s then outstanding securities, (ii) a merger, reorganization or consolidation in which voting securities are issued unless the voting securities of the Company outstanding immediately prior to such transaction continue to represent more than 50% of the outstanding voting securities of the Company or surviving entity, (iii) during a period of two consecutive years, individuals who constitute the Board at the beginning of such period cease to constitute a majority of the Board (except for individuals whose election or nomination was approved by at least two-thirds of the directors still in office) or (iv) a complete liquidation or dissolution of the Company or a sale of substantially all the Company’s assets to a third party. Restricted Stock Units In the event a Change in Control is consummated and the RSUs are not assumed or substituted, any unvested portion of the RSUs that is outstanding as of immediately prior to the consummation of the Change in Control will automatically vest prior to the Change in Control. Additionally, for the RSUs held by the Named Executive Officers, upon the termination of the Named Executive Officer’s service due to death or Disability or upon an executive’s termination of service without Cause or resignation for Good Reason, in each case, within two years following the consummation of a Change in Control, any unvested portion of the RSUs as of immediately prior to the Named Executive Officer’s termination of service will automatically vest upon such termination of service. Mrs. Long’s offer letter provides that the portion of her up-front time-based long-term incentive award that was delivered in the form of RSUs will accelerate upon a Change in Control. Performance Stock Units Upon the termination of the Named Executive Officer’s service for any reason, any PSUs that have not been settled will automatically be cancelled and forfeited. The Named Executive Officers do not have an entitlement to any certain treatment with respect to their PSUs in connection with a Change in Control.

  19. Non-Employee Director Compensation

    Non-Employee Director Compensation We maintain a director compensation policy pursuant to which each non-employee director will receive an annual cash retainer of $90,000, payable in quarterly installments in advance. In addition, each non-employee director who serves as the non-employee chair of the Board or as a member or chair of a committee will receive additional retainers, payable in quarterly installments in advance, as set forth below:

  20. Non-Employee Director Compensation

    | Position | Annual Retainer ($) | | Non-Employee Chair of the Board: | 20,000 | | Audit Committee Chair: | 10,000 | | Audit Committee Member: | 5,000 | | Compensation Committee Chair: | 7,500 | | Compensation Committee Member: | 6,000 | | Nominating and Corporate Governance Committee Chair: | 5,000 | | Nominating and Corporate Governance Committee Member: | 4,000 |

  21. Non-Employee Director Compensation

    In addition to the cash retainers set forth above, under the director compensation policy, each non-employee director will receive an annual award of RSUs pursuant to the Plan with respect to a number of shares of our common stock with a grant date fair value equal to approximately $130,000. Such RSU awards will fully vest on the first anniversary of the grant date, subject to the director’s continued service through such date, and will accelerate vesting so as to become fully vested immediately prior to a Change of Control (as defined in the Plan and as described in “—Additional Narrative Disclosure—Potential Payments Upon Termination or Change in Control—Restricted Stock Units” above). The following table presents the total compensation for each person who served as a non-employee member of BigBear’s Board during fiscal year 2023. Other than as set forth in the table and described more fully below, BigBear.ai did not pay any compensation, reimburse any expense of, make any equity awards or non-equity awards to, or pay any other compensation to, any of the other non-employee members of the Board in 2023.

  22. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($) (2) | Stock Awards ($) (3) | Total ($) | | Pamela Braden | — | 225,558(4) | 225,558 | | Peter Cannito | — | 240,558(4) | 240,558 | | Dr. Raluca Dinu (5) | 95,000 | 130,557 | 225,557 | | Paul Fulchino | — | 225,558(4) | 225,558 | | Jeffrey Hart (1) | — | 226,556(4) | 226,556 | | Dorothy D. Hayes | — | 130,557 | 130,557 | | Dr. Avi Katz (5) | 96,000 | 130,557 | 226,557 | | Kirk Konert (1) | — | 228,057(4) | 228,057 | | Sean Battle | 94,000 | 130,557 | 224,557 |

  23. Non-Employee Director Compensation

    | (1) Pursuant to assignment agreements, Messrs. Hart and Konert have transferred all of their beneficial interests in their RSUs to AE Industrial Partners, LP. | | (2) The amounts in this column represent the portion of quarterly fees earned for board service in the 2023 fiscal year. | | (3) In accordance with the director compensation policy, each non-employee director is entitled to receive an annual award of RSUs pursuant to the Plan with respect to a number of shares of our common stock with a grant date fair value equal to approximately $130,000. Pursuant to the Plan, each director received a grant on July 2, 2023 of 55,556 RSUs. The grant date fair value of each award was $130,557 and the awards will vest on July 2, 2024, subject to director’s continued service on the Board. | | (4) The amount includes the aggregate grant date fair value of RSUs granted in the 2023 fiscal year granted to certain board members in lieu of cash payments, at their election, for board service in the 2024 fiscal year. The assumptions used in calculating the grant date fair value of the awards reported pursuant to ASC 718 are set forth in Note S to the consolidated financial statements for the year ended December 31, 2023. The RSUs vest ratably on the following vesting dates: January 1, 2024, March 31, 2024, June 30, 2024, and September 30, 2024, subject to the director’s continued service on the Board. While the RSUs relate to board service in the 2024 fiscal year, they were treated as granted for purposes of ASC 718 when they were approved in 2023 and are therefore included in this disclosure. | | (5) Dr. Raluca Dinu and Dr. Avi Katz resigned as members of our board of directors, effective March 27, 2024. |