DEF 14A of Redwire Corp, Apr 22, 2024

DEF 14A of Redwire Corp

Filed Apr 22, 2024 · FY20230001819810-24-000035

Open on EDGAR

  1. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    We believe that in order for our Board to effectively guide us to long-term sustainable and dependable performance, it should be composed of individuals with sophistication and experience in the many disciplines that impact our business. In order to best serve our shareholders, we seek to have a Board, as a whole, that is competent in key corporate disciplines, including risk management, crisis management, leadership, regulatory issues, reputational issues, accounting and financial acumen, business judgment, governance, social responsibility, strategy and strategic planning. Additionally, we desire that the Board have specific knowledge related to our industry, such as expertise in aerospace and space infrastructure. The Nominating and Corporate Governance Committee believes that all directors must, at a minimum, meet the criteria set forth in the Company’s Code of Conduct and Ethics and the Corporate Governance Guidelines, which specify, among other things, that the Nominating and Corporate Governance Committee considers criteria such as independence, diversity, age, skills, and experience in the context of the needs of the Board. In addressing issues of diversity in particular, the Nominating and Corporate Governance Committee considers a nominee’s differences in gender, ethnicity, tenure, skills and qualifications. The Nominating and Corporate Governance Committee believes that diversity of backgrounds and viewpoints is a key attribute for a director nominee. While we do not have a formal policy on diversity, when considering the selection of director nominees, the Nominating and Corporate Governance Committee considers individuals with diverse viewpoints, accomplishments, cultural background, professional expertise, and diversity in gender, ethnicity, race, skills and geographic representation, that, when considered as a group, provide a sufficient mix of perspectives to allow the Board to best fulfill its responsibilities to the long-term interests of our shareholders. Currently, of the nine directors on our Board, one is female and one is racially/ethnically diverse. The Nominating and Corporate Governance Committee also considers a combination of factors for each director, including (a) the nominee’s ability to represent all shareholders without a conflict of interest, (b) the nominee’s ability to work in and promote a productive environment, (c) whether the nominee has sufficient time and willingness to fulfill the substantial duties and responsibilities of a director, (d) whether the nominee has demonstrated the high level of character, ethics and integrity expected by the Company, (e) whether the nominee possesses the broad professional and leadership experience and skills necessary to effectively respond to the complex issues encountered by a publicly-traded company, (f) the nominee’s ability to apply sound and independent business judgment and (g) the diverse attributes of the nominee, such as differences in background, qualifications and personal characteristics. The Nominating and Corporate Governance Committee has determined that all of our directors meet the criteria and qualifications set forth in the Company’s Code of Conduct and Ethics, the Corporate Governance Guidelines and the criteria set forth above for director nominees. Moreover, each director possesses the following critical personal qualities and attributes that we believe are essential for the proper functioning of the Board to allow it to fulfill its duties for our shareholders: accountability, ethical leadership, governance, integrity, risk management, and sound business judgment. In addition, our directors have the confidence to assess and challenge the way things are done and recommend alternative solutions, a keen awareness of our business and the regulatory and social realities of the environment in which we operate, the independence and high performance standards necessary to fulfill the Board’s oversight function, and the humility, professional maturity, and style to interface openly and constructively with other directors. Finally, the director biographies below include a non-exclusive list of other key experiences and qualifications that further qualify the individual to serve on the Board. These collective qualities, skills, experiences and attributes are essential to our Board’s ability to exercise its oversight function for the Company and its shareholders, and guide the long-term sustainable, dependable performance of the Company. Subject to any earlier resignation or removal in accordance with the terms of our Charter, our Bylaws, the Investor Rights Agreement (as defined and discussed below), the Bain Investment Agreement (as defined and discussed below) and our Certificate of Designation (as defined and discussed below), our Class III directors will serve until this Annual Meeting, our Class I directors will serve until the 2025 Annual Meeting, and our Class II directors will serve until the Annual Meeting of Shareholders to be held in 2026. In addition, our Charter provides that at any time when AE Red Holdings, LLC (“Holdings”), an affiliate of AE Industrial Partners, LP (“AE”), beneficially owns, in the aggregate, less than 50% in voting power of the stock entitled to vote generally in the election of the directors, directors may be removed only for cause and only by the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class. However, in any other circumstances, our directors may be removed with or without cause by the affirmative vote of a majority in voting power of all outstanding shares of stock entitled to vote thereon, voting together in a single class; provided, however, that any director nominated pursuant to the Bain Investment Agreement may not be removed without cause without the prior written consent of BCC Redwire Aggregator, L.P (“Bain”). Investor Rights Agreement

  2. 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.

  3. PROPOSAL 1 - ELECTION OF DIRECTORS

    | Name | Class | Age* | Position | Director Since | Year Current Term Expires | Year Term Expires For Which Nominated | | Michael Bevacqua | III | 58 | Director | December 2022 | 2024 | 2027 | | John S. Bolton | III | 56 | Director | September 2021 | 2024 | 2027 | | David Kornblatt | III | 64 | Director | June 2022 | 2024 | 2027 |

  4. PROPOSAL 1 - ELECTION OF DIRECTORS

    | * Ages as of April 11, 2024. |

  5. PROPOSAL 1 - ELECTION OF DIRECTORS

    Each nominee was recommended for re-election by the Nominating and Corporate Governance Committee for consideration by the Board and our shareholders. 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.

  6. 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 Michael Bevacqua. Mr. Bevacqua has served on our Board since December 2022. Mr. Bevacqua currently serves as a Managing Director in the Special Situations Group at Bain Capital, LP (“Bain Capital”). Mr. Bevacqua joined Bain Capital in 1999 and, prior to his current role, was the Sector Head for Industrials globally. Mr. Bevacqua also served as a director and member of the compensation committee of Champion Homes, subsequently Skyline Champion Corporation (NSDQ:SKY) from 2010 to 2019. Mr. Bevacqua also currently serves as a director and member of the compensation committee of CHC Helicopter since 2017. Prior to joining Bain Capital, Mr. Bevacqua served in various roles of increasing responsibility at First Union Capital Markets and NationsBanc Capital Markets. He was also an officer in the United States Marine Corps from 1988 to 1992. Mr. Bevacqua received a Master of Business Administration from Pennsylvania State University and a Bachelor of Science in Finance from Ithaca College. John S. Bolton. Mr. Bolton began serving on our Board in September 2021. Prior to the Business Combination, Mr. Bolton was a member of the Advisory Committee of GPAC since July 2020. Mr. Bolton has over 30 years of industry executive experience, including serving as President of Honeywell’s (NYSE:HON) Aerospace Air Transport & Regional business, a global business enterprise that provides original equipment and aftermarket products and services to the aviation segments, from January 2009 to April 2016. He also spent three years as Vice President leading Honeywell’s Aftermarket for the Business & General Aviation Strategic Business Unit, where he leveraged extensive cross-functional, product and customer experience to provide strategic and tactical leadership. Since 2017, Mr. Bolton has been the Owner and President of Blu Sky Edge Corp, an aviation commercial propulsion engine leasing and product sales company. Mr. Bolton holds a B.S. from Clarkson University in New York and an M.B.A. from Duke University. We believe that Mr. Bolton’s extensive experience and professional trajectory in the aerospace industry, as well as his senior leadership experience in a public company, qualifies him to be a director of our Board. David Kornblatt. Mr. Kornblatt has served on our Board since June 2022. Mr. Kornblatt has served as a director of Universal Stainless & Alloy Products, Inc. (NASDAQ: USAP) since 2009, Chair of the Audit Committee and member of its Compensation and Nominating and Corporate Governance Committees. Mr. Kornblatt brings decades of experience as a public company executive, including employment as the chief financial officer of public aerospace supplier Triumph Group, Inc. (NYSE: TGI), specialty metals producer Carpenter Technology Corporation (NSYE: CRS), and air conditioning manufacturer York International Corporation (previously trading under the ticker symbol “YRK”). The Board has determined that Mr. Kornblatt is financially sophisticated and is an “audit committee financial expert” as defined under SEC regulations.

  7. Continuing Directors

    Continuing Directors Class I Directors (terms expiring in 2025) Peter Cannito, Chair. Mr. Cannito has served on our Board and as our Chief Executive Officer since September 2021 and also as our President since December 2022. Mr. Cannito served on the board of Holdings from March 2020 until our Business Combination in September 2021. Mr. Cannito has served as a director and Chairman of BigBear.ai (NYSE:BBAI) since December 2021. Prior to his current role, Mr. Cannito served from October 2016 to December 2018 as the CEO of Polaris Alpha, a high-tech solutions provider developing systems for the Department of Defense and Intelligence Community. Prior to that, Mr. Cannito held executive roles, including CEO and COO, at EOIR Technologies and led a team of software and systems engineers at Booz Allen Hamilton focused on critical defense and intelligence programs. Mr. Cannito served from January 1, 2019 through June 2019 as a consultant for NSNext, LLC. Mr. Cannito has been an operating partner with AE Industrial Partners, LP since June 2019. Mr. Cannito received a bachelor’s degree in Finance from the University of Delaware and an MBA from the University of Maryland. Mr. Cannito also 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 of our Board. Joanne Isham. Ms. Isham has served on our Board since January 2024 and previously served on our Board from September 2021 to October 2022. She also served on the board of Holdings from March 2020 until our Business Combination in September 2021. Ms. Isham is the Founder of Veros Global Solutions, LLC, and President of Isham Associates, LLC, both advisory firms focused on national security and innovative technologies, and she has served at each since January 2020 and December 2011, respectively. Ms. Isham served as a director of Maxar Technologies Inc. and its predecessor, SSL MDA Holdings, Inc., from 2016 to 2023, and of MDA Information Systems, Inc.’s proxy board from 2012 to 2017. From June 2006 to December 2010, Ms. Isham served as Vice President, Deputy General Manager of Network Systems at BAE Systems plc, Chief Operations Officer of HPTi, and Vice President of L1. Ms. Isham previously served as a Senior Executive in the Central Intelligence Agency from 1977 to 2006 during which time she served as the Deputy Director for Science and Technology from 1998 to 2001 and as Deputy Director of the National Geospatial-Intelligence Agency from 2001 to 2006. Ms. Isham earned her undergraduate degree from the University of Notre Dame. We believe that Ms. Isham’s professional trajectory and experience in relevant industries qualifies her to serve as a director of our Board. Kirk Konert. Mr. Konert began serving on our Board in September of 2021 and served on the board of Holdings from March 2020 until our Business Combination in September 2021. Mr. Konert has served with AE Industrial Partners, LP, as a Managing Partner since December 2023, Partner since October 2019 and Principal starting in August 2014. Previously, Mr. Konert was a Senior Associate at Sun Capital Partners from July 2011 to July 2014. Mr. Konert has served as a director of BigBear.ai (NYSE:BBAI) since 2021 and is Chair of its Compensation Committee. 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 of our Board. Class II Directors (terms expiring in 2026) Jonathan E. Baliff. Mr. Baliff has served on our Board since September 2021 and as our Chief Financial Officer since June 2022. Mr. Baliff serves as an Operating Partner at Genesis Park, a private investment company since March 2020 and President and Chief Financial Officer of Genesis Park Acquisition Corp (NYSE:GNPK) prior to the Business Combination in September 2021. Mr. Baliff was previously at Bristow Group Inc. (NYSE:VTOL), an industrial aviation solutions provider offering helicopter transportation, and search and rescue and aircraft support services where he served first as Chief Financial Officer from 2010 to 2014 and President and Chief Executive Officer from 2014 to 2019 until he retired from the company in February 20191. Prior to joining Bristow, Mr. Baliff acted as Executive Vice President for Strategy at NRG (NYSE:NRG), leading development and implementation of corporate strategy and M&A, from 2007 to 2010. Prior to NRG, Mr. Baliff acted as a Managing Director in Credit Suisse’s Global Energy Group from 1997 to 2008. Additionally, Mr. Baliff served on active duty in the U.S. Air Force from 1985 to 1993 as an aviator flying the F-4 Phantom fighter aircraft. Currently, Mr. Baliff has served on the board of directors and Audit Committee of Texas Capital Bancshares, Inc. (NASDAQ:TCBI), the parent company of Texas Capital Bank, since 2017. Mr. Baliff holds a Bachelor of Aerospace Engineering from the Georgia Institute of Technology and a Master of Science in Foreign Service from Georgetown University. We believe that Mr. Baliff’s industry and public company experience qualifies him to be a director of our Board. 1 The 2014 global oil price collapse and ensuing turmoil in offshore transportation services resulted in several businesses in the industry filing for bankruptcy, including Bristow Group Inc. (“Bristow”), which filed for Chapter 11 bankruptcy protection in May 2019. Bristow was the world’s largest commercial helicopter and industrial aviation company serving the energy and government sectors. Despite the 2014 global oil price collapse, Bristow continued to recognize revenue growth while Bristow’s peer group’s revenues fell by an average of ~10% annually with most competitors filing for bankruptcy over the same period. Reggie Brothers. Dr. Brothers has served on our Board since September 2021 and served on the board of Holdings from March 2020 until our Business Combination in September 2021. Dr. Brothers has served as a director of Leonardo DRS, Inc. (NASDAQ: DRS) since January 2023 and member of its Audit Committee, a Principal of MIT Lincoln Laboratory since July 2023 and an Operating Partner of AE Industrial since October of 2022. Previously, Dr. Brothers served as CEO of BigBear.ai (NYSE:BBAI) from June 2020 to October 2022, Chief Technology Officer at Peraton Corporation from January 2018 to June 2020, and Principal at The Chertoff Group from January 2017 to January 2018. From April 2014 to February 2017, Dr. Brothers served as the Under Secretary for Science and Technology at the Department of Homeland Security. Dr. Brothers received an undergraduate degree from Tufts University, a master’s degree from Southern Methodist University and a PhD from Massachusetts Institute of Technology. We believe that Dr. Brother’s 30-year career and extensive experience in senior leadership positions in science and technology spanning academia, government and industry qualifies him to serve as a director of our Board.

  8. Continuing Directors

    Les Daniels. Mr. Daniels has served on our Board since September 2021. Mr. Daniels has been an Operating Partner at AE Industrial Partners, LP since October 2017. Mr. Daniels currently sits on the boards of Moeller Aerospace, GAMCO Investors, Inc. (NYSE:GBL) since 2016 and is a member of its Audit Committee, and Anterix Inc. (NASDAQ:ATEX) since 2020 and is a member of its Compensation and Nominating and Corporate Governance Committees. Mr. Daniels also served on The Advisory Committee on Trade Policy and Negotiation (ACTPN) as a presidential appointee and as a director of Healthway Inc. Mr. Daniels was a founding partner of CAI Managers & Co., L.P., a private equity firm located in New York City, where he served from 1989 to 2014. Prior to CAI Managers, Mr. Daniels served as President of Burdge, Daniels & Co., Inc., a company engaged as a principal in venture capital and buyout investments and trading of private placement securities. Mr. Daniels also served as Senior Vice President of Blyth, Eastman, Dillon & Co., where he was responsible for its corporate fixed-income sales and trading departments. Mr. Daniels earned his undergraduate degree from Fordham University. We believe that Mr. Daniels extensive experience in aerospace, in business and on public company boards, as well as his perspective as a representative of our largest shareholder, qualifies him to serve as a director of our Board.

  9. Board Meetings and Committees

    | 5. | conducting the independence assessment outlined in NYSE rules with respect to any compensation consultant, legal counsel or other advisor retained by the Compensation Committee; | | 6. | annually reviewing and reassessing the adequacy of the committee charter in its compliance with the listing requirements of the NYSE; | | 7. | reviewing and establishing our overall management compensation, philosophy and policy; | | 8. | overseeing and administering our compensation and similar plans; | | 9. | reviewing and making recommendations to our Board with respect to director compensation; and | | 10. | reviewing and discussing with management, when applicable, the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form 10-K. |

  10. 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.

  11. Summary Compensation Table

    Summary Compensation Table The following table presents summary information regarding the total compensation paid to, earned by, and awarded to each of our Named Executive Officers for the fiscal year ended December 31, 2023 and December 31, 2022.

  12. Summary Compensation Table

    | Name and Principal Position | Year | Salary | | Stock Awards(1) | | Option Awards(2) | | Nonequity Incentive Plan Compensation | | Other Compensation (3) | | Total | | | Peter Cannito, Chairman, Chief Executive Officer and President | 2023 | | 425,000 | | 736,950 | — | | | 560,601 | | 12,010 | | 1,734,561 | | | 2022 | | 425,000 | | 266,050 | | 305,490 | | 135,490 | | 8,578 | | 1,140,608 | | Jonathan E. Baliff, Chief Financial Officer | 2023 | | 400,000 | | 520,200 | — | | | 386,587 | | 36,755 | | 1,343,542 | | | 2022 | | 221,667 | | 178,410 | | 204,858 | | 94,050 | | 68,941 | | 767,926 | | Nathan O’Konek, Executive Vice President, General Counsel and Secretary | 2023 | | 300,000 | | 260,100 | — | | | 158,287 | | 3,981 | | 722,368 | | | 2022 | | 300,000 | | 70,425 | | 80,865 | | 38,648 | | 9,422 | | 499,360 |

  13. Summary Compensation Table

    | (1) Amounts reported in this column represent the aggregate grant date fair value of restricted stock units (“RSUs”), including both time-based and performance-based RSUs, granted in 2023 and 2022 to the Named Executive Officers, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). In 2023, the grant date fair value of the time-based RSUs, as computed in accordance with ASC 718, granted to Messrs. Cannito, Baliff and O’Konek were $335,325, $236,700 and $118,350, respectively. In 2023, the grant date fair value of the performance-based RSUs, as computed in accordance with ASC 718 using a Monte Carlo simulation model, granted to Messrs. Cannito, Baliff and O’Konek were $401,625, $283,500 and $141,750, respectively. The assumptions used in calculating the grant date fair value of the RSUs pursuant to ASC 718 reported in this column are set forth in Note S to the consolidated financial statements included in our Annual Report on Form 10-K for the years ended December 31, 2023 and 2022. For further detail regarding these awards, see “—Narrative Disclosure to Summary Compensation Table—Stock Options and Restricted Stock Units.” | | | | | | | | | | | (2) For 2022, the amounts reported in the Option Awards column represent the grant date fair value of stock options with respect to the Company’s common stock granted in 2022 to the Named Executive Officers, as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the stock options pursuant to ASC 718 reported in this column are set forth in Note S to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. For further detail regarding these awards, see “—Narrative Disclosure to Summary Compensation Table—Stock Options and Restricted Stock Units” below for additional details. | | | | | | | | | | | (3) The amounts reported in the “All Other Compensation” column for 2023 and 2022 include the following: | | | | | | | | | | | Name | Year | 401(k) Match(a) | | Group Life | | Housing/Car Allowance | | Board Fees(b) | | | Peter Cannito | 2023 | | 12,010 | — | | — | | — | | | Jonathan E. Baliff | 2023 | | 12,572 | — | | | 24,183 | — | | | Nathan O’Konek | 2023 | | 3,981 | — | | — | | — | | | Peter Cannito | 2022 | | 7,715 | | 863 | — | | — | | | Jonathan E. Baliff | 2022 | | 7,278 | | 839 | | 13,949 | | 46,875 | | Nathan O’Konek | 2022 | | 9,132 | | 290 | — | | — | | | (a) Amounts represent matching contributions under the Company’s 401(k) Plan. See below under “—Additional Narrative Disclosure—Retirement Benefits” for additional information regarding 401(k) plan contributions. (b) For Mr. Baliff, amounts include (i) cash retainer fees of $46,875 paid during his tenure as a non-employee director of our Board from January 1, 2022 – June 1, 2022 and (ii) RSUs granted on May 26, 2022, having a grant date fair value of $132,238 (the “May 2022 RSU Award”), as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the RSUs pursuant to ASC 718 reported in this column are set forth in Note S to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. Upon becoming an executive officer, Mr. Baliff was no longer entitled to receive compensation for serving on our Board; therefore, he forfeited the May 2022 RSU Award. | | | | | | | | | |

  14. 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.

  15. 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 ($) | | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | 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 ($)(1) | | | Peter Cannito | 8/22/2020(2) | 825,000 | 550,000 | — | | N/A(3) | — | — | | — | — | | | | 9/2/2021(4) | 199,998 | 100,002 | | 10.03 | 09/02/2031 | — | — | | — | — | | | | 11/1/2021(5) | — | — | — | | — | 50,001 | | 142,503 | — | — | | | | 7/1/2022(4) (5) | 56,667 | 113,333 | | 3.13 | 07/01/2032 | 56,666 | | 161,498 | — | — | | | | 7/3/2023(5) | — | — | — | | — | 127,500 | | 363,375 | — | — | | | | 7/3/2023(6) | — | — | — | | — | — | — | | 127,500 | | — | | Jonathan E. Baliff | 7/1/2022(4) (5) | 38,000 | 76,000 | | 3.13 | 07/01/2032 | 38,000 | | 108,300 | — | — | | | | 7/3/2023(5) | — | — | — | | — | 90,000 | | 256,500 | — | — | | | | 7/3/2023(6) | — | — | — | | — | — | — | | 90,000 | | — | | Nathan O’Konek | 8/22/2020(2) | 165,000 | 110,000 | — | | N/A(3) | — | — | | — | — | | | | 9/2/2021(4) | 50,000 | 25,000 | | 10.03 | 09/02/2031 | — | — | | — | — | | | | 11/1/2021(5) | — | — | — | | — | 12,500 | | 35,625 | — | — | | | | 7/1/2022(4) (5) | 15,000 | 30,000 | | 3.13 | 07/01/2032 | 15,000 | | 42,750 | — | — | | | | 7/3/2023(5) | — | — | — | | — | 45,000 | | 128,250 | — | — | | | | 7/3/2023(6) | — | — | — | | — | — | — | | 45,000 | | — |

  16. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Calculated by multiplying the number of shares or units of stock that have not vested by the closing price, $2.85, of the Company’s common stock as reported on the NYSE on December 29, 2023, which was the last trading day of 2023. | | (2) This row reflects information regarding Class P Units in Holdings (“Class P Units”) held by our Named Executive Officers that were outstanding and vested as of December 31, 2023. The Class P Units represent membership interests that are intended to constitute “profits interests” for federal income tax purposes. Despite the fact that the Class P Units do not require the payment of an exercise price, they are most similar economically to stock options. Accordingly, they are classified as “options” under the definition provided in Item 402(a)(6)(i) of Regulation S-K as an instrument with an “option-like feature.” For awards granted in 2020, this row reflects information regarding Class P Units held by our Named Executive Officers that were outstanding and unvested as of December 31, 2023. Except for Mr. Baliff, each of our Named Executive Officers were granted awards of Class P Units on October 22, 2020. Under the terms of the applicable award documentation, the Class P Units are divided into three tranches: Tranche I Units (40% of the units granted), Tranche II Units (40% of the units granted) and Tranche III Units (20% of the units granted). The Tranche I and Tranche III Units fully vested upon the consummation of the Business Combination. The Tranche II Units are subject to performance-based vesting only and vest if certain investor inflows over investor outflows are achieved upon a “Sale of the Company” (as defined in “—Additional Narrative Disclosure—Potential Payments Upon Termination or Change in Control,” below) or the payment of an extraordinary cash dividend, so long as the Named Executive Officer remains employed through such sale. | | (3) The Class P Units are not traditional options and, therefore, there is no exercise price or option expiration date associated with them. | | (4) Each of our Named Executive Officers was granted stock options under the 2021 Plan. The unvested stock options will vest and become exercisable as follows: (i) 33.3% on the first anniversary of the grant date, (ii) 33.3% vest on the second anniversary of the grant date, and (iii) 33.4% on the third anniversary of the grant date, subject to the continued employment of Named Executive Officer through each vesting date. | | (5) Each of our Named Executive Officers was granted RSUs under the 2021 Plan that vest as follows: (i) 33.3% on the first anniversary of the grant date, (ii) 33.3% vest on the second anniversary of the grant date, and (iii) 33.4% on the third anniversary of the grant date, subject to the continued employment of Named Executive Officer through each vesting date. | | (6) Each of our Named Executive Officers was granted performance-based RSUs under the 2021 Plan (as shown in the penultimate far right column) that vest on December 31, 2025 and convert into shares Common Stock based upon the Company’s closing price of its Common Stock on December 31, 2025 (“Closing Price”) as follows: (i) for a Closing Price equal to or less than $3.00 per share of Common Stock, 0% times the number of RSUs granted, (ii) for a Closing Price equal to $5.00 per share of Common Stock, 100% times the number of RSUs granted, and (iii) for a Closing Price equal to or greater than $7.00 per share of Common Stock, 200% times the number of RSUs granted, subject to the continued employment of Named Executive Officer through the vesting date. Straight-line interpolation will be used to determine the conversion rate for a Closing Price greater than $3.00 but less than $7.00 per share of Common Stock as of December 31, 2025. Since the Closing Price on December 29, 2023, which was the last trading day of 2023, was less than $3.00 per share of Common Stock, the value of these RSUs grants (as shown in the far right column) is reported as $0. |

  17. Non-Employee Director Compensation

    Non-Employee Director Compensation The following table provides information concerning the compensation of each director of the Board who served as a member of the Board during, but did not serve as an employee of the Company in, the 2023 fiscal year. Other than as set forth in the table and described more fully below, we 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. As Chairman, Chief Executive Officer and President and as Chief Financial Officer, the compensation of Messrs. Cannito and Baliff, respectively, is shown in the Summary Compensation Table.

  18. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total Compensation ($) | | | Michael Bevacqua | $75,000 | — | | 75,000(4) | | John S. Bolton | $100,000 | $100,002 | | 200,002 | | Reggie Brothers | $90,000 | $100,002 | | 190,002 | | Les Daniels | $100,000 | $100,002 | | 200,002 | | Kirk Konert | $102,500 | $100,002 | | 202,502(5) | | David Kornblatt | $112,500 | $100,002 | | 212,502 |

  19. Non-Employee Director Compensation

    | (1) The amounts in this column represent the portion of quarterly fees attributable to Board service for the 2023 fiscal year. | | (2) The amounts in this column represent the aggregate grant date fair value of RSUs granted in the 2023 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 included in our Annual Report on Form 10-K for the year ended December 31, 2023. The RSUs vest on the one-year anniversary of the grant date, subject to the director’s continued service on the Board. | | (3) The aggregate grant date fair value of such awards computed in accordance with FASB ASC Topic 718 is $500,009. | | (4) Pursuant to assignment arrangements, Mr. Bevacqua has transferred all of his beneficial interest in his Board fees and RSUs to Bain Capital Credit, LP, which surrendered the right to receive RSUs for Mr. Bevacqua’s Board service in 2023. | | (5) Pursuant to assignment arrangements, Mr. Konert has transferred all of his beneficial interest in his Board fees and RSUs to AE. |

  20. Non-Employee Director Compensation

    Director Compensation Policy In connection with the Business Combination, the Board adopted a director compensation policy under which our non-employee directors are eligible to receive cash and equity compensation for service on our Board and committees of our Board. Pursuant to the policy, directors receive an annual retainer of $75,000. In addition, each non-employee director who serves as a member or chair of a committee will receive the following annual amounts:

  21. Non-Employee Director Compensation

    | Position | Annual Retainer | | Audit Committee Chair | $30,000 | | Audit Committee Member | $15,000 | | Compensation Committee Chair | $20,000 | | Compensation Committee Member | $10,000 | | Nominating and Corporate Governance Committee Chair | $15,000 | | Nominating and Corporate Governance Committee Member | $7,500 |

  22. Non-Employee Director Compensation

    In addition to the cash retainers set forth above, which have remained unchanged since the Business Combination, each non-employee director will receive an annual grant of RSUs under the 2021 Plan with a grant date fair value equal to approximately $100,000, which was temporarily reduced in 2023 from $125,000 with such reduction being made permanent in 2024. The RSUs will fully vest on the first anniversary of the grant date, subject to the director’s continued service on the Board. In the event of a Change of Control (as defined in “—Additional Narrative Disclosure—Potential Payments Upon Termination or Change in Control—Stock Options and RSUs”), all outstanding RSUs held by non-employee directors will become fully vested, subject to the non-employee director’s continued service on the Board through the date of the Change of Control.