DEF 14A of Redwire Corp, Apr 10, 2026

DEF 14A of Redwire Corp

Filed Apr 10, 2026 · FY20250001819810-26-000050

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 | | Reggie Brothers | II | 66 | Director | 2021 | 2026 | 2029 | | Michael Greene | II | 64 | Director | 2025 | 2026 | 2029 | | Dorothy D. Hayes | II | 75 | Director | 2025 | 2026 | 2029 |

  3. PROPOSAL 1 - ELECTION OF DIRECTORS

    | * Ages as of March 27, 2026. |

  4. 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.

  5. THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”

    THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.

  6. Director Nominees to Serve for a Three-Year Term Expiring at the 2029 Annual Meeting

    Director Nominees to Serve for a Three-Year Term Expiring at the 2029 Annual Meeting 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 York Space Systems, Inc. (NYSE: YSS) since January 2026, as a director of Leonardo DRS, Inc. (NASDAQ: DRS) since January 2022 and as a 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, as well as his professional trajectory and experience in relevant industries, qualifies him to serve as a director of our Board. Michael Greene. Mr. Greene has served on our Board since July 2025. Mr. Greene is the Co-CEO and Managing Partner at AE Industrial Partners, LLC and has responsibility for the overall management of the firm, primarily focusing on the growth and operational execution of portfolio investments. Since joining AE Industrial in 2008, Mr. Greene has been a member of the firm’s Management and Investment Committees. Previously, Mr. Greene was a Partner with UBS Capital Americas, LLC and UBS Capital, LLC from 1990 to 2008. Mr. Greene was a founding partner of the non-investment grade debt and equity businesses at UBS AG. Mr. Greene serves as a Trustee of The College of the Holy Cross in Worcester, Massachusetts. Mr. Greene received a BA from The College of the Holy Cross and an MBA from Harvard Business School. We believe that Mr. Greene’s extensive experience and history in portfolio company management qualifies him to be a director of our Board. Dorothy D. Hayes. Ms. Hayes has served on our Board since October 2025. Ms. Hayes has served as a director of BigBear.ai (NYSE:BBAI) and as Chair of its Audit Committee 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. She was appointed as a director of Intevac, Inc. (NASDAQ: IVAC) in June 2019, where she served as the Chair of the Audit Committee and a member of the Human Capital Committee until March 2025, when Intevac, Inc. was acquired by Seagate Technology Holdings plc. 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 Chair between 2016 until April 2022, and, prior to its merger with First Tech Federal Credit Union, she also served on the board of directors of Addison Avenue Federal Credit Union from 2002 until 2011. 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 (NYSE: HPE), 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 graduated from Bentley University in 1987 with an M.S. in Finance, and received from the University of Massachusetts, Amherst both an M.S. in Business Administration in 1976 and a B.A. in Elementary Education in 1972. The Board has determined that Ms. Hayes is financially sophisticated and is an “audit committee financial expert” as defined under SEC regulations. We believe that Ms. Hayes’ business experience and financial expertise qualifies her to be a director of our Board.

  7. Continuing Directors

    Continuing Directors Class III Directors (terms expiring in 2027) Frank Calvelli. Mr. Calvelli has served on our Board since March 2026. Mr. Calvelli has served as a director of True Anomaly, Inc. since January 2025 and as a member of the Board of Trustees of The Aerospace Corporation since March 2025. From May 2022 to January 2025, he served as the Assistant Secretary of the Air Force for Space Acquisition and Integration, where he was the Service Acquisition Executive overseeing an annual budget in excess of $18 billion and directing programs for the U.S. Space Force, including Space Systems Command and the Space Development Agency. Previously, Mr. Calvelli was a Senior Vice President at Booz Allen Hamilton (NYSE: BAH) from July 2021 to April 2022. From 2012 to 2020, he served as the Principal Deputy Director of the National Reconnaissance Office (NRO), where he managed the day-to-day operations of the 3,500-person agency and its satellite and ground systems portfolio. Mr. Calvelli also currently serves on the Strategic Advisory Board of Parsons Corporation (NYSE: PSN) and as an instructor at Pardus Inc. He previously served on the board of directors of Altamira Technologies from June 2025 until its acquisition in January 2026. Mr. Calvelli holds a Bachelor’s degree in Computer and Information Sciences from the State University of New York at Potsdam and an M.B.A. from Loyola University Maryland. We believe that Mr. Calvelli’s extensive experience in relevant industries, qualifies him to serve as a director of our Board. General (Ret.) James McConville. Gen. McConville has served on our Board since October 2025. Gen. McConville has served as a director of York Space Systems, Inc. (NYSE: YSS) since January 2026 and a director of BETA Technologies, Inc. (NYSE: BETA) since October 2024. Gen. McConville has been an Operating Partner with AE Industrial Partners since September 2023. Gen. McConville was the 40th Chief of Staff of the United States Army from August 2019 to August 2023 and held various ranks and commands as a commissioned officer of the United States Army from May 1981 to August 2023. Gen. McConville led combat organizations from the platoon to the division level and was the longest serving commander of the 101st Airborne Division. His leadership and modernization initiatives led the Army through significant transformational efforts and included the adoption of a new information age-focused talent management platform, as well as new weapon systems. Gen. McConville is a Senior Fellow at the Belfer Center at Harvard University and a member of the Georgia Tech Research Institute External Advisory Council. Gen. McConville has also served as a member of the board of directors of All.Space since October 2025, of RDT Holdings from October 2023 until its acquisition by the Company in June 2025 and of REDLattice from October 2023 to January 2025. Gen. McConville holds a Bachelor of Science degree from the United States Military Academy at West Point, New York and a Master of Science degree in Aerospace Engineering from Georgia Tech, and was a 2002 National Security Fellow at Harvard University. Gen. McConville is a 2024 Distinguished Graduate of the United States Military Academy and a 2024 member of the Army Aviation Hall of Fame and qualified in, among others, the AH-64D Apache, OH-58D, AH-6, AH-1. We believe that Gen. McConville’s extensive experience in relevant industries, qualifies him to serve as a director of our Board. Class I Directors (terms expiring in 2028) 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 an independent consultant and the Founder of Veros Global Solutions, LLC, and Isham Associates, LLC, advisory firms focused on national security and innovative technologies. She has worked at each since January 2020 and December 2011, respectively. Previously, Ms. Isham was 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 was Vice President, Deputy General Manager of Network Systems at BAE Systems plc, Chief Operations Officer of HPTi; and Vice President of L1. Prior to joining the private sector, Ms. Isham was employed by the Central Intelligence Agency (“CIA”) from 1977 through 2006. During her tenure she served in multiple positions as a leader responsible for Congressional Affairs, Resource Management, and Technical Program Execution. From 1998 to 2001, she was the CIA Deputy Director for Science and Technology. From 2001 to 2006, she was assigned as the Deputy Director of the National Geospatial-Intelligence Agency. 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 has served on our Board since 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 from October 2019 to December 2023 and Principal from August 2014 to October 2019. 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 York Space Systems Inc. (NYSE: YSS) since 2026 and is Chair of its board of directors and a member of its Compensation and Nominating and Corporate Governance Committees, of Firefly Aerospace Inc. (NASDAQ: FLY) since 2025 and is Chair of its Compensation Committee and a member of its Audit Committee, and 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.

  8. 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.

  9. Summary Compensation Table (“SCT”)

    Summary Compensation Table (“SCT”) The following table presents summary information regarding the total compensation paid to, earned by, and awarded to each of our NEOs for the fiscal year ended December 31, 2025 and December 31, 2024.

  10. Summary Compensation Table (“SCT”)

    | Name and Principal Position | Year | Salary | | Bonus(1) | | Stock Awards(2) | | Nonequity Incentive Plan Compensation(3) | | Other Compensation(4) | | Total | | | Peter Cannito, Chairman, Chief Executive Officer and President | 2025 | | 574,500 | — | | | 3,656,333 | | 189,585 | | 12,144 | | 4,432,562 | | | 2024 | | 442,308 | — | | | 3,393,563 | | 296,103 | | 13,800 | | 4,145,774 | | Chris Edmunds, Chief Financial Officer | 2025 | | 307,739 | | 150,000 | | 405,389 | | 45,699 | | 9,994 | | 918,821 | | | 2024 | | 283,085 | — | | | 544,659 | | 75,867 | | 10,350 | | 913,961 | | Aaron Futch, EVP, General Counsel and Secretary | 2025 | | 382,789 | — | | | 1,010,186 | | 50,528 | | 9,310 | | 1,452,813 | | Jonathan E. Baliff, former Chief Financial Officer | 2025 | | 444,615 | — | | | 1,883,067 | | 110,042 | | 855,832 | | 3,293,556 | | | 2024 | | 417,308 | — | | | 2,403,768 | | 209,697 | | 24,060 | | 3,054,833 |

  11. Summary Compensation Table (“SCT”)

    | (1) Represents a discretionary cash bonus awarded to Mr. Edmunds on July 30, 2025 and paid during 2025 in recognition of his efforts on the RDT Holdings acquisition. | | (2) 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 2025 and 2024 to the Named Executive Officers, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). In 2025, the grant date fair value of the time-based RSUs, as computed in accordance with ASC 718, granted to Messrs. Cannito, Edmunds, Futch and Baliff were $1,470,263; $163,013; $406,210 and $757,208, respectively. In 2025, 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, Edmunds, Futch and Baliff were $2,186,070; $242,376; $603,976 and $1,125,859, respectively. In 2024, the grant date fair value of the time-based RSUs, as computed in accordance with ASC 718, granted to Messrs. Cannito, Edmunds and Baliff were $1,257,188; $201,776 and $890,506, respectively. In 2024, 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, Edmunds and Baliff were $2,136,375; $342,883 and $1,513,262, respectively. For performance-based RSU awarded in 2025, the grant date fair value assuming the maximum award is achieved (which is calculated as the maximum number of shares with respect to which payment could be achieved, multiplied by the grant date closing price) for Messrs. Cannito, Edmunds, Futch and Baliff were $2,940,526; $.326,026; $812,420 and $1,514,416. For performance-based RSU awarded in 2024, the grant date fair value assuming the maximum award is achieved (which is calculated as the maximum number of shares with respect to which payment could be achieved, multiplied by the grant date closing price) for Messrs. Cannito, Edmunds and Baliff were $2,514,376; $403,552 and $1,781,012. For 2025, 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 R of the accompanying notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. For 2024, 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 of the accompanying notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. For further detail regarding these awards, see “—Narrative Disclosure to Summary Compensation Table—Stock Options and Restricted Stock Units.” | | (3) The amounts reported in the Nonequity Incentive Plan Compensation column represent the cash compensation earned under the Company’s Short-Term Incentive Plan for actual performance achieved for the year reported and paid during April of the following fiscal year. See below under “—Narrative Disclosure to Summary Compensation Table—Short-Term Incentive Plan” for additional information. |

  12. Summary Compensation Table (“SCT”)

    | (4) The amounts reported in the “All Other Compensation” column for 2025 and 2024 include the following: | | | | | | | | | Name | Year | 401(k) Match Contribution(a) | | Housing/Car Allowance | | Severance Benefits(b) | | | Peter Cannito | 2025 | | 12,144 | — | | — | | | Chris Edmunds | 2025 | | 9,994 | — | | — | | | Aaron Futch | 2025 | | 9,310 | — | | — | | | Jonathan E. Baliff | 2025 | | 13,800 | — | | | 842,032 | | Peter Cannito | 2024 | | 13,800 | — | | — | | | Chris Edmunds | 2024 | | 10,350 | — | | — | | | Jonathan E. Baliff | 2024 | | 13,800 | | 10,260 | — | | | (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) Amount represents $840,000 payable as compensation and $2,032 potentially payable as a COBRA reimbursement benefit under Mr. Baliff’s Retirement and Consulting Agreement. See below under “—Narrative Disclosure to Summary Compensation Table—Employment Agreements with Named Executive Officers” for additional information. | | | | | | | |

  13. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table summarizes the outstanding stock and option awards held by each of our NEOs as of December 31, 2025.

  14. Outstanding Equity Awards at 2025 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) | — | — | — | — | — | — | | 311,817 | | 2,369,811 | | | 9/2/2021(3) | 300,000 | — | $10.03 | 09/02/2031 | — | — | | — | — | | | | 7/1/2022(3) | 170,000 | — | $3.13 | 07/01/2032 | — | — | | — | — | | | | 7/3/2023(4) | — | — | — | — | 56,667 | | 430,669 | — | — | | | | 7/11/2024(4) | — | — | — | — | 112,500 | | 855,000 | — | — | | | | 7/11/2024(5) | — | — | — | — | — | — | | 168,750 | | 2,565,000 | | | 7/16/2025(4) | — | — | — | — | 84,015 | | 638,514 | — | — | | | | 7/16/2025(6) | — | — | — | — | — | — | | — | — | | | Chris Edmunds | 9/2/2021(3) | 63,000 | — | $10.03 | 09/02/2031 | — | — | | — | — | | | | 7/1/2022(3) | 24,076 | — | $3.13 | 07/01/2032 | — | — | | — | — | | | | 7/3/2023(4) | — | — | — | — | 6,750 | | 51,300 | — | — | | | | 7/11/2024(4) | — | — | — | — | 18,056 | | 137,226 | — | — | | | | 7/11/2024(5) | — | — | — | — | — | — | | 27,084 | | 411,677 | | | 7/16/2025(4) | — | — | — | — | 9,315 | | 70,794 | — | — | | | | 7/16/2025(6) | — | — | — | — | — | — | | — | — | | | Aaron Futch | 7/11/2024(4) | — | — | — | — | 12,500 | | 95,000 | — | — | | | | 7/11/2024(5) | — | — | — | — | — | — | | 18,750 | | 285,000 | | | 7/16/2025(4) | — | — | — | — | 23,212 | | 176,411 | — | — | | | | 7/16/2025(6) | — | — | — | — | — | — | | — | — | | | Jonathan E. Baliff | 7/1/2022(3) | 114,000 | — | $3.13 | 07/01/2032 | — | — | | — | — | | | | 7/3/2023(4) | — | — | — | — | 30,000 | | 228,000 | — | — | | | | 7/11/2024(4) | — | — | — | — | 39,843 | | 302,807 | — | — | | | | 7/11/2024(5) | — | — | — | — | — | — | | 119,531 | | 1,816,871 | | | 7/16/2025(4) | — | — | — | — | 14,423 | | 109,615 | — | — | |

  15. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) Calculated by multiplying the number of shares or units of stock that have not vested by the closing price, $7.60, of the Company’s common stock as reported on the NYSE on December 31, 2025, which was the last trading day of 2025, except with respect to Mr. Cannito’s Class P Units (see footnote (2) below). | | (2) This row reflects information regarding of Class P Units in Holdings (“Class P Units”) held by our Named Executive Officers that were outstanding and unvested as of December 31, 2025 . The Class P Units represent membership interests that are intended to constitute “profits interests” for federal income tax purposes. Mr. Cannito was 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, and therefore are not included in the above table. 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. The number of shares reporting as being held by Mr. Cannito reflect his imputed ownership based upon the value of such Tranche II Class P Units, divided by the closing price, $7.60, of the Company’s common stock as reported on the NYSE on December 31, 2025, which was the last trading day of 2025. | | (3) Each of our NEOs was granted stock options under the 2021 Plan. The unvested stock options will vest and become exercisable as follows: (i) 33.33% on the first anniversary of the grant date, (ii) 33.33% vest on the second anniversary of the grant date, and (iii) 33.34% on the third anniversary of the grant date, subject to the continued employment of the NEO through each vesting date. | | (4) Each of our NEOs was granted RSUs under the 2021 Plan that vest as follows: (i) 33.33% on the first anniversary of the grant date, (ii) 33.33% vest on the second anniversary of the grant date, and (iii) 33.34% on the third anniversary of the grant date, subject to the continued employment of the NEO through each vesting date. | | (5) Each of our NEOs was granted performance-based RSUs under the 2021 Plan (as shown in the penultimate far right column) that vest on December 31, 2026 and convert into shares of Common Stock based upon the Company’s closing price of its Common Stock on December 31, 2026 (“2026 Closing Price”) as follows: (i) for a 2026 Closing Price equal to or less than $3.00 per share of Common Stock, 0% times the number of RSUs granted, (ii) for a 2026 Closing Price equal to $5.00 per share of Common Stock, 100% times the number of RSUs granted, and (iii) for a 2026 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 the NEO through the vesting date. Straight-line interpolation will be used to determine the conversion rate for a 2026 Closing Price greater than $3.00 but less than $7.00 per share of Common Stock as of December 31, 2026. Since the closing price on December 31, 2025, which was the last trading day of 2025, exceeds the target performance level of $5.00 per share, the Company disclosed the payout value (as shown in the far right column) at the maximum performance level value for these RSUs grants multiplied by closing price of the Company’s common stock on December 31, 2025. | | (6) Each of our NEOs was granted performance-based RSUs under the 2021 Plan (as shown in the penultimate far right column) that vest on December 31, 2027 and convert into shares of Common Stock based upon the Company’s total shareholder return (“TSR”) compared to the performance of the Russell 2000 Total Return Index (“RUTTR”) during the period beginning January 1, 2025 through December 31, 2027 as follows: (i) TSR performance equal to 25% below the RUTTR will be paid out at 25% times the number of RSUs granted, (ii) TSR performance equal to the RUTTR will be paid out at 100% times the number of RSUs granted, and (iii) TSR performance equal to 30% above the RUTTR will be paid out at 200% times the number of RSUs granted. TSR performance more than 25% below the RUTTR will be paid out at 0% times the number of RSUs granted. Straight-line interpolation will be used to determine the conversion rate for TSR performance relative to the RUTTR falling between the ranges referenced above. Since TSR performance was more than 25% below the RUTTR as of December 31, 2025, the Company disclosed the payout value (as shown in the far right column) at the threshold performance level value for these RSUs grants multiplied by closing price of the Company’s common stock on December 31, 2025. |

  16. Non-Employee Director Compensation

    Non-Employee Director Compensation The following table provides information concerning the compensation of each director who served as a member of the Board, but did not serve as an employee of the Company, during the fiscal year ending December 31, 2025. 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 2025. As Chairman, Chief Executive Officer and President and as the former Chief Financial Officer, the compensation of Messrs. Cannito and Baliff, respectively, is shown in the Summary Compensation Table.

  17. Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total Compensation ($) | | | Michael Bevacqua(3) | $52,747 | — | | 52,747 | | John S. Bolton(4)(5) | $94,429 | $150,003 | | 244,432 | | Reggie Brothers(4) | $119,725 | $150,003 | | 269,728 | | Les Daniels(4)(5) | $65,934 | $150,003 | | 215,937 | | Michael Greene(6)(7) | $47,253 | $150,005 | | 197,258 | | Dorothy D. Hayes(8) | $27,813 | $150,006 | | 177,819 | | Joanne O. Isham(4) | $108,773 | $150,003 | | 258,776 | | Kirk Konert(4)(9) | $127,500 | $150,003 | | 277,503 | | David Kornblatt(4) | $137,500 | $150,003 | | 287,503 | | James McConville(8) | $24,185 | $150,006 | | 174,191 | | Raphael Wallander(6) | $47,253 | $150,005 | | 197,258 |

  18. Non-Employee Director Compensation

    | (1) The amounts in this column represent the portion of the annual cash retainer, as further described below, attributable to Board service during 2025 and which are prorated for any partial year of service on the Board or as a member or Chair of any Board committee. | | (2) The amounts in this column represent the grant date fair value of RSUs granted during 2025. The aggregate grant date fair value of all such awards computed in accordance with FASB ASC Topic 718 is $1,500,042. The assumptions used in calculating the grant date fair value of the awards reported pursuant to ASC 718 are set forth in Note R to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The RSUs vest on the one-year anniversary of the grant date, subject to the director’s continued service on the Board. | | (3) 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 2025. | | (4) Stock Award amount consists of 11,802 RSUs vesting on May 22, 2026. | | (5) Messrs. Bolton and Daniels each entered into a Consulting Agreement with the Company pursuant to which each director’s unvested RSUs as of his retirement from the Board will remain outstanding until vesting on May 22, 2026. | | (6) Stock Award amount consists of 9,169 RSUs vesting on July 22, 2026. | | (7) Pursuant to assignment arrangements, Mr. Greene has transferred all of his beneficial interest in his Board fees and RSUs to AEI. | | (8) Stock Award amount consists of 19,109 RSUs vesting on October 29, 2026. | | (9) Pursuant to assignment arrangements, Mr. Konert has transferred all of his beneficial interest in his Board fees and RSUs to AEI. |

  19. Non-Employee Director Compensation

    Director Compensation Policy Our Board has adopted a non-employee 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 this policy, each non-employee director receives an annual retainer of $100,000, which was increased from $75,000 on March 6, 2025. In addition, each non-employee director who serves as a member or chair of a committee will receive the following annual amounts:

  20. 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 |

  21. Non-Employee Director Compensation

    In addition to the cash retainers set forth above, each non-employee director will receive an annual grant of RSUs under the 2021 Plan with a grant date fair value equal to approximately $150,000. 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.

  22. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding SEC-defined executive “compensation actually paid” (“CAP”) for the fiscal years listed below in a pay versus performance (“PVP”) table. The PVP table shows CAP for Peter Cannito, our Chairman, Chief Executive Officer and President, who has been identified the principal executive officer (“PEO”) and the average CAP for our other NEOs. As required by the SEC, this section also compares CAP to total shareholder return and to net income to gauge performance at the Company. Pay Versus Performance Table – Compensation Definitions Salary, Bonus, Non-Equity Incentive Plan Compensation and All Other Compensation are each calculated in the same manner for purposes of both CAP and SCT values. The primary difference between the calculation of CAP and SCT total compensation is the calculation of the value of “Stock Awards” and “Option Awards,” with the differences in how these awards are valued for purposes of SCT total and CAP described in the footnotes below. Pay Versus Performance Table

  23. Pay Versus Performance Disclosure

    | | | | | | Value of initial fixed $100 investment based on: | | | Year | Summary compensation table total for PEO(1) | Compensation actually paid to PEO(1)(2) | Average summary compensation table total for non-PEO named executive officers(3) | Average compensation actually paid to non-PEO named executive officers(2)(3) | Total shareholder return | Net income | | 2025 | $4,432,562 | $(6,160,301) | $1,888,397 | $(1,401,821) | $267 | $(226,552,000) | | 2024 | $4,145,774 | $13,462,025 | $1,984,397 | $4,923,360 | $578 | $(114,311,000) |

  24. Pay Versus Performance Disclosure

    | (1) Peter Cannito served as the PEO in 2025 and 2024. | | (2) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below). The CAP was calculated beginning with the PEO’s “Summary Compensation Table” total, and the average of the non-PEO NEOs’ “Summary Compensation Table” total, with the following amounts being added or deducted from the applicable total compensation: | | (3) Chris Edmunds, Aaron Futch and Jonathan Baliff were non-PEO NEOs in 2025. Chris Edmunds and Jonathan Baliff were non-PEO NEOs in 2024. |

  25. Pay Versus Performance Disclosure

    | | PEO | | Non-PEO named executive officers | | | Adjustments from SCT | 2025 | 2024 | 2025 | 2024 | | Deduction for amounts reported under the “Stock Awards” column in the SCT(a) | $3,656,333 | $3,393,563 | $1,099,547 | $1,474,214 | | Add the fair value as of the end of the covered fiscal year of all awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year(b) | $638,514 | $5,555,250 | $118,940 | $2,413,283 | | Add the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year(b) | $(5,208,144) | $6,036,456 | $(1,410,875) | $1,720,216 | | Add the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year(b) | $(2,366,900) | $1,118,108 | $(680,124) | $279,678 | | (Subtract), for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year | — | — | $(218,611) | — | | Total Adjustments | $(10,592,863) | $9,316,251 | $(3,290,217) | $2,938,964 |

  26. Pay Versus Performance Disclosure

    | (a) Reflects the deduction of the aggregate grant date fair value of equity-based awards granted each year as reported in the Stock Awards column of the SCT for the applicable year, calculated in accordance with FASB ASC Topic 718. We did not grant any option awards during these years, so no deductions were made under the Stock Option column of the SCT. | | (b) The fair value of stock awards was based on the closing price of the Company’s Common Stock at the relevant year-end or vesting dates and projected payout amounts based on expected performance ranging from 0% to the maximum amount of 200%. The closing price of the Company’s Common Stock on December 31, 2025, 2024 and 2023 was $7.60, $16.46, and $2.85, respectively. With regards to the fair value of each performance-based equity award, each of which was based upon the closing price of the Company’s Common Stock or total shareholder return compared to the growth of the Russell 2000 Total Return Index, the value was determined based upon the most probable outcome, which was assumed to be the actual performance achieved as of the relevant year-end. Such assumption resulted in an assumed maximum payout of 200% for each award whose payout is based solely upon the closing price of the Company’s Common Stock, and an assumed payout of 0% for each award whose payout is based upon total shareholder return compared to the growth of the Russell 2000 Total Return Index. This number also includes an adjustment for the value of the unvested Class P Units (as defined above) held by Mr. Cannito. |