DEF 14A of BigBear.ai Holdings, Inc.

Filed Apr 28, 2026 · FY20250001836981-26-000028

Open on EDGAR

Proposal 1 - Election of Directors
Proposal 1 - Election of Directors A plurality of the votes cast by the shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon is required to elect each nominee named herein. This means that the two nominees receiving the highest number of votes at the Annual Meeting will be elected, even if those votes do not constitute a majority of the votes cast. Votes that are “WITHHELD” with respect to one or more nominees will result in the respective nominee receiving fewer votes, but they will not count as votes against a nominee and will have no effect on the outcome of the election of those nominees. If you are a beneficial shareholder, your bank or broker is not permitted to vote your shares on this proposal if voting instructions are not received from you (this is commonly referred to as a “broker non-vote”). Broker non-votes are not considered votes cast and, therefore, will not impact the election of the nominees.
Stockholder Recommendations for Director Nominees
Stockholder Recommendations for Director Nominees The Nominating and Corporate Governance Committee will consider stockholder nominations for membership on the Board. For the 2027 Annual Meeting of Stockholders, nominations may be submitted to 7950 Jones Branch Drive, 1st Floor North Tower, McLean, Virginia 22102, Attention: General Counsel and Secretary, and such nominations will then be forwarded to the Chair of the Nominating and Corporate Governance Committee. Recommendations must be in writing and we must receive the recommendation no later than the close of business on March 11, 2027 and not earlier than the close of business on February 9, 2027. Recommendations must also include certain other procedural requirements as specified in our Bylaws. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the requirements set forth in Rule 14a-19 of the Exchange Act, shareholders who intend to solicit proxies in support of director nominees, other than the Board's nominees, must also provide written notice to the Secretary that sets forth the information required by Rule 14a-19(b) of the Exchange Act. Such notice must be postmarked or transmitted electronically to the Company at its principal executive offices, no later than April 12, 2027. When filling a vacancy on the Board, the Nominating and Corporate Governance Committee will identify the desired skills and experience of a new director and will nominate individuals who it believes can strengthen the Board’s capabilities and further diversify the collective experience represented by the then-current directors. The Nominating and Corporate Governance Committee may engage third parties to assist in the search and provide recommendations. Also, directors are generally asked to recommend candidates for the position. The candidates will then be evaluated based on the process outlined in our Corporate Governance Guidelines and the Nominating and Corporate Governance Committee’s Charter, and the same process will be used for all candidates, including candidates recommended by stockholders. Our Corporate Governance Guidelines are available under the Governance Documents heading, on the Corporate Governance page of our website at https://ir.bigbear.ai/corporate-governance. Our website is not part of this notice and proxy statement.
Stockholder Recommendations for Director Nominees
| BigBear.AI Holdings, Inc. | 9 | 2026 Proxy Statement |
Stockholder Recommendations for Director Nominees
Proposal One Election of Directors Our Board recommends that the nominees below be elected as members of the Board at the Annual Meeting:
Stockholder Recommendations for Director Nominees
| Name | Class | Age * | Position | Director Since | Year Current Term Expires | Year Term Expires For Which Nominated | | Kevin McAleenan | II | 54 | Chief Executive Officer, Director | 2025 | 2026 | 2029 | | Pamela Braden | II | 68 | Director | 2021 | 2026 | 2029 |
Stockholder Recommendations for Director Nominees
*Ages as of April 13, 2026 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.
VOTE
VOTE The Board Recommends that you Vote “FOR” Each of the Director Nominees.
VOTE
| BigBear.AI Holdings, Inc. | 10 | 2026 Proxy Statement |
Director Nominees
Director Nominees Director Nominees to Serve for a Three-Year Term Expiring at the 2029 Annual Meeting:
Director Nominees
| | Kevin McAleenan is the CEO of BigBear.ai, and serves on the company's Board of Directors. Before his promotion to CEO, Kevin served as President of BigBear.ai, where he led teams offering cutting-edge computer vision, simulation and modeling, and digital identity tools to support customers critical security and operational decisions. Kevin co-founded and led Pangiam as CEO and Chair of the Board until its acquisition by BigBear.ai, developing cutting edge biometric and AI products for security applications, for both government agencies and commercial customers. Kevin brings experience from almost two decades of leadership in the U.S. Government to his role. He was the first career civil servant to be appointed and confirmed as Commissioner of U.S. Customs and Border Protection (CBP) in 2018, and he served most recently as Acting Secretary of the U.S. Department of Homeland Security (DHS) under President Donald Trump, where he led over 240,000 employees and oversaw operations at CBP, the Transportation Security Administration (TSA), the U.S. Coast Guard, the Cybersecurity and Infrastructure Security Agency (CISA), Secret Service, and others. His past experiences include implementing innovations to the U.S. international arrival and departure process, developing comprehensive counter terrorism and risk management strategies, and overseeing the implementation of the U.S. government’s single window for international trade, a project that spanned over 4-dozen agencies. Kevin received several awards for his service and leadership including a Presidential Rank Award—the nation’s highest civil service award, a Service to America Medal, and multiple awards from travel and trade industry groups. | | Kevin McAleenan Age: 54 Director Since: 2025 | |
Director Nominees
| | Pamela 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 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. | | Pamela Braden Age: 68 Director Since: 2021 | |
Director Nominees
| BigBear.AI Holdings, Inc. | 11 | 2026 Proxy Statement |
Continuing Directors
Continuing Directors
Class III Directors (terms expiring in 2027)
Class III Directors (terms expiring in 2027)
Class III Directors (terms expiring in 2027)
| | Peter 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. | | Peter Cannito Age: 53 Director Since: 2021 | |
Class III Directors (terms expiring in 2027)
| | Kirk Konert has served as a member of our Board since December 2021. Mr. Konert is a Managing Partner at AE Industrial Partners, LLC, a leading private investment firm focused on Aerospace, Space, Defense & Government Services. Mr. Konert has led the investments in, and sits on the boards of, multiple AE Industrial portfolio companies, including Firefly Aerospace, ThayerMahan, Redwire, York Space Systems, and RedLattice. 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. | | Kirk Konert Age: 39 Director Since: 2021 | |
Class III Directors (terms expiring in 2027)
| BigBear.AI Holdings, Inc. | 12 | 2026 Proxy Statement |
Class I Directors (terms expiring in 2028)
Class I Directors (terms expiring in 2028)
Class I Directors (terms expiring in 2028)
| | Sean 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. | | Sean Battle Age: 56 Director Since: 2021 | |
Class I Directors (terms expiring in 2028)
| BigBear.AI Holdings, Inc. | 13 | 2026 Proxy Statement |
Class I Directors (terms expiring in 2028)
| | Paul 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 valuable experience as a public company director, assisting Spirit AeroSystems Holdings since 2006 and Wesco Aircraft Holdings 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. | | Paul Fulchino Age: 79 Director Since: 2021 | |
Class I Directors (terms expiring in 2028)
| BigBear.AI Holdings, Inc. | 14 | 2026 Proxy Statement |
Class I Directors (terms expiring in 2028)
| | Dorothy D. 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 Redwire Corporation in October 2025 where she serves on the Audit Committee Chair (serving as the Chair since March 2026). She was appointed as a director of Intevac, Inc. in June 2019, where she served as the Chairwoman of the Audit Committee and a member of the Human Capital Committee until its acquisition by Seagate Technology in March 2025. 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 from 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) and the National Association of Corporate Directors (NACD). 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. | | Dorothy D. Hayes. Age: 75 Director Since: 2021 | |
Class I Directors (terms expiring in 2028)
| BigBear.AI Holdings, Inc. | 15 | 2026 Proxy Statement |
Class I Directors (terms expiring in 2028)
| | Anthony S. (Tony) Evangelista has served as a member of our Board of Directors since August 2025. Mr. Evangelista was a financial services partner at PricewaterhouseCoopers LLP (“PwC”) from 1996 until his retirement in July 2019. In both audit and consulting leadership roles across PwC’s New York, Hong Kong, London, and Boston offices, he advised multinational public companies on SEC compliance, global financial reporting, audit strategy, and corporate governance. He led and reviewed complex audits across the United States, Europe, and Asia, including engagements involving heightened regulatory scrutiny, and provided technical accounting, audit, and risk advisory guidance to boards of directors, audit committees, global regulators, and senior executives. From 1993 to 1996, Mr. Evangelista served as Assistant Chief Accountant in the Division of Investment Management, Office of the Chief Accountant, at the U.S. Securities and Exchange Commission, where he provided regulatory oversight and policy guidance affecting registered entities, supported the Commission’s examination and enforcement activities, and interpreted and applied U.S. GAAP and SEC rules within a federal regulatory framework. From 1985 to 1993, he was employed by PwC. Mr. Evangelista brings significant accounting and financial reporting expertise to our Board, including extensive experience with U.S. GAAP, auditing standards, internal control over financial reporting, and regulatory compliance. His background at PwC and the Securities and Exchange Commission provides him with deep insight into financial oversight and risk management. We believe Mr. Evangelista is well qualified to serve on our Board of Directors and as a member of the Audit Committee and Compensation Committee. | | Anthony Evangelista Age: 67 Director Since: 2025 | |
Fiscal Year 2025 Compensation Highlights
•In fiscal year 2025, the grants for the NEOs were made with a grant date of May 22, 2025, and vested on March 2, 2026 based on performance achievement. •For the fiscal year ended December 31, 2025, based on our performance results, bonuses for the NEOs were earned at 62.1% of target. •Long-Term Equity Incentives. The Compensation Committee may grant long-term equity incentive awards in the form of Restricted Stock Units (“RSUs”) pursuant to the BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan (the “Plan”) in such amounts and subject to such terms and conditions as the Compensation Committee may determine. In fiscal year 2025, the annual grants for the NEOs were made with a grant date of April 1, 2025 and consisted of 100% RSUs for all participants.
How We Determine Executive Compensation: The Decision-Making Process
The Role of Peer Group Companies. The Compensation Committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies. For purposes of setting fiscal year 2025 compensation levels, in conjunction with the recommendation of Willis Towers Watson, the Compensation Committee considered publicly-available data for a group of peer companies (the, “2025 Compensation Peer Group”) listed below along with industry specific survey data, where appropriate. The 2025 Compensation Peer Group was selected primarily on the basis of (i) operating in a comparable or tangential industry with a focus on artificial intelligence, or providing software-oriented services; (ii) revenue between $17 million and $4 billion; and (iii) market caps in the range of $40 million to $424 billion.
How We Determine Executive Compensation: The Decision-Making Process
| 2025 Compensation Peer Group | | | C3.ai, Inc. | Palantir Technologies, Inc. | | Aware, Inc. | Redwire Corporation | | Evolv Technologies Holdings, Inc. | Unity Software Inc. | | SoundHound AI | |
Kevin McAleenan
Kevin McAleenan Mr. McAleenan is party to an offer letter with the Company, dated January 15, 2025. Mr. McAleenan's offer letter provides for (i) an annualized base salary of $500,000; (ii) eligibility to participate in our STIP with an annual cash bonus target of 125% of Mr. McAleenan's annual base compensation based upon mutually developed performance objectives; and (iii) eligibility to participate in our employee benefit plans and programs in accordance with the terms and conditions of the applicable plans and programs. Mr. McAleenan's offer letter also provided for (x) an up-front time-based long-term incentive award with a grant date value of $4,000,000, delivered 50% in the form of RSUs and 50% in the form of stock options, and (y) beginning in 2025 and subject to Compensation Committee approval, a recurring annual grant estimated to be valued at 200% of Mr. McAleenan's base compensation and split (at the Compensation Committee’s discretion) between RSUs, PSUs, stock options and other long-term incentive vehicles. Mr. McAleenan's offer letter also provides for certain severance payments and benefits pursuant to the Executive Severance Plan (defined below).
Sean Ricker
Sean Ricker In connection with Mr. Ricker’s election as Chief Financial Officer and pursuant to his offer letter dated October 9, 2025, Mr. Ricker is entitled to the following compensation: (i) an annualized base salary of $420,000; (ii) eligibility to participate in the Company's short-term incentive program with an annual bonus target of 100% of his base compensation based upon mutually developed performance objectives; (iii) a retention award in the form of 200,000 RSUs, which are scheduled to vest as follows: 50% on the first anniversary of the grant date, and 50% on the second anniversary of the grant date; (iv) beginning in 2025 and subject to Compensation Committee approval, a recurring annual grant estimated to be valued at 100% of base compensation and split (at the Compensation Committee's discretion) between restricted stock units, performance stock units, stock options and other long-term incentive vehicles; and (v) eligibility to participate in the Company's employee benefit plans and programs in accordance with the terms and conditions of the applicable plans and programs. Mr. Ricker's offer letter also provides for certain severance payments and benefits pursuant to the Executive Severance Plan.
Carolyn Blankenship
Carolyn Blankenship In connection with Ms. Blankenship's election as General Counsel and Secretary and pursuant to her offer letter dated February 16, 2022, Ms. Blankenship is entitled to the following compensation : (i) an annualized base salary of $433,125 (after increases subsequent to her initial offer letter); (ii) eligibility to participate in the Company's short-term incentive program with an annual bonus target of 50% of her base compensation based upon mutually developed performance objectives; (iii) subject to Compensation Committee approval, a recurring annual grant estimated to be valued at 100% of base compensation and split (at the Compensation Committee's discretion) between restricted stock units, performance stock units, stock options and other long-term incentive vehicles; and (v) eligibility to participate in the Company's employee benefit plans and programs in accordance with the terms and conditions of the applicable plans and programs. While not included in Ms. Blankenship's offer letter, she has subsequently become eligible to receive certain severance payments and benefits pursuant to the Executive Severance Plan.
Amanda Long
programs. Ms. Long’s offer letter also provided for (x) an up-front time-based long-term incentive award with a grant date value of $4,000,000, delivered 75% in the form of RSUs and 25% in the form of stock options, with a portion of the long-term incentive award valued at $200,000 and vested as of December 31, 2022, an additional 20% of the long-term incentive award vesting on the first anniversary of the grant date, and the remaining 75% vesting in equal quarterly installments on the last day of each of the calendar quarters immediately following the first anniversary of the grant date and (y) beginning in 2023 and subject to Compensation Committee approval, a recurring annual grant estimated to be valued at 200% of Ms. Long’s base compensation and split (at the Compensation Committee’s discretion) between RSUs, PSUs, stock options and other long-term incentive vehicles. Ms. Long’s offer letter also provided for certain severance payments and benefits pursuant to the Executive Severance Plan (defined below), as well as a one-time payment of $10,000, less applicable taxes and withholdings, to support Ms. Long’s search for and transition to another employer, including hiring a recruiting/placement firm. On January 15, 2025, Ms. Long stepped down from her role as Chief Executive 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 her restrictive covenant obligations, Ms. Long 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 $312,500, which is equivalent to one-half of Ms. Long's 2025 target annual bonus, (ii) $812,500 paid in the form of salary continuation over a period of 12 months on the second regularly scheduled Company payroll date following the Company’s receipt of the signed separation agreement, which is equivalent to Ms. Long's base salary for a period of 12 months plus the remaining one-half of Ms. Long's 2025 target annual bonus, and (iii) a lump sum payment of approximately $170,299, which is equivalent to twelve months of the employer share of health and welfare premiums for plans in which Ms. Long was enrolled in as of Ms. Long's separation date.
STIP
STIP
Annual Incentive Plan
Annual Incentive Plan The Company’s STIP is discretionary in nature and subject to performance targets established annually by the Compensation Committee. Annual equity bonuses are paid to align NEO compensation with performance for the fiscal year and are paid under
Annual Incentive Plan
| BigBear.AI Holdings, Inc. | 35 | 2026 Proxy Statement |
Annual Incentive Plan
the STIP. Actual payouts depend on the achievement of pre-determined financial performance objectives and advancement of strategic priorities and can range from 0% to 125% of target award amounts. Target annual bonus opportunities are expressed as a percentage of base salary and were established by the level of responsibility of the NEO and their ability to impact overall results. The Compensation Committee also considers market data in setting target award amounts. See “Fiscal Year 2025 Annual Equity Bonus Payouts” below for information about target award opportunities for fiscal year 2025. To be eligible to receive their bonus, our Named Executive Officers must be employed on the last day of the applicable performance period. For the year ended December 31, 2025, each of Mr. McAleenan, Mr. Ricker, Ms. Blankenship and Ms. Peffer (prior to her departure) were eligible to receive a target annual bonus pursuant to the STIP of the following percentage of such Named Executive Officer’s base salary if all performance targets were met or exceeded: (i) 125% for Mr. McAleenan, (ii) 75% for Mr. Ricker (weighted as 50% for six months and 100% for six months due to change in position), and (iii) 50% for Ms. Blankenship. The STIP bonus was to be delivered 100% in the form of PSUs. The grant date values of the STIP PSUs are reported in the Stock Awards column of the Summary Compensation Table. The actual number of PSUs granted in 2025 for STIP to each of the Named Executive Officers and the value of such PSUs for service in 2025 were as follows:
Annual Incentive Plan
| Named Executive Officer | Number of PSUs Granted in 2025 (#) | Value of PSUs as of 12/31/2025(1) ($) | | Kevin McAleenan | 168,011 | 907,259 | | Sean Ricker | 80,532 | 434,873 | | Carolyn Blankenship | 58,216 | 314,366 | | Julie Peffer(2) | 56,452 | — |
Annual Incentive Plan
1.Calculated by multiplying the number of PSUs that had not vested by the closing price of the Company’s common stock as reported on the NYSE on December 31, 2025 of $5.40. 2.Ms. Peffer's PSUs were forfeited upon her departure on June 6, 2025 and the Target Annual Bonus was paid in cash pursuant to the Executive Severance Plan. Ms. Long was not entitled to PSUs as these were granted on May 22, 2025, subsequent to her departure date, pursuant to her severance agreement. Fiscal Year 2025 Performance Measures. The annual equity bonuses are designed to align executive compensation with our strategic priorities by balancing financial growth, operational efficiency, and long-term customer satisfaction. For fiscal year 2025, our performance for purposes of determining annual cash bonus was measured using a combination of financial and non-financial metrics as follows:
Annual Incentive Plan
| Performance Metric | Weight | Rationale | | FY 2025 Revenue | 35% | Drives market expansion and top line business growth | | FY 2025 Adjusted Gross Margin | 15% | Drives efficient profitable revenue | | Corporate Organizational Goals | 30% | Aligning behavior with compliance requirements | | Individual Performance Goals | 20% | Accountability and role customization |
Annual Incentive Plan
| BigBear.AI Holdings, Inc. | 36 | 2026 Proxy Statement |
Annual Incentive Plan
This balanced approach ensures that the NEOs are incentivized to drive both short-term financial results and long-term customer-centric strategies, aligning their goals with our overall success. The chart below shows the fiscal year 2025 goals, as well as actual results.
Annual Incentive Plan
| | | Fiscal Year 2025 Company Performance Measures & Results (rounded) | | | | | Payout Level | % of Target | Revenue (35% Weighting) | Adjusted Gross Margin (15% Weighting) | Corporate Goals (30% Weighting) | Individual Goals (20% Weighting) | | Maximum | 150% | $196 M | 39% | Discretionary (2) | Discretionary (2) | | Target | 100% | $171 M | 34% | | | | Threshold | 50% | $158 M | 29% | | | | Actual Results(1) | | $127 M | 32% | | | | | | 0 % of Target | 81% of Target | 100% of Target | 100% of Target | | Payout Level % | | 0 % of Target | 12% of Target | 30% of Target | 20% of Target | | Funded Amount | | 62% of Target | | | |
Annual Incentive Plan
1.The actual percent of target achieved is calculated based on straight-line interpolation between incremental goal levels established between threshold and target and target and maximum. 2.50% of the fiscal year 2025 target bonus is based off of specific corporate and individual objectives. The STIP also includes an individual performance modifier that may be applied at the Compensation Committee’s discretion based on the individual performance of the NEO. The Compensation Committee may decide to adjust each STIP of a NEO payout upward or downward by applying a multiplier of plus or minus 10% against the initially-calculated payout based on the financial and non-financial results. A multiplier of 100% is equivalent to no adjustment to the initially-calculated payout. For fiscal year 2025, the Compensation Committee approved unadjusted payouts for the NEOs as shown in the table below. Fiscal Year 2025 Annual Equity Payouts. Based on the above financial performance results, the following table lists the actual bonuses paid to each of the NEOs for fiscal year 2025 (and paid in fiscal year 2026):
Annual Incentive Plan
| Name | Fiscal Year 2025 Base Salary(1) ($) | Bonus Target (% of Base Salary) | Bonus Target ($) | Company Performance Results (%) | Individual Modifier (%) | Actual Award Payout ($) | Actual Award (as a % of Target) | | Kevin McAleenan | 487,431 | 125 | 625,000 | 62 | — | 413,070 | 62 | | Amanda Long(2) | 500,000 | 125 | 625,000 | 100 | — | 625,000 | 100 | | Sean Ricker(3) | 371,176 | 75 | 299,578 | 62 | — | 197,995 | 62 | | Julie Peffer(4) | 200,577 | 100 | 420,000 | 100 | — | 420,000 | 100 | | Carolyn Blankenship | 427,109 | 50 | 216,563 | 62 | — | 143,129 | 62 | | Totals | 1,986,293 | — | 2,186,141 | 62 | — | 1,799,194 | — |
Annual Incentive Plan
1.Base Salary is comprised of pro-ration of salary amounts due to start date or increases within the fiscal year. 2.Ms. Long was paid 50% of her target bonus upon her termination of employment on January 15, 2025. The remaining 50% of her target bonus was paid over the following 12 months. 3.Mr. Ricker's bonus target increased from 50% to 100% on October 14, 2025 due to appointment to Chief Financial Officer. 4.Ms. Peffer received 100% of the target bonus in cash due to termination of employment on June 6, 2025, payable over 12 months.
Annual Incentive Plan
| BigBear.AI Holdings, Inc. | 37 | 2026 Proxy Statement |
Long-Term Equity Incentives
Long-Term Equity Incentives Long-term equity incentives are designed to recognize the performance of our executives who drive the development and execution of our long-term business strategies and goals. These awards are designed to further align executives’ interests with those of our stockholders, reward executives for stockholder value creation, maintain the competitiveness of our total compensation packages, foster executive stock ownership, and promote retention. We grant long-term incentive awards in the form of equity pursuant to the BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan. For fiscal year 2025, the equity awards granted were delivered in RSUs and Stock Options.
Stock Options
Stock Options Stock options generally vest over a four-year period, with one-fourth cliff vesting on the first anniversary of the grant date and the remaining portion of the stock options vesting over the next three years in twelve equal quarterly installments, subject to continued employment.
RSUs
RSUs RSUs generally vest over a four-year period, with one-fourth cliff vesting on the first anniversary of the grant date and the remaining portion of the RSUs vesting over the next three years in twelve equal quarterly installments, subject to continued employment. In fiscal year 2025, the annual long-term equity incentive grants were made to our NEOs (other than Ms. Peffer) in 100% RSUs (based on grant date fair value). The Compensation Committee may adjust the mix of PSUs and RSUs granted, as well as the performance metrics used and the performance periods, for future awards granted under the Plan.
Target Long-Term Equity Incentive Award Grants
Target Long-Term Equity Incentive Award Grants In determining the size of each equity award granted, the Compensation Committee considers a variety of factors, including benchmarking data on competitive long-term incentive values, the percentage of long-term incentive value to be allocated to RSUs, and the position of the NEO. The actual number of RSUs granted is calculated by dividing the target award value by the closing stock price on the day prior to the date of grant. The table below shows the target RSUs awarded for fiscal year 2025 for each of the NEOs:
Target Long-Term Equity Incentive Award Grants
| | Stock Options(1) | | RSUs(1) | | | Name | # of Units | Grant Date Fair Value ($)(2) | # of Units | Grant Date Fair Value ($)(2) | | Kevin McAleenan(3) | 671,141 | 2,000,000 | 978,581 | 3,163,544 | | Amanda Long | — | — | — | — | | Sean Ricker(4) | — | — | 365,072 | 2,301,588 | | Julie Peffer | — | — | 146,853 | 433,216 | | Carolyn Blankenship | — | — | 151,442 | 446,754 | | Totals | 671,141 | 2,000,000 | 1,641,948 | 6,345,102 |
Target Long-Term Equity Incentive Award Grants
1.Stock options and RSUs generally vest over a four-year period, with one-fourth cliff vesting on the first anniversary of the grant date and the remaining portion of the stock options or RSUs vesting over the next three years in twelve equal quarterly installments, subject to continued employment.
Target Long-Term Equity Incentive Award Grants
| BigBear.AI Holdings, Inc. | 38 | 2026 Proxy Statement |
Target Long-Term Equity Incentive Award Grants
2.Grant date fair values are calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”) and may differ from the intended target values. 3.In addition to the annual RSU grant, Mr. McAleenan received 628,931 RSUs on January 15, 2025 upon appointment to CEO. 25% of these RSUs vest on January 15, 2026 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, 2028, subject to the Mr. McAleenan's continued employment through each vesting date. 4.In addition to the annual RSU grant, Mr. Ricker received 39,788 RSUs on June 6, 2025 upon appointment to Interim CFO, which vest 50% on each anniversary date, becoming fully vested on June 6, 2027. Mr. Ricker received 200,000 RSUs on October 14, 2025 upon appointment to CFO on October 14, 2025, these RSUs vest on each anniversary date becoming fully vested on October 14, 2027.
Pangiam Retention Grants
Pangiam Retention Grants On March 1, 2024, Mr. McAleenan received an award of a target number of 178,571 PSUs pursuant to the Plan. The PSUs were subject to performance-based vesting conditions, subject to Mr. McAleenan’s continued service through the applicable vesting dates. Generally, the award would vest based on the achievement of certain revenue targets for fiscal years 2024 and 2025. Certain vesting criteria with respect to this award were satisfied on February 25, 2025 and 89,286 of the PSUs granted to Mr. McAleenan vested as of that date; the remaining 89,285 PSUs were forfeited on March 2, 2026.
Other Practices, Policies and Guidelines
Other Practices, Policies and Guidelines Clawback Policy. We have adopted the Clawback Policy (the “Clawback Policy”) to provide for the recovery or “Clawback” of excess incentive-based compensation earned by Covered Executives (as defined below) effective as of November 27, 2023. Under the Clawback Policy, “Covered Executive” means the Company’s current or former executive officers and such other senior executives or employees who may from time to time be deemed subject to the policy by the Compensation Committee. Under the Clawback Policy, we will recover reasonably promptly the amount of erroneously awarded incentive-based compensation in the event that we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error was corrected in the current period or left uncorrected in the current period. With certain exceptions as set forth in the Clawback Policy, we will also recover erroneously awarded incentive-based compensation in compliance with the Clawback Policy. Practices Related to the Grant of Certain Equity Awards. In response to Item 402(x)(1) of Regulation S-K, the Company does not grant new awards of stock options, stock appreciation rights, or similar option-like instruments in anticipation of material nonpublic information. Accordingly, we have no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by us. In the event that we determine to grant new awards of such options, the Board will evaluate the appropriate steps to take in relation to the foregoing. Hedging and Pledging Transactions & Insider Trading Compliance. Pursuant to our Insider Trading Policy, we prohibit our employees, directors and officers from engaging in hedging or monetization transactions, including the use of financial instruments, such as prepaid variable forwards, equity swaps, collars and exchange funds. Such hedging transactions may permit a director, officer or employee to continue to own Company securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the director, officer or employee may no longer have the same objectives as the Company’s other stockholders. Additionally, directors, officers and other employees are prohibited from holding our securities in a margin account or otherwise pledging our securities as collateral for a loan. The Company has adopted an insider trading policy that governs the purchase, sale and/or other transactions of our securities by our directors, officers and employees. A copy of our insider trading policy is filed as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. In addition, with regard to the Company trading in its own securities, it is the Company's policy to comply with the federal securities laws and the applicable exchange listing requirements.
Severance and Change-in-Control Agreements
Severance and Change-in-Control Agreements 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.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
Executive Severance Plan
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
Executive Severance Plan
| BigBear.AI Holdings, Inc. | 40 | 2026 Proxy Statement |
Executive Severance Plan
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 the year ended December 31, 2025, Mr. McAleenan was a Tier 1 Executive, Mr. Ricker was a Tier 1 Executive and Ms. Blankenship 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
Executive Severance Plan
| BigBear.AI Holdings, Inc. | 41 | 2026 Proxy Statement |
Executive Severance Plan
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. “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
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, Ms. Long’s offer letter provides for one-time payment of $10,000, less applicable taxes and withholdings, to support Ms. Long’s search for and transition to another employer, including hiring a recruiting/placement firm.
Separation Agreements
Separation Agreements On January 15, 2025, Ms. Long stepped down from her role as Chief Executive 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 her restrictive covenant obligations, Ms. Long 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 $312,500, which is equivalent to one-half of Ms. Long's 2025 target annual bonus, (ii) $812,500 paid in the form of salary continuation over a period of 12 months on the second regularly scheduled Company payroll date following the Company’s receipt of the signed separation agreement, which is equivalent to Ms. Long's base salary for a period of 12 months plus the remaining one-half of Ms. Long's 2025 target annual bonus, and (iii) a lump sum payment of approximately $170,299, which is equivalent to twelve months of the employer share of health and welfare premiums for plans in which Ms. Long was enrolled in as of Ms. Long's separation date.
Stock Options
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, Ms. 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: (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
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.
Restricted Stock Units
| BigBear.AI Holdings, Inc. | 43 | 2026 Proxy Statement |
Performance Stock Units
Performance Stock Units Unless otherwise addressed under the Executive Severance Plan, 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.
2025 Summary Compensation Table
2025 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 three most recently completed fiscal years, where applicable.
2025 Summary Compensation Table
| Name and Principal Position(1) (5) | Year | Salary ($) | Stock Awards ($)(2) | Option Awards $(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(6) | Total ($) | | Kevin McAleenan Chief Executive Officer | 2025 | 487,431 | 3,805,346 | 2,275,168 | — | 29,246 | 6,597,191 | | | 2024 | 335,340 | 1,023,174 | — | 84,786 | 164,560 | 1,607,860 | | Amanda Long Former Chief Executive Officer | 2025 | 541,667 | — | — | — | 755,435 | 1,297,102 | | | 2024 | 485,417 | 1,254,878 | — | 312,500 | 80,397 | 2,133,192 | | | 2023 | 431,250 | 1,012,498 | 470,672 | — | 23,721 | 1,938,141 | | Sean Ricker Chief Financial Officer | 2025 | 371,176 | 2,729,293 | — | — | 20,465 | 3,120,934 | | Julie Peffer Former Chief Financial Officer | 2025 | 620,577 | 643,216 | — | — | 223,232 | 1,487,025 | | Carolyn Blankenship General Counsel and Secretary | 2025 | 427,109 | 669,139 | — | — | 20,974 | 1,117,222 |
2025 Summary Compensation Table
1.Ms. Long was a NEO in each of the fiscal years 2023, 2024 and 2025, until her departure on January 15, 2025. Mr. McAleenan was a NEO in fiscal years 2024 and 2025. Ms. Peffer was a NEO for fiscal year 2025 until her departure on June 6, 2025. Mr. Ricker and Ms. Blankenship were each NEOs for fiscal year 2025. 2.The amounts reported in the Stock Awards column represent the grant date fair value of restricted stock unit awards (the “RSUs”) granted in respective years to the Named Executive Officers and performance stock unit awards (the “PSUs”) granted 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 2025, the values assuming the highest level of performance conditions are: $625,000 for Mr. McAleenan, $216,563 for Ms. Blankenship, and $299,578 for Mr. Ricker. 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 20 - Equity Based Compensation to the consolidated financial statements for the assumptions used in determining the fair value of the RSUs and PSUs.
2025 Summary Compensation Table
| BigBear.AI Holdings, Inc. | 45 | 2026 Proxy Statement |
2025 Summary Compensation Table
3.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 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 20 - Equity Based Compensation to the consolidated financial statements for the assumptions used in determining the fair value of the Option Awards. 4.For 2024, the amounts reported in the Non-Equity Incentive Plan Compensation column represent the expected value of cash compensation earned during the year to each of the Named Executive Officers under the Company’s Short-Term Incentive Plan (the “STIP”) assuming the highest level of performance conditions. See “—Narrative Disclosure to Summary Compensation Table—Annual Incentive Plan” below for additional details. 5.Mr. McAleenan was hired as the Company's Chief Executive Officer, effective January 15, 2025. Prior to his role as the Company's Chief Executive Officer, Mr. McAleenan was the Company's President. Ms. Long was hired as the Company’s Chief Executive Officer, effective October 12, 2022. Ms. Long stepped down as Chief Executive Officer as of January 15, 2025. On June 6, 2025, Ms. Peffer notified the Company of her intention to pursue other opportunities outside the Company. Effective June 6, 2025, Mr. Ricker was appointed interim Chief Financial Officer. Mr. Ricker’s service as the Chief Financial Officer began October 14, 2025. Ms. Long and Ms. Peffer's 2025 salary includes $500,000 and $420,000 of salary continuation payments, respectively. 6.The amounts reported in the "Salary" column For Ms. Long and Ms. Peffer include severance payments of $500,000 and $420,000, respectively, pursuant to the Executive Severance Plan, 7.The amounts reported in the “All Other Compensation” column for the fiscal year ended December 31, 2025 consist of the following:
2025 Summary Compensation Table
| Name | Company 401(k) Matching Contributions ($)(a) | Concierge Medical and Membership Dues ($)(b) | All Other Compensation ($)(c) | Total ($) | | Kevin McAleenan | 29,246 | — | — | 29,246 | | Amanda Long | 10,917 | 170,299 | 574,219 | 755,435 | | Sean Ricker | 20,465 | — | — | 20,465 | | Julie Peffer | 13,232 | — | 210,000 | 223,232 | | Carolyn Blankenship | 20,974 | — | — | 20,974 |
2025 Summary Compensation Table
a.See below under “—Additional Narrative Disclosure—Retirement Benefits” for additional information regarding 401(k) plan contributions. b.The amount represents the Company’s reimbursement of fees for concierge medical benefits and Chief membership dues. c.The amount represents the cash bonus paid to the executive upon departure from the Company in accordance with their respective severance agreements.
2025 Summary Compensation Table
| BigBear.AI Holdings, Inc. | 46 | 2026 Proxy Statement |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth certain information with respect to all plan-based awards granted to our NEOs for the fiscal year ended December 31, 2025.
Grants of Plan-Based Awards
| | | | Estimated future payouts under equity incentive plan awards(3) | | | | | | Name(1) | Grant date | Approval Date(2) | Threshold (#) | Target (#) | Maximum (#) | All other stock awards: Number of shares of stock or units (#) | Grant date fair value of stock awards ($)(4) | | Kevin McAleenan | 1/15/2025 | 1/15/2025 | — | — | — | 1,300,072 | 4,132,076 | | | 1/27/2025 | 1/27/2025 | — | — | — | 24,785 | 91,209 | | | 4/1/2025 | 4/1/2025 | — | — | — | 349,650 | 1,031,468 | | | 5/22/2025 | 5/22/2025 | 84,005 | 168,011 | 252,017 | — | 625,000 | | Sean Ricker | 1/27/2025 | 1/27/2025 | — | — | — | 24,938 | 91,772 | | | 4/1/2025 | 4/1/2025 | — | — | — | 125,284 | 369,588 | | | 5/22/2025 | 5/22/2025 | 40,266 | 80,532 | 120,798 | — | 299,578 | | | 6/6/2025 | 6/6/2025 | — | — | — | 39,788 | 150,000 | | | 10/14/2025 | 10/14/2025 | — | — | — | 200,000 | 1,782,000 | | Julie Peffer | 1/27/2025 | 1/27/2025 | — | — | — | 61,386 | 225,900 | | | 4/1/2025 | 4/1/2025 | — | — | — | 146,853 | 433,216 | | | 5/22/2025 | 5/22/2025 | 56,510 | 112,904 | 169,356 | — | 420,000 | | Carolyn Blankenship | 1/27/2025 | 1/27/2025 | — | — | — | 30,145 | 110,934 | | | 4/1/2025 | 4/1/2025 | — | — | — | 151,442 | 446,754 | | | 5/22/2025 | 5/22/2025 | 29,108 | 58,216 | 87,324 | — | 216,563 |
Grants of Plan-Based Awards
1.Ms. Long stepped down from her position as chief executive officer effective as of January 15, 2025. She did not receive a long-term equity incentive award in fiscal year 2025. 2.The “Approval Date” refers to the date on which the Compensation Committee approved the grants reported in the table. 3.The amounts reported in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column, sub-column "Threshold," reflect the threshold payment level for each of the NEOs under STIP. The amounts reported in the "Maximum" sub-column reflect that for fiscal year 2025, the program provided the potential to earn a maximum of 150% of target. The specific components of the STIP are described in the “STIP” section of the CD&A. Non-equity incentive plan awards actually paid by us for services rendered in fiscal year 2025 are reported in the “Non-Equity Incentive Plan Compensation” column of the “2025 Summary Compensation Table” above. 4.Stock award values were computed in accordance with ASC Topic 718.
Grants of Plan-Based Awards
| BigBear.AI Holdings, Inc. | 47 | 2026 Proxy Statement |
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 Named Executive Officers as of December 31, 2025:
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 (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(9) | 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 ($)(10) | | Kevin McAleenan | 3/1/2024(1) | — | — | — | — | — | — | 89,285 | 482,142 | | | 4/1/2024(2) | — | — | — | — | 93,058 | 502,512 | — | — | | | 1/15/2025(3) | — | 671,141 | 3.18 | 1/15/2035 | 628,931 | 3,396,227 | — | — | | | 4/1/2025(4) | — | — | — | — | 349,650 | 1,888,110 | — | — | | | 5/22/2025(5) | — | — | — | — | — | — | 168,011 | 907,259 | | Sean Ricker | 12/7/2021(6) | 25,000 | 25,000 | 9.99 | 12/7/2031 | — | — | — | — | | | 3/23/2023(7) | 34,608 | 34,608 | 1.84 | 3/23/2033 | 9,171 | 49,525 | — | — | | | 4/1/2024(2) | — | — | — | — | 93,635 | 505,631 | — | — | | | 4/1/2025(4) | — | — | — | — | 125,284 | 676,534 | — | — | | | 5/22/2025(5) | — | — | — | — | — | — | 80,532 | 416,070 | | | 6/6/2025(8) | — | — | — | — | 39,788 | 214,855 | — | — | | | 10/14/2025(9) | — | — | — | — | 200,000 | 1,080,000 | — | — | | Carolyn Blankenship | 3/23/2023(7) | 44,863 | 44,863 | 1.84 | 3/23/2033 | 11,888 | 64,198 | — | — | | | 4/1/2024(2) | — | — | — | — | 113,186 | 611,206 | — | — | | | 4/1/2025(4) | — | — | — | — | 151,442 | 817,787 | — | — | | | 5/22/2025(5) | — | — | — | — | — | — | 58,216 | 314,366 |
Outstanding Equity Awards at 2025 Fiscal Year-End
1.Reflects information regarding PSUs at target performance granted to the Named Executive Officers that were outstanding as of December 31, 2025. Certain vesting criteria with respect to this award were satisfied on February 25, 2025 and 89,286 of the PSUs granted to Mr. McAleenan vested as of that date; the remaining 89,285 PSUs were forfeited on March 2, 2026. 2.Reflects information regarding RSUs granted to Named Executive Officers, that were outstanding as of December 31, 2025. These RSUs were granted on April 1, 2024. 25% of these RSUs vested on April 1, 2025, 6.25% on each June 30, 2025, September 30, 2025 and December 31, 2025 and the remaining 56.25% 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, 2028, subject to each Named Executive Officer’s continued employment through each vesting date.
Outstanding Equity Awards at 2025 Fiscal Year-End
| BigBear.AI Holdings, Inc. | 48 | 2026 Proxy Statement |
Outstanding Equity Awards at 2025 Fiscal Year-End
3.Reflects information regarding RSUs and options granted to Mr. McAleenan, that were outstanding as of December 31, 2025. These RSUs and options were granted on January 15, 2025. 25% of this grant will vest on January 15, 2026 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, 2028, subject to the Named Executive Officer’s continued employment through each vesting date. 4.Reflects information regarding RSUs granted to Named Executive Officers, that were outstanding as of December 31, 2025. These RSUs were granted on April 1, 2025. 25% of these RSUs will vest on April 1, 2026 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, 2029, subject to each Named Executive Officer’s continued employment through each vesting date. 5.Reflects information regarding PSUs at target performance granted to the Named Executive Officers for the 2025 STIP bonuses that were outstanding as of December 31, 2025. The 2025 STIP PSUs would vest based on the achievement of certain company financial performance goals and the achievement of certain personal goals. 6.Reflects information regarding options granted to Mr. Ricker on December 7, 2021. These options were fully vested and exercisable as of December 31, 2025. 7.Reflects information regarding RSUs and options granted to Mr. Ricker and Ms. Blankenship, that were outstanding as of December 31, 2025. These RSUs and options were granted on March 23, 2023. 25% of this grant vested on March 23, 2024 and 6.25% on each quarter end from March 31, 2024 through December 31, 2025. The remaining 25% 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 each Named Executive Officer. 8.Reflects information regarding RSUs granted to Mr. Ricker that were outstanding as of December 31, 2025. These RSUs vest 50% on each anniversary of the June 6, 2025 grant date until the grant is fully vested on June 6, 2027. 9.Reflects information regarding RSUs granted to Mr. Ricker that were outstanding as of December 31, 2025. These RSUs vest 50% on each anniversary of the October 14, 2025 grant date until the grant is fully vested on October 14, 2027. 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 31, 2025 of $5.40. 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 31, 2025 of $5.40.
Option Exercises and Stock Vested in Fiscal Year 2025
Option Exercises and Stock Vested in Fiscal Year 2025 The following table shows for the fiscal year ended December 31, 2025, certain information regarding option exercises and stock vested during the last fiscal year with respect to our named executive officers:
Option Exercises and Stock Vested in Fiscal Year 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Kevin McAleenan | — | — | 207,265 | 1,057,700 | | Amanda Long | 855,817 | 1,762,428 | 168,073 | 1,465,597 | | Sean Ricker | — | — | 187,959 | 804,228 | | Julie Peffer | 133,591 | 311,063 | 192,220 | 887,559 | | Carolyn Blankenship | — | — | 287,342 | 1,303,400 |
Option Exercises and Stock Vested in Fiscal Year 2025
1.The value realized on exercise is based on the difference between the closing price of our common stock on the date of exercise and the applicable exercise price of those options, and does not represent actual amounts received by our named executive officers as a result of the option exercises. 2.The value realized on vesting is determined by multiplying the number of vested RSUs by the closing price of our common stock on the vesting date. The value realized on vesting does not reflect the actual value received by each named executive officer because a portion of the shares reflected in the table above were withheld by us to satisfy the named executive officer’s tax withholding obligations.
Option Exercises and Stock Vested in Fiscal Year 2025
| BigBear.AI Holdings, Inc. | 49 | 2026 Proxy Statement |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Certain of our named executive officers for the fiscal year ended December 31, 2025 hold equity awards that provide for vesting acceleration benefits or are entitled to severance benefits in the event of an involuntary termination of employment without cause or a change in control. The following table presents information concerning estimated payments and benefits that would be provided to such named executive officers upon a termination or a change in control. The payments and benefits set forth below are estimated assuming that the termination or change in control event occurred on the last business day of our fiscal year ended December 31, 2025 using the closing market price of our common stock on that date. Actual payments and benefits could be different if such events were to occur on any other date, or at any other price, or if any other assumptions are used to estimate potential payments and benefits.
Potential Payments upon Termination or Change in Control
| Name | Termination Scenario | Cash ($) | Equity Acceleration(1) ($) | Healthcare Benefits ($) | | Kevin McAleenan | Termination without Cause / for Good Reason | 1,125,000 | — | — | | | Change in Control(2) | 2,250,000 | 7,276,784 | — | | | Death / Disability(3) | — | 7,276,784 | — | | Sean Ricker | Termination without Cause / for Good Reason | 840,000 | — | 25,000 | | | Change in Control(2) | 1,680,000 | 2,567,609 | 50,000 | | | Death / Disability(3) | — | 2,567,609 | — | | Carolyn Blankenship | Termination without Cause / for Good Reason | 866,250 | — | 27,313 | | | Change in Control(2) | 1,732,500 | 1,546,422 | 54,626 | | | Death / Disability(3) | — | 1,546,422 | — |
Potential Payments upon Termination or Change in Control
1.The value of stock option and RSU award vesting acceleration is based on the closing price of $5.40 per share of our common stock as of December 31, 2025, minus, in the case of stock options, the exercise price of the unvested stock options subject to acceleration. 2.In the event a Change in Control is consummated and options or RSUs are not assumed or substituted, any unvested options or RSUs outstanding as of immediately prior to the consummation of such Change in Control will automatically vest immediately prior to the consummation of such Change in Control. 3.Any unvested RSUs outstanding as of immediately prior to a termination of service due to death or Disability will automatically vest upon termination of service.
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation that the SEC deems to have been actually paid to our principal executive officer (“PEO”) and other named executive officers (“NEOs”) and certain indicators of our financial performance. Please note that Item 402(v) requires the amounts included in the “compensation actually paid” columns of the table below to be calculated according to a particular formula that treats the increase or decrease in the value of outstanding equity awards as amounts “actually paid” to the NEO, regardless of whether the NEO realized any gain from such fluctuation in equity value. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation - Compensation Discussion and Analysis.”
Pay Versus Performance
| BigBear.AI Holdings, Inc. | 50 | 2026 Proxy Statement |
Pay Versus Performance
| Summary Compensation Table (SCT) Total for PEO | | | Compensation Actually Paid to PEO | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Current PEO(1) ($) | Former PEO(2) ($) | Current PEO(3) ($) | Former PEO ($) | Average Summary Compensation Table Total for Non-PEO NEOs(4) ($) | Average Compensation Actually Paid to Non-PEO NEOs(5) ($) | Total Shareholder Return(6) ($) | Peer Group Total Shareholder Return(7) ($) | Net Income (millions)(8) ($) | Revenue (millions)(9) ($) | | (a) | (b) | | (c) | | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 6,597,191 | 1,558,820 | 9,150,628 | (8,997,327) | 1,908,394 | 1,295,575 | 802 | 287 | (294) | 128 | | 2024 | — | 2,133,192 | — | 9,277,263 | 1,660,502 | 2,150,815 | 661 | 216 | (296) | 158 | | 2023 | — | 1,938,141 | — | 5,946,669 | 2,979,072 | 1,090,052 | 318 | 158 | (71) | 155 |
Pay Versus Performance
1.Reflects compensation for our Chief Executive Officer, Kevin McAleenan, who served as our Principal Executive Officer (PEO) beginning January 15, 2025. 2.Reflects compensation for our former Chief Executive Officer, Amanda Long, who served as our Principal Executive Officer (PEO) in 2023, 2024, through January 15, 2025. 3.The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to the PEO and other NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO or other NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEOs total compensation for 2025 to determine the compensation actually paid (adjustments for pension benefits are not covered, as the Company does not have any defined benefit or actuarial pension plans):
Pay Versus Performance
| Fiscal Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards(a) ($) | Equity Award Adjustments(b) ($) | Compensation Actually Paid to PEO ($) | | 2025 | 6,597,191 | (6,080,514) | 8,633,951 | 9,150,628 |
Pay Versus Performance
a.The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. b.The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, the amount equal to the fair value at the end of the prior fiscal year. Adjustments for dividend payments are not covered, as the Company does not pay dividends on equity awards. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
Pay Versus Performance
| Fiscal Year | Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested at Year End ($) | Change in Fair Value from the End of the Prior Year to the End of the Year of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Change in Fair Value from the End of the Prior Year to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Total Equity Award Adjustments ($) | | 2025 | 8,662,145 | 64,120 | 91,209 | (183,613) | — | 8,633,951 |
Pay Versus Performance
| BigBear.AI Holdings, Inc. | 51 | 2026 Proxy Statement |
Pay Versus Performance
4.The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. McAleenan, who has served as our Chief Executive Officer since 2025) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. McAleenan) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Julie Peffer, Sean Ricker and Carolyn Blankenship; (ii) for 2024, Kevin McAleenan and Ted Tanner; (iii) for 2023, Norm Laudermilch and Ted Tanner. 5.The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. McAleenan), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. McAleenan) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. McAleenan) for each year to determine the compensation actually paid, using the same methodology described above in Note 2 (adjustments for pension benefits are not covered, as the Company does not have any defined benefit or actuarial pension plans):
Pay Versus Performance
| Fiscal Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments(a) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,908,394 | (1,347,216) | 734,397 | 1,295,575 |
Pay Versus Performance
a.The amounts deducted or added in calculating the total average equity award adjustments are as follows (adjustments for dividend payments are not covered, as the Company does not pay dividends on equity awards):
Pay Versus Performance
| Fiscal Year | Average Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested at Year End ($) | Average Change in Fair Value from the End of the Prior Year to the End of the Year of Outstanding and Unvested Equity Awards ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Average Change in Fair Value from the End of the Prior Year to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Total Average Equity Award Adjustments ($) | | 2025 | 1,101,600 | 55,768 | (161,719) | 142,869 | (404,121) | 734,397 |
Pay Versus Performance
6.Represents the total stockholder return (“TSR”) of a $100 investment in our stock as of December 31, 2022, valued again on each of December 31, 2025, 2024 and 2023. The 2025 Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The initial public offering price of our common stock was $10 per share (the disclosure of the Company’s initial public offering price in this footnote is supplemental disclosure that is not required by Item 402(v) of Regulation S-K). 7.Represents the TSR of the S&P 500 Information Technology Index based on a $100 investment as of December 31, 2022, valued again on each of December 31, 2023, 2024 and 2025. 8.The dollar amounts reported represent the amount of net income (loss) reflected in our Consolidated Statements of Operations included in our Annual Report on Form 10-K for each of the fiscal years. 9.Reflects “revenue” for each fiscal year as set forth in our Consolidated Statements of Operations included in our Annual Report on Form 10-K for each of the fiscal years.
Pay Versus Performance
| BigBear.AI Holdings, Inc. | 52 | 2026 Proxy Statement |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the section “Executive Compensation - Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company performance measures are presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
Compensation Actually Paid and Cumulative TSR
Compensation Actually Paid and Cumulative TSR The graph below illustrates the relationship between Company total shareholder return and that of the S&P 500 Information Technology index over the past three years. It also shows CAP for our current PEO, former PEO, and average other NEOs.
Compensation Actually Paid and Cumulative TSR
| BigBear.AI Holdings, Inc. | 53 | 2026 Proxy Statement |
Compensation Actually Paid and Revenue
Compensation Actually Paid and Revenue The following graph shows the relationship between the compensation actually paid to our current PEO and former PEO and the average compensation actually paid to our other NEOs, and our annual revenue for each of the periods presented in the Pay Versus Performance table.
Compensation Actually Paid and Revenue
| BigBear.AI Holdings, Inc. | 54 | 2026 Proxy Statement |
Compensation Actually Paid and Net Income (Loss)
Compensation Actually Paid and Net Income (Loss) The following graph shows the relationship between the compensation actually paid to our current PEO and our former PEO. McAleenan and the average compensation actually paid to our other NEOs, and our annual net income (loss) for each of the periods presented in the Pay Versus Performance table. All of the information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.
CEO Pay Ratio
CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of our Chief Executive Officer, Kevin McAleenan: For our fiscal year ended December 31, 2025: •The median of the annual total compensation of our median employee (other than our Chief Executive Officer) was $195,680; •The annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included in this proxy statement, was $6,597,191; and •The ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our employees was 34 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules.
CEO Pay Ratio
| BigBear.AI Holdings, Inc. | 55 | 2026 Proxy Statement |
CEO Pay Ratio
We identified the employee with compensation at the median of the annual total compensation of all our employees for our fiscal year ended December 31, 2025, using the following methodology. •To determine our median employee in our fiscal year ended December 31, 2025, we considered the individuals, excluding our Chief Executive Officer, who were employed by us on December 31, 2025, whether employed on a full-time, part-time, seasonal or temporary basis. Thus, our employee population used to determine our median employee consisted of approximately 497 individuals. •To identify our median employee, we chose to use the actual base salary paid and actual bonus paid during the fiscal year ended December 31, 2025. •For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using a 12-month average of monthly exchange rates during the 2025 fiscal year. We did not make any cost-of-living adjustments. We then calculated the total compensation for this individual for our fiscal year ended December 31, 2025, by using the same methodology we used to calculate the amount reported for our Chief Executive Officer in the “Total” column of the Summary Compensation Table as set forth in this proxy statement. The SEC rules for identifying the median of the annual total compensation of all employees allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee population and compensation practices. Accordingly, the pay ratio reported by another company may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. As explained by the SEC, the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices.
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 $90,000, payable in quarterly installments in advance. In addition, each non-employee director who serves as the non-employee chair of the Board or as a member or chair of a committee will receive additional retainers, payable in quarterly installments in advance, as set forth below:
Non-Employee Director Compensation
| Position | Annual Retainer ($) | | Non-Employee Chair of the Board: | 35,000 | | Audit Committee Chair: | 20,000 | | Audit Committee Member: | 5,000 | | Compensation Committee Chair: | 15,000 | | Compensation Committee Member: | 6,000 | | Nominating and Corporate Governance Committee Chair: | 10,000 | | Nominating and Corporate Governance Committee Member: | 4,000 |
Non-Employee Director Compensation
| BigBear.AI Holdings, Inc. | 56 | 2026 Proxy Statement |
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 $130,000. Such RSU awards will fully vest on the first anniversary of the grant date, subject to the director’s continued service through such date, and will accelerate vesting so as to become fully vested immediately prior to a Change of Control (as defined in the Plan and as described in “—Additional Narrative Disclosure—Potential Payments Upon Termination or Change in Control—Restricted Stock Units” above). The following table presents the total compensation for each person who served as a non-employee member of BigBear’s Board during fiscal year 2025. Other than as set forth in the table and described more fully below, BigBear.ai did not pay any compensation, reimburse any expense, other than ordinary and customary travel expenses for board meeting attendance, or make any equity awards or non-equity awards to, or pay any other compensation to, any of the other non-employee members of the Board in 2025.
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($)(2) | Fees Earned or Paid in Stock ($)(2) | Stock Awards ($)(3) | Total ($) | | Pamela Braden | — | 95,646 | 129,998 | 225,644 | | Peter Cannito | — | 114,774 | 129,998 | 244,772 | | Paul Fulchino | 50,000 | 50,341 | 129,998 | 230,339 | | Anthony Evangelista(4) | 40,345 | — | 90,099 | 130,444 | | Dorothy D. Hayes | 100,000 | — | 129,998 | 229,998 | | Kirk Konert(1) | — | 98,164 | 129,998 | 228,162 | | Jeffrey Hart(1)(5) | — | 72,492 | 129,998 | 202,490 | | Sean Battle | 100,000 | — | 129,998 | 229,998 |
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 2025 fiscal year. Fees earned vary based on the class of the director and committee participation. In accordance with the director compensation policy, non-employee directors may elect to receive payment in cash or RSUs. The grant date fair value of fees earned or paid in stock are a function of the annual cash equivalent and the share price of the Company's common stock on the business day immediately preceding the grant date. These awards vested during the year ended December 31, 2025. 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 June 2, 2025 of 32,911 RSUs. The grant date fair value of each award was $129,998 and the awards will vest on June 2, 2026, subject to director’s continued service on the Board. 4.On August 12, 2025, the Board of Directors elected Anthony Evangelista to serve on the Board and its Audit Committee and Compensation Committee. 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. Mr. Evangelista received a grant on August 12, 2025 of 15,092 RSUs. The grant date fair value of the award was $90,099 and vests on June 2, 2026, subject to the director's continued service on the Board. 5.Mr. Hart resigned as member of our board of directors, effective July 14, 2025.
Non-Employee Director Compensation
| BigBear.AI Holdings, Inc. | 57 | 2026 Proxy Statement |
Non-Employee Director Compensation
Certain Relationships and Related Party Transactions
Interests of Directors and Executive Officers
Interests of Directors and Executive Officers Because our directors and executive officers have outstanding equity awards under our long-term incentive plan and under our ESPP and may be granted additional equity awards under and participate in these plans, they may be deemed to have an indirect interest in the Share Increase Amendment because, absent the amendment, the Company may not have sufficient authorized shares to make future awards and deliver shares under the ESPP.

DEF 14A of BigBear.ai Holdings, Inc.

Proposal 1 - Election of Directors

Stockholder Recommendations for Director Nominees

Stockholder Recommendations for Director Nominees

Stockholder Recommendations for Director Nominees

Stockholder Recommendations for Director Nominees

Stockholder Recommendations for Director Nominees

VOTE

VOTE

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Continuing Directors

Class III Directors (terms expiring in 2027)

Class III Directors (terms expiring in 2027)

Class III Directors (terms expiring in 2027)

Class III Directors (terms expiring in 2027)

Class I Directors (terms expiring in 2028)

Class I Directors (terms expiring in 2028)

Class I Directors (terms expiring in 2028)

Class I Directors (terms expiring in 2028)

Class I Directors (terms expiring in 2028)

Class I Directors (terms expiring in 2028)

Class I Directors (terms expiring in 2028)

Class I Directors (terms expiring in 2028)

Fiscal Year 2025 Compensation Highlights

How We Determine Executive Compensation: The Decision-Making Process

How We Determine Executive Compensation: The Decision-Making Process

Kevin McAleenan

Sean Ricker

Carolyn Blankenship

Amanda Long

STIP

Annual Incentive Plan

Annual Incentive Plan

Annual Incentive Plan

Annual Incentive Plan

Annual Incentive Plan

Annual Incentive Plan

Annual Incentive Plan

Annual Incentive Plan

Annual Incentive Plan

Annual Incentive Plan

Annual Incentive Plan

Annual Incentive Plan

Annual Incentive Plan

Long-Term Equity Incentives

Stock Options

RSUs

Target Long-Term Equity Incentive Award Grants

Target Long-Term Equity Incentive Award Grants

Target Long-Term Equity Incentive Award Grants

Target Long-Term Equity Incentive Award Grants

Target Long-Term Equity Incentive Award Grants

Pangiam Retention Grants

Other Practices, Policies and Guidelines

Severance and Change-in-Control Agreements

Potential Payments Upon Termination or Change in Control

Executive Severance Plan

Executive Severance Plan

Executive Severance Plan

Executive Severance Plan

Executive Severance Plan

Employment Arrangements with Named Executive Officers

Separation Agreements

Stock Options

Restricted Stock Units

Restricted Stock Units

Performance Stock Units

2025 Summary Compensation Table

2025 Summary Compensation Table

2025 Summary Compensation Table

2025 Summary Compensation Table

2025 Summary Compensation Table

2025 Summary Compensation Table

2025 Summary Compensation Table

2025 Summary Compensation Table

Grants of Plan-Based Awards

Grants of Plan-Based Awards