Anthony Evangelista
BigBear.ai HoldingsAbout Anthony Evangelista
Anthony (Tony) Evangelista is an independent director appointed to BigBear.ai’s Board on August 12, 2025, with committee assignments to the Audit Committee and Compensation Committee. He is a retired PricewaterhouseCoopers (PwC) partner (financial services) and previously served as Assistant Chief Accountant in the SEC’s Division of Investment Management, Office of the Chief Accountant (1993–1996). As of September 30, 2025, the proxy lists “Tony Evangelista” with no reported beneficial ownership of BBAI shares.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Financial Services Partner | 1985–1993; 1996–2019 | Retired partner; multiple offices/roles. |
| U.S. SEC – Division of Investment Management, Office of the Chief Accountant | Assistant Chief Accountant | 1993–1996 | Senior accounting policy and oversight role. |
External Roles
- No other public company directorships disclosed in BBAI filings or 8-K appointment notice.
Board Governance
- Appointment and Committees: Elected to the Board and appointed to Audit Committee and Compensation Committee effective August 12, 2025.
- Independence determination: Not explicitly stated in the 8-K; Audit Committee membership generally requires independence under NYSE/SEC rules, but no formal determination was disclosed in the filing.
- Executive sessions: Independent directors met in executive session at least once during 2024; sessions are presided over by Chair Peter Cannito.
- Governance transition: BBAI ceased to be a “controlled company” as of December 2, 2024 and is in a one-year phase‑in to fully independent Compensation and Nominating & Governance Committees under NYSE rules.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $90,000 | Paid quarterly in advance. |
| Audit Committee member retainer | $5,000 | Paid quarterly in advance. |
| Compensation Committee member retainer | $6,000 | Paid quarterly in advance. |
Performance Compensation
| Equity Award | Grant Value Basis | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU grant | Approx. $130,000 grant date fair value | Fully vests on first anniversary; accelerates upon Change of Control | None disclosed for directors; RSUs are time‑based (no performance vesting). |
| RSU proration for mid‑year appointment | Prorated to election date | As above | As above; specific share count not disclosed in 8-K. |
Other Directorships & Interlocks
- None disclosed; 8-K states no arrangements/understandings leading to selection and no Item 404 related-party transactions.
Expertise & Qualifications
- Deep financial reporting and audit expertise from PwC partnership tenure.
- Regulatory experience as Assistant Chief Accountant at the SEC (Investment Management), relevant to audit quality and financial oversight.
Equity Ownership
| Holder | Date (Record) | Shares Beneficially Owned | % of Outstanding |
|---|---|---|---|
| Anthony (Tony) Evangelista | September 30, 2025 | 0 (dash in table) | <1% |
Governance Assessment
- Positives:
- Appointment adds seasoned accounting/regulatory expertise to Audit and Compensation oversight, supporting board effectiveness.
- Company-wide prohibition on hedging/pledging of company stock strengthens alignment culture.
- No related-party transactions disclosed for Evangelista at appointment (clean Item 404).
- Transition away from controlled company status with NYSE phase‑in to fully independent committees by end of one year is a governance improvement.
- Watch items:
- No share ownership reported as of September 30, 2025 may limit perceived “skin-in-the-game” alignment until RSU grants vest or shares are acquired.
- 8-K did not explicitly disclose a formal board independence determination for Evangelista, though Audit Committee membership implies it; formal confirmation in next proxy would be helpful for investors.
- Shareholder voting context:
- 2025 Annual Meeting results: Class I directors elected (Battle, Fulchino, Hayes) and auditor ratified; no say-on-pay proposal on ballot.
Related Party Transactions
- Appointment 8-K states Evangelista is not party to any transaction requiring Item 404 disclosure; no family relationships with directors or officers.
- Company has a Related Party Transactions Policy administered by a disinterested committee; historical AE Industrial relationships are governed by pre-approved arrangements noted in proxy.
Compensation Committee Analysis
- Committee responsibilities include CEO and officer pay oversight, director compensation policy, peer group setting, and clawback policy oversight under applicable law/NYSE standards; no use of external compensation consultant disclosed in the 2025 proxy.
- Composition at time of 2025 proxy: Chair Kirk Konert; members Sean Battle and Jeffrey Hart; Evangelista added to the committee upon his August 12, 2025 appointment.