Carolyn Blankenship

About Carolyn Blankenship

Carolyn Blankenship is General Counsel and Secretary of BigBear.ai, serving since March 2022, and aged 62 as of April 28, 2025 . She previously held senior intellectual property leadership roles at Reuters and Thomson Reuters (VP, Principal Legal Counsel IP; SVP, Associate GC IP; General Counsel, Innovation & Product) and has academic credentials including a B.A. in Biology from Harvard, J.D. from Arizona State, and study at MIT; she has also been a Visiting Lecturer at the University of Pennsylvania Carey Law School and Princeton University . In her role, she signs proxy and 8‑K filings, acts as inspector of election, and executes corporate actions, underscoring governance and disclosure responsibilities .

Past Roles

External Roles

Fixed Compensation

• Not disclosed. As an emerging growth company, BBAI limits proxy disclosure to Named Executive Officers (CEO, CTO, and prior CEO), and Carolyn is not a Named Executive Officer in 2024–2025 proxies; therefore base salary and bonus payouts for the General Counsel are not provided .

Performance Compensation

• Not disclosed for the General Counsel. Company-wide incentive structures include RSUs and PSUs with vesting tied to time-based schedules and performance metrics (company financial goals and personal objectives), but award specifics pertain only to Named Executive Officers in the proxies .

Equity Ownership & Alignment

• Stock ownership guidelines: Not disclosed in 2024–2025 proxies.
• Section 16 compliance: One late Form 4 filing reported for Carolyn in 2024 due to administrative error, corrected July 2, 2024 .

Employment Terms

Compensation Structure vs Performance Metrics

• Company STIP and LTIP utilize PSUs and RSUs linked to company financial targets and personal goals (for Named Executive Officers), indicating pay-for-performance orientation; however, GC-specific metric weighting and payouts are not disclosed .
• Compensation Committee responsibilities include setting peer groups and overseeing incentive design and recovery policies; peer group composition and target percentile are not disclosed .

Vesting Schedules and Insider Selling Pressure

• GC award-level vesting schedules and grant specifics are not disclosed; Named Executive Officer awards vest on four-year ratable schedules and/or upon achievement of product/financial milestones, indicating prevalent quarterly vesting cadence for RSUs and milestone-based PSUs at BBAI .
• Trading activity: Carolyn had one late Form 4 in 2024; no pledging or hedging allowed, reducing risk of collateral-driven selling pressure .

Performance & Track Record

• Governance/execution: Carolyn signs major filings (proxies, 8‑Ks), is appointed inspector of election, and executes corporate notices, reflecting central role in governance, financing, and disclosure processes (e.g., notice to convert note interest to stock) .
• Corporate finance facilitation: Signed the May 15, 2025 notice to pay 6% convertible note interest in common stock, aligning capital strategy and liquidity management .

Board Governance

• Not a director; no committee memberships.
• Board and committees composition and independence disclosed; Compensation Committee chaired by Kirk Konert with independent oversight and authority over incentive design and clawbacks .

Compensation Committee Analysis

• Composition: Sean Battle, Jeffrey Hart, Kirk Konert (Chair); Board determined they meet Rule 10C‑1 independence; Committee oversees CEO and officer compensation, peer group setting, incentive plans, and clawbacks per Dodd‑Frank .
• Phase-in from controlled-company status ended Dec 2, 2024; BBAI is transitioning to full NYSE governance compliance through 2025 .

Say‑on‑Pay & Shareholder Feedback

• Committee considers say‑on‑pay results when applicable, but proxies do not disclose historical say‑on‑pay approval percentages; emerging growth company disclosure is limited .

Equity Authorization and Dilution Context

• Special Meeting (Dec 1, 2025) seeks to increase authorized common shares from 500,000,000 to 1,000,000,000 to support financing, strategic transactions, and equity compensation; Board notes reliance on authorized stock for compensatory and retention efforts; potential dilutive effect acknowledged .

Investment Implications

• Alignment: Beneficial ownership increased from 200,559 to 377,542 shares from Apr 2024 to Apr 2025; hedging and pledging bans enhance alignment and mitigate misalignment risks .
• Retention risk: Executive Severance Plan provides market-standard protections, but the GC’s tier is not disclosed; lack of award-level visibility limits precision on retention risk tied to vesting schedules .
• Trading signals: A single late Form 4 in 2024 suggests minor administrative risk rather than systematic selling pressure; policy prohibits pledging/hedging, reducing forced-sale risks .
• Governance strength: Central execution role in disclosures and corporate actions (e.g., convertible note interest-in-kind election) indicates experienced legal stewardship through financing cycles—supportive for execution quality and risk management .
• Dilution headwinds: Planned increase in authorized shares underscores ongoing use of equity for compensation and capital—monitor grant pace and overhang to assess future dilution and insider sales cadence .

Data constraints: GC-specific cash pay, bonus targets, equity grants, vesting schedules, and ownership guidelines are not disclosed in BBAI’s 2024–2025 proxies due to emerging growth company reporting limits. Monitor future proxies and 8‑K Item 5.02 filings for updates .