Dorothy Hayes
BigBear.ai HoldingsAbout Dorothy D. Hayes
Independent director since 2021; age 74 as of April 28, 2025. Former senior finance and audit executive at Intuit (Corporate Controller/Chief Accounting Officer; later Chief Audit Executive), Agilent Technologies (VP, Corporate Controller/CAO), Hewlett-Packard (Assistant Corporate Controller and Chief Audit Executive), and Apollo Computer (VP, Corporate Controller). Holds an MS in Finance (Bentley), MS in Business Administration and BA (UMass Amherst); NACD Board Leadership Fellow; designated “audit committee financial expert” by BBAI’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intuit | Corporate Controller & Chief Accounting Officer; later Chief Audit Executive | 2003–2008 | Led corporate controllership, later internal audit oversight |
| Agilent Technologies | VP, Corporate Controller & CAO | 1999–2003 | Corporate finance leadership |
| Hewlett-Packard | Assistant Corporate Controller; financial exec, Measurement Systems Organization; Chief Audit Executive | 1989–1999 | Enterprise audit leadership |
| Apollo Computer | VP, Corporate Controller | 1980–1989 | Corporate controllership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GigCapital4 (pre–BBAI business combination) | Director; Chair, Compensation; Chair, Nominating & Corporate Governance | Pre-Dec 2021 | Chaired key governance committees |
| GigCapital5 (pre–QT Imaging business combination) | Director; Chair, Audit Committee | Pre–Mar 2024 | Audit oversight |
| Intevac, Inc. | Director; Chair, Audit; member, Human Capital Committee | Jun 2019–Mar 2025 (acquired by Seagate) | Audit leadership; board service until acquisition |
| First Tech Federal Credit Union | Director; Board Chair | 2011–Apr 2024 (Chair 2016–Apr 2022) | Cooperative governance leadership |
| Addison Avenue Federal Credit Union | Director | 2002–2011 | Board service |
| Vantagepoint Funds (ICMA Retirement Corp.) | Audit Committee Chair | Prior service (dates not specified) | Mutual fund audit oversight |
| Range Fuels (private) | Audit Committee Chair | Prior service (dates not specified) | Audit oversight |
| CoGenerate (non-profit) | Director; Chair, Finance Committee | Current | Finance oversight at non-profit |
Board Governance
- Classification and tenure: Class I director; re-nominated in 2025 to serve until the 2028 Annual Meeting; on BBAI Board since 2021 .
- Independence: Determined independent under NYSE rules; also independent under Exchange Act Rule 10A-3 for audit committee service .
- Committee assignments: Audit Committee Chair; members are Pamela Braden, Paul Fulchino, Dorothy D. Hayes; Hayes designated audit committee financial expert .
- Board/committee activity and attendance: Board met 11 times in 2024; Audit Committee 9, Compensation Committee 3, Nominating & Corporate Governance 4; each director attended at least 75% of aggregate meetings during their service period; independent directors held at least one executive session in 2024 .
| Governance Attribute | 2024 Detail |
|---|---|
| Committee roles | Audit Committee Chair; audit financial expert |
| Independence | Independent (NYSE; Rule 10A-3) |
| Board meetings | 11; audit 9; comp 3; nom/gov 4 |
| Attendance | ≥75% for each director (including Hayes) |
| Executive sessions | Independent directors met at least once |
Fixed Compensation
| Component | Policy/Rate | 2024 Actual (Cash) |
|---|---|---|
| Annual director retainer (cash) | $90,000 per non-employee director | Included in cash total |
| Audit Committee Chair fee | $10,000 | Included in cash total |
| Other committee fees (if applicable) | Audit member $5,000; Comp Chair $7,500; Comp member $6,000; Nominating Chair $5,000; Nominating member $4,000 | Not applicable beyond Audit Chair for Hayes (based on actuals) |
| Dorothy D. Hayes – cash total | — | $100,000 |
Notes:
- Cash fees are paid quarterly in advance per policy .
- Hayes’s $100,000 cash implies base retainer plus Audit Chair fee for 2024 .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Change-of-Control Treatment |
|---|---|---|---|---|---|
| Annual Director RSUs | Sep 4, 2024 | 87,838 RSUs | $122,095 | Fully vest on Jun 4, 2025, subject to continued service | Accelerate to fully vested immediately prior to a Change of Control |
- Compensation mix: 2024 total $222,095 comprised of $100,000 cash and $122,095 equity (≈55% equity / 45% cash), supporting alignment with shareholders via annual RSUs .
- No option awards or performance-conditioned equity for directors disclosed; director equity is time-based RSUs only .
Other Directorships & Interlocks
| Company | Concurrent Relationship to BBAI | Potential Interlock/Conflict |
|---|---|---|
| Intevac, Inc. (until Mar 2025) | Unrelated to BBAI operations; Hayes exited upon acquisition by Seagate | None apparent with BBAI’s customers/suppliers disclosed |
| GigCapital4/GigCapital5 (pre-combination) | Predecessor SPAC governance roles before BBAI/QT Imaging combinations | Historical only; no ongoing SPAC ties disclosed |
| AE Industrial Partners context | Several BBAI directors affiliated with AEI; related party policy pre-approves certain AEI affiliate transactions | Hayes is independent; oversight via Related Party Committee and Audit Committee mitigates conflict risk |
Expertise & Qualifications
- Deep corporate controllership and audit leadership; designated “audit committee financial expert” .
- Industry exposure across technology, software, hardware, and audit functions (Intuit, Agilent, HP, Apollo) .
- Governance credentials: NACD Board Leadership Fellow; frequent participation in WCD, NACD, Athena Alliance; Stanford Directors College attendee .
Equity Ownership
| Metric | Apr 28, 2025 | Sep 30, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 281,239 | 225,239 |
| Percent of shares outstanding | <1% | <1% |
| Notes | Company outstanding shares: 291,188,805 on Apr 28, 2025 | Company outstanding shares: 435,777,718 on Sep 30, 2025 |
Citations:
- 281,239 shares; <1%; outstanding 291,188,805 .
- 225,239 shares; <1%; outstanding 435,777,718 .
- Hedging and pledging: Company prohibits hedging and pledging by directors; reduces alignment risk concerns .
Governance Assessment
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Strengths:
- Independent Audit Chair with recognized audit financial expertise; robust committee charter covering internal controls, critical audit matters, and compliance .
- Majority-independent board (post-controlled-company transition); formal committee charters in place; independent executive sessions held .
- Director pay structure tilted to equity via annual RSUs (≈55% equity in 2024), with straightforward time-based vesting and no options, supporting alignment while limiting risk-taking incentives .
-
Potential concerns/monitoring items:
- Related party transaction framework pre-approves dealings with AE Industrial affiliates; while Hayes is independent, continued vigilance via Related Party Committee and Audit/Audit Chair oversight is important to guard against conflicts .
- Phase-in period after loss of controlled-company status means certain NYSE governance standards were transitioning during 2024–2025; ensure full compliance within the one-year window to maintain investor protections .
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RED FLAGS:
- None disclosed specific to Hayes: no pledging/hedging permitted by policy, no delinquent Section 16 filings attributed to Hayes, and attendance met minimum thresholds .