Kevin McAleenan
BigBear.ai HoldingsAbout Kevin McAleenan
Kevin McAleenan, 53, is CEO and a Class II director of BigBear.ai (appointed Jan 15, 2025). He previously served as President of BigBear.ai after co‑founding and leading Pangiam (Chair/CEO, 2020–2024), and earlier held senior U.S. government posts including Commissioner, U.S. Customs and Border Protection (2018) and Acting Secretary, Department of Homeland Security (2019). He holds a B.A. in Political Science from Amherst College and a J.D. from the University of Chicago Law School . Company performance context: revenue increased to $158.2m in FY 2024 from $155.2m in FY 2023; EBITDA remained negative in both years (see table below; EBITDA from S&P Global) .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue (USD) | $155.164m | $158.236m |
| EBITDA (USD) | -$22.315m* | -$24.409m* |
| * Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BigBear.ai | President | 2024–Jan 2025 | Led CV/computer vision, simulation/modeling, and digital identity solutions for national security/commercial customers . |
| Pangiam | Co‑Founder; Chair & CEO | 2020–2024 | Built biometric/AI products for security; company acquired by BigBear.ai in 2024, aiding BBAI’s digital identity capabilities . |
| U.S. DHS | Acting Secretary | 2019 | Led 240k+ personnel across TSA, USCG, CISA, Secret Service; executed counterterrorism/risk initiatives . |
| U.S. CBP | Commissioner | 2018 | First career civil servant confirmed as CBP Commissioner; implemented trade/travel process innovations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Government | Senior leadership (CBP/DHS) | ~2001–2019 | Drove operational/technology modernization, counterterrorism strategies; received Presidential Rank Award and Service to America Medal . |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $500,000 per year (effective Jan 15, 2025) . |
| Target Bonus | 125% of base, based on mutually developed objectives; paid in cash and/or PSUs (Comp Committee discretion) . |
| Initial LTI Award | $4,000,000 at grant (50% RSUs, 50% stock options), 4‑year ratable vesting unless specified otherwise . |
| Recurring LTI | Estimated at 200% of base annually starting 2025 (mix of RSUs/PSUs/options at Comp Committee discretion) . |
| Benefits | Eligible for standard plans; possible $3,000 annual medical insurance offset if company coverage waived . |
| Indemnification | Standard indemnification agreement entered at appointment . |
Performance Compensation
| Incentive | Metric/Structure | Target/Size | Actual/Payout | Vesting |
|---|---|---|---|---|
| 2024 STIP (as President) | Company financial goals + personal goals; 50% PSUs + 50% PSUs in lieu of cash (board action Feb 2025) | Target: 50% of base (role‑based for 2024) | 41,359 PSUs granted in 2024 (First STIP tranche); additional PSUs granted Feb 2025 for cash tranche; 41,359 PSUs vested Jan 27, 2025 . | PSUs vest upon achieving FY goals; 2024 tranches partially vested Jan 27, 2025 . |
| Pangiam Retention PSUs (2024 grant) | Revenue targets for FY 2024 and FY 2025 | 178,571 target PSUs (granted Mar 1, 2024) | 89,286 PSUs vested Feb 25, 2025 (criteria met) . | Remaining tranche tied to FY 2025 revenue targets . |
| 2024 RSU Grant (leadership award) | Time‑based RSUs | 165,436 RSUs granted Apr 1, 2024 | N/A (time‑based) | 25% on Apr 1, 2025; remaining 75% vests quarterly through Mar 31, 2028, continued service required . |
| CEO Initial Equity (2025) | 50% RSUs, 50% options | $4,000,000 grant date value | N/A | 4‑year ratable schedule unless specified otherwise . |
Notes:
- The Compensation Committee also administers clawback policy compliance under Dodd‑Frank listing standards .
- For equity treatment on change‑in‑control (CIC): unassumed RSUs/options vest at closing; double‑trigger vesting for RSUs/options upon CIC‑related termination within two years; PSUs forfeit if unsettled unless addressed otherwise .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Apr 28, 2025) | 122,235 shares (<1% of outstanding) . |
| Beneficial Ownership (Sep 30, 2025) | 136,670 shares (<1% of outstanding; 435,777,718 shares outstanding) . |
| Vested vs. Unvested (12/31/2024 snapshot) | 165,436 RSUs unvested; 178,571 target PSUs (revenue); 41,359 STIP PSUs (2024); subsequent vesting: 41,359 STIP PSUs on Jan 27, 2025 and 89,286 revenue PSUs on Feb 25, 2025 . |
| Options | No options outstanding as of 12/31/2024; 2025 CEO grant includes options (strike set at grant; 4‑year ratable vest) . |
| Hedging/Pledging | Prohibited for directors/officers (no hedging or pledging/margin accounts) . |
| Ownership Guidelines | Not disclosed in reviewed filings. |
Employment Terms
| Provision | Terms |
|---|---|
| Start Date / Status | CEO effective Jan 15, 2025; at‑will employment . |
| Severance Plan Tier | Tier 1 as CEO (per offer letter) . |
| Severance (non‑CIC) | Tier 1: cash equal to 1.0x (base + target bonus) plus 12 months employer health premium payments; release and restrictive covenant compliance required . |
| Severance (CIC; double‑trigger within 12 months) | Tier 1: lump sum 2.0x (base + target bonus) plus 24 months employer health premiums . |
| Equity on CIC | Unassumed RSUs/options vest at closing; double‑trigger vesting for RSUs/options within two years post‑CIC termination; PSUs have no guaranteed special treatment and forfeit if unsettled . |
| Clawback | Company to maintain Dodd‑Frank compliant recovery policy; Compensation Committee oversight . |
| Restrictive Covenants | Insider Trading, NDA/IP assignment, and Non‑Solicitation agreement compliance required; at‑will acknowledgment . |
| Indemnification | Standard form indemnification agreement . |
Board Governance (Director Service)
- Role: Class II Director; term expiring at the 2026 annual meeting; CEO is a management (non‑independent) director .
- Committees: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees in 2025 committee rosters .
- Chair/Independence: Board Chair is Peter Cannito (independent); majority‑independent board following end of “controlled company” status in Dec 2024; NYSE phase‑in completed during 2025 .
- Executive Sessions: Independent directors met in executive session at least once in 2024 .
Compensation Structure Analysis
- Increased performance leverage: As CEO, target annual bonus increased to 125% of base and recurring LTI estimated at 200% of base, with flexibility to deliver PSUs; initial $4m 50/50 RSU/option grant creates multi‑year retention and performance tie‑in .
- Use of PSUs over cash: 2024 STIP for executives (including McAleenan as President) was delivered entirely in PSUs (two tranches), aligning payouts with company performance and reducing cash comp; his STIP PSUs and revenue‑linked PSUs partially vested in early 2025 upon meeting goals .
- CIC protections: Double‑trigger 2x multiple for Tier 1 within CIC window and broad equity acceleration for time‑based awards; PSUs lack favorable CIC treatment (potential forfeiture), which limits windfalls on performance awards absent goal achievement .
- Clawback and no hedging/pledging: Policy and prohibitions reduce misalignment/hedging risks .
Risk Indicators & Red Flags
- Dilution/overhang sensitivity: Board sought authorization to increase common shares to 1.0bn (from 500m) in late 2025 to support financing, compensation, and transactions; potential for future dilution from equity awards and financing structures .
- Negative EBITDA: EBITDA remained negative in FY 2023 and FY 2024; underscores need for profitable growth amid expanding AI offerings (S&P Global data).
- Related‑party backdrop: Historical AE Industrial affiliations and board transitions disclosed; company maintains related‑party transaction policy framework .
Investment Implications
- Alignment and retention: The CEO’s package is heavily equity‑based (initial $4m + 200% base recurring LTI; PSUs for STIP and revenue goals), supporting alignment with revenue execution and multi‑year retention. Double‑trigger CIC terms and absence of pledging/hedging reduce governance risk, while PSUs lacking special CIC treatment curtail windfalls without performance .
- Vesting supply overhang: Quarterly RSU vesting and large option/RSU grants may create periodic insider selling pressure as awards vest, though prohibitions on pledging/margin lower forced‑sale risk .
- Execution bar: Revenue grew modestly in FY 2024 but EBITDA remained negative; with Pangiam integration and national‑security AI focus, the explicit revenue‑linked PSUs and higher at‑risk bonus raise the performance bar. Monitor 2025–2026 revenue/EBITDA trajectories and STIP/PSU vesting outcomes for pay‑for‑performance validation (S&P Global; ).