Kirk Konert

About Kirk Konert

Kirk Konert (age 38 as of April 28, 2025) has served on BigBear.ai’s Board since December 2021 and is a Managing Partner at AE Industrial Partners, LLC; he holds a bachelor’s degree from Davidson College. He is classified as a Class III director with his current Board term expiring at the 2027 Annual Meeting, and the Board has determined he is an independent director under NYSE rules (including during the former controlled-company phase and current phase‑in period after control ceased on December 2, 2024) .

Past Roles

External Roles

Board Governance

• Committee assignments: Konert chairs the Compensation Committee; he is not on the Audit or Nominating & Corporate Governance Committees (2024 and 2025 committee matrices) .
• Independence: The Board determined Konert is independent under NYSE rules and Exchange Act Rule 10C‑1 (2023–2025 filings) .
• Attendance and engagement: In 2023, the Board held 9 meetings; all directors attended ≥75% of meetings; independent directors met in executive session at least once; in 2024, the Board held 11 meetings; all directors attended ≥75%; independent directors met in executive session at least once .
• Leadership and structure: Classified board; Konert is a Class III director with term expiring 2027; executive sessions presided over by Chair Peter Cannito .
• Controlled-company transition: AE Industrial Partners ceased control as of Dec 2, 2024; BBAI is in a one‑year phase‑in to full NYSE committee independence/compliance; Board currently majority independent .

Fixed Compensation

Director‑level cash actually received by Konert:

• FY2023 compensation: Konert total $228,057, all in stock awards; cash column “—” .
• FY2024 compensation (reported in 2025 proxy): Konert total $122,095, all in stock awards; cash column “—” .
• Assignment agreement: Konert transferred all beneficial interests in his RSUs (and historically board fees) to AE Industrial Partners, LP .

Performance Compensation

• Structure and metrics: Director equity awards are time‑based RSUs; no performance metrics disclosed for director grants .
• Clawback: The Compensation Committee oversees adoption/implementation of officer compensation recovery policies (Dodd‑Frank compliant); clawback oversight noted in committee charter responsibilities (company‑wide) .

Other Directorships & Interlocks

Expertise & Qualifications

• Private equity leadership and portfolio company governance across aerospace, national security, and industrial services; broad board experience in defense/space technology .
• Investment and operational oversight skills relevant to compensation governance and succession planning per Compensation Committee charter responsibilities .
• Education: Davidson College (undergraduate degree) .

Equity Ownership

• Assignment agreements: Konert has transferred beneficial interests in RSUs (and previously board fees) to AE Industrial Partners, LP .
• No pledging/hedging or option holdings disclosed for Konert in proxies reviewed; if any Section 16 activity exists, it is outside proxy scope .

Compensation Committee Analysis

• Composition trend:
  • 2022 – Chair: Konert; members: Hart, Avi Katz .
  • 2023 – Chair: Konert; members: Hart, Avi Katz .
  • 2024 – Chair: Konert; members: Hart (2‑member committee while controlled company) .
  • 2025 – Chair: Konert; members: Hart, Battle (phase‑in period after control ceases) .
• Independence and exemptions: As a controlled company through 2024, BBAI relied on exemptions; Board affirmed Konert’s independence; post‑control, committee independence is phasing in within one year per NYSE rules .
• Responsibilities emphasize peer group setting, clawbacks, say‑on‑pay consideration, succession planning, and plan administration—appropriate for an engaged chair with investment background .

Governance Assessment

• Strengths:
  • Experienced Compensation Committee chair with PE portfolio governance across relevant sectors; Board self‑evaluations occur annually; Board majority independent by 2025; documented committee charters and executive sessions held .
  • Transparent director pay program with standardized cash and RSU components; clear vesting and change‑in‑control terms; committee oversight of clawback policy .

• Risks and RED FLAGS:
  • RSU/fee assignment to AE Industrial Partners, LP reduces personal “skin‑in‑the‑game” alignment for Konert; potential perception issue on pay‑for‑performance and independence of incentives .
  • Extensive AEI interlocks (e.g., Redwire) and prior controlled‑company status; BBAI’s Related Party Transactions Policy pre‑approves certain AEI‑affiliated transactions—heightened need for robust Related Party Committee oversight and clear recusal practices .
  • Committee independence was exempt under controlled‑company rules through 2024; full compliance is phasing in—investors should monitor completion by Dec 2, 2025 .

• Attendance/engagement signal: Board met 9 times in 2023 and 11 times in 2024; all directors met ≥75% attendance; independent director sessions occurred—baseline engagement acceptable .

• Say‑on‑pay: Committee charter requires considering say‑on‑pay results in CEO pay decisions; specific vote percentages not disclosed in the proxies reviewed .

• Overall implication: Governance quality appears to be improving post‑control with majority independence and formal charters; however, AEI interlocks and RSU assignment to AEI warrant ongoing scrutiny regarding incentive alignment and related‑party exposure .