Pamela Braden

About Pamela Braden

Pamela Braden (age 67) is a Class II independent director at BigBear.ai, serving since 2021 with her current term expiring at the 2026 annual meeting . She is an Operating Partner at AE Industrial Partners since 2022 and previously was the Founder and CEO of Gryphon Technologies, where under her leadership and AE Industrial’s guidance Gryphon grew to over $300 million in revenue with 1,500 engineers and technical personnel, pivoting into digital engineering for national security organizations . The Board has determined she is independent under NYSE rules and Rule 10A‑3 of the Exchange Act .

Past Roles

External Roles

No other public company directorships for Ms. Braden are disclosed in BBAI’s 2024 or 2025 proxies .

Board Governance

• Committee assignments: Audit Committee member; not a chair .
• Current committee chairs: Audit—Dorothy D. Hayes; Compensation—Kirk Konert; Nominating & Corporate Governance—Paul Fulchino .
• Independence: Board-determined independent under NYSE and Rule 10A‑3 (audit committee independence also affirmed) .
• Attendance: The Board held 11 meetings in 2024; Audit met 9 times; each director attended at least 75% of meetings during their service; independent directors met in executive session at least once, presided over by Chairman Peter Cannito .
• Classified board: Class II (Braden) term expires at the 2026 annual meeting .

Fixed Compensation

• Director compensation policy (cash retainers, paid quarterly in advance):
  • Annual board retainer: $90,000 .
  • Additional retainers:
    • Non‑Employee Chair: $20,000 .
    • Audit Chair: $10,000; Audit Member: $5,000 .
    • Compensation Chair: $7,500; Compensation Member: $6,000 .
    • Nominating & Corporate Governance Chair: $5,000; Member: $4,000 .

In 2023, certain directors received RSUs in lieu of 2024 cash fees, with quarterly vesting across 2024; these RSUs were approved in 2023 and thus reported as 2023 stock awards .

Performance Compensation

• Annual equity: RSUs with grant-date fair value ≈$130,000; fully vests on first anniversary, subject to continued service; accelerates to fully vested immediately prior to a Change of Control .
• Award details for Ms. Braden:
  • 9/4/2024 grant: 87,838 RSUs; grant-date fair value $122,095; vests on 6/4/2025 .
  • 7/2/2023 grant: 55,556 RSUs; grant-date fair value $130,557; vests on 7/2/2024; additional RSUs granted in 2023 at director election in lieu of 2024 cash fees vested ratably on Jan 1, Mar 31, Jun 30, Sep 30, 2024 .

No PSUs/options or performance metrics for director awards are disclosed; director equity is time‑based RSUs .

Other Directorships & Interlocks

AE Industrial affiliations are prominent among directors; BBAI maintains a Related Party Transactions Policy that pre‑approves certain transactions with AE affiliates (e.g., Redwire, Edge Autonomy/UAV Factory) and related MOUs, subject to oversight by a disinterested Related Party Committee .

Expertise & Qualifications

• 35+ years in defense, technology, and government services; led Gryphon’s digital engineering pivot, including cybersecurity assessment tools, cloud migration, predictive analytics for national security customers .
• Board-relevant skills cited by BBAI include governance, risk management, business judgment, and regulatory awareness as part of the board’s desired competencies and qualifications framework .

Equity Ownership

• Beneficial ownership includes shares plus options/warrants exercisable within 60 days, based on SEC rules .

Group options context: across all directors/executives, 91,598 shares underlying options were exercisable within 60 days as of 9/30/2025 (not attributed to any individual in the disclosure) .

Governance Assessment

• Strengths

  • Independent director with audit committee service; audit committee independence affirmed under Rule 10A‑3; audit chair designated financial expert (Dorothy D. Hayes) .
  • Attendance threshold met (≥75%) amid robust meeting cadence (Board 11; Audit 9), with at least one independent director executive session held .
  • Compensation is heavily equity‑oriented, with time‑based RSUs and no cash fees in 2023–2024, aligning director pay with shareholder value; annual RSUs vest in one year, creating rolling retention and alignment .

• Potential Risks / RED FLAGS to monitor

  • AE Industrial interlocks: multiple AE‑affiliated directors, including Braden, Konert, Hart, and Cannito, may pose perceived conflicts; the Company has a formal Related Party Transactions Policy and pre‑approved arrangements with AE affiliates (Redwire, Edge Autonomy/UAV), overseen by a disinterested committee, but continued monitoring is warranted .
  • Change-of-control acceleration for director RSUs increases payout certainty upon a transaction; while market‑standard, it reduces at‑risk duration .
  • Transition from controlled company to standard NYSE governance (ceased controlled status on 12/2/2024) involves a phase‑in period; until full compliance, stockholders may have fewer protections than fully compliant issuers .