Paul Fulchino
BigBear.ai HoldingsAbout Paul Fulchino
Paul Fulchino is a Class I independent director at BigBear.ai, age 78 as of April 28, 2025, and has served on the Board since December 2021, with his current term expiring in 2025 and nomination for a three-year term through 2028 . He is Operating Partner at AE Industrial Partners since June 2015 and chaired AEI HorizonX Ventures from 2019 to 2023 (Executive and M&A Committees) . His prior roles include Senior Advisor to Boeing (2010–2014), CEO at Aviall, President & COO at B/E Aerospace, and President & Vice Chairman at Mercer Management Consulting; he holds a B.S. in Mathematics (Boston College), an MBA (Columbia Business School), and attended the U.S. Military Academy at West Point . The Board cites his executive leadership, M&A experience, and deep commercial aviation and supply base knowledge as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boeing | Senior Advisor | Apr 2010–Dec 2014 | Advisory role to leadership |
| Aviall (Boeing subsidiary) | Chief Executive Officer | — | Led through period when Aviall became wholly owned by Boeing |
| B/E Aerospace | President & Chief Operating Officer | — | Executive operations leadership |
| Mercer Management Consulting | President & Vice Chairman | — | Strategic leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AE Industrial Partners, LLC | Operating Partner | Jun 2015–present | Executive leadership; strategic oversight |
| AEI HorizonX Ventures | Chairman | 2019–2023 | Served on Executive Committee and M&A Committee |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Audit Committee .
- Independence: The Board determined Fulchino is independent under NYSE rules and Rule 10A-3 of the Exchange Act .
- Attendance: The Board held 11 meetings in 2024; Audit met 9 times, Compensation 3, Nominating & Corporate Governance 4. Each director attended at least 75% of meetings; independent directors met in executive session at least once, presided over by Peter Cannito .
- Classified board: Class I directors (including Fulchino) up for election in 2025 to serve through 2028 if elected .
| Committee | Members | Chair |
|---|---|---|
| Audit | Pamela Braden; Dorothy D. Hayes; Paul Fulchino | Dorothy D. Hayes |
| Compensation | Sean Battle; Jeffrey Hart; Kirk Konert | Kirk Konert |
| Nominating & Corporate Governance | Peter Cannito; Sean Battle; Paul Fulchino | Paul Fulchino |
Fixed Compensation
| Component | Policy Amount | Notes (2024 actual for Fulchino) |
|---|---|---|
| Annual cash retainer | $90,000 | Policy payable quarterly in advance |
| Board Chair (if applicable) | $20,000 | Not applicable to Fulchino |
| Audit Committee Chair | $10,000 | Not applicable (member) |
| Audit Committee Member | $5,000 | Policy rate; 2024 “Fees Earned or Paid in Cash” for Fulchino shows “—” |
| Compensation Committee Chair | $7,500 | Not applicable |
| Compensation Committee Member | $6,000 | Not applicable |
| Nominating & Corp Gov Chair | $5,000 | Policy rate; 2024 cash table shows “—” for Fulchino |
| Nominating & Corp Gov Member | $4,000 | Not applicable |
» 2024 Non-Employee Director Compensation (Fulchino): Fees Earned or Paid in Cash: “—”; Stock Awards: $122,095; Total: $122,095 .
Performance Compensation
- Structure: Annual RSU grant with target grant-date fair value ≈$130,000; time-based vesting at first anniversary; acceleration upon Change of Control .
- 2024 Grant Details (Director-wide policy applied; Fulchino included):
| Metric | Value | Terms |
|---|---|---|
| Grant date | September 4, 2024 | Annual RSU award under Plan |
| Units (RSUs) | 87,838 | Per director |
| Grant-date fair value | $122,095 | As reported in proxy |
| Vesting date | June 4, 2025 | Full vest on first anniversary (continued service) |
| Vesting condition | Continued Board service | Time-based; no performance metrics disclosed |
| Change-of-control treatment | Full acceleration immediately prior | As defined in Plan |
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Spirit AeroSystems Holdings | Director | Since 2006 | Ongoing public company directorship |
| Wesco Aircraft Holdings | Director | 2008–2020 | Prior public company directorship |
| The Sports Authority, Inc. | Director | 2000–2004 | Prior public company directorship |
| Medsource Technologies, Inc. | Director | 2001–2005 | Prior public company directorship |
| B/E Aerospace, Inc. | Director | 1996–1999 | Prior public company directorship |
» Interlocks and network: Two current directors (Hart, Konert) assigned RSU beneficial interests to AE Industrial Partners LP; Fulchino is an Operating Partner at AE Industrial Partners, highlighting potential perceived affiliation network, although the Board deems him independent .
Expertise & Qualifications
- Executive leadership across aerospace and aviation distribution; strategic thinking and extensive knowledge of commercial aviation customers and supply base .
- Compensation and human resource matters and M&A experience cited by the Board .
- Education credentials: B.S. Mathematics (Boston College), MBA (Columbia), attendance at West Point .
- Prior executive roles (CEO, President/COO) demonstrating operational and governance acumen .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date |
|---|---|---|---|
| Paul Fulchino | 347,530 | <1% | April 28, 2025 |
| Shares outstanding (reference) | 291,188,805 | — | April 28, 2025 |
Notes: Beneficial ownership follows SEC rules, including securities exercisable within 60 days; unless otherwise indicated, holders have sole voting and investment power .
Governance Assessment
- Independence and committee leadership: Fulchino is independent under NYSE and Rule 10A-3 and chairs the Nominating & Corporate Governance Committee, positioning him to oversee director nominations, governance trends, and executive waivers under the Code of Conduct .
- Engagement: Board held 11 meetings in 2024; each director attended at least 75%; independent directors held at least one executive session—adequate baseline engagement .
- Compensation mix and alignment: For FY2024, Fulchino’s reported compensation was entirely equity ($122,095 RSUs), with no cash fees shown—aligning incentives toward share value, though the policy provides for cash retainers and committee fees .
- Related-party posture: The Company’s Related Party Transactions Policy includes pre-approval of arrangements with AE Industrial entities (AE Industrial Operating Partners, LP; AE Industrial Partners, LP) and certain affiliates, which may raise perceived conflict concerns given AEI affiliations among board members, even as individuals (including Fulchino) are deemed independent .
- Controlled company transition: AE Industrial Partners ceased to control a majority of voting power on December 2, 2024; during the one-year phase-in, BigBear.ai relies on NYSE exemptions, and “until we fully comply… stockholders will not have the same protections” as companies fully subject to NYSE governance standards—an interim governance risk to monitor .
- Committee composition: Fulchino serves on Audit (financial oversight exposure) and chairs Nominating & Governance (board composition and evaluation), both critical to board effectiveness and long-term investor confidence .
RED FLAGS
- Pre-approved related-party transactions with AE Industrial Partners and affiliates per policy could present ongoing perceived conflicts requiring vigilant Related Party Committee oversight .
- Phase-in reliance after loss of controlled status reduces certain shareholder protections for up to one year; investors should monitor compliance timeline and committee independence completion .
- AEI network ties: RSU assignment agreements to AE Industrial Partners by other directors (Hart, Konert) and Fulchino’s Operating Partner role create potential interlocks that warrant attention, despite independence determinations .
» Items not disclosed: Director-specific stock ownership guidelines/compliance; individual meeting attendance rate; Form 4 insider trading details; performance-based equity metrics for directors. We searched the latest proxy and related filings but did not find these specifics .