Peter Cannito - Chairman of the Board | BigBear.ai Holdings (BBAI) Executive Profile & Compensation

About Peter Cannito

Peter Cannito, age 52 as of April 28, 2025, serves as Chairman of the Board at BigBear.ai and has been a director since 2021 (Class III; current term expires at the 2027 annual meeting) . He is deemed independent under NYSE rules and presides over executive and independent director sessions, signaling an active governance role . Cannito holds a B.S. in Finance (University of Delaware) and an MBA (University of Maryland), and is a former U.S. Marine Corps officer .

Past Roles

Organization	Role	Tenure	Committees/Impact
Redwire Space, Inc.	Chairman & Chief Executive Officer	Jun 2020 – present	Leads a public space solutions company; executive oversight and strategy
AE Industrial Partners	Operating Partner	Jun 2019 – present	Portfolio oversight across aerospace and national security; governance expertise
NSNext, LLC	Consultant	Jan 2019 – Jun 2019	Advisory role; strategic consulting
Polaris Alpha	Chief Executive Officer	Jun 2016 – Dec 2018	Led high‑tech solutions provider to DoD/Intelligence Community
EOIR Technologies	CEO/COO (executive roles)	Prior to Booz Allen role	Led engineering/technology teams in defense programs
Booz Allen Hamilton	Led software/systems engineers	Prior to EOIR	Managed critical defense/intelligence programs

External Roles

Organization	Role	Public/Private	Governance Notes
Redwire Space, Inc.	Chairman & CEO	Public	Executive role and board chair; potential related‑party exposure acknowledged in BBAI policy for Redwire
AE Industrial Partners	Operating Partner	Private	Affiliation intersects with multiple BBAI directors (Hart, Konert) and pre‑approved related‑party framework

Board Governance

Committee memberships: Nominating & Corporate Governance Committee member; not on Audit or Compensation .
Independence: Board determined Cannito is independent under NYSE rules .
Attendance/engagement: Board met 11 times in 2024; each director attended at least 75% of aggregate meetings; eight directors attended the 2024 annual meeting .
Executive sessions: Independent directors met in executive session at least once in 2024; Cannito presided .
Controlled company transition: BBAI ceased to be a NYSE “controlled company” as of Dec 2, 2024; committees are phasing to full independence within one year .

Fixed Compensation

Policy and actuals for non‑employee director compensation:

Component	Policy	Cannito 2024 Actual
Annual cash retainer	$90,000 per year (quarterly in advance)	$0 (fees earned/paid in cash)
Chair of the Board fee	$20,000 per year	Included in policy; not separately itemized in actual cash
Audit Committee Chair	$10,000	N/A (not a member)
Audit Committee Member	$5,000	N/A
Compensation Committee Chair	$7,500	N/A
Compensation Committee Member	$6,000	N/A
Nominating & Corp Gov Chair	$5,000	N/A
Nominating & Corp Gov Member	$4,000	Membership without cash shown (see actuals)

Notes: The 2024 director compensation table reports $0 cash for Cannito despite policy retainers; BBAI attributes cash detail for some directors (e.g., Hayes) but not all. Presenting as disclosed .

Performance Compensation

Director equity grants (time‑based RSUs):

Grant Type	Grant Date	Shares/Units	Grant Date Fair Value	Vesting Terms
Annual RSU award	Sep 4, 2024	87,838 RSUs	$122,095	Fully vests on Jun 4, 2025; accelerates upon Change of Control

Policy: Annual director RSUs targeted at ~$130,000 grant‑date value; time‑based only, no performance metrics disclosed .

Other Directorships & Interlocks

Redwire Space, Inc.: Cannito is Chairman and CEO; BBAI’s related‑party policy pre‑approves certain transactions involving Redwire and AE Industrial affiliates, indicating potential interlocks and information flow pathways to monitor .
AE Industrial Partners affiliations on BBAI’s board (Hart, Konert) reflect network ties; post‑Dec 2024 BBAI is no longer controlled by AE Industrial but retains historical relationships .

Expertise & Qualifications

Defense/national security and AI/technology leadership; prior executive roles leading high‑tech defense programs .
Financial and strategic credentials: Finance degree, MBA; operating partner experience in private equity .
Governance: Presides over independent sessions; member of Nominating & Corporate Governance Committee .

Equity Ownership

Beneficial ownership and alignment:

As Of Date	Shares Beneficially Owned	% of Shares Outstanding	Notes
Apr 28, 2025	397,262	<1%	Director‑level holding, business address at BBAI HQ
Sep 30, 2025	410,187	<1%	Updated count in special meeting proxy

Hedging/pledging: Company prohibits hedging transactions and pledging/margining of BBAI securities for directors/officers/employees, supporting alignment .

Governance Assessment

Strengths: Independent Chair with sector expertise; active role in executive sessions; committee membership focused on nominations/governance; board and committee activity with broad director attendance; transition from controlled company enhances governance standards .
Alignment: Meaningful personal equity ownership with no hedging/pledging permitted; annual time‑based RSU grants standard for directors .
Potential conflicts/RED FLAGS to monitor:
- Related‑party exposure: BBAI’s policy explicitly pre‑approves transactions with AE Industrial Partners and Redwire, where Cannito has roles—investors should monitor for transaction terms and independence of oversight (Related Party Committee screens transactions) .
- Committee balance: Cannito is not on Audit or Compensation; continued monitoring of fully independent composition as NYSE phase‑in completes is warranted .
Overall: Cannito’s independence, chairmanship, and sector background are supportive of board effectiveness, but historical AE Industrial/Redwire ties necessitate continued scrutiny of related‑party dealings and committee independence milestones .

Note: No director‑specific ownership guidelines or say‑on‑pay metrics for directors were disclosed; director compensation is time‑based RSUs and cash retainers without performance conditions .