Sean Battle
BigBear.ai HoldingsAbout Sean Battle
Independent director at BigBear.ai (BBAI) since December 2021; age 55 as of April 28, 2025. Former Chief Strategy Officer (Dec 2020–Dec 2021) and co-founder/CEO of PCI Strategic Management; earlier NSA civilian executive and U.S. Air Force signals analyst. Education: J.D., University of Maryland (Baltimore); B.S. in Business Administration, Hawaii Pacific University. Core credentials include 30+ years in defense/intelligence, technology modernization, and data analytics for U.S. government agencies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BigBear.ai | Chief Strategy Officer | Dec 2020–Dec 2021 | Led integration, M&A, partnerships, and licensing aligned to enterprise strategy |
| PCI Strategic Management (PCI) | Co-Founder & CEO | Prior to BBAI merger | Grew PCI to prime contracts, expanded to 14 states; recognized as top workplace |
| National Security Agency (NSA) | Civilian Executive | Prior | Led End User Computing portfolio; technology modernization for agency workforce |
| U.S. Air Force | Signals Analyst | Early career | Technical intelligence foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AFCEA | Member | Ongoing | Industry engagement in defense communications |
| Fort Meade Alliance (FMA) | Member | Ongoing | Regional defense community involvement |
Board Governance
- Classification/tenure: Class I director; director since 2021. Nominated for term expiring at 2028 Annual Meeting .
- Independence: Board determined Sean Battle is independent under NYSE rules; company no longer a “controlled company” as of Dec 2, 2024, entering a 1-year phase-in to full NYSE governance standards .
- Attendance: In 2024, each director attended at least 75% of aggregate Board/committee meetings; independent directors held executive sessions (presided by Chair Peter Cannito) .
- Committee assignments (as of Apr 28, 2025): Compensation Committee member; Nominating & Corporate Governance Committee member; not a chair .
| Committee | Role | Chair |
|---|---|---|
| Compensation Committee | Member | Chair: Kirk Konert |
| Nominating & Corporate Governance Committee | Member | Chair: Paul Fulchino |
Fixed Compensation
Policy and actuals indicate alignment with peer director pay levels and role-based fees.
| Component | Policy/Actual | 2023 (FY) | 2024 (FY) |
|---|---|---|---|
| Annual Cash Retainer | Policy: $90,000 | Cash fees earned: $94,000 | Cash fees earned: $47,000 |
| Committee Membership Fees | Policy: Audit $5,000; Comp $6,000; Nominating $4,000 per member; Chairs: Audit $10,000; Comp $7,500; Nominating $5,000 | Included in cash/stock mix (specific breakout not disclosed) | Included in cash/stock mix (specific breakout not disclosed) |
| Board Chair Premium | Policy: $20,000 (non-employee chair) | Not applicable to Battle | Not applicable to Battle |
Performance Compensation
Non-employee directors receive annual RSUs; some directors may elect RSUs in lieu of cash. Vesting accelerates upon Change of Control.
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual Director RSU | Jul 2, 2023 | 55,556 | $130,557 | Fully vests Jul 2, 2024; acceleration on Change of Control |
| Annual Director RSU | Sep 4, 2024 | 87,838 | $122,095 | Fully vests Jun 4, 2025; acceleration on Change of Control |
Other Directorships & Interlocks
- No current public company directorships disclosed for Sean Battle; primary governance roles are within BBAI committees .
- Board includes multiple AE Industrial–affiliated directors; related-party policies and pre-approvals in place for AE-linked affiliates (e.g., Redwire, Edge Autonomy) but no Battle-specific related-party transactions disclosed .
Expertise & Qualifications
- Technology/data analytics leadership in defense and intelligence; government modernization expertise; legal training (J.D.). Active in AFCEA and FMA; strengthens Board oversight of AI/ML, cybersecurity, and government procurement .
Equity Ownership
Beneficial ownership snapshots show increasing alignment over time; hedging and pledging of company stock are prohibited by policy.
| Metric | Apr 19/26, 2024 | Feb 24, 2025 | Apr 28, 2025 | Sep 30, 2025 |
|---|---|---|---|---|
| Shares Beneficially Owned | 26,129 | 50,000 | 137,838 | 137,838 |
| % Outstanding | <1% | <1% | <1% | <1% |
| Pledged/Hedged | Prohibited by policy | Prohibited by policy | Prohibited by policy | Prohibited by policy |
Governance Assessment
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Strengths:
- Independence affirmed; governance transition away from “controlled company” enhances committee independence and investor protections .
- Relevant domain expertise (defense/intelligence, technology modernization) aligned with BBAI’s AI/analytics mission; active committee roles indicate engagement .
- Attendance threshold met; independent director executive sessions held .
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Compensation alignment:
- Mix of cash retainer plus annual RSUs (~$130k grant-date value) consistent with market for small-cap tech/government services; no option grants to directors; vesting schedules standard and include CoC acceleration .
- YoY shift toward equity in 2024 (cash $47k vs $94k in 2023) with annual RSUs granted; indicates continued equity-based alignment .
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Potential considerations:
- Prior executive role (CSO through Dec 2021) could be perceived as proximity to management; however, independence designation under NYSE rules mitigates concern .
- Board interlocks with AE Industrial via other directors and legacy agreements; company maintains Related Party Committee, pre-approval policies, and disclosure—no Battle-specific related-party exposure disclosed .
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Red flags: None disclosed specific to Battle. No Section 16(a) delinquency noted for Battle; hedging/pledging prohibited; no loans or related-party transactions attributed to him .
Overall signal: Battle adds domain-critical expertise and meets independence/attendance standards; compensation structure is conventional with equity alignment. Monitoring AE-linked transactions and continued committee independence through the NYSE phase-in should sustain investor confidence .