Sean Ricker
BigBear.ai HoldingsAbout Sean Ricker
Sean R. Ricker is Chief Financial Officer of BigBear.ai (appointed October 14, 2025), after serving as interim CFO from June 6, 2025; age 38. He previously served as Chief Accounting Officer (Aug 2022–Jun 2025) and Corporate Controller (Apr 2021–Aug 2022) and remains the company’s principal accounting officer as CFO . Prior to BigBear.ai, he was a Director at MorganFranklin Consulting (now Highspring) from 2019–2021 . BigBear.ai prohibits executive hedging and pledging of company stock, reinforcing alignment with shareholders .
Past Roles
| Organization | Role | Years | Strategic/Disclosure Notes |
|---|---|---|---|
| BigBear.ai | Chief Financial Officer | Oct 14, 2025–present | Appointed CFO; continues as principal accounting officer . |
| BigBear.ai | Interim Chief Financial Officer | Jun 6, 2025–Oct 14, 2025 | Appointed following CFO transition . |
| BigBear.ai | Chief Accounting Officer | Aug 2022–Jun 2025 | Signed multiple SEC filings as principal accounting officer . |
| BigBear.ai | Corporate Controller | Apr 2021–Aug 2022 | Predecessor role prior to CAO . |
| MorganFranklin Consulting (Highspring) | Director | 2019–2021 | Prior experience before joining BigBear.ai . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company board roles disclosed in the CFO appointment 8-K and 2025 proxy executive officer sections reviewed . |
Fixed Compensation
| Component | Amount/Terms | Effective Date | Source |
|---|---|---|---|
| Base Salary (Interim CFO) | $378,298.72 annualized | Jun 6, 2025 | |
| Base Salary (CFO) | $420,000 annualized | Oct 14, 2025 | |
| Benefits | Eligible for company employee benefit plans/programs | Jun 6, 2025; Oct 14, 2025 | |
| Indemnification | Standard company indemnification agreement on file (as prior CAO) | Oct 14, 2025 |
Performance Compensation
Short-Term Incentive (STIP)
| Metric/Plan | Target | Weighting | Actual/Payout | Notes |
|---|---|---|---|---|
| Annual Bonus (CFO) | 100% of base salary | Not disclosed | Not disclosed | Eligibility specified in CFO offer letter; metrics not disclosed . |
| Annual Bonus (Interim CFO) | Not specified in interim offer | — | — | Interim letter granted a separate RSU retention award instead of specifying a cash bonus target . |
Long-Term Incentive (Equity)
| Award Type | Grant Size/Target | Vesting Schedule | Timing | Source |
|---|---|---|---|---|
| Retention RSUs (Interim CFO) | $150,000 target value | 50% on Jun 6, 2026; 50% on Jun 6, 2027 | Granted at interim CFO appointment | |
| Retention RSUs (CFO) | 200,000 RSUs | 50% on 1st anniversary of grant date; 50% on 2nd anniversary | Pursuant to CFO offer letter; grant date referenced in award agreement | |
| Recurring Annual LTI (CFO) | Estimated at 100% of base compensation | Mix at committee discretion (RSUs/PSUs/options/other) | Beginning in 2025, subject to committee approval |
Clawback and risk framework: Compensation Committee is responsible for adopting and overseeing officer compensation recovery policies (Dodd-Frank clawback compliance) .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Beneficial Ownership Listing (as of Apr 28, 2025) | Ricker not listed among directors/NEOs in beneficial ownership table at 291,188,805 shares outstanding . | |
| Beneficial Ownership Listing (as of Sep 30, 2025) | Ricker not listed among directors/NEOs in beneficial ownership table at 435,777,718 shares outstanding . | |
| Hedging/Pledging | Company policy prohibits hedging and pledging for directors, officers, employees . | |
| Ownership Reporting (Section 16) | Company disclosed one late Form 4 for Sean Ricker in 2024 due to administrative error; late filing submitted July 2, 2024 . |
Vesting windows that may be relevant for liquidity events: Jun 6, 2026 and Jun 6, 2027 (interim RSU award), and the first and second anniversaries of the CFO retention grant date (200,000 RSUs) .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| CFO Offer Letter (Oct 9, 2025) | Base $420,000; 100% target bonus; 200,000 RSU retention (50/50 annual vest); recurring annual LTI ~100% of base; benefits eligibility | |
| Interim CFO Offer (Jun 6, 2025) | Base $378,298.72; RSU retention $150,000 (50% vests 6/6/2026; 50% vests 6/6/2027) | |
| Executive Severance Plan (company-wide) | If eligible executive is terminated without Cause or resigns for Good Reason: cash severance equals (Base Salary + Target Bonus) × 1.0 (Tier 1) or 0.5 (Tier 2) outside CoC; during CoC protection period: multiples increase to 2.0 (Tier 1) or 1.0 (Tier 2); health premium benefits likewise for 12–24 months; subject to release and restrictive covenants; 280G cutdown applies . | |
| Restrictive Covenants | Confidentiality, IP, business opportunity, non-solicitation, non-disparagement covenants required for severance benefits . |
Note: Ricker’s specific severance “tier” is not disclosed in the filings reviewed; his 8-K offer letters do not specify severance terms beyond general eligibility for company plans .
Performance & Track Record
| Area | Evidence |
|---|---|
| SEC reporting competency | Signed multiple SEC filings as principal accounting officer (e.g., 8-Ks, S-3/S-3/A) . |
| Leadership progression | Controller → CAO → Interim CFO → CFO in 2021–2025 . |
| Transition dynamics | CFO transition on Jun 6, 2025 (prior CFO departure) with Ricker appointed interim CFO, later permanent CFO Oct 14, 2025 . |
Compensation Structure Analysis
- Cash vs equity mix: Interim package leaned equity-heavy via a $150k RSU retention grant without a disclosed cash bonus target; the permanent CFO package increased fixed cash (base to $420k) and added a 100% target cash bonus plus a 200,000 RSU retention and recurring annual LTI at ~100% of base .
- Metric transparency: The CFO offer letter specifies a 100% bonus target but does not disclose metric weightings or performance goals; no PSU grant was specified at appointment (recurring annual LTI mix at committee discretion) .
- Clawback and risk controls: Company-level clawback policy oversight assigned to the Compensation Committee; hedging/pledging prohibited, reducing misalignment risk .
Risk Indicators & Red Flags
- Section 16 timeliness: One late Form 4 filing in 2024 (administrative error), subsequently corrected on July 2, 2024 .
- Concentrated vesting dates: Cliff vesting on Jun 6, 2026/2027 for the interim RSUs and 1- and 2-year anniversaries for the 200,000 CFO RSUs could concentrate equity settlement windows .
Investment Implications
- Incentive alignment: A 100% bonus target and recurring annual equity (targeted at 100% of base) plus a 200,000-share retention RSU align pay with shareholder outcomes; prohibited hedging/pledging supports alignment .
- Retention: Multi-year RSU cliffs (2026–2027 and CFO grant anniversaries) create meaningful retention hooks during the CFO’s initial tenure .
- Governance/compliance signal: Prior late Form 4 indicates a remediation need in reporting controls, though the company disclosed and corrected it; continued focus on timely insider reporting is warranted .
All information above is taken directly from SEC filings: BigBear.ai DEF 14A (April 29, 2025), Special DEF 14A (October 17, 2025), and 8-Ks (June 6, 2025; October 14, 2025), including referenced exhibits and sections.