Ted Tanner

About Ted Tanner

Ted Tanner is Chief Technology Officer of BigBear.ai, serving since July 10, 2023; he was 60 years old as of April 26, 2024 and previously held senior technology roles at Merative (Global CTO, Watson Health), Apple, Microsoft, and multiple startups acquired by strategic buyers . His incentive design emphasizes product execution and company financial performance, with PSUs tied to ConductorOS development milestones vesting in 2024 and STIP PSUs vesting in early 2025, aligning compensation with delivery and performance outcomes . 2024 total compensation was $1,713,145, down from $3,514,117 in 2023 given front-loaded option and PSU grants upon hiring .

Past Roles

External Roles

Fixed Compensation

Offer letter (July 1, 2023): Base salary $425,000; STIP target 50% of base; upfront time-based LTI $2,000,000 (50% RSUs/50% options); recurring annual grant targeted at 50% of base starting 2024; upfront PSUs $1,000,000 subject to performance metrics; severance via Executive Severance Plan .
Pre-employment consulting agreement (Jan 31, 2023): $500/hour up to $40,000; paid 50% cash/50% stock; confidentiality covenants .

Performance Compensation

Equity Awards Structure and Vesting

Pay-for-Performance Parameters (illustrative disclosures)

2024 Stock Awards include RSUs and PSUs with maximum values assuming highest performance ($724,521 for Tanner’s 2024 PSUs under max performance) .

Equity Ownership & Alignment

Beneficial Ownership Over Time

Vested vs Unvested and Options Status (as of 12/31/2024)

• Hedging and pledging are prohibited for employees, directors, and officers; holding shares in margin accounts or pledging as collateral is disallowed under the Insider Trading Policy .
• Securities authorized under the equity plan: 20,127,859 to be issued upon exercise; weighted-average exercise price $2.12; remaining available 12,345,939; RSUs and PSUs outstanding were 13,829,252 and 2,368,007 units, respectively, as of 12/31/2024 (plan-level context) .

Employment Terms

• Offer letter (7/1/2023): Base salary $425,000; STIP target 50% of base; upfront LTI $2,000,000 (50% RSUs/50% options); recurring annual grant targeted at 50% of base (from 2024); upfront PSUs $1,000,000 subject to performance metrics; eligibility for benefits .
• Executive Severance Plan: Tier 2 executive; outside CIC: 0.5x (base salary + target bonus) plus 6 months health premiums; during CIC protection period: 1.0x (base salary + target bonus) plus 12 months health premiums; payable lump sum or salary continuation at company discretion .
• Good Reason triggers include material reduction in base/target bonus, material diminution in duties, or relocation >50 miles (with cure period) .
• Change-in-control treatment: Unassumed/unsubstituted RSUs and options fully vest at closing; double-trigger vesting within two years post-CIC for RSUs/options upon termination without Cause or resignation for Good Reason; PSUs generally canceled upon termination unless addressed under severance plan; Mrs. Long’s initial options/RSUs had special acceleration; Tanner follows plan terms for RSUs/options .
• Pre-employment Consulting Agreement (1/31/2023): $500/hour up to $40,000; paid 50% cash/50% stock; confidentiality .

Compensation Mix and Trends

Risk Indicators & Red Flags

• Hedging/pledging prohibited (alignment positive; no pledging risk) .
• PSUs lack guaranteed CIC acceleration; are canceled on termination absent severance-plan-specific treatment (payout risk tied to continued service/performance) .
• Beneficial ownership declined by April-to-September 2025 on a 60-day exercisability basis (potentially less near-term option exercisability or dispositions; still <1%) .
• Section 16 compliance noted in 2024 with minor late filings by other insiders; no late filing flagged for Tanner .

Investment Implications

• Equity-heavy incentives with multi-track PSUs (product milestones and financial goals) and long, quarterly vesting of RSUs/options through mid-2027 create continuing alignment but also recurring potential selling pressure around quarterly vest dates; options at $2.09 strike expiring 2033 add longer-dated exposure .
• Severance economics are moderate for a Tier 2 executive (0.5x outside CIC; 1.0x in CIC) and use double-trigger acceleration for RSUs/options, tempering golden parachute risk while preserving retention; PSUs’ forfeiture risk reinforces performance discipline .
• 2024 compensation normalization from 2023 sign-on peak suggests lower near-term dilution from new options and continued reliance on RSUs/STIP PSUs tied to corporate performance and product delivery, reinforcing execution focus on ConductorOS and annual targets .
• Ownership remained <1% across periods; policy bans pledging/hedging (alignment positive), but the September 2025 beneficial ownership level implies limited near-term voting stake or exercisable options within 60 days, keeping most alignment in unvested/longer-dated equity .