Dorothy Hayes
About Dorothy D. Hayes
Dorothy D. Hayes joined Redwire’s Board as an independent director effective October 3, 2025. She is a former senior finance executive at Intuit, Agilent Technologies, Hewlett‑Packard, and Apollo Computer, and she brings deep expertise in audit, risk management, corporate governance, and financial controls. Hayes also serves on the board of BigBear.ai and chairs its Audit Committee . At appointment, she filed a Form 3 reporting no securities beneficially owned .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intuit | Executive (finance/controls) | Not disclosed | Audit, risk, governance expertise |
| Agilent Technologies | Executive (finance/controls) | Not disclosed | Audit, risk, governance expertise |
| Hewlett‑Packard | Executive (finance/controls) | Not disclosed | Audit, risk, governance expertise |
| Apollo Computer | Executive (finance/controls) | Not disclosed | Audit, risk, governance expertise |
External Roles
| Company | Role | Committees |
|---|---|---|
| BigBear.ai (NYSE:BBAI) | Director | Audit Committee Chair |
Board Governance
- Appointment and class: Appointed to fill a vacancy on October 3, 2025; serving as a Class II director with term expiring at the 2026 Annual Meeting .
- Independence: Appointed as an independent director .
- Committee assignment: Expected to serve on Redwire’s Audit Committee .
- Indemnification: Entered into Redwire’s standard Director & Officer Indemnification Agreement upon appointment .
- Lead independent director: Redwire does not have a lead independent director .
- Attendance context: In 2024, the Board held 11 meetings; each director attended at least 75% of Board and committee meetings during their tenure, and independent directors held executive session(s) at least once; Hayes joined in 2025 so her attendance is not yet disclosed .
Fixed Compensation
Redwire’s non‑employee director policy (as of March 6, 2025) provides:
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Increased from $75,000 on Mar 6, 2025 |
| Audit Committee Chair | $30,000 | Annual retainer |
| Audit Committee Member | $15,000 | Annual retainer |
| Compensation Committee Chair | $20,000 | Annual retainer |
| Compensation Committee Member | $10,000 | Annual retainer |
| Nominating & Governance Chair | $15,000 | Annual retainer |
| Nominating & Governance Member | $7,500 | Annual retainer |
Hayes will be paid in accordance with the non‑employee director policy; any pro‑ration for partial‑year service was not specified in filings .
Performance Compensation
| Equity Component | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSUs for directors | $150,000 in 2025 | Full vest on first anniversary of grant, subject to continued service | None disclosed for directors (time‑based only) |
- Change‑of‑control: Outstanding RSUs held by non‑employee directors become fully vested upon a change of control, subject to continued service through the date .
Other Directorships & Interlocks
| Interlock/Overlap | Detail | Implication |
|---|---|---|
| BigBear.ai | Hayes chairs BigBear.ai’s Audit Committee; Redwire’s CEO/Chair Peter Cannito is Chairman and director at BigBear.ai | Information flow/interlock to monitor; not a related‑party transaction per Redwire’s 8‑K disclosure (no Item 404(a) transactions known) |
Expertise & Qualifications
- Audit and financial controls; corporate governance; risk management (recognized expert) .
- Public company board experience (BigBear.ai Audit Chair) .
- Large‑cap tech/industrial finance leadership (Intuit, Agilent, HP) .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership at appointment | Form 3 filed Oct 14, 2025: “No securities are beneficially owned.” |
| Hedging/Pledging | Company prohibits hedging and pledging by directors, officers, employees |
| Director equity program | Annual RSU grant (time‑based vesting, see above) |
Insider Filings
| Form | Date of Event | Filed | Key Disclosure |
|---|---|---|---|
| Form 3 | Oct 3, 2025 | Oct 14, 2025 | Initial statement; no securities beneficially owned |
Governance Assessment
- Strengths
- Adds an independent audit expert with extensive finance and governance background; expected Audit Committee seat enhances financial oversight .
- No related‑party transactions identified with Hayes at appointment (Item 404(a) clean) .
- Director compensation is balanced between cash and equity with one‑year RSU vesting; hedging/pledging prohibited, supporting alignment .
- Watch items
- Board interlock with BigBear.ai (Hayes as BBAI Audit Chair; Redwire CEO is BBAI Chairman) warrants monitoring for potential perceived conflicts or cross‑board influence; ensure robust recusal and independence practices for any overlapping matters .
- Attendance and engagement metrics for Hayes will be assessable in the next proxy; not yet disclosed due to recent appointment .
Related‑Party/Conflict Check
- Company disclosure at appointment indicates the Company is not aware of related transactions or relationships requiring Item 404(a) disclosure for Hayes .
- Redwire maintains an RPT policy with Audit Committee oversight for related‑party transactions .
Board Context (for investor situational awareness)
- 2025 board refresh included multiple resignations/appointments around Edge Autonomy transaction; governance framework remains with fully independent Audit, Compensation, and Nominating & Governance committees .