Jonathan Baliff
About Jonathan Baliff
Jonathan E. Baliff (61) is Redwire’s Chief Financial Officer (CFO) and a Class II director, serving as CFO since June 2022 and on the Board since September 2021 . He is a former CEO of Bristow Group (2014–2019) and CFO (2010–2014), EVP Strategy & Corporate Development at NRG (2007–2010), and Managing Director at Credit Suisse (1997–2008); he previously served as a U.S. Air Force officer and aviator (1981–1993) . He holds a B.S. in Aerospace Engineering (Georgia Tech) and an M.S. in Foreign Service (Georgetown) . Redwire’s long-term incentives for Baliff include performance-based RSUs tied to multi-year stock price outcomes ($3/$5/$7 thresholds), aligning pay with shareholder returns; time-based RSUs and options vest over three years, and awards accelerate under specific termination/change-in-control scenarios .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bristow Group (NYSE:VTOL) | CFO; later President & CEO | 2010–2014; 2014–2019 | Led through industry downcycle; despite the 2014 oil price collapse, Bristow continued revenue growth while peers’ revenues fell ~10% annually and many filed for bankruptcy . |
| NRG (NYSE:NRG) | EVP Strategy & Corp. Development | 2007–2010 | Led corporate strategy, organic growth, and M&A . |
| Credit Suisse | Managing Director, Investment Banking | 1997–2008 | Advised on capital markets and transactions . |
| U.S. Air Force | Officer & aviator (F-4 Phantom) | 1981–1993 | Operational leadership and technical aviation experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Genesis Park (private investment firm) | Operating Partner | Since Mar 2020 | Principal sponsor experience; capital markets and SPAC/merger expertise . |
| Genesis Park Acquisition Corp (NYSE:GNPK) | President & CFO | Pre-Redwire Business Combination | SPAC leadership prior to Redwire merger closing in Sept 2021 . |
| Texas Capital Bancshares (NASDAQ:TCBI) | Director & Audit Committee member | Since 2017 | Ongoing board-level oversight; audit discipline . |
Fixed Compensation
Multi-year pay mix shows growing equity emphasis with modest cash levels, aligning with emerging growth/smaller reporting company disclosures.
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $400,000 | $417,308 |
| Nonequity Incentive Plan Compensation ($) | $386,587 | $209,697 |
| Other Compensation ($) | $36,755 | $24,060 |
| Total ($) | $1,343,542 | $3,054,833 |
| Other Compensation Detail | 401(k) match $12,572; housing/car allowance $10,260 (2023) | 401(k) match $13,800; housing/car allowance $10,260 (2024) |
2025 updates: Base salary increased to $480,000 effective April 6, 2025; target annual bonus maintained at 75% of salary .
Performance Compensation
Performance-based RSUs (PSUs) convert based on the Redwire closing stock price at the end of the 3-year period; time-based RSUs vest one-third annually; options vest one-third annually.
| Incentive Type | Metric | Targets/Thresholds | Payout | Vesting |
|---|---|---|---|---|
| Performance RSUs (granted 2023) | Stock price at 12/31/2025 | 0% ≤ $3; 100% at $5; 200% ≥ $7; straight-line between $3–$7 | 0–200% of granted units | 12/31/2025, subject to continued employment |
| Performance RSUs (granted 2024) | Stock price at 12/31/2026 | 0% ≤ $3; 100% at $5; 200% ≥ $7; straight-line between $3–$7 | 0–200% of granted units | 12/31/2026, subject to continued employment |
| Time-based RSUs | Service-based | 33.33% yr 1; 33.33% yr 2; 33.34% yr 3 | N/A (service) | Annual on grant anniversaries |
| Stock Options | Service-based | 33.33% yr 1; 33.33% yr 2; 33.34% yr 3 | N/A (service) | Annual on grant anniversaries |
Clawback and policies: A Dodd-Frank compliant clawback policy applies to incentive compensation upon a restatement; awards under the 2021 Plan are subject to recoupment . Hedging and pledging are prohibited; 10b5‑1 sell‑to‑cover plans are permitted within defined rules .
Equity Ownership & Alignment
Beneficial ownership and outstanding awards indicate significant alignment via equity and option exposure.
| Category | Detail |
|---|---|
| Beneficial Common Shares | 1,277,113 shares; includes 370,690 warrants exercisable and 76,000 stock options exercisable (as of 4/4/2025) . |
| Ownership % of Common | ~1.1% . |
| Options (Exercisable/Unexercisable) | 76,000 exercisable; 38,000 unexercisable; strike $3.13; expiration 7/1/2032 . |
| Time-based RSUs (Unvested) | 19,000 (7/1/2022 grant; market value $312,740 at $16.46) ; 60,000 (7/3/2023; $987,600) ; 119,531 (7/11/2024; $1,967,480) . |
| Performance RSUs (Unearned) | 90,000 (vesting 12/31/2025; payout value $2,962,800 at max based on $16.46) ; 119,531 (vesting 12/31/2026; payout value $3,934,961 at max) . |
| Price reference | $16.46 closing price on 12/31/2024 used for market/payout values . |
| Pledging/Hedging | Prohibited under Insider Trading Policy and Company policy disclosure . |
| Trading controls | Pre-clearance and quarterly blackout windows apply; 10b5-1 rules with cooling-off periods and limits on single-trade/overlapping plans . |
Employment Terms
- Agreement: Employment agreement effective June 1, 2022; initial term through June 1, 2025 with automatic 12-month renewals unless non-renewed; perpetual confidentiality/non-disparagement; 12-month non-compete and non-solicit post-employment .
- Base/Bonus: Initial base $380,000 (to $400,000 after one year); target annual bonus 75% of base .
- Initial equity: 57,000 RSUs and 114,000 stock options under 2021 Plan, vesting one-third annually; initial target annual equity award for 2023 of 300% of base salary .
- Severance (no CoC): 12 months base plus 1x target bonus; COBRA differential; pro-rata annual bonus based on actual performance; unvested equity remains outstanding and eligible to vest during the 12-month Severance Period (subject to plan terms) .
- Severance (within 12 months after CoC): Lump sum 18 months base plus 1.5x target bonus; unvested equity vests on termination date; performance awards deemed earned at target .
- Equity acceleration (Plan): Death/disability → 100% vesting; CoC where awards not assumed → full vesting; termination without cause within 24 months after CoC → full vesting .
- Clawback: Incentive compensation subject to recoupment for restatements .
Compensation Structure Analysis
- Year-over-year cash vs equity mix: 2024 stock awards rose materially ($2.40M in 2024 vs $0.52M in 2023), indicating increased reliance on equity incentives to align with performance and retention .
- Shift to RSUs/PSUs: Performance RSUs with share-price hurdles (0–200%) emphasize TSR-linked outcomes; time-based RSUs continue three-year vesting cadence .
- Guaranteed vs at-risk pay: Target bonus held at 75%; PSUs are fully at-risk with share-price thresholds; severance includes multiples but coupled with double-trigger CoC mechanics .
- Option repricing/modification: Company states no option-like grants timed around MNPI since 2022; Board would evaluate timing if options were granted in the future .
Vesting Schedules & Insider Selling Pressure
- Time-based RSUs and options vest one-third annually on grant anniversaries (e.g., 7/1/2022; 7/3/2023; 7/11/2024), creating periodic liquidity events; sell‑to‑cover plans are permitted under Rule 10b5‑1, which may lead to sales around vesting dates to satisfy withholding taxes .
- PSUs: Large potential conversions on 12/31/2025 (90,000 units) and 12/31/2026 (119,531 units) subject to stock price outcomes, which could add supply if earned and settled; trading is subject to blackout, pre‑clearance, and 10b5‑1 cooling-off rules .
Expertise & Qualifications
- Technical and financial expertise: Aerospace engineering, investment banking, corporate strategy, and public-company CEO/CFO experience .
- Board service: Director and Audit Committee member at Texas Capital Bancshares since 2017 .
- Certifications: As principal financial officer, signed SOX 302 and 906 certifications on the 2024 Form 10-K .
Risk Indicators & Red Flags
- Litigation: Company settled a securities class action (preliminary court approval; $8.0M accrual, $1.0M anticipated insurance recovery), and faces ongoing derivative litigation naming Baliff among others; company denies allegations; derivative case in early discovery .
- Material weaknesses: Company identified internal control deficiencies historically; the SEC matter from 2021 was closed in 2023; ongoing risk factor disclosures persist .
- Pledging/Hedging: Strictly prohibited, reducing misalignment risk .
Compensation Committee & Governance
- Committee composition (as of April 4, 2025): Compensation Committee—Kirk Konert (Chair), John S. Bolton, Les Daniels; fully independent under NYSE rules .
- Consultant: Willis Towers Watson provided market data, peer group advice, and incentive plan design input in 2024 .
- Board classification: Baliff is a Class II director with term expiring at the 2026 annual meeting .
- Director status: As an executive, Baliff is not an independent director .
Investment Implications
- Alignment: Significant at-risk PSUs tied to multi-year stock price thresholds, plus ongoing RSU/option vesting, align Baliff’s incentives with shareholder returns and retention; hedging/pledging prohibitions strengthen alignment .
- Retention risk: Double-trigger severance and equity acceleration under change-in-control reduce departure risk amid strategic transactions; standard severance provides downside protection without excessive golden parachutes .
- Trading signals: PSU vesting dates (12/31/2025, 12/31/2026) and annual RSU anniversaries are potential supply events, moderated by blackout windows and 10b5‑1 constraints; monitor Form 4 filings near these dates for sell‑to‑cover or discretionary sales .
- Execution track record: Prior leadership through industry downturns (Bristow) and deep financing/strategy experience suggest capability in scaling and capital discipline; litigation overhangs appear ring-fenced with settlement progress but merit monitoring for residual governance risk .