Kirk Konert
About Kirk Konert
Independent director since September 2021; age 38 as of April 4, 2025. Managing Partner at AE Industrial Partners (Managing Partner since Dec 2023; Partner since Oct 2019; Principal since Aug 2014), and director at BigBear.ai, where he chairs the Compensation Committee. Education: Davidson College (undergraduate). At Redwire, he chairs the Compensation Committee and serves on the Nominating & Corporate Governance Committee. The Board has determined he is independent under NYSE rules and Rule 10A-3 for applicable committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AE Industrial Partners | Principal; Partner; Managing Partner | Principal since Aug 2014; Partner since Oct 2019; Managing Partner since Dec 2023 | Private equity investor; portfolio company oversight relevant to RDW governance and comp processes |
| Sun Capital Partners | Senior Associate | Jul 2011–Jul 2014 | Buyout investing experience; portfolio management background |
| Redwire Holdings (pre-Business Combination) | Director | Mar 2020–Sep 2021 | Governance continuity into RDW public board |
External Roles
| Company | Role | Committees | Tenure |
|---|---|---|---|
| BigBear.ai (NYSE:BBAI) | Director | Compensation Committee Chair | Since 2021 |
Board Governance
- Classified board; Konert is Class I (term ending at 2025 Annual Meeting; nominated for term expiring 2028). Board size nine. Majority independent; all standing committees composed entirely of independent directors under NYSE bright-line rules; Audit Committee also independent under Rule 10A-3. The Board does not have a lead independent director.
- Executive sessions: non-management met periodically; independent directors met separately at least once in 2023.
- Attendance: In 2023, each director attended at least 75% of Board and applicable committee meetings; Konert did not attend the 2023 Annual Meeting.
- Election results (2025 Annual Meeting): 75,960,783 votes for; 4,473,789 withheld; 16,282,370 broker non-votes. Lower “for” relative to peers may reflect investor scrutiny.
| Committee Composition | 2024 (as of Apr 11, 2024) | 2025 (as of Apr 4, 2025) |
|---|---|---|
| Compensation | Chair (Konert) | Chair (Konert) |
| Nominating & Corporate Governance | Member (Konert) | Member (Konert) |
| Audit | Not a member | Not a member |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $75,000 (2024); increased to $100,000 effective Mar 6, 2025 | Policy updated Mar 6, 2025 |
| Committee chair/member retainers | Comp Chair: $20,000; Comp Member: $10,000; Nominating Chair: $15,000; Nominating Member: $7,500; Audit Chair: $30,000; Audit Member: $15,000 | Policy unchanged since Business Combination |
| Konert 2024 fees earned (cash) | $102,500 | Matches $75,000 base + $20,000 Comp Chair + $7,500 Nominating Member |
- Assignment arrangements: Konert has transferred all beneficial interest in his Board fees to AE Industrial Partners, LP (“AE”).
Performance Compensation
| Equity Component | 2024 Grant Date Fair Value | Vesting | 2025 Policy Change |
|---|---|---|---|
| Non-employee director RSUs | $100,002 | Vests on one-year anniversary, subject to continued Board service | Annual RSU grant to increase to ~$150,000 in 2025 |
- Change-of-control: Outstanding director RSUs become fully vested upon Change of Control, subject to continued service through the date.
- Clawback: Board-adopted Clawback Policy for erroneous incentive compensation; Compensation Committee administers. Equity awards under the 2021 Plan are subject to the Clawback Policy.
Other Directorships & Interlocks
| Entity | Relationship | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Customer A (name not disclosed) | Konert and Cannito serve on customer’s board | Related party revenue: $1.0m; AR: $0m | Related party revenue: $1.4m; AR: < $0.1m | Governance disclosure of customer board interlock |
| Customer B (AE-controlled) | AE Industrial acquired majority interest; Konert joined customer’s board | Related party revenue: $8.3m; AR: $4.8m | Related party revenue: $9.1m; AR: $0.7m | AE is RDW principal shareholder; heightened conflict potential |
Expertise & Qualifications
- Private equity portfolio governance and compensation oversight; experience as AE Industrial Partners Managing Partner and prior buyout roles.
- Current chair of RDW’s Compensation Committee and chair of BigBear.ai’s Compensation Committee, indicating deep comp governance experience.
- Undergraduate degree from Davidson College.
Equity Ownership
| Holder | Shares Beneficially Owned (Common) | % Outstanding | Preferred Stock Beneficially Owned | Voting Power |
|---|---|---|---|---|
| Kirk Konert | — | <1% | — | <1% |
- Footnotes: AE Partners and affiliates beneficially own 51,727,710 shares of Common (44.4%) and 40,164.54 shares of Preferred (37.5%); disclosure includes 20,921 RSUs vesting within 60 days held of record by Konert for AE’s benefit.
- Assignment arrangements: Konert transferred all beneficial interest in his Board RSUs to AE.
- Hedging/Pledging: Company policy prohibits hedging and pledging by directors; applies firmwide.
Governance Assessment
- Committee leadership and independence: Konert chairs the Compensation Committee and sits on Nominating & Corporate Governance; Board determined he is independent under NYSE rules. This supports governance process rigor.
- Attendance: Minimum 75% attendance met in 2023; non-attendance at the 2023 Annual Meeting is a minor negative signal for engagement.
- Director pay structure: Increased cash retainer ($100k) and higher RSU grant ($150k in 2025) improves director pay competitiveness; RSUs time-vest rather than performance-vested, limiting explicit alignment to outcomes but standard for directors; robust clawback and CoC vesting clarity.
- Ownership alignment: Konert personally shows no beneficial ownership; his board compensation and RSUs are assigned to AE, while AE is RDW’s largest shareholder. Alignment is primarily through AE’s stake rather than personal holdings.
- Shareholder support: 2025 election “for” votes at 75.96m with 4.47m withheld—meaningfully higher withheld vs a peer nominee (Isham), which may reflect investor sensitivity to conflicts; still comfortably re-elected.
RED FLAGS
- Related-party transactions: AE-controlled and other customer board interlocks coinciding with material related-party revenue ($9.1m in 2024; $8.3m in 2023) and receivables, raising potential conflict-of-interest concerns despite Audit Committee oversight.
- Personal ownership/compensation assignment: No reported personal beneficial ownership; assignment of director compensation and RSUs to AE reduces individual “skin in the game” while reinforcing AE’s influence.
- Annual meeting attendance: Did not attend 2023 Annual Meeting.
Director Compensation (Detail)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total Compensation ($) |
|---|---|---|---|
| Kirk Konert | $102,500 | $100,002 | $202,502 |
- RSU vesting: one-year anniversary; ASC 718 valuation; 2024 aggregate directors’ grant-date fair value $638,368.
- Policy: 2025 RSU grant value increased to $150,000; cash retainer increased to $100,000.
Other Signals
- Committee charters: Compensation Committee retains independent advisors and conducts independence assessments per NYSE rules; reviews director compensation and CD&A content.
- Controlled company status: Not currently controlled; majority independent board and independent committees; may rely on exemptions if status changes in future.
Summary Implications for Investors
- Strong committee leadership and formal independence determinations support process quality; however, AE-linked interlocks and assigned compensation concentrate alignment with AE rather than with dispersed shareholders.
- Elevated withholds in 2025 vote suggest some shareholder concern, likely around conflicts/interlocks; continued transparent Audit Committee oversight of related-party transactions is critical.