Peter Cannito
About Peter Cannito
- Chairman, Chief Executive Officer and President of Redwire; director since September 2021; President since December 2022; age 52 as of April 4, 2025 .
- Background: Former CEO of Polaris Alpha (2016–2018), prior executive roles at EOIR Technologies and Booz Allen Hamilton; Operating Partner at AE Industrial Partners since June 2019; U.S. Marine Corps officer; B.S. Finance (University of Delaware), MBA (University of Maryland) .
- Board service: Serves as Chair of Redwire’s Board (combined CEO/Chair; no lead independent director) and is not on Board committees .
- External board: Director and Chairman of BigBear.ai (NYSE: BBAI) since December 2021 .
- Performance-linked equity: Long-term incentives heavily tied to stock price via performance-based RSUs with $5 (target, 100%) and $7 (max, 200%) share-price hurdles for 2025 and 2026 cycles; Redwire’s stock closed at $16.46 on 12/31/2024 (last trading day of 2024), above the $7 max hurdle, requiring proxy disclosure of maximum payout value for those awards (final vesting depends on year-end prices) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Polaris Alpha | Chief Executive Officer | 2016–2018 | Led defense/IC systems provider; operating leadership experience in national security tech |
| EOIR Technologies | CEO/COO (executive roles) | Prior to 2016 | Ran mission-focused engineering organization supporting defense customers |
| Booz Allen Hamilton | Led software/systems engineering team | Prior to EOIR | Oversaw teams on critical defense and intelligence programs |
| AE Industrial Partners | Operating Partner | Since 2019 | Portfolio/operational oversight in aerospace/defense investments |
| U.S. Marine Corps | Officer | Prior period | Leadership/discipline; relevant for gov’t contracting culture |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| BigBear.ai (NYSE: BBAI) | Director; Chairman | Since Dec 2021 | AI/analytics peer exposure and network |
| Board of a Redwire customer (name not disclosed) | Director | 2023–2024 | Related-party customer revenue $1.0m (2023), $1.4m (2024) |
Board Governance
- Structure and independence: 9-member classified Board; CEO serves as Chairman; no lead independent director; majority independent directors under NYSE rules .
- Committee composition: Audit (Chair Kornblatt; members Bolton, Brothers), Compensation (Chair Konert; members Bolton, Daniels), Nominating & Governance (Chair Daniels; members Konert, Kornblatt). Cannito is not a member of any committee .
- Meetings and attendance: In 2024, Board held 11 meetings; Audit 4, Compensation 3, Nominating & Governance 4; each director attended at least 75% of applicable meetings; independent director executive session held at least once .
- Dual-role implications: Board explicitly chose combined CEO/Chair for continuity and strategy oversight; absence of lead independent director noted in governance disclosure .
- Shareholder influence: AE Industrial Partners and Bain Capital have director nomination rights per Investor Rights Agreement and Bain Investment Agreement; GNPK relinquished its rights in July 2024 .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $425,000 | $442,308 |
| Target Annual Bonus (% of salary) | 100% (Cannito) | 100% (unchanged) |
| Actual Annual Bonus Paid ($) | $560,601 | $296,103 |
- 2025 actions: Base salary increased to $699,000 effective with the Edge Autonomy acquisition closing; 2025 target bonus remains 100% of salary .
Performance Compensation
Annual Bonus (Short-Term Incentive)
| Element | 2023 | 2024 | Notes |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation ($) | $560,601 | $296,103 | Company does not disclose specific annual bonus metrics/weightings for NEOs in proxies (emerging growth company disclosure format) . |
Long-Term Equity Awards (Structure and Metrics)
| Grant Type | Grant Date | Shares/Units | Vesting | Performance Metric | Notes |
|---|---|---|---|---|---|
| Stock Options | 9/2/2021 | 300,000 (exercisable) | Time-based; 3-year ratable; $10.03 strike; exp. 9/2/2031 | N/A | In-the-money vs $16.46 close on 12/31/2024 |
| Stock Options | 7/1/2022 | 113,333 (exerc.), 56,667 (unexerc.) | Time-based; 3-year ratable; $3.13 strike; exp. 7/1/2032 | N/A | In-the-money vs $16.46 |
| Time-based RSUs | 7/1/2022 | 28,333 unvested | 33.33% each anniversary (3 tranches) | N/A | Remaining tranche(s) subject to continued employment |
| Time-based RSUs | 7/3/2023 | 85,000 unvested | 33.33% each anniversary (3 tranches) | N/A | Subject to continued employment |
| Performance RSUs (PSUs) | 7/3/2023 | 127,500 target | Cliff vest 12/31/2025 | Stock price on 12/31/2025: $5=100%, $7+=200% (straight-line interpolation) | At 12/31/2024 $16.46 closed price triggered max reporting in proxy (actual payout depends on 12/31/2025) |
| Time-based RSUs | 7/11/2024 | 168,750 unvested | 33.33% each anniversary (3 tranches) | N/A | Subject to continued employment |
| Performance RSUs (PSUs) | 7/11/2024 | 168,750 target | Cliff vest 12/31/2026 | Stock price on 12/31/2026: $5=100%, $7+=200% (straight-line interpolation) | At 12/31/2024 $16.46 closed price triggered max reporting in proxy (actual payout depends on 12/31/2026) |
PSU metric design explicitly ties payouts to multi-year share price hurdles, with 0% below $3, 100% at $5, and 200% at $7+ for each cycle; cliff vesting requires continued service through measurement date .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 597,430 shares; includes options exercisable for 413,333 shares; <1% of outstanding |
| Vested vs. Unvested (high-level) | Mix of vested options (e.g., 2021, 2022 tranches) and unvested time-based RSUs (2022–2024 grants) plus unvested PSUs (2023, 2024 grants) as of 12/31/2024 |
| Options Profile | Strikes at $10.03 (exp. 2031) and $3.13 (exp. 2032); in-the-money vs $16.46 at 12/31/2024 |
| Class P Units (Holdings) | Legacy tranche II Class P Units vest only upon a defined “Sale of the Company” with performance triggers; no other acceleration; option-like economics but no exercise price |
| Hedging/Pledging | Company prohibits hedging transactions and pledging/margin of company stock for directors/officers/employees |
| Ownership Guidelines | Not disclosed in proxy for executives (no stated multiple) . |
Vesting cadence and potential selling pressure:
- Time-based RSUs from 7/11/2024 vest in equal annual installments on 7/11/2025, 7/11/2026, 7/11/2027 (subject to continued employment) .
- 7/3/2023 RSUs vest on 7/3/2024, 7/3/2025, 7/3/2026; unvested balance shown at 12/31/2024 .
- PSUs are cliff-vesting on 12/31/2025 and 12/31/2026, creating potential tax-related sales at vest if earned .
Employment Terms
- Offer letter terms: Initial base salary $300,000; target annual bonus 50% of salary .
- 2025 salary/bonus targets: Salary raised to $699,000 (post Edge Autonomy closing); target bonus remains 100% of salary .
- Severance: Offer letter does not provide severance upon termination; no individual severance multiple disclosed for Cannito .
- Change-in-control equity treatment: For NEO equity (including Cannito), 100% vesting upon death/disability; double-trigger acceleration if terminated without Cause within 24 months post-Change in Control; full vesting if awards are not assumed in a Change in Control .
- Clawback: Company-wide incentive compensation recovery policy for accounting restatements; equity awards are subject to clawback .
- Hedging/pledging: Prohibited for officers (see alignment section) .
Related Party Transactions and Shareholder Influence
- Customer board overlap: Cannito and director Konert served on the board of a current customer; Redwire recorded related-party revenue of $1.4m (2024) and $1.0m (2023); outstanding receivables < $0.1m at 12/31/2024 .
- Investor Rights and designation: AE Industrial Partners holds significant equity and has director nomination rights; Bain Capital has one Board designee right; GNPK relinquished rights in July 2024 .
- Preferred Stock terms (Bain/AE): Convertible at initial $3.05 per share; PIK dividends permitted; senior liquidation preference; holders vote on an as-converted basis; mandatory conversion upon market cap/profitability thresholds .
Director Compensation (as it relates to dual roles)
- Executive directors (Cannito as CEO/Chair) do not receive additional director fees; director compensation table covers non-employee directors only .
- Director retainers and equity grants for 2025 set at $100,000 cash and $150,000 in RSUs (one-year vest); committee retainers as disclosed .
Investment Implications
- Pay mix and alignment: 2024 equity grants ($3.394m) substantially exceeded base salary ($442k), signaling heavy at-risk, equity-oriented pay; PSU design directly ties vesting to multi-year stock price outcomes with cliffs through 2025–2026, reinforcing long-term alignment and creating event-driven vesting dates that may influence trading flows at measurement periods .
- Retention and turnover risk: No individual severance benefits in Cannito’s offer letter; however, substantial unvested equity (time-based RSUs and PSUs) and double-trigger CIC protection act as retention mechanisms; absence of cash severance may elevate departure risk relative to peers if equity value declines .
- Near-term vesting/supply: Time-based RSUs vest annually on grant anniversaries (notably 7/3 and 7/11 cycles); PSUs cliff on 12/31/2025 and 12/31/2026; vest events can create withholding-related sales and incremental float around these dates .
- Governance considerations: Combined CEO/Chair without a lead independent director alongside major shareholder nomination rights concentrates leadership and investor influence; committees remain fully independent under NYSE rules and executive sessions occur, partially mitigating independence concerns .
- Conflicts oversight: Disclosure of customer board overlap and related-party revenues underscores the importance of Audit Committee oversight; policy in place for related-party transactions .
All data sourced from Redwire Corporation DEF 14A (2025, 2024) and related sections as cited above.