Ray Wallander
About Ray Wallander
Raphael (“Ray”) Thomas Wallander joined Redwire’s Board on July 11, 2025 as a Class III director with a term expiring at the 2027 Annual Meeting; he entered into Redwire’s standard Director & Officer Indemnification Agreement and will be compensated under the non‑employee director policy . Wallander is Owner, Chairman, and CEO of Maxwell Bay Advisors (independent director services/consulting), with prior roles as Corporate Counsel, Principal, and General Counsel at Wayzata Investment Partners; he previously served on the boards of Barnes & Noble Education (NYSE:BNED) and F45, and holds a JD and BA from the University of Minnesota . His appointment was made in connection with Bain’s Investment Agreement, reflecting investor designation rights; age not disclosed in filings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maxwell Bay Advisors, LLC | Owner, Chairman, CEO | Since April 2018 | Platform for independent director services; governance advisory |
| Wayzata Investment Partners, LLC | Corporate Counsel; Principal; General Counsel | Since 2007 | Legal and investment oversight at SEC-registered adviser |
| Barnes & Noble Education (NYSE:BNED) | Director | Prior to 2025 (dates not specified) | Not disclosed |
| F45 | Director | Prior to 2025 (dates not specified) | Not disclosed |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Maxwell Bay Advisors, LLC | Owner/Chairman/CEO | Private | Independent director services and consulting platform |
| Barnes & Noble Education (NYSE:BNED) | Former Director | Public | Prior directorship; no current interlock disclosed with Redwire |
| F45 | Former Director | Public | Prior directorship; no current interlock disclosed with Redwire |
Board Governance
- Appointment: Class III director, term to 2027 Annual Meeting; compensated per non‑employee director policy; indemnification agreement executed .
- Committee assignments: Not disclosed for Wallander in subsequent filings as of November 2025 .
- Independence: Board classification for Wallander not disclosed; prior Bain designee (Michael Bevacqua) was deemed independent in 2025 proxy, indicating Board can classify investor designees as independent; Wallander’s independence status is not stated post‑appointment .
- Board structure and practices: No lead independent director; executive sessions of independent directors held at least once in 2024; Board met 11 times in 2024; each director attended ≥75% of meetings during their tenure; attendance data for Wallander (appointed mid‑2025) not disclosed .
- Classified board: Three classes with staggered terms; Class III terms expire at 2027 meeting .
Fixed Compensation
| Component | Amount/Terms | Vesting/Conditions |
|---|---|---|
| Annual cash retainer | $100,000 effective March 6, 2025 | Paid quarterly; non‑employee directors |
| Committee chair fees | Audit: $30,000; Compensation: $20,000; Nominating/Gov: $15,000 | Annual; role‑based |
| Committee member fees | Audit: $15,000; Compensation: $10,000; Nominating/Gov: $7,500 | Annual; membership‑based |
| Equity grant (RSUs) | $150,000 grant date fair value in 2025 (prior $100,000 in 2024) | Vests 1 year from grant; accelerates on change of control |
| Indemnification | Standard D&O Indemnification Agreement | Executed at appointment |
Wallander will be “paid in accordance with the Company’s non‑employee director compensation policy,” implying eligibility for the above cash and RSU components; specific grant date/amount for his 2025 RSUs is not disclosed .
Performance Compensation
| Metric | Applies to Director RSUs? | Details |
|---|---|---|
| TSR percentile | No | No performance metrics disclosed for non‑employee director RSUs; annual RSUs are time‑based with one‑year vest |
| Revenue/EBITDA targets | No | Not applicable to director compensation |
| ESG goals | No | Not disclosed for directors |
Other Directorships & Interlocks
| Company | Relationship to Redwire | Potential Interlock/Conflict |
|---|---|---|
| BNED (NYSE:BNED) | None disclosed | Prior board role; no Redwire dealings disclosed |
| F45 | None disclosed | Prior board role; no Redwire dealings disclosed |
| Bain Capital Credit (BCCR) | Major investor; appointing rights | Wallander appointed per Bain Investment Agreement; Company reports no Item 404(a) related transactions for him at appointment |
Expertise & Qualifications
- Legal/governance expertise from Wayzata (Corporate Counsel/General Counsel) and independent director practice at Maxwell Bay Advisors .
- Boardroom experience across public and private companies; prior BNED and F45 directorships .
- Education: JD and BA, University of Minnesota .
Equity Ownership
| Item | Status |
|---|---|
| Initial Section 16 setup | Power of Attorney filed July 8, 2025 for Forms 3/4/5 |
| Form 3 holdings | Not located in available filings; current beneficial ownership not disclosed [Search attempted; no result] |
| Shares pledged as collateral | Prohibited by Company policy; hedging also prohibited |
| Ownership guidelines | Not disclosed for directors in 2025 proxy; RSU grants annual and time‑based |
| Beneficial ownership % | Not disclosed for Wallander; group beneficial ownership table did not list him as of April 4, 2025 (pre‑appointment) |
Governance Assessment
- Investor designation and influence: Wallander’s appointment was made “in connection with” Bain’s Investment Agreement, indicating investor influence on board composition; similar rights exist for AE Industrial and Edge Autonomy under the Amended & Restated Investor Rights Agreement (June 13, 2025) . RED FLAG: Heightened risk of investor‑aligned decision‑making versus minority shareholder preferences.
- Board independence and leadership: The Board had no lead independent director and is classified/staggered, which can reduce accountability; however, committees were entirely independent as of 2024 per NYSE and SEC rules . Neutral signal with structural entrenchment risk.
- Related‑party ecosystem: Company disclosed related‑party revenues with entities linked to AE Industrial and board members Cannito/Konert, but reported no Item 404(a) related transactions for Wallander at appointment . Monitor future filings for any Bain‑related transactions.
- Director pay mix alignment: Cash retainer ($100k) plus annual RSUs ($150k in 2025) create moderate equity alignment; director RSUs time‑vest and accelerate on change‑of‑control, which can incentivize sale outcomes . Neutral–slightly pro‑sale alignment.
- Compliance protections: Hedging/pledging prohibited, and equity awards subject to Company clawback policy, supporting alignment and accountability .
- Tenure and engagement: Mid‑2025 appointment; no attendance data yet; Board met 11 times in 2024 with strong attendance expectations . Insufficient data on Wallander’s engagement.
Board Governance (Contextual Data)
| Item | 2024 Activity/Status | Notes |
|---|---|---|
| Board meetings | 11 | Attendance ≥75% for all directors; Annual Meeting attendance except Konert |
| Executive sessions | Non‑management and at least one independent directors’ session | No lead independent director |
| Committees | Audit, Compensation, Nominating & Corporate Governance | All independent in 2024; chairs: Audit—Kornblatt; Comp—Konert; Nominating—Daniels |
RED FLAGS
- Investor‑appointed director: Appointment tied to Bain Investment Agreement; combined with significant preferred/common holdings, this elevates the risk of investor influence and potential conflicts in strategic decisions (financing terms, M&A, COI amendment consents) .
- Classified board; no lead independent director: Potential entrenchment and weaker independent oversight, though committees comply with independence rules .
Notes and Sources
- Appointment, term, indemnification, and biography: July 15, 2025 8‑K .
- Section 16 Power of Attorney: July 18, 2025 Form 3 exhibit for Wallander .
- S‑3ASR signatures listing Wallander as director: August 7, 2025 .
- 2025 Proxy (DEF 14A): Board composition/independence, meeting/attendance, director compensation policy, hedging/pledging prohibitions, clawback policy, related‑party transactions, investor rights and preferred stock terms .
- Committee changes later in 2025: October 7, 2025 8‑K (appointments of McConville/Hayes; Hayes to Audit Committee) .
- Ownership tables (context pre‑appointment): April 4, 2025 beneficial ownership; Bain and AE Industrial holdings and conversions .
Where Wallander‑specific committee assignments, independence classification, RSU grant details, or holdings are not disclosed, this report notes the absence and relies on the applicable policy and structural disclosures in Redwire’s filings.