Reggie Brothers
About Reggie Brothers
Reggie Brothers, age 65, is an independent Class II director of Redwire (RDW) serving since September 2021; his current term expires at the 2026 annual meeting . He is a former DHS Under Secretary for Science & Technology (2014–2017), former CEO of BigBear.ai (NYSE:BBAI, 2020–2022), former CTO of Peraton (2018–2020), and holds a PhD from MIT, with earlier degrees from Tufts and SMU . He currently serves on RDW’s Audit Committee and has been determined independent under NYSE and Rule 10A‑3 standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BigBear.ai (NYSE:BBAI) | Chief Executive Officer | Jun 2020 – Oct 2022 | Led AI/analytics company through public-market period . |
| Peraton Corporation | Chief Technology Officer | Jan 2018 – Jun 2020 | Oversaw technology strategy for federal contractor . |
| The Chertoff Group | Principal | Jan 2017 – Jan 2018 | Security/strategy advisory work . |
| U.S. Dept. of Homeland Security | Under Secretary for Science & Technology | Apr 2014 – Feb 2017 | Senior government S&T leadership . |
External Roles
| Organization | Role | Since | Committee/Notes |
|---|---|---|---|
| Leonardo DRS, Inc. (NASDAQ:DRS) | Director | Jan 2023 – present | Audit Committee member . |
| MIT Lincoln Laboratory | Principal | Jul 2023 – present | Senior technical role . |
| AE Industrial Partners | Operating Partner | Oct 2022 – present | Affiliation with major RDW shareholder . |
Board Governance
- Committee assignments: Audit Committee member; not a chair .
- Independence: Board deems Brothers independent under NYSE and Rule 10A‑3; Board considered relationships and related‑party context in its assessment .
- Attendance and engagement (2024): Board met 11x; each director attended ≥75% of Board/committee meetings; all directors attended the annual meeting except Mr. Konert (implies Brothers attended) .
- Board structure: Combined Chair/CEO; no Lead Independent Director; independent directors held executive session at least once in 2024 .
- Risk oversight: Audit Committee oversees financial reporting, internal controls, and related‑party transactions .
- Related‑party policy: Audit Committee reviews/approves related‑party transactions under a written policy .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Fees ($) | Total Cash ($) | Notes |
|---|---|---|---|---|
| 2024 (paid) | — | — | 90,000 | Aggregate cash paid to Brothers in 2024 . |
| 2025 Policy Levels | 100,000 | 15,000 (Audit member) | 115,000 | Policy: base retainer increased to $100k on Mar 6, 2025; Audit Committee member fee $15k; actual paid will depend on assignments . |
- 2024 director compensation mix (Brothers): Cash $90,000 and RSUs $100,002 → ~47% cash / 53% equity, supporting alignment with shareholders .
- 2025 policy change: Annual RSU grant increases to $150,000 for non‑employee directors; cash base retainer increases to $100,000 .
Performance Compensation
| Year | Equity Type | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|
| 2024 (paid) | RSUs | 100,002 | One‑year cliff vest on anniversary of grant | Brothers’ 2024 stock award per non‑employee director table and annual director grant policy . |
| 2025 Policy | RSUs | 150,000 | One‑year cliff vest on anniversary of grant | Policy increase to $150k RSUs in 2025 . |
- Clawback: Awards under the 2021 Plan are subject to the Company’s Clawback Policy; the Board delegated administration to the Compensation Committee .
- Hedging/pledging: Company policy prohibits hedging and pledging by directors, officers, and employees .
Other Directorships & Interlocks
| Company | Role | Interlock/Relation to RDW | Potential Consideration |
|---|---|---|---|
| Leonardo DRS (NASDAQ:DRS) | Director; Audit Committee | Defense tech; not disclosed as RDW customer/supplier | Outside board; monitor for transactional overlap . |
| AE Industrial Partners | Operating Partner | AE/affiliates are large RDW holders with nomination rights; AE designees on RDW Board | Perceived conflict risk given Audit Cmte membership; Board deemed independence after review . |
Expertise & Qualifications
- Education: BS Tufts; MS Southern Methodist University; PhD MIT .
- Technical/industry: Three decades in science/technology across government, industry, and academia; leadership in national security tech .
- Committee‑relevant: Serves on RDW Audit Committee; serves on DRS Audit Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Common | Notable Details |
|---|---|---|---|
| Reggie Brothers | 107,469 | <1% | Includes 20,921 RSUs vesting within 60 days of Apr 4, 2025 . |
- Shares pledged: None disclosed; company prohibits pledging by policy .
- Ownership guidelines: Not disclosed in proxy for directors.
Governance Assessment
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Strengths:
- Independent director with deep government/defense tech background; Audit Committee service at both RDW and DRS enhances financial/governance oversight perspective .
- Good engagement: ≥75% attendance; attended annual meeting; independent director executive sessions held .
- Pay mix leans modestly toward equity, with 2025 policy moving higher, improving alignment; clawback in place; hedging/pledging prohibited .
-
Watch items / potential conflicts (monitor):
- Affiliation with AE Industrial (Operating Partner) while AE affiliates are major shareholders with board nomination rights; Brothers also sits on the Audit Committee that reviews related‑party transactions. Board has reviewed and determined independence, but perceived conflict risk exists and should be monitored during related‑party reviews .
- Ongoing derivative litigation names Brothers among defendants relating to historical disclosure/control weakness allegations; company believes claims lack merit and expects D&O insurance to cover potential losses, but outcome uncertain and may be material .
-
Compensation structure signals:
- 2025 increases in director cash retainer and equity grant suggest continued effort to attract/retain board talent; no meeting fees; committee fees remain modest; no tax gross‑ups disclosed .
-
Independence and leadership:
- No Lead Independent Director; combined Chair/CEO; independent executive sessions occurred at least once; majority‑independent board and fully independent committees per NYSE/Rule 10A‑3 .
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Related‑party controls:
- Formal RPT policy with Audit Committee review; Audit oversees RPTs and financial reporting risks .
Overall, Brothers brings strong technical/government oversight credentials and serves on key audit oversight functions. The principal governance consideration is his AE Industrial affiliation amidst AE’s significant ownership/nominating rights—mitigated by formal independence determinations and RPT oversight, but still a perceived conflict to monitor, particularly in transactions involving AE‑related entities .