| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
|
On June 2, 2022, BigBear.ai Holdings, Inc. (the “Company”) announced Julie Peffer as the
new Chief Financial Officer of the Company, effective June 13,
2022. She will succeed Joshua Kinley, who has served as the
Company’s Chief Financial Officer since December 2020.
Mr. Kinley’s resignation from his role as Chief Financial
Officer was not the result of any disagreement with the Company and
he will continue to serve the Company as Chief Corporate
Development Officer, reporting to the Chief Executive Officer. The
Company thanks Mr. Kinley for his service to the Company and
its stockholders.
Ms. Peffer, age 55, joins the Company from MedeAnalytics where
she served as Chief Financial Officer beginning in January 2021.
Prior to that, Ms. Peffer served as Vice President, Finance at
Amazon Web Services from February 2017 to March 2020. Before that,
Ms. Peffer served as Vice President, Finance at Flowserve
Corporation from April 2014 to September 2016. Ms. Peffer has
also held a variety of executive financial leadership positions
encompassing P&L ownership as well as corporate and business
level financial planning and analysis across multiple industries,
including at Raytheon Space & Airborne Systems, ITT
Geospatial Systems, Lennox International, and Textron.
Ms. Peffer earned her Bachelor of Business Administration
degree in Finance and Management from Texas Tech University and a
Master of Business Administration degree from Baker University.
There are no arrangements or understandings between Ms. Peffer
and any other person pursuant to which Ms. Peffer was
appointed as Chief Financial Officer. There are no family
relationships among any of the Company’s directors or executive
officers and Ms. Peffer.
Ms. Peffer will be entitled to the following compensation:
(i) an annualized base salary of $400,000 per year;
(ii) eligibility to participate in the Company’s short term
incentive program with an annual cash bonus of up to 100% of her
annual base salary, based upon mutually developed performance
objectives; (iii) an up-front time-based long-term incentive
award with a grant date value of $400,000 and delivered 50% in the
form of restricted stock units and 50% in the form of stock
options, 25% of which will vest on the first anniversary of the
grant date and the remaining 75% will vest in equal quarterly
installments on each quarterly anniversary of the grant date
thereafter; (iv) beginning in 2023 and subject to compensation
committee approval, a recurring annual grant valued at 75% of base
compensation and split (at the compensation committee’s discretion)
between restricted stock units, performance stock units and stock
options; and (v) eligibility to participate in the Company’s
employee benefit plans and programs in accordance with the terms
and conditions of the applicable plans and programs.
In connection with her appointment, the Company will enter into its
standard form of indemnification agreement with Ms. Peffer, a
copy of which is attached as Exhibit 10.1 and incorporated by
reference herein.
| Item 7.01 |
Regulation FD Disclosure.
|
On June 2, 2022, the Company issued a press release with
respect to the management changes described in Item 5.02 of this
Current Report on Form 8-K.
The press release is included in this report as Exhibit 99.1 and is
incorporated herein by reference. This information shall not be
deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, and is not incorporated by
reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act.