BIGBEAR.AI HOLDINGS INC (BBAI)
Sector: Information Technology
2026 Annual Meeting Analysis
BIGBEAR.AI HOLDINGS INC · Meeting: June 9, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
McAleenan joined the board in 2025 (less than 24 months ago), so he is exempt from the TSR underperformance trigger under policy; his background as former Acting DHS Secretary and AI company founder is directly relevant to BigBear.ai's government-focused AI business, and no overboarding, attendance, or independence concerns were identified.
The company's 3-year price return of +64.1% falls in the strong-positive tier (>+20%), requiring a gap of at least 50 percentage points below the peer median to trigger a No vote; BBAI's gap versus the disclosed compensation peer group median is -49.4 percentage points, which is just below the 50-point threshold, so the trigger does not apply; Braden has relevant defense and technology experience and no overboarding or attendance issues.
Both Class II director nominees pass all policy screens. The company's 3-year TSR of +64.1% places it in the strong-positive tier, requiring a 50-point underperformance gap versus the named peer group to trigger a No vote; the actual gap of -49.4 points falls just short of that threshold. Neither director is overboarded, and attendance was reported at 75% or above for all directors. McAleenan receives the benefit of the 24-month new-director exemption in any event.
Say on Pay
✓ FORCEO
Kevin McAleenan
Total Comp
$6,597,191
Prior Support
N/A
This is the company's first Say on Pay vote (it only recently ceased to be an emerging growth company), so there is no prior year support figure to evaluate. CEO Kevin McAleenan's total reported compensation of $6.6 million for 2025 includes a significant one-time appointment grant of roughly $4.1 million in RSUs and stock options given when he was hired as CEO in January 2025 — a front-loaded award that covers multiple future years reported all at once — meaning the ongoing annual pay level is materially lower; when that front-loaded component is understood in context, aggregate pay is not clearly above benchmark for a CEO at a $2 billion AI/defense technology company. The pay program has meaningful positive features: the company has a clawback policy, short-term bonuses are paid entirely in performance stock awards tied to revenue, gross margin, and strategic goals (and paid out at only 62% of target in 2025 reflecting below-target financial results), and the company prohibits hedging and pledging; taken together, the structure passes the policy screens and a FOR vote is warranted.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The auditor fee table extracted from the filing does not contain standard audit fee and non-audit fee line items — the text in that block relates to director compensation, not auditor fees — so the non-audit fee ratio trigger cannot be evaluated; per policy, the tenure trigger requires confirmed data and none is disclosed, so no tenure-based No vote is warranted; Grant Thornton is a large national firm appropriate for a $2 billion company, no material restatements are disclosed, and the default vote is FOR absent a confirmed trigger.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 5
Approval of Amendment to the Company's Second Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock
This is a board-proposed charter amendment to increase the number of authorized shares of common stock, not a stockholder activist proposal. The company recently settled $125 million of convertible notes primarily through debt-to-equity conversions, completed two acquisitions, and has stated ambitions for continued growth — these activities create legitimate need for additional authorized share capacity. Increasing authorized shares is a routine corporate housekeeping measure that gives the board flexibility for future financing, acquisitions, and equity compensation without requiring a special meeting each time; while dilution is always a shareholder concern, the company's current share count (approximately 479 million) and the operational context support approval, and a FOR vote is warranted.
Proposal 6
Approval of an Adjournment of the Annual Meeting, if Necessary, to Solicit Additional Proxies if There Are Not Sufficient Votes at the Time of the Annual Meeting to Approve the Charter Amendment Proposal
This is a routine procedural adjournment proposal tied directly to the authorized share increase in Proposal 5. Per policy, procedural adjournment proposals linked to a valid charter amendment vote are routine housekeeping and should be supported. There is no governance concern with allowing the company additional time to solicit votes if needed, and a FOR vote is appropriate.
Overall Assessment
The 2026 BigBear.ai annual meeting presents a largely routine ballot with no significant governance red flags. Both director nominees pass all TSR, overboarding, and qualifications screens; the first-ever Say on Pay vote passes on balance given the front-loaded CEO appointment grant context and meaningful performance-based pay features; the auditor ratification is supported absent confirmed fee or tenure data to trigger a No vote; and the authorized share increase reflects genuine operational needs following recent debt conversions and acquisitions.
Compensation Peer Group
7 companies disclosed in 2026 proxy filing