Booz Allen Hamilton 2024 Annual Meeting Set for July 24

Ticker: BAH · Form: DEF 14A · Filed: Jun 13, 2024 · CIK: 1443646

Sentiment: neutral

Topics: proxy-statement, annual-meeting, governance, executive-compensation

Related Tickers: BAH

TL;DR

BAH proxy filed: Annual meeting July 24, vote on directors, auditors, exec pay.

AI Summary

Booz Allen Hamilton Holding Corp. is holding its 2024 Annual Meeting of Stockholders on July 24, 2024, to elect eleven director nominees, ratify Ernst & Young LLP as its independent auditor for fiscal year 2025, and hold an advisory vote on executive compensation. The company also provided its 2024 annual report to stockholders.

Why It Matters

This filing outlines the key decisions shareholders will vote on, including director elections and executive compensation, which can impact the company's strategic direction and governance.

Risk Assessment

Risk Level: low — This is a standard annual proxy statement detailing routine corporate governance matters.

Key Numbers

Key Players & Entities

FAQ

When is the Booz Allen Hamilton Holding Corporation's 2024 Annual Meeting of Stockholders?

The 2024 Annual Meeting of Stockholders is scheduled for July 24, 2024.

What are the main items of business at the annual meeting?

The items of business include the election of eleven director nominees, ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2025, and a non-binding advisory vote on the compensation program for named executive officers.

Who is Booz Allen Hamilton's proposed independent auditor for fiscal year 2025?

Ernst & Young LLP is proposed to be ratified as the independent registered public accounting firm for fiscal year 2025.

How many director nominees are being presented for election?

There are eleven director nominees being presented for election.

What other materials are enclosed with the proxy statement?

The proxy statement is accompanied by a proxy card and the company's 2024 annual report to stockholders.

Filing Stats: 4,502 words · 18 min read · ~15 pages · Grade level 14.2 · Accepted 2024-06-13 16:06:07

Key Financial Figures

Filing Documents

SECURITY OWNERSHIP INFORMATION 27

SECURITY OWNERSHIP INFORMATION 27 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 29 Policies and Procedures for Related Person Transactions 29 Related Person Transactions 29 COMPENSATION DISCUSSION AND ANALYSIS 30 Executive Summary 31 Setting Executive Compensation and Peer Group 34 Compensation Elements 35 Executive Ownership Requirements 41 Risk Assessment 41 Advisory Vote to Approve Executive Compensation 41 Government Limitations on Reimbursement of Compensation Costs 42 Compensation Recovery Provisions (Clawbacks) 42 Certain Change in Control Provisions 43 Policies on Timing of Equity Grants 44 Effect on Accounting and Tax Treatment on Compensation Decisions 44 Compensation Tables and Disclosures 45 Pay Ratio 54 Pay Versus Performance 55 COMPENSATION COMMITTEE REPORT 60 AUDIT COMMITTEE REPORT 61 PRE-APPROVAL OF SERVICES BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 62 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES 63 PROPOSAL 2: RATIFICATION OF APPOINTMENT OF ACCOUNTANTS 64 PROPOSAL 3: ADVISORY VOTE ON COMPANY'S EXECUTIVE COMPENSATION 65 OTHER BUSINESS 66 IMPORTANT INFORMATION ABOUT ANNUAL MEETING AND PROXY PROCEDURES 67 WEBSITE REFERENCES 71 Appendix A A - 1 PROXY STATEMENT SUMMARY This summary highlights certain information contained elsewhere in this proxy statement. The summary does not contain all of the information that you should consider, and you should review our Annual Report on Form 10-K for the year ended March 31, 2024 and the entire proxy statement carefully before voting. Unless the context otherwise indicates or requires, as used in this proxy statement, references to: (i) the "Company," "we," "us," "our," or our "company" refer to Booz Allen Hamilton Holding Corporation, its consolidated subsidiaries and predecessors; (ii) "Booz Allen Holding" or "Booz Allen" refers to Booz Allen Hamilton Holding Corporation exclusive of its subsidiaries; (iii) "Booz Allen Hamilton" refers

Executive Compensation Highlights

Executive Compensation Highlights We utilize a compensation model that fosters a culture of collaboration and long-term ownership mindset that encourages our executives to think and act in the best interests of the Company. The spirit of collective ingenuity is paramount to our success and underscores our commitment to inclusion, collaboration, and service. We are a values-driven organization with a guiding purpose to empower people to change the world. Our executives are committed to bold thinking, holding themselves and those around them accountable to act with integrity, and realizing positive change in all the work we do. Our executive compensation program is intrinsically tied to our purpose and values. We believe our executives are motivated to act in the best interests of the Company with an emphasis on problem solving, passionate service, and collective ingenuity across markets, clients, and opportunities. Together with our Compensation, Culture and People Committee, we are committed to designing a compensation program that aligns the interests of our executives with the long-term interests of our stockholders. This is achieved in part through an executive rewards package that includes a long-term performance based component where a portion of executives' compensation is tied to the achievement of multi-year performance goals. For more details on our compensation program, please see our discussion in the CD&A beginning with the Executive Summary on page 31. 5 Environmental, Social, and Governance Discussion and Highlights Our ESG objectives align with and support our business growth strategy. Our intentional and data-driven approach to sustainable business practices increases our business performance, is aligned with our strong value proposition, promotes sustainability, and assists in attracting and retaining the highest caliber employees. Governance Structure We integrate ESG principles into our business operations, guided by our corporate values

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