Form 4: Booz Allen Hamilton CEO Receives Significant Equity Grant, Aligning Interests with Shareholders

Booz Allen Hamilton Holding Corp's President and CEO, Horacio Rozanski, was granted 35,334 restricted stock units, increasing his total beneficial ownership to 663,945 shares.

Summary

• Horacio Rozanski, President and CEO of Booz Allen Hamilton Holding Corp (BAH), received a grant of 35,334 restricted stock units (RSUs) on May 27, 2025.
• This grant was made under the Issuer's 2023 Equity Incentive Plan and is exempt under Rule 16b-3.
• Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock upon vesting.
• The RSUs are scheduled to vest in three equal installments: one-third on March 31, 2026, one-third on March 31, 2027, and the final one-third on March 31, 2028.
• Vesting is contingent upon Mr. Rozanski's continued employment with the company.
• Following this transaction, Mr. Rozanski's total beneficial ownership in Booz Allen Hamilton, including restricted stock units, stands at 663,945 shares.

Sentiment

Score: 7

Explanation: The sentiment is positive as it indicates strong alignment between executive leadership and shareholder interests through long-term equity incentives, which is generally viewed favorably by investors. It's a routine compensation event, not a major market moving announcement.

Positives

• The grant of restricted stock units to the President and CEO, Horacio Rozanski, aligns his long-term interests directly with those of the company's shareholders.
• Equity-based compensation is a common and effective method to incentivize executive performance and retention.
• The vesting schedule over multiple years encourages long-term commitment and strategic focus from top management.

Risks

• The vesting of the restricted stock units is subject to Horacio Rozanski's continued employment, meaning the benefits are forfeited if employment ceases before vesting dates.

Future Outlook

The grant of long-term equity incentives to the CEO suggests a continued focus on long-term strategic objectives and sustained performance, as the vesting is tied to future employment and implicitly, company success.

Industry Context

This transaction is a standard practice in executive compensation across various industries, particularly in professional services and consulting firms like Booz Allen Hamilton. Equity grants are a key component of total compensation packages designed to attract, retain, and motivate senior executives by linking their personal wealth to the company's stock performance.

Comparison to Industry Standards

• The grant of restricted stock units (RSUs) is a common form of long-term incentive compensation for executives in publicly traded companies, including those in the government contracting and consulting sector such as Accenture, Deloitte (private, but similar compensation structures for partners), and Leidos.
• The vesting schedule of one-third annually over three years is typical for RSU grants, balancing immediate retention with long-term performance incentives.
• The use of the company's 2023 Equity Incentive Plan aligns with standard corporate governance practices for administering executive equity compensation.

Corporate Governance

Related Party Transactions

• The grant of restricted stock units to Horacio Rozanski, the President and CEO, constitutes a related party transaction as it involves compensation to a key executive.

Stakeholder Impact

• Shareholders: Positive impact due to increased alignment of CEO's interests with long-term shareholder value through equity ownership.
• Employees: No direct impact on general employees, but reinforces the company's commitment to executive retention and performance-based incentives.
• Management: Positive impact for Horacio Rozanski, receiving significant equity compensation tied to future performance and continued employment.

Next Steps

• The restricted stock units are scheduled to vest in three equal tranches on March 31, 2026, March 31, 2027, and March 31, 2028, subject to continued employment.

Key Dates

Recommendation

Keywords

Booz Allen Hamilton, BAH, Horacio Rozanski, Restricted Stock Units, RSU, Equity Incentive Plan, Executive Compensation, SEC Form 4, Insider Transaction, Corporate Governance