Form 4: Booz Allen Hamilton CFO Matthew Calderone Receives Significant Restricted Stock Unit Grant

Booz Allen Hamilton's Chief Financial Officer, Matthew Calderone, was granted 6,193 restricted stock units, aligning executive incentives with long-term shareholder value.

Summary

• Matthew Calderone, Executive Vice President and Chief Financial Officer of Booz Allen Hamilton Holding Corp (BAH), was granted 6,193 Class A Common Stock restricted stock units (RSUs) on May 27, 2025.
• The grant was made under the Issuer's 2023 Equity Incentive Plan and is exempt under Rule 16b-3.
• Each restricted stock unit 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 third on March 31, 2028.
• Vesting is contingent upon Mr. Calderone's continued employment with the company.
• Following this transaction, Mr. Calderone beneficially owns a total of 36,025 securities, which includes these restricted stock units.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. It's a routine executive compensation event that aligns management's interests with shareholders, which is generally viewed favorably, but it does not represent a significant new strategic or financial development for the company.

Positives

• The grant of restricted stock units aligns the financial interests of a key executive, the CFO, with those of the shareholders, encouraging long-term performance.
• The multi-year vesting schedule acts as a retention incentive for Matthew Calderone, ensuring continuity in a critical leadership role.
• The transaction is part of the company's established 2023 Equity Incentive Plan, indicating a structured approach to executive compensation.

Risks

• The vesting of the restricted stock units is subject to the Reporting Person's continued employment, meaning the executive would forfeit unvested units upon departure.

Future Outlook

The document indicates a future vesting schedule for the granted restricted stock units, with one-third vesting annually on March 31, 2026, 2027, and 2028, contingent on continued employment.

Management Comments

• Matthew Calderone, EVP & Chief Financial Officer, received a grant of 6,193 restricted stock units as part of the company's 2023 Equity Incentive Plan.

Industry Context

SEC Form 4 filings are standard disclosures for insider transactions, such as the grant of equity compensation to executives. The grant of restricted stock units (RSUs) is a common form of executive compensation in the professional services and government contracting industry, designed to incentivize long-term performance and executive retention by tying compensation to the company's stock performance.

Comparison to Industry Standards

• The grant of restricted stock units to a Chief Financial Officer is a standard practice in publicly traded companies across various industries, including professional services and defense contracting, to align executive incentives with shareholder interests.
• Companies like Accenture (ACN), Leidos (LDOS), and SAIC (SAIC) frequently utilize RSU grants as a core component of their executive compensation packages, typically with multi-year vesting schedules similar to Booz Allen Hamilton's.

Stakeholder Impact

• Shareholders: The grant of RSUs to the CFO helps align management's long-term interests with shareholder value creation, as the value of the compensation is tied to the company's stock performance.
• Employees: This transaction is specific to a senior executive and does not directly impact the broader employee base, though it reflects the company's overall compensation philosophy.
• Management: The CFO receives a significant equity award, providing a strong incentive for continued performance and retention.

Next Steps

• One-third of the granted restricted stock units are scheduled to vest on March 31, 2026.
• Another one-third of the granted restricted stock units are scheduled to vest on March 31, 2027.
• The final one-third of the granted restricted stock units are scheduled to vest on March 31, 2028.

Key Dates

Keywords

Booz Allen Hamilton, BAH, Restricted Stock Units, RSU, Executive Compensation, Insider Transaction, Form 4, Matthew Calderone, CFO, Equity Incentive Plan