Form 4: Booz Allen Hamilton Executive Receives Significant Equity Grant

Andrea Inserra, Executive Vice President at Booz Allen Hamilton, was granted 4,372 restricted stock units and 9,353 employee stock options as part of the company's equity incentive plan.

Summary

• Andrea Inserra, Executive Vice President of Booz Allen Hamilton Holding Corp (BAH), received an equity grant on May 27, 2025.
• The grant includes 4,372 restricted stock units (RSUs) under the Issuer's 2023 Equity Incentive Plan.
• Each RSU represents a contingent right to receive one share of Class A common stock upon vesting.
• One-third of these RSUs are scheduled to vest annually on March 31, 2026, 2027, and 2028, contingent on continued employment.
• Additionally, Ms. Inserra was granted 9,353 employee stock options with an exercise price of $109.81.
• These options vest ratably on March 31, 2026, 2027, 2028, 2029, and 2030, subject to continued employment.
• The options fully vest immediately prior to the effective date of certain change in control events.
• Following these transactions, Ms. Inserra beneficially owns 23,178 shares of Class A Common Stock (including RSUs) and 9,353 employee stock options.

Sentiment

Score: 7

Explanation: The sentiment is positive as it represents a routine equity grant to a key executive, aligning management's interests with shareholders and serving as a retention tool. There are no negative implications from this specific filing.

Positives

• The equity grants align the interests of Executive Vice President Andrea Inserra with those of shareholders, incentivizing long-term performance and value creation.
• The grants serve as a retention mechanism for key executive talent, ensuring continuity in leadership.
• The vesting schedule, tied to continued employment, reinforces commitment and stability within the executive team.

Risks

• The vesting of both restricted stock units and employee stock options is contingent upon the reporting person's continued employment, meaning forfeiture could occur upon termination.
• The value of the equity grants is subject to the future performance of Booz Allen Hamilton's stock price, introducing market risk to the compensation.

Future Outlook

The future outlook for the executive's compensation is tied to the vesting schedules of the granted restricted stock units and employee stock options, which extend through March 2028 for RSUs and March 2030 for options, contingent on continued employment. The options have an expiration date of May 27, 2035.

Management Comments

• The filing indicates that the transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Industry Context

Equity grants, such as restricted stock units and stock options, are a standard component of executive compensation packages across various industries, particularly in professional services and government contracting like Booz Allen Hamilton. They are designed to align executive incentives with long-term shareholder value creation and to retain key talent in a competitive market.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) and employee stock options as part of executive compensation is a common practice among publicly traded companies, including peers in the consulting and government services sectors such as Accenture, Deloitte (private, but similar compensation structures), and Leidos.
• The vesting schedules, typically over three to five years, are consistent with industry benchmarks aimed at promoting long-term executive retention and performance alignment.
• The grant of RSUs at a price of $0 is standard for such awards, representing a direct equity stake upon vesting, while stock options with a specific exercise price are also a widely used incentive, providing upside potential based on stock price appreciation.

Stakeholder Impact

• Shareholders: The equity grant aligns the interests of a key executive with shareholders, potentially leading to better long-term performance and value creation.
• Employees: The grant to a senior executive may signal stability and confidence in the company's leadership, potentially boosting morale.
• Management: The executive receives significant long-term incentives, enhancing their compensation and commitment to the company's success.

Next Steps

• Vesting of restricted stock units on March 31, 2026, 2027, and 2028, subject to continued employment.
• Vesting of employee stock options ratably on March 31, 2026, 2027, 2028, 2029, and 2030, subject to continued employment.
• Potential exercise of employee stock options by May 27, 2035.

Key Dates

Keywords

Booz Allen Hamilton, BAH, SEC Form 4, Equity Grant, Restricted Stock Units, RSU, Stock Options, Executive Compensation, Insider Transaction, Corporate Governance