Form 4: Booz Allen Hamilton VP Receives RSU Grant

Booz Allen Hamilton's VP, PAO & Controller, Dennis Metzfield, was granted 1,175 restricted stock units, vesting in December 2028.

Summary

• Dennis Metzfield, Vice President, Principal Accounting Officer & Controller of Booz Allen Hamilton Holding Corp (BAH), was granted 1,175 shares of Class A Common Stock in the form of restricted stock units (RSUs).
• The transaction date for this grant was December 30, 2025.
• These restricted stock units were granted under the Issuer's 2023 Equity Incentive Plan and are exempt under Rule 16b-3.
• Each RSU represents a contingent right to receive one share of Class A common stock upon vesting.
• The RSUs are scheduled to vest on December 18, 2028, contingent upon Mr. Metzfield's continued employment.
• Following this transaction, Mr. Metzfield beneficially owns 4,569 securities, which includes these restricted stock units.

Sentiment

Score: 7

Explanation: The filing reflects a routine executive compensation event, which is generally positive for executive retention and alignment with shareholder interests, but does not indicate any significant new operational or financial developments for the company.

Positives

• The grant of restricted stock units aligns the executive's interests with those of shareholders, incentivizing long-term performance.
• Equity grants are a standard component of executive compensation, aiding in the retention of key management personnel.

Risks

• The vesting of the restricted stock units is subject to the reporting person's continued employment until December 18, 2028.

Future Outlook

The grant of restricted stock units indicates a commitment to long-term executive retention and performance incentives, aligning management's future financial interests with the company's stock performance.

Industry Context

The grant of restricted stock units to a key executive is a common practice in the professional services and government contracting industry, used to attract, retain, and motivate senior leadership by linking their compensation to the company's long-term equity performance.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of executive compensation is a widely adopted practice across various industries, including professional services and defense contracting, aligning with global benchmarks for executive incentive programs.
• The vesting schedule, contingent on continued employment, is a standard mechanism to promote executive retention and long-term commitment, comparable to practices at companies like Accenture, Leidos, and SAIC.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for minor future dilution upon vesting, but also benefits from increased management alignment and retention.
• Employees: Reinforces the company's commitment to executive compensation and retention strategies.

Next Steps

• Continued employment of Dennis Metzfield until the vesting date of December 18, 2028, for the restricted stock units to be realized.

Key Dates

Keywords

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