DEF 14A of Booz Allen Hamilton Holding Corp, Jun 15, 2023

DEF 14A of Booz Allen Hamilton Holding Corp

Filed Jun 15, 2023 · FY20230001443646-23-000139

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors Each of our directors is elected by our stockholders on an annual basis to serve until the next annual meeting and until their respective successors are elected. Each of our current directors, listed below, has been nominated for election to the Board, and you can find additional information regarding our Board nominees under "Proposal 1: Election of Directors" beginning on page 8. Current Board Composition and Diversity

  2. Our Board of Directors

    | Director Independence | Tenure | | | | | Age Mix | Diversity | | | | | | 63% of our Directors (7 of 11) are Women, Asian, Hispanic, and/or African-American and 45% (5 out of 11) are Women |

  3. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  4. Board Structure

    Board Structure Prior to our 2020 Annual Meeting of Stockholders, our Amended and Restated Certificate of Incorporation classified our Board of Directors into three classes with three-year terms of office ending in different years. At the 2020 Annual Meeting of Stockholders, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation that provided for the phased-in declassification of our Board of Directors and the annual election of our directors commencing with the class of directors standing for election at the 2021 Annual Meeting of Stockholders. As a result, at the Annual Meeting, all of our directors are standing for election for one-year terms expiring at the 2024 Annual Meeting of Stockholders.

  5. Election of Directors

    Election of Directors Each of our current directors has been nominated for election to the Board for a one-year term, expiring at the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified. To be elected in an uncontested election, a nominee must receive a majority of the votes validly cast with respect to that nominee’s election at the annual meeting represented either in person or by proxy at the annual meeting. To be elected in a contested election, a nominee must receive the vote of a plurality of the votes validly cast at the annual meeting represented either in person or by proxy at the annual meeting. Any nominee who is an incumbent director and does not receive a majority of the votes cast in an uncontested election must promptly tender his or her resignation, contingent on the acceptance of that resignation by the Board, to the chair of the Board following certification of the election results.

  6. Board Skills Matrix

    Board Skills Matrix The Nominating and Corporate Governance Committee and the Board believe that each director nominee brings a strong and diverse set of skills and experiences to the Company, as reflected in the board skills matrix below, including significant government, public company, financial, and strategic experience, that will strengthen our Board's independent leadership and effectiveness with respect to our business and long-term strategy.

  7. Director Nominees

    Director Nominees The eleven nominees for election as directors are listed below. If elected, the nominees for election as directors will serve for one-year terms and until their successors are elected and qualify. Unless you instruct us on the proxy card to vote differently, we will vote signed, returned proxies FOR the election of such nominees. If for any reason any nominee cannot or will not serve as a director, we may vote such proxies for the election of a substitute nominee designated by the Board.

  8. Director Nominees

    | Director | Principal Occupation, Business Experience and Other Directorships Held | | Joan Lordi C. Amble | Ms. Amble was the Executive Vice President, Finance for the American Express Company from May 2011 to December 2011, and also served as its Executive Vice President and Corporate Comptroller from December 2003 until May 2011. Prior to joining American Express, Ms. Amble served as Chief Operating Officer and Chief Financial Officer of GE Capital Markets, a service business within GE Capital Services, Inc., overseeing securitizations, debt placement, and syndication, as well as structured equity transactions. From 1994 to March 2003, Ms. Amble served as vice president and controller for GE Capital and GE Financial Services. Ms. Amble is the President of JCA Consulting, LLC, and she has served on the boards of directors of Zurich Insurance Group since April 2015 and Spire Global, Inc. since August 2022. Ms. Amble has served as an independent advisor to BuzzFeed, Inc. (NASDAQ: BZFD) since June 1, 2023. Ms. Amble served as a member of the Standing Advisory Group for the Public Company Accounting Oversight Board from 2014 to 2020 and as a director at Broadcom Corporation from 2009 to 2011, Brown-Forman Corporation from 2011 to June 2016, XM Radio from 2006 to 2008, Sirius XM Holdings Inc. from 2008 until June 2021, and BuzzFeed, Inc. from August 2021 to May 2023. In addition, she previously served as an independent advisor to the Control and Risk Committee of the Executive Committee of the U.S. affiliate of Société Général, S.A. from October 2016 to June 2022. | | | | | Age: 70 Director since: 2012 Independent Committee: • Audit | Specific qualifications, experience, skills, and expertise include: • Public company directorship and audit committee experience; • Operating and management experience; • Understanding of government contracting; • Core business skills, including financial and strategic planning; and • Expertise in finance, financial reporting, compliance and controls, and global businesses. |

  9. Director Nominees

    | Melody C. Barnes | Ms. Barnes is the executive director of the Karsh Institute of Democracy at the University of Virginia, where she also serves as the W.L. Lyons Brown Family Director for Policy and Public Engagement at the Democracy Initiative, the J. Wilson Newman Professor of Governance at the Miller Center of Public Policy, and a distinguished fellow at the School of Law. She is a co-founder of MB Squared Solutions, LLC and serves as director and Chair of the Nominating and Corporate Governance committee of Ventas Inc. (NYSE: VTR), a real estate investment trust. Ms. Barnes is a director of the William and Flora Hewlett Foundation, a trustee of the Thomas Jefferson Foundation, and on the advisory board of the Institute for Contemporary Art at Virginia Commonwealth University. From January 2009 to January 2012, Ms. Barnes served in the White House as Director of the Domestic Policy Council. In this role, she provided policy and strategic advice to President Obama and coordinated the domestic policy-making process for his administration. Before joining the White House, she served as the senior domestic policy advisor for then-Senator Obama’s 2008 presidential campaign. Ms. Barnes was the Executive Vice President for Policy at the Center for American Progress from 2005 to 2008 and Senior Fellow from 2003 to 2005. Prior to her tenure at the Center, Ms. Barnes was a principal in the Raben Group LLC. She also served as Chief Counsel to Senator Edward M. Kennedy on the Senate Judiciary Committee from 1998 to 2003, and General Counsel for Senator Kennedy from 1995 to 1998. | | | | | Age: 59 Director since: 2015 Independent Committees: • Compensation, Culture and People • Nominating and Corporate Governance | Specific qualifications, experience, skills, and expertise include: • Significant government experience and strong skills in public policy; • Public company directorship and committee experience; and • Core business skills, including financial and strategic planning, as well as leading not-for-profit organizations. |

  10. Director Nominees

    | Director | Principal Occupation, Business Experience and Other Directorships Held | | Michèle A. Flournoy | Ms. Flournoy is co-founder and managing partner of WestExec Advisors, a strategic advisory firm founded in 2017. Prior to her position, she served as the Under Secretary of Defense for Policy from 2009 to 2012. Ms. Flournoy serves as Chair of the board of Amida Technology Solutions and has served on the board of Astra Space, Inc., a space-launch, products and services company (NASDAQ: ASTR), since August 2021. She also serves on the nonprofit boards of the Center for a New American Security (CNAS), a bipartisan think tank which she co-founded in 2007 and served as its Chief Executive Officer from 2014 to 2016, and CARE. Previously, Ms. Flournoy served on the boards of directors of CSRA Inc. from 2015 to 2018, The MITRE Corporation from 2013 to 2017, and Rolls Royce North America, Inc. from 2012 to 2015, and was a senior advisor at Boston Consulting Group from 2012 to 2017. Ms. Flournoy serves as a member of the Defense Policy Board, and previously served on the President's Intelligence Advisory Board, the National Security Agency Advisory Board, and the CIA Director's External Advisory Board. She remains a member of the Council on Foreign Relations and the Aspen Strategy Group, a non-resident Senior Fellow at Harvard University’s Belfer Center for Science and International Affairs, and a non-resident faculty member of Georgia Tech's Sam Nunn School of International Affairs. | | | | | Age: 62 Director since: 2018 Independent Committees: • Compensation, Culture and People • Nominating and Corporate Governance (Chair) | Specific qualifications, experience, skills, and expertise include: • Significant government experience, particularly in national security and defense policies; • Public company directorship and committee experience; and • Core business skills, including financial and strategic planning as well as leading not-for-profit organizations. |

  11. Director Nominees

    | Mark E. Gaumond | Mr. Gaumond has over 35 years of experience working with senior management and audit committees of public and privately-held companies. He held senior positions with E&Y from 2002 to 2010, retiring from the firm as Senior Vice Chair for the Americas, and previously was a partner with a 27-year career at Andersen LLP. Mr. Gaumond has a BA from Georgetown University and an MBA from New York University. He is a member of the American Institute of Certified Public Accountants. He has served as Chairman of the Board of First American Funds since 2020 and as a director since January 2016. Mr. Gaumond formerly served as a director of Cliff's Natural Resources, Inc. from July 2013 to September 2014, Rayonier, Inc. from November 2010 to June 2014, and Rayonier Advanced Materials, Inc. from July 2014 to May 2020, and is a former trustee of The California Academy of Sciences. | | | | | Age: 72 Director since: 2011 Independent Committees: • Audit (Chair) • Executive | Specific qualifications, experience, skills, and expertise include: • Expertise in finance, financial planning, and compliance and controls; • Core business skills, including financial and strategic planning; and • Public company directorship and audit committee experience. |

  12. Director Nominees

    | Director | Principal Occupation, Business Experience and Other Directorships Held | | Ellen Jewett | Ms. Jewett has served as managing partner at Canoe Point Capital LLC, an investment firm focusing on early stage social ventures, since 2015. Prior to that position, from 2010 to 2015, she served as managing director and head of U.S. Government and Infrastructure for BMO Capital Markets. Prior to that, Ms. Jewett spent more than 20 years at Goldman Sachs specializing in airport infrastructure financing, most recently serving as head of the public sector transportation group, and previously as head of the airport finance group. Ms. Jewett has served on the board of directors of JetBlue (NASDAQ: JBLU) since 2011, where she chairs the Governance and Nominating Committee, and the nonprofit board of trustees of Children's Aid since 2019. She currently serves as a trustee of the Chilmark Pond Foundation, and as emerita trustee of Wesleyan University and the Brearley School, having previously served in chair and leadership positions on the boards of trustees of both academic institutions. | | | | | Age: 64 Director since: 2018 Independent Committee: • Audit | Specific qualifications, experience, skills, and expertise include: • Public company directorship and audit committee experience; • Experience in domestic and international finance and talent management; and • Core business skills, including financial and strategic planning. |

  13. Director Nominees

    | Arthur E. Johnson | Mr. Johnson retired as Senior Vice President, Corporate Strategic Development of Lockheed Martin Corp. in 2009, a position he held since 1999. Mr. Johnson has over 20 years of senior leadership experience in the information technology and defense businesses. Mr. Johnson brings extensive IT management experience to the Board, having held senior positions at IBM, Loral Corporation, and Lockheed Martin. He has served as an independent trustee of the Fixed Income and Asset Allocation funds of Fidelity Investments since 2008. Mr. Johnson served as a director of Delta Airlines from 2005 to 2007, IKON Office Solutions Corporation from 1999 to 2008, AGL Resources from 2002 to 2016, and Eaton Corporation, plc from 2009 to 2019. | | | | | Age: 76 Director since: 2011 Independent Committee: • Audit | Specific qualifications, experience, skills, and expertise include: • Public company directorship and audit committee experience; • Operating and management experience; • Understanding of government contracting; and • Core business skills, including financial and strategic planning. |

  14. Director Nominees

    | Director | Principal Occupation, Business Experience and Other Directorships Held | | Gretchen W. McClain | Ms. McClain has served as the Chief Executive Officer of J.M. Huber Corporation (a private, family-owned global industrial company) since April 2022. She previously served as an Operating Executive for the Carlyle Group from July 2019 to March 2022. Prior to Carlyle, she was the founding President and Chief Executive Officer of Xylem, Inc. from October 2011 to September 2013. She joined Xylem as the founding CEO in 2011 when it was formed and taken public from a spinoff of the water business of ITT Corporation. She joined ITT in 2005 as the President of its residential and commercial water business, and served as the SVP and President of ITT's commercial businesses from 2008 to 2011. Ms. McClain has served in a number of senior executive positions at Honeywell Aerospace (formerly AlliedSignal), including VP and General Manager of the Business, General Aviation and Helicopters Electronics division, and VP for Engineering and Technology, as well as for Program Management in Honeywell Aerospace's Engines, Systems and Services Division. She also spent nine years with NASA and served as Deputy Associate Administrator for Space Development, where she played a pivotal role in the successful development and launch of the International Space Station Program as Chief Director of the Space Station and Deputy Director for Space Flight. Ms. McClain graduated from the University of Utah with a BS in Mechanical Engineering. She currently serves as a director of AMETEK, Inc. (NYSE: AME) and J.M. Huber Corporation, and previously served as a director of Hennessy Capital Acquisition Corp. IV from 2018 to 2020, Xylem, Inc. from 2011 to 2013, Con-Way Inc. from June 2015 to October 2015, Boart Longyear Limited from November 2015 to August 2019, and Faradyne Motors from 2009 to 2013. | | | | | Age: 60 Director since: 2014 Independent Committees: • Compensation, Culture and People (Chair) • Nominating and Corporate Governance • Executive | Specific qualifications, experience, skills, and expertise include: • Operating and management experience; • Core business skills, including financial and strategic planning; and • Public company directorship and committee experience. |

  15. Director Nominees

    | Rory P. Read | Mr. Read is the Chief Executive Officer of Vonage, a global leader in cloud communications helping businesses accelerate their digital transformation, a position he has held since July 2020. He is a Senior Vice President at Ericsson since July 21, 2022, joining the company as part of Ericsson’s acquisition of Vonage. He has more than three decades of experience leading global technology organizations. Previously, Mr. Read was Chief Operating Executive of Dell Technologies, CEO and President of Dell’s Virtustream, and EVP of Dell Boomi. He also served as Chief Integration Officer and played a lead role in the $67 billion merger of Dell and EMC—the largest tech merger in history. Prior to these roles, he served as CEO, President and Board member of Advanced Micro Devices and Chief Operating Officer and President at Lenovo following 23 years at IBM. | | | | | Age: 61 Director since: 2023 Committee: • Audit | Specific qualifications, experience, skills, and expertise include: • Operating and management experience; • Understanding of government contracting; and • Core business skills, including financial and strategic planning. |

  16. Director Nominees

    | Director | Principal Occupation, Business Experience and Other Directorships Held | | Charles O. Rossotti | Mr. Rossotti has served as a Senior Advisor to The Carlyle Group since June 2003. Prior to this position, Mr. Rossotti served as the Commissioner of the Internal Revenue Service from 1997 to 2002. Mr. Rossotti co-founded American Management Systems, Inc., an international business and information technology consulting firm in 1970, where he served at various times as President, Chief Executive Officer, and Chairman of the Board until 1997. Mr. Rossotti has served as a director for Abrigo Corporation since July 2021, where he chairs the Audit Committee. Mr. Rossotti formerly served as a director of Merrill Lynch & Co., Inc. from 2004 to 2008, Bank of America Corporation from 2009 to 2013, Compusearch Software Systems from 2005 to 2010, Wall Street Institute from 2005 to 2010, Apollo Global from 2006 to 2012, Quorum Management Solutions from 2010 to 2014, Carlyle Select Trust from 2014 to 2015, Primatics Financial from 2011 to 2015, ECi Software Solutions from 2014 to April 2017, The AES Corporation from 2003 to April 2018, where he served as Chairman of the board from 2013 to April 2018, Coalfire Systems Inc. from November 2015 until July 2019, Novetta Solutions LLC from March 2016 until 2021, Unison Corporation from April 2020 to August 2022, and Accelerated Learning Inc. from December 2018 to February 2023. Mr. Rossotti also serves as a director of Spark the Journey, where he chairs the Development Committee, and the Potomac School, where he serves on the Executive Committee and Audit Committee. | | | | | Age: 82 Director since: 2008 Independent Committee: • Audit | Specific qualifications, experience, skills, and expertise include: • Public company directorship and audit committee experience; • Operating and management experience; • Understanding of government contracting; • Core business skills, including financial and strategic planning; and • Expertise in finance, financial reporting, compliance and controls, and global businesses. |

  17. Director Nominees

    | Horacio D. Rozanski | Mr. Rozanski is our President and Chief Executive Officer. A respected authority and leader in the consulting industry, Mr. Rozanski has expertise in business strategy, technology and operations, talent and diversity, and the future of consulting. He joined Booz Allen in 1992 as a consultant to commercial clients, was elected vice president in 1999, and served as our Chief Personnel Officer, Chief Strategy and Talent Officer, Chief Operating Officer, and President before becoming Chief Executive Officer in 2015. He also is a member of our Board of Directors. Mr. Rozanski currently serves as Chairman of the board of directors for Children’s National Hospital and is a member of the board of directors at Marriott International, Inc. (NASDAQ: MAR), CARE USA, and the Economic Club of Washington, DC. He is also a member of the Business Roundtable, the United States Holocaust Memorial Museum’s Committee on Conscience, the Defense Advisory Committee on Diversity and Inclusion, and Vice Chair of the Kennedy Center Corporate Fund Board. | | | | | Age: 55 Director since: 2014 Committee: • Executive | Specific qualifications, experience, skills, and expertise include: • Operating and management experience; • Understanding of government contracting; • Core business skills, including financial and strategic planning; and • Deep understanding of our Company, its history, and culture. |

  18. Director Nominees

    | Director | Principal Occupation, Business Experience and Other Directorships Held | | Ralph W. Shrader | Dr. Shrader is our Chair and has served in this position since 2008. He previously served as our Chief Executive Officer from 2008 to December 31, 2014 and as our President from 2008 to December 31, 2013. He has also served as Chair of Booz Allen Hamilton since 1999 and as Chief Executive Officer of Booz Allen Hamilton from 1999 to December 31, 2014. Dr. Shrader has been an employee of our Company since 1974. He is the seventh chair since our Company's founding in 1914 and has led our Company through a significant period of growth and strategic realignment. Dr. Shrader is active in professional and charitable organizations and was previously Chairman of the Armed Forces Communications and Electronics Association. | | | | | Age: 78 Director since: 2008 Chair, Independent Committee: • Executive (Chair) | Specific qualifications, experience, skills, and expertise include: • Operating and management experience; • Understanding of government contracting; • Core business skills, including financial and strategic planning; and • Deep understanding of our Company, its history, and culture. |

  19. Director Nominees

    | The Board of Directors recommends a vote FOR each of the director nominees. |

  20. CORPORATE GOVERNANCE AND GENERAL INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES

    CORPORATE GOVERNANCE AND GENERAL INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES

  21. Our Board of Directors

    Our Board of Directors The Board is responsible for providing governance and oversight over the strategy, risk, operations, and management of the Company. The primary focus of the Board is promoting stockholder value by fostering the long-term success of the Company. The Board is responsible for supporting and overseeing management, to which the Board has delegated the responsibility to manage the day-to-day strategy and operations of the Company. The Board generally holds four regular meetings per year, and special meetings as necessary. The Board meets in executive session during each regular meeting; non-management directors also typically meet in executive sessions during each regular meeting. Consistent with the Company’s Corporate Governance Guidelines, Mark E. Gaumond was appointed by the non-management directors to serve as the Presiding Director. The Presiding Director presides over executive sessions at which the Chair is not present. At least annually, independent directors also meet in executive session during a regular Board meeting. The Board and its committees establish annual calendars of activities to guide the development of their agendas during the year. All directors are invited to propose agenda topics when the annual calendars are established, as well as in advance of each regular Board meeting. In addition, directors are encouraged to raise topics that are not on a meeting agenda or suggest topics for future agendas. Each director is provided written materials in advance of each meeting, and the Board and its committees provide feedback to, and make requests of, management at each of their meetings.

  22. Selection of Nominees for Election to the Board

    Selection of Nominees for Election to the Board The Nominating and Corporate Governance Committee recommends to the Board appropriate criteria for the selection of new directors based on the strategic needs of the Company and the Board, and periodically reviews the criteria adopted by the Board and, if deemed desirable, recommends to the Board changes to such criteria. The Board seeks members from diverse professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. The Nominating and Corporate Governance Committee defines diversity in an expansive manner to be reflective of the diversity of the Company and representative of its clients and other stakeholders, including, without limitation, race, ethnicity, gender, sexual orientation, age, disability, history of military service, geography, and areas of expertise and opinion. Accordingly, it is the policy of the Nominating and Corporate Governance Committee to include, and have any search firm that it engages include, diverse representation in the pool from which the Nominating and Corporate Governance Committee selects director candidates. In addition, directors should have experience in positions with a high degree of responsibility, be, or have been, leaders in the companies or institutions with which they are, or were, affiliated, and be selected based upon the contributions they can make. Exceptional candidates who meet alternative criteria may also be considered. Our Commitment to Board Diversity Consistent with the Company's long-standing commitment in this regard, the Nominating and Corporate Governance Committee is focused on ensuring the diversity of the Board, as reflected below for fiscal year 2023:

  23. Selection of Nominees for Election to the Board

    | | Women | Hispanic | African-American | | No. of Directors | 5 | 1 | 2 | | % of Directors | 45% | 9% | 18% |

  24. Selection of Nominees for Election to the Board

    Board Tenure We believe that Board tenure diversity is important and directors with many years of service provide the Board with a deep knowledge of our Company, while newer directors lend fresh perspectives. The chart below reflects the Board tenure of our directors, which on average is approximately 8.6 years.

  25. Director Compensation

    Director Compensation Directors who are employed by us do not receive any additional compensation for their services as directors. On an annual basis, the Chief People Officer, with the assistance of Korn Ferry, performs a comprehensive review of director compensation and makes recommendations to the Compensation, Culture and People Committee regarding proposed changes. In July 2022, the Compensation, Culture and People Committee reviewed director compensation data for the peer group used for benchmarking executive compensation and the general market. Based on that review, the Compensation, Culture and People Committee made no changes to compensation levels for directors for their service from August 2022 to July 2023. Director compensation included the following:

  26. Director Compensation

    | Component | Annual Amount | | Annual Board Chair Retainer | $320,000 | | Annual Board Retainer (non-Chair) | $120,000 | | Annual Equity Award | $200,000 | | Audit Committee Chair Additional Retainer | $30,000 | | Compensation, Culture and People Committee Chair Additional Retainer | $20,000 | | Nominating and Corporate Governance Committee Chair Additional Retainer | $15,000 |

  27. Director Compensation

    The annual equity awards are granted in the form of restricted stock under our Equity Incentive Plan, as amended and restated from time to time. Generally these grants occur in August following our annual meeting of stockholders and half of the annual award vests on January 31 of the following year, and the other half vests on July 31 following the first vesting date. Directors may also elect to receive all or a portion of their annual retainer and any additional payments for service as a committee chair in the form of restricted stock. Our directors do not receive additional fees for attending Board or committee meetings.

  28. Director Compensation Table

    Director Compensation Table

  29. Director Compensation Table

    | Name | Fees Earned ($) | Stock Awards ($)(1)(13) | Total ($) | | Joan Lordi C. Amble | 120,000(2) | 200,025(2) | 320,025 | | Melody C. Barnes | 120,000(3) | 200,093(3) | 320,093 | | Michèle A. Flournoy | 135,000(4) | 200,057(4) | 335,057 | | Ian Fujiyama | — (5) | — (5) | — | | Mark E. Gaumond | 150,000(6) | 200,064(6) | 350,064 | | Ellen Jewett | 120,000(7) | 200,093(7) | 320,093 | | Arthur E. Johnson | 120,000(8) | 200,093(8) | 320,093 | | Gretchen W. McClain | 140,000(9) | 200,054(9) | 340,054 | | Rory P. Read | 64,154(10) | 106,986(10) | 171,140 | | Charles O. Rossotti | 120,000(11) | 200,072(11) | 320,072 | | Ralph W. Shrader | 320,000(12) | 200,093(12) | 520,093 |

  30. Director Compensation Table

    (1)This column represents the grant date fair value of the stock awards granted to our directors in fiscal year 2023. Where the stock awards were the result of voluntary elections to receive cash retainers in stock, the value reflected in the Stock Awards column represents only the excess of the fair market value of the stock awards over the cash retainer amount paid if in the form of stock. The aggregate fair value of the awards was computed in accordance with FASB ASC Topic 718 using the valuation methodology and assumptions set forth in Note 18 to our financial statements for the fiscal year ended March 31, 2023, which are incorporated by reference herein, modified to exclude any forfeiture assumptions related to service-based vesting conditions. The amounts in this column do not reflect the value, if any, that ultimately may be realized by the director. (2)Ms. Amble elected to receive her annual retainer in a combination of cash and restricted stock, and was granted a total of 2,811 shares of restricted stock for her annual equity grant and in lieu of a portion of the annual retainer. The grant date fair market value of the shares was $270,025, based on the $96.06 closing price of our stock on the August 2, 2022 grant date. (3)Ms. Barnes elected to receive her annual retainer in the form of cash, and was granted a total of 2,083 shares of restricted stock for her annual equity grant. The grant date fair market value of the shares was $200,093, based on the $96.06 closing price of our stock on the August 2, 2022 grant date. (4)Ms. Flournoy elected to receive her annual retainer and her additional payment for service as the chair of the Nominating and Corporate Governance Committee in the form of restricted stock, and was granted a total of 3,488 shares of restricted stock for her annual equity grant and in lieu of (i) her annual retainer and (ii) $15,000 for the chair retainer. The grant date fair market value of the shares was $335,057, based on the $96.06 closing price of our stock on the August 2, 2022 grant date. (5)Mr. Fujiyama’s service as a director ended on July 27, 2022. Mr. Fujiyama did not receive a cash retainer or stock award in fiscal year 2023. (6)Mr. Gaumond elected to receive his annual retainer in the form of cash and his additional payment for service as the chair of the Audit Committee in the form of restricted stock, and was granted a total of 2,395 shares of restricted stock for his annual equity grant and in lieu of $30,000 for the chair retainer. The grant date fair market value of the shares was $230,064, based on the $96.06 closing price of our stock on the August 2, 2022 grant date. (7)Ms. Jewett elected to receive her annual retainer in the form of cash, and was granted a total of 2,083 shares of restricted stock for her annual equity grant. The grant date fair market value of the shares was $200,093, based on the $96.06 closing price of our stock on the August 2, 2022 grant date. (8)Mr. Johnson elected to receive his annual retainer in the form of cash, and was granted a total of 2,083 shares of restricted stock for his annual equity grant. The grant date fair market value of the shares was $200,093, based on the $96.06 closing price of our stock on the August 2, 2022 grant date. (9)Ms. McClain elected to receive her annual retainer in a combination of cash and restricted stock and her additional payment for service as the chair of the Compensation, Culture and People Committee in the form of restricted stock, and was granted a total 2,499 shares of restricted stock for her annual equity grant and in lieu of (i) a portion of her annual retainer and (ii) $20,000 for the chair retainer. The grant date fair market value of the shares was $240,054, based on the $96.06 closing price of our stock on the August 2, 2022 grant date. (10)Mr. Read elected to receive his prorated annual retainer in the form of restricted stock, and was granted a total of 1,779 shares of restricted stock for his prorated annual equity grant and in lieu of the prorated annual retainer. The grant date fair market value of the shares was $171,140, based on the $96.20 closing price of our stock on the January 24, 2023 grant date. (11)Mr. Rossotti elected to receive his annual retainer in the form of restricted stock, and was granted a total of 3,332 shares of restricted stock for his annual equity grant and in lieu of the annual retainer. The grant date fair market value of the shares was $320,072, based on the $96.06 closing price of our stock on the August 2, 2022 grant date. (12)Dr. Shrader elected to receive his annual retainer as Chair in the form of cash, and was granted 2,083 shares of restricted stock for his annual equity grant. The grant date fair market value of the shares was $200,093, based on the $96.06 closing price of our stock on the August 2, 2022 grant date. (13)The following table sets forth the aggregate number of equity awards outstanding at the end of fiscal year 2023.

  31. Setting Executive Compensation and Peer Group

    Setting Executive Compensation and Peer Group We evaluate our named executive officers' compensation relative to the compensation of publicly traded peer companies that are similar in size, industry, and operations. The Compensation, Culture and People Committee reviews the peer group regularly and adjusts as necessary due to changes at a peer company's operations or changes in comparability (e.g., due to bankruptcy or mergers and acquisitions) to the Company. The peer group is used by the Compensation, Culture and People Committee as a point of reference in determining pay within a competitive range without targeting a specific benchmark when making executive pay decisions. For setting fiscal year 2023 executive compensation, the Compensation, Culture and People Committee requested that our outside compensation consultant Korn Ferry perform a comprehensive review of the peer companies used for evaluating our named executive officers' compensation. Korn Ferry evaluated companies that are similar in size, industry, and operations, using specific review criteria, as described below: •Company size: Organizations with revenues approximately 0.33x to 3.00x of our revenue, with peer median revenue approximating Company revenue, and with flexibility outside of this range to accommodate organizations that are a good match from a business perspective. •Industry: Includes government services organizations and other "comparables" that our Investor Relations department tracks, and other organizations that benchmark to our Company. As a result of this review, the Compensation, Culture and People Committee approved the peer group set forth below for benchmarking and setting compensation of our named executive officers for fiscal year 2023.

  32. Setting Executive Compensation and Peer Group

    | Fiscal Year 2023 Peer Group | | | - Akamai Technologies, Inc. (AKAM) - CACI International, Inc. (CACI) - CGI Group, Inc. (GIB) - Cognizant Technology Solutions (CTSH) - Conduent Incorporated (CNDT) - DXC Technology (DXC) - EPAM Systems, Inc. (EPAM) - FISERV, Inc. (FISV) - FTI Consulting, Inc. (FCN) | - Jacobs Engineering (J) - KBR Inc. (KBR) - L3Harris Technologies, Inc. (LHX) - Leidos Holdings, Inc. (LDOS) - ManTech International Corporation (MANT) - Maximus, Inc. (MMS) - Parsons Corporation (PSN) - Science Applications International Corporation (SAIC) |

  33. Setting Executive Compensation and Peer Group

    The Compensation, Culture and People Committee established fiscal year 2023 target compensation for the named executive officers by taking into consideration the peer group benchmarking analysis and input from Korn Ferry, along with feedback from the CEO (in the case of named executive officers who are direct reports to the CEO), and the Committee's collective judgment and discretion. The target executive compensation includes the fiscal year salary amount, target short-term annual cash incentive, and long-term equity incentive. Additional information on each of these items can be found below under "Compensation Elements." Additionally, effective for fiscal year 2024, based on our established peer review selection criteria, as described above, the Compensation, Culture and People Committee approved a revised peer group. The Compensation, Culture and People Committee, taking into consideration the revised peer group benchmarking analysis, the Company's sustained out-performance and growth, input from Korn Ferry, along with feedback from the CEO (in the case of named executive officers who are direct reports to the CEO), and the Committee's collective judgment and discretion, approved the fiscal year 2024 compensation for our named executive officers, including the compensation adjustments described below. The Compensation, Culture and People Committee considers peer group benchmarking and other market compensation data as critical inputs but not the sole factors in the overall assessment of competitiveness of our executive compensation. The Compensation, Culture and People Committee also considers other components such as performance, contributions, internal equity, and experience of each named executive officer in determining target and actual compensation amounts. In fiscal year 2023, Korn Ferry was also engaged to: •Review and provide advice on our Compensation Discussion and Analysis •Provide insight into regulatory changes including the new Pay versus Performance disclosure and our expected adoption of an updated "clawback" policy in light of the SEC's final rules on the recovery of erroneously awarded compensation and the NYSE's proposed listing standards •Provide counsel on adjustments to our executive compensation framework effective fiscal year 2024 •Participate in the compensation risk assessment •Perform benchmarking and analysis of our Board of Directors' compensation •Provide general market intelligence for setting long-term performance metrics and associated goals in the Equity Incentive Plan

  34. Compensation Elements

    | Element | Objective | | Base Salary | Provides a regular income at competitive market level and reflects each executive's skills, experience, and responsibilities | | Annual Cash Incentive | Motivates our executives to achieve our annual operational and financial goals | | Long-Term Equity Incentives | Reward sustained performance and align executives' interests with our stockholders | | Benefits | Provide for the health and welfare of our executives, including retirement benefits to promote long-term commitment of our executives to the Company |

  35. Compensation Elements

    | Kristine Martin Anderson | Base Salary | Annual Cash Incentive Target | Long-Term Incentive Target | Total Compensation Target | | Effective June 1, 2022 | $900,000 | $625,000 | $1,475,000 | $3,000,000 | | FY23 Starting Compensation | $650,000 | $475,000 | $1,075,000 | $2,200,000 |

  36. Compensation Elements

    •In May 2022, the Compensation, Culture and People Committee approved an increase to the long-term incentive portion of Ms. Dotson's fiscal year 2023 annual target compensation to increase the competitiveness of Ms. Dotson's role as the Company's National Security Sector President. Effective August 1, 2022, Ms. Dotson assumed the role of Executive Vice President and President of the Global Defense Sector of the Company in advance of the planned retirement of Ms. Karen Dahut, a long-standing executive of the Company. In connection with Ms. Dotson's role expansion, the Compensation, Culture and People Committee approved the additional compensation adjustments set forth in the table below. Additionally, on August 1, 2022, Ms. Dotson received a special grant of time-based RSUs with a grant date fair value of $200,030 and performance-based RSUs with a grant date fair value of $500,076 in recognition of her role expansion and to incentivize Ms. Dotson's long-term retention.

  37. Compensation Elements

    | Judith Dotson | Base Salary | Annual Cash Incentive Target | Long-Term Incentive Target | Total Compensation Target | | Effective August 1, 2022 | $650,000 | $550,000 | $1,400,000 | $2,600,000 | | May 2022 LTI Target Increase | $650,000 | $475,000 | $1,075,000 | $2,200,000 | | FY23 Starting Compensation | $650,000 | $475,000 | $725,000 | $1,850,000 |

  38. Compensation Elements

    | Matthew Calderone | Base Salary | Annual Cash Incentive Target | Long-Term Incentive Target | Total Compensation Target | | Effective October 1, 2022 | $650,000 | $475,000 | $1,175,000 | $2,300,000 | | FY23 Starting Compensation | $650,000 | $475,000 | $365,575 | $1,490,575 |

  39. Compensation Elements

    | Nancy Laben | Base Salary | Annual Cash Incentive Target | Long-Term Incentive Target | Total Compensation Target | | Effective October 1, 2022 | $650,000 | $550,000 | $1,600,000 | $2,800,000 | | FY23 Starting Compensation | $650,000 | $475,000 | $1,125,000 | $2,250,000 |

  40. Compensation Elements

    (1) Value shown for Ms. Anderson reflects her base salary of $650,000, prorated for the period from April 1, 2022 to May 31, 2022 and $900,000, prorated for the period from June 1, 2022 to March 31, 2023. (2) Ms. Dahut retired from the Company effective October 31, 2022. Value shown reflects her base salary of $1,025,000, prorated for the period from April 1, 2022 to October 31, 2022. (3) Mr. Howell retired from the Company effective December 31, 2022. Value shown reflects his base salary of $1,025,000, prorated for the period from April 1, 2022 to December 31, 2022. Annual Cash Incentive The annual cash incentive portion of our executives' compensation is provided through our annual bonus program. The target annual incentive amount for our named executive officers is determined each year by the Compensation, Culture and People Committee based on the market analysis and recommendation of our compensation consultant, as well as of the CEO (in the case of named executive officers who are direct reports to the CEO). The annual incentive payment is determined using a point model, where a certain number of points is assigned to each named executive officer and such number is then multiplied by a dollar value per point, as approved by the Compensation, Culture and People Committee. Based on the Company's performance at the end of the fiscal year, as discussed below, the Compensation, Culture and People Committee approves the final dollar value per point, which is used to determine each named executive officer's actual annual incentive payment. Executives who retire, or terminate employment under our transition policy, before the end of the fiscal year are generally eligible to receive a prorated incentive payment. The annual incentive is based on achievement of the Company's performance against a target Adjusted EBITDA range with upward or downward adjustments for performance in comparison to the range. The performance range is generally determined at or near the beginning of each fiscal year by the Compensation, Culture and People Committee. Payment of the annual incentive approximating target levels would generally occur when actual Adjusted EBITDA is within the established Adjusted EBITDA range. A portion of any variance between the established range and actual Adjusted EBITDA is reflected as an adjustment to the pool of funds available for the annual incentive payment, or the bonus pool. The amount of the adjustment is determined by the Compensation, Culture and People Committee in its sole discretion. A positive variance between the range and actual Adjusted EBITDA would generally result in an increase in the bonus pool and a negative variance would generally result in a decrease in the bonus pool. Adjusted EBITDA represents net income before income taxes, net interest and other expense and depreciation and amortization, and before certain other items, including transaction costs, fees, losses, and expenses, including fees associated with debt prepayments. We base the annual incentive portion of our executives' compensation on Adjusted EBITDA because we believe it is a direct reflection of the cash flow and operating profitability of our business and represents the element of our performance that executives can most directly impact through their management of the business. Our Compensation, Culture and People Committee reviews and approves the Adjusted EBITDA result and any adjustments to the plan bonus pool based on year-end operating results. The final bonus pool as approved by our Compensation, Culture and People Committee is distributed to our executives on a consistent per point basis.

  41. Compensation Elements

    | | Adjusted EBITDA1 | Executive Bonus Pool | | FY23 Target | Range: $949 million - $974 million | $27.9 million | | FY23 Actual | $1,014 million | $32.8 million |

  42. Compensation Elements

    (1). See Appendix A to this proxy statement for a reconciliation of Adjusted EBITDA to the most directly comparable financial measure calculated and presented in accordance with GAAP. For fiscal year 2023, the Company's performance exceeded the top-end of the fiscal year 2023 target Adjusted EBITDA range. Based on these results, the Compensation, Culture and People Committee determined that bonus payouts should be above target to appropriately recognize and reward the Company’s leadership. Accordingly, the Compensation, Culture and People Committee approved the executive bonus payout equal to approximately 25% above the target. The short-term incentive target opportunities and cash payments received by each of our named executive officers for fiscal year 2023 are presented in the table below.

  43. Compensation Elements

    | Name | FY23 Annual Cash Incentive Target | Annual Cash Incentive Payout | Annual Cash Incentive Paid | | Horacio D. Rozanski | $1,500,000 | 125% | $1,875,600 | | Matthew A. Calderone | $475,000 | 125% | $593,940 | | Kristine Martin Anderson | $600,000 1 | 125% | $750,240 | | Judith H. Dotson | $525,000 2 | 125% | $656,460 | | Nancy J. Laben | $512,500 3 | 125% | $640,830 | | Karen M. Dahut | $500,000 4 | 125% | $364,695 4 | | Lloyd W. Howell, Jr. | $500,000 5 | 125% | $468,900 5 |

  44. Compensation Elements

    (1) Value shown for Ms. Anderson reflects her annual cash incentive target of $475,000, prorated for the period from April 1, 2022 to May 31, 2022 and $625,000, prorated for the period from June 1, 2022 to March 31, 2023. (2) Value shown for Ms. Dotson reflects her annual cash incentive target of $475,000, prorated for the period from April 1, 2022 to July 31, 2022 and $550,000, prorated for the period from August 1, 2022 to March 31, 2023. (3) Value shown for Ms. Laben reflects her annual cash incentive target of $475,000, prorated for the period from April 1, 2022 to September 30, 2022 and $550,000, prorated for the period from October 1, 2022 to March 31, 2023. (4) Ms. Dahut retired from the Company effective October 31, 2022. Pursuant to the terms of the retirement letter agreement as discussed below under the heading "Potential Payments upon Termination or a Change in Control — Retirement Benefits", Ms. Dahut received an annual bonus for fiscal year 2023, prorated for the period from April 1, 2022 to October 31, 2022. (5) Mr. Howell retired from the Company effective December 31, 2022. Pursuant to the terms of the retirement letter agreement as discussed below under the heading "Potential Payments upon Termination or a Change in Control — Retirement Benefits", Mr. Howell received an annual bonus for fiscal year 2023, prorated for the period from April 1, 2022 to December 31, 2022. Effective in fiscal year 2024, our Compensation, Culture and People Committee will no longer use the point model structure described above. The target annual incentive value for each named executive officer will be a fixed dollar value, as approved by the Compensation, Culture and People Committee generally near the beginning of each fiscal year. The actual annual incentive payout for each named executive officer will be determined after the fiscal year ends, as described above, and calculated as a percentage of over- or under-performance as approved by the Compensation, Culture and People Committee and applied to the target annual incentive value. Long-Term Equity Incentives It is our philosophy that executives should hold meaningful amounts of long-term equity compensation to align the personal financial interests of our executives with the interests of long-term stockholders and to encourage a long-term perspective with regard to Company performance and growth. The equity compensation for our executives is delivered in the following manners, which are further described below. •Annual Grants •New Hire / Advancement and Retention Grants

  45. Fiscal Year 2023 Annual Grants

    Fiscal Year 2023 Annual Grants Our named executive officers receive long-term equity incentive grants as part of their annual compensation that have two components: time-based restricted stock units (RSUs) and performance-based RSUs. •Time-Based RSUs: Settle into shares of Class A common stock in three equal installments over three years, subject solely to continued employment through each applicable vesting date. •Performance-Based RSUs: Settle into shares of Class A common stock at the end of a three-year performance period. For fiscal year 2023, the performance-based RSU goals are based on the Company's cumulative performance against two internal financial metrics — Adjusted EBITDA and Revenue. The Committee also approved two internal strategic metrics related to the Company's growth of its emerging platform businesses and commitment to diversity, equity, and inclusion, as described below.

  46. Fiscal Year 2023 Annual Grants

    | Fiscal Year 2023 Performance Metrics | | Weighting | Performance Metric Description | | Financial Metrics | Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization (Adjusted EBITDA)1 | 70% | Three-year cumulative adjusted EBITDA measured against performance targets set at the start of the performance period | | | Revenue1 | 20% | Three-year cumulative revenue measured against performance targets set at the start of the performance period | | Strategic Metrics | Platform Business Growth | 5% | Three-year average annual revenue growth for the aggregated platform businesses measured against performance targets set at the start of the performance period | | | Diversity, Equity and Inclusion | 5% | Three-year progress specific to the Company's diversity, equity, and inclusion goal measured against performance targets set at the start of the performance period |

  47. Fiscal Year 2023 Annual Grants

    (1) See Appendix A to this proxy statement for information as to how these non-GAAP financial measures are calculated from our audited financial statements. For fiscal year 2023, the Compensation, Culture and People Committee approved new financial metrics, Adjusted EBITDA (70% weighting) and Revenue (20% weighting), for our performance-based RSUs. The Committee approved these metrics to create a direct relationship between named executive officer compensation and performance against the Company's multi-year Investment Thesis, as presented to stockholders, which is focused on driving organic revenue, Total EBITDA, and capital deployment. The Committee approved the use of Adjusted EBITDA as a metric in both of the annual and long-term incentive plans because it is viewed as a direct reflection of the cash flow and operating profitability of our business and represents the element of performance that executives can most directly impact through their management of the business. The Company views Adjusted EBITDA as a critical metric in evaluating operating performance as a measure of the Company's ability to drive profitable growth through a combination of revenue performance and cost management to optimize earnings generation for stockholders. For fiscal year 2023, the Compensation, Culture and People Committee, with guidance from our outside compensation consultant Korn Ferry and management, embedded the strategic metrics (10% combined weighting) into the total long-term performance opportunity to further drive performance against these key metrics that support our strategy, purpose, and values. Prior to fiscal year 2023, the strategic metrics were applied only as additional upside opportunity after achievement of the financial goals was determined. The strategic metrics are designed to support the organization’s overall strategy, purpose, and values, and we anticipate such metrics will evolve over time consistent with our business strategy. The number of performance-based RSUs that vest at the end of the three-year performance cycle may range from zero percent for performance that falls below the minimum performance threshold and up to 200 percent for maximum performance. At the start of the three-year performance cycle, the Compensation, Culture and People Committee sets the threshold, target and maximum performance levels, and corresponding payouts. When establishing these performance levels, the Compensation, Culture and People Committee considers, among other things, projected Company performance and long-term strategic growth objectives, business outlook, and market growth forecasts. Since the goals are established for future performance over a three-year period, outcomes are by definition uncertain. Due to the proprietary and competitive nature of the Company's business strategy and internal budgets that inform the three-year performance program targets, the Compensation, Culture and People Committee discloses the long-term performance levels for each of the performance goals following the completion of the performance period. For fiscal year 2023, the target annual equity mix for our CEO was approximately 72 percent aligned to performance-based RSUs and 28 percent aligned to time-based RSUs. The average target annualized equity mix for all other named executive officers was approximately 60 percent aligned to performance-based RSUs and approximately 40 percent aligned to time-based RSUs. The performance-based RSUs allow for additional rewards based on over-achievement against our long-term performance goals, while also penalizing for under-performance. The time-based RSUs encourage retention and provide for incremental recognition of equity compensation over the vest cycle. The Compensation, Culture and People Committee, with guidance from our outside compensation consultant Korn Ferry, peer benchmarking data, and the CEO (in the case of named executive officers who are direct reports to the CEO), increased the target values of long-term equity incentive awards for fiscal year 2023 for certain named executive officers to further align the compensation of those named executive officers with long-term Company performance. The target value of the annual grants of performance-based RSUs and time-based RSUs in fiscal year 2023 are presented in the table below.

  48. Fiscal Year 2023 Annual Grants

    | Name | FY23 Annual Target Performance-Based RSU Grant 1 | FY23 Annual Target Time-Based RSU Grant 1 | | Horacio D. Rozanski | $6,120,073 | $2,380,010 | | Matthew A. Calderone 2 | $462,247 | $308,251 | | Kristine Martin Anderson | $845,021 | $563,374 | | Judith H. Dotson 3 | $755,096 | $536,790 | | Nancy J. Laben 4 | $817,592 | $545,088 | | Karen M. Dahut 5 | $1,245,017 | $830,065 | | Lloyd W. Howell, Jr. 6 | $1,245,017 | $830,065 |

  49. Fiscal Year 2023 Annual Grants

    (1) Grant date fair value of equity issued under the fiscal year 2023 executive annual compensation structure in accordance with FASB ASC Topic 718. (2) Values shown for Mr. Calderone reflect (a) the long-term equity incentive awards granted to Mr. Calderone in May 2022, based on target values of $182,852 for the performance-based RSU grant and $182,852 for the time-based RSU grant, and (b) additional grants of long-term equity incentive awards received by Mr. Calderone in connection with his promotion to Chief Financial Officer on October 1, 2022 based on target values of $279,395 for the performance-based RSU grant and $125,399 for the time-based RSU grant, for the remaining portion of fiscal year 2023 during which Mr. Calderone served in his new role. (3) Values shown for Ms. Dotson reflect (a) the long-term equity incentive awards granted to Ms. Dotson in May 2022, based on target values of $645,022 for the performance-based RSU grant and $430,069 for the time-based RSU grant, and (b) additional grants of long-term equity incentive awards received by Ms. Dotson in connection with her promotion to Executive Vice President and President of the Global Defense Sector of the Company on August 1, 2022 based on target values of $110,074 for the performance-based RSU grant and $106,721 for time-based RSU grant, for the remaining portion of fiscal year 2023 during which Ms. Dotson served in her new role. (4) Values shown for Ms. Laben reflect (a) the long-term equity incentive awards granted to Ms. Laben in May 2022, based on target values of $675,014 for the performance-based RSU grant and $450,036 for the time-based RSU grant, and (b) additional grants of long-term equity incentive awards received by Ms. Laben on October 2022, based on target values of $142,578 for the performance-based RSU grant and $95,052 for the time-based RSU grant, for the period from October 1, 2022 to March 31, 2023. (5) Ms. Dahut retired from the Company effective October 31, 2022. Pursuant to the terms of the retirement letter agreement as discussed below under the heading "Potential Payments upon Termination or a Change in Control — Retirement Benefits", the performance-based RSU grant and time-based RSU grant received by Ms. Dahut in May 2022, the target values of which are reflected in this table, were forfeited upon Ms. Dahut's last day of employment. (6) Mr. Howell retired from the Company on December 31, 2022. Pursuant to the terms of the retirement letter agreement as discussed below under the heading "Potential Payments upon Termination or a Change in Control — Retirement Benefits", the performance-based RSU grant and time-based RSU grant received by Mr. Howell in May 2022, the target values of which are reflected in this table, were forfeited upon Mr. Howell's last day of employment. Effective for fiscal year 2024, the Compensation, Culture and People Committee approved an increase of $500,000 to the target annual incentive amount and $1,500,000 to the target annual time-based RSU amount for Mr. Rozanski. Additionally, the Compensation, Culture and People Committee approved the following compensation increases for Mr. Calderone, Ms. Anderson, and Ms. Dotson: (i) Mr. Calderone received an increase of $175,000 to the target annual incentive amount and $225,000 to the target annual equity grant amount, (ii) Ms. Anderson received an increase of $25,000 to the target annual incentive amount and $275,000 to the target annual equity grant amount, and (iii) Ms. Dotson received an increase of $100,000 to the target annual incentive amount and $100,000 to the target annual equity grant amount. These changes were made by the Compensation, Culture and People Committee using benchmarking analysis and input from our outside compensation consultant, Korn Ferry, along with input from the CEO (in the case of Mr. Calderone, Ms. Anderson and Ms. Dotson who are direct reports to the CEO), to further increase the competitiveness of executive pay with continued focus on short-term and long-term Company performance and stockholder interests. In addition to the compensation adjustments made for certain named executive officers effective for fiscal year 2024, the Compensation, Culture and People Committee approved the performance goals for the performance-based restricted stock units granted in fiscal year 2024. The performance goals, as defined in the applicable award agreement, include adjusted EBITDA (70% weighting), revenue (20% weighting), a strategic goal aligned to our Diversity, Equity, and Inclusion strategy (5% weighting) and a new strategic goal associated with capital deployment specific to mergers and acquisitions (5% weighting) during the three-year performance period. Further, the number of restricted stock units earned based on the performance goals may be increased or decreased by the application of a new total shareholder return (TSR) multiplier relative to the companies within the S&P Software and Services Select Industry Index. The TSR multiplier is dependent upon the Company’s TSR positioning against the companies within the Index during the performance period (multiplier is 120% if the Company’s TSR is at or above the 75th percentile, 80% if TSR is at or below the 25th percentile, and no modifications between the 25th and 75th percentiles).

  50. Fiscal Year 2021-2023 Performance-Based RSU Awards

    Fiscal Year 2021-2023 Performance-Based RSU Awards In May 2023, the Compensation, Culture and People Committee reviewed and certified the Cumulative Adjusted Diluted Earnings Per Share (ADEPS) and Cumulative Value Added Revenue (VAR) performance results of the fiscal years 2021-2023 performance period applicable to the performance-based RSU awards granted in July 2020 against the targets set at the beginning of the three-year period. Based on this assessment, the Compensation, Culture and People Committee approved a final payout percentage for the July 2020 performance-based RSU awards (fiscal years 2021-2023 performance period) of 167% of target, with actual results and threshold, target, above target, and maximum goals presented below.

  51. Fiscal Year 2021-2023 Performance-Based RSU Awards

    | Performance Measures | Weighting | Threshold 50% Payout | Target 100% Payout | Above Target 120% Payout | Above Target 150% Payout | Maximum 200% Payout | Actual 1 | % of Target Achieved | Payout Factor | | Cumulative Three-Year ADEPS | 75% | $11.09 | $11.59 | $11.99 | $12.18 | $12.47 | $12.38 | 107% | 139% | | Cumulative Three-Year VAR | 25% | $17,006M | $17,329M | $17,652M | $17,976M | $18,299M | $17,526M | 101% | 28% | | Total Payout | | | | | | | | | 167%2 |

  52. Fiscal Year 2021-2023 Performance-Based RSU Awards

    (1) See Appendix A to this proxy statement for a reconciliation between each non-GAAP financial measure and the most directly comparable financial measure calculated and presented in accordance with GAAP. (2) The Total Payout Factor has been rounded to the nearest whole percentage. Fiscal Year 2023 Advancement and Retention Grants In addition to our annual equity grants, from time to time our Compensation, Culture and People Committee may make special equity grants to our named executive officers for retention purposes or to recognize the new roles, responsibilities, and performance of key leaders. In fiscal year 2023, as described above under the heading “Fiscal Year 2023 Compensation Adjustments,” the Compensation, Culture and People Committee made the following special equity award grants: Ms. Anderson received a special grant of time-based RSUs with a grant date fair value of $2,250,020 in connection with her promotion. Ms. Dotson received a special grant of time-based RSUs with a grant date fair value of $200,030 and performance-based RSUs with a grant date fair value of $500,076 in connection with her role expansion. Mr. Calderone also received a grant of stock options with a grant date fair value of $250,007 in May 2022 in his prior role as Chief Strategy Officer. In addition, prior to Ms. Dahut announcing her retirement, the Compensation, Culture and People Committee made a special grant of time-based RSUs to Ms. Dahut on May 19, 2022 with a grant date fair value of $1,025,051, which was subsequently forfeited upon her retirement from the Company on October 31, 2022 pursuant to the terms of the Equity Incentive Plan and applicable award agreement. Benefits and Perquisites Our employees are eligible to participate in a full complement of benefit plans. Our named executive officers also participate in enhanced medical and dental plans, life insurance, accidental death and dismemberment, and personal liability coverage at the Company's expense. During fiscal year 2023, our named executive officers were eligible to receive perquisites, including up to $15,000 per year for financial counseling, up to $7,500 every three years to update an estate plan, up to $3,000 for preparation of estate plans following relocation to a new tax jurisdiction, and a one-time reimbursement of up to $5,000 for retirement financial planning. In addition, to protect our executives from various risks, we maintain an executive protection program that provides our executives with a security assessment for their primary residence and security service for foreign or domestic travel. We believe that our executive benefit and perquisite programs are reasonable and necessary to provide for the well-being of our executives. For more detail on the perquisites that our named executive officers receive, see footnote 8 to the Summary Compensation Table. Retirement Benefits We provide retirement benefits to our executives, including our named executive officers, to help them build financial security for retirement, while allowing them to direct the investment of their retirement savings as they choose.

  53. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan As part of our executive compensation program, we offer a non-qualified deferred compensation plan for our executives to encourage employees to save for their retirement. Eligible employees, which include all named executive officers, may elect to contribute up to 100% of their annual cash bonus to this plan. None of our named executive officers enrolled for the fiscal year 2023 deferral.

  54. Additional Retirement Benefits

    Additional Retirement Benefits We provide additional retirement benefits to our executives, including our named executive officers, in order to provide them with additional security in retirement and promote a long-term career with our Company. Our executives participate in the Officers' Retirement Plan, under which the executive may retire with full benefits after a minimum of either (a) age 60 with five years of service as an executive, or (b) age 50 with 10 years of service as an executive. An eligible executive who retires and does not receive severance benefits is entitled to receive a single lump-sum retirement payment equal to $10,000 for each year of service as an executive, pro-rated as appropriate, and an annual allowance of $4,000 for financial counseling and tax preparation assistance. Our retirees are also eligible to receive comprehensive coverage for medical, pharmacy, and dental healthcare. The premiums for this healthcare coverage are paid by the Company. Ms. Dahut and Mr. Howell retired during fiscal year 2023. We entered into retirement letter agreements with each of Ms. Dahut and Mr. Howell as discussed below under "Potential Payments upon Termination or a Change in Control — Retirement Benefits".

  55. Government Limitations on Reimbursement of Compensation Costs

    Government Limitations on Reimbursement of Compensation Costs As a government contractor, we are subject to applicable federal statutes and the Federal Acquisition Regulation (FAR), which govern the reimbursement of costs by our government clients. Pursuant to the FAR our contracts limit the allowability of reimbursement for compensation to certain, or in some cases all, employees, including our named executive officers, to a benchmark compensation cap established each year by the Office of Management and Budget (OMB). When comparing compensation to the benchmark cap, all wages, salary, bonuses, deferred compensation, and employer contributions to defined contribution pension plans, if any, for the year, as recorded in our books and records, must be included. Any amounts over the cap are considered unallowable and are therefore not recoverable under our government contracts. The compensation cap established by the OMB, which is applicable to a portion of our contracts for the 2023 calendar year, is $619,000. Other contracts have higher caps and/or limit the allowable compensation of fewer employees.

  56. Compensation Recovery Provisions (Clawbacks) in Incentive Plans

    Compensation Recovery Provisions (Clawbacks) in Incentive Plans We have provisions in our incentive plans that provide us with the ability to impose the forfeiture of bonuses and equity compensation and the recovery of certain bonus amounts and gains from equity compensation awarded under those plans. Such forfeitures and recoveries may occur: •in the event of an accounting restatement due to material non-compliance with any financial reporting requirements under the securities laws with respect to individuals who engage in misconduct or gross negligence that results in a restatement of our financial statements, •with respect to individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, and, •to the extent that, based on erroneous data, any award or payment is in excess of what would have been paid under the accounting restatement during the three-year period preceding the date on which a financial restatement is required, current or former executives, or as otherwise required under applicable laws or regulations. In addition, if an individual engages in certain other misconduct, the Company has the discretion to suspend vesting of all or a portion of any award and/or require the forfeiture or disgorgement to the Company of any equity award (including gains on the sale of the stock, if any) that vested, was paid, or settled in the 12 months prior to or any time after the individual engaged in such misconduct. Our Equity Incentive Plan and Annual Incentive Plan also permit the Company to subject awards to forfeiture, disgorgement, and recoupment under any applicable clawback policies that may be adopted by the Board or our Compensation, Culture and People Committee. On October 26, 2022, the SEC adopted final rules on clawbacks of executive compensation under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The final rules direct the national securities exchanges to adopt listing standards to require listed issuers to adopt mandatory clawback policies. The Company will adopt a policy in compliance with the NYSE listing standards within 60 days of the date such standards become effective.

  57. Certain Change in Control Provisions

    Certain Change in Control Provisions Equity Awards With respect to equity awards granted to our named executive officers under the Equity Incentive Plan in fiscal year 2023, pursuant to the terms of the applicable award agreements as approved by our Compensation, Culture and People Committee, in the event of a change in control: •all time-based options and time-based restricted stock units shall remain outstanding and vest on the applicable vesting date, subject to the continued employment or service of the participant with the Company or any subsidiary thereof through such vesting date. However, if the participant’s employment or service is terminated by the Company without “cause” or for “good reason” (in each case, as defined in the applicable award agreement) within two years following the effective date of the change in control transaction (each, a "Qualifying Termination"), such outstanding options and restricted stock units will vest as of the date of such termination; and •unvested performance-based restricted stock units will remain outstanding at target levels and will vest on the original vesting date, subject to the continued employment or service of the participant by the Company or any subsidiary thereof through such vesting date, but without regard to achievement of any performance goals; however, if the participant’s employment or service is terminated in a Qualifying Termination within two years following the effective date of the change in control, such outstanding restricted stock units will vest as of the date of such termination. “Change in control” is generally defined in the Equity Incentive Plan to mean the acquisition by any person of 50% or more of the combined voting power of our Company's then outstanding voting securities, the merger of our Company if our stockholders immediately prior to the merger do not own more than 50% of the combined voting power of the merged entity, the liquidation or dissolution of our Company (other than in a bankruptcy proceeding or for the purposes of effecting a corporate restructuring or reorganization), or the sale of all or substantially all the assets of our Company to non-affiliates. With respect to any outstanding equity awards granted to our named executive officers under the Equity Incentive Plan prior to May 2022: (x) any such time-based options and time-based restricted stock units will vest upon the change in control as provided by the Equity Incentive Plan and (y) any performance-based restricted stock units will be treated in the same manner as set forth above with respect to awards granted in fiscal year 2023. As described below in Proposal 6, we are asking our stockholders to vote at the Annual Meeting on a proposal to approve the 2023 Equity Incentive Plan of the Company (the “2023 Plan”). If approved by our stockholders, the 2023 Plan will replace and succeed the Equity Incentive Plan, and provide that, upon a change in control, unless otherwise determined by the Compensation, Culture and People Committee or as otherwise provided in an award agreement, any unvested or unexercisable time-based and performance-based awards granted under the 2023 Plan will not become fully vested upon the occurrence of a change in control, and will instead be honored, assumed or substituted following the change in control, so long as such substitute awards (i) provide a participant with rights and entitlements (including economic value) that are substantially equivalent to or better than the rights and terms applicable to the awards held by such participant immediately prior to the change in control, and (ii) provide for accelerated vesting upon an involuntary termination of a participant’s employment without cause or for good reason within two years following the occurrence of the change in control. If the awards are not honored, assumed or substituted upon a change in control, then any time-based awards granted under the 2023 Plan, including time-based options and time-based restricted stock units, will fully vest, and a portion of any outstanding performance-based awards granted under the 2023 Plan, including performance-based restricted stock units, will vest based on performance achieved as of the consummation of the transaction constituting a change in control. Retiree Medical Plan If, during the five-year period after a change in control, our executives' retiree medical plan is terminated or modified in a manner that is materially adverse to our executives, each of our executives, including our named executive officers, will be guaranteed their existing benefits under the plan through the fifth anniversary of the change in control and receive at the end of the five-year period a cash payment equal to the excess of the actuarial cost of the executive's benefits under the plan that would be accrued on the Company's financial statements on the fifth anniversary of the change in control in the absence of the termination or modification over the amount that is accrued on our financial statements on the fifth anniversary of the change in control giving effect to the termination or modification (but excluding the accrual on the payment itself).

  58. Policies on Timing of Equity Grants

    Policies on Timing of Equity Grants It is our policy not to time the granting of equity awards in relation to the release of material, non-public information. Accordingly, regularly scheduled awards are permitted to be granted at times when there is material non-public information. Annual equity awards to all officers, including the named executive officers, are typically granted by the Compensation, Culture and People Committee meeting in May of each fiscal year. We generally grant equity awards to newly hired and promoted executive officers at the subsequently scheduled Compensation, Culture and People Committee or Board meeting following the respective effective date of the hire or promotion.

  59. Effect of Accounting and Tax Treatment on Compensation Decisions

    Effect of Accounting and Tax Treatment on Compensation Decisions The Compensation, Culture and People Committee has from time to time considered the potential impact of Section 162(m) of the Code, or Section 162(m), on elements of our compensation program. Section 162(m) imposes a limit on the amount of compensation that we may deduct in any one year with respect to certain “covered employees.” The 2017 Tax Cuts and Jobs Act made certain changes to Section 162(m), including repealing the performance-based compensation exception and expanding the scope of persons covered by the limitations on deductibility under Section 162(m). Accordingly, compensation paid after March 31, 2018 to our covered employees in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017 that are not modified in any material respect after that date. In prior years, we sought to structure our annual incentive compensation and long-term equity incentive compensation paid to our “covered employees” to be deductible under Section 162(m) to the extent possible. However, our Compensation, Culture and People Committee considers it important to retain the flexibility to design compensation programs that are in the best long-term interests of our Company and our stockholders and does not have a policy requiring compensation to be fully deductible under Section 162(m). While we intend to rely on the transition relief included in the 2017 Tax Cuts and Jobs Act to the extent practicable and consistent with our business needs, as a result of the elimination of the exemption for qualified performance-based compensation, our Compensation, Culture and People Committee expects to pay compensation at levels that are not deductible under Section 162(m). Other provisions of the Code can also affect compensation decisions. Section 409A of the Code, or Section 409A, which governs the form and timing of payment of deferred compensation, imposes sanctions, including a 20% penalty and an interest penalty, on a recipient of deferred compensation that does not comply with Section 409A. Our Compensation, Culture and People Committee takes into account the potential implications of Section 409A in determining the form and timing of compensation awarded to our executives and strives to structure its nonqualified deferred compensation plans to meet these requirements. Section 280G of the Code, or Section 280G, disallows a company's tax deduction for payments received by certain individuals in connection with a change in control to the extent that the payments exceed an amount approximately three times their average annual compensation and Section 4999 of the Code imposes a 20% excise tax on those payments. As described above, awards under our Equity Incentive Plan contain provisions that, in certain circumstances, accelerate vesting of all or a portion of the awards in connection with a change in control and Qualifying Termination within two years following the change in control. To the extent that payments upon a change in control are classified as excess parachute payments, our Company's tax deduction would be disallowed under Section 280G.

  60. Compensation Tables and Disclosures

    | SUMMARY COMPENSATION TABLE | | | | | | | | | | | Name and Principal Position | Fiscal Year 1 | Salary | Bonus | Stock Awards 2 | Option Awards 3 | Non-Equity Incentive Plan Compensation 4 | Change in Pension Value and Nonqualified Deferred Compensation Earnings 5 | All Other Compensation 8 | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Horacio D. Rozanski President & Chief Executive Officer | 2023 | 1,500,000 | — | 8,500,083 | — | 1,875,600 | 10,000 | 298,102 | 12,183,785 | | | 2022 | 1,500,000 | — | 8,500,101 | — | 1,578,000 | 10,000 | 278,236 | 11,866,337 | | | 2021 | 1,500,000 | — | 5,000,076 | — | 1,687,500 | 10,000 | 157,833 | 8,355,409 | | Matthew A. Calderone 6 Executive Vice President, Chief Financial Officer | 2023 | 650,000 | — | 770,498 | 250,007 | 593,940 | 10,367 | 145,162 | 2,419,974 | | Kristine Martin Anderson 6 Executive Vice President, Chief Operating Officer | 2023 | 858,333 | — | 3,658,415 | — | 750,240 | 10,000 | 183,349 | 5,460,337 | | Judith H. Dotson 6 Executive Vice President, President of Global Defense Sector | 2023 | 650,000 | — | 1,991,992 | — | 656,460 | 10,000 | 193,935 | 3,502,387 | | Nancy J. Laben Executive Vice President, Chief Legal Officer | 2023 | 650,000 | — | 1,362,680 | — | 640,830 | 10,000 | 215,221 | 2,878,731 | | | 2022 | 650,000 | — | 1,125,073 | — | 499,700 | 11,490 | 149,880 | 2,436,143 | | | 2021 | 650,000 | — | 975,063 | — | 712,500 | 12,086 | 142,719 | 2,492,368 | | Lloyd W. Howell, Jr. 7 Former Executive Vice President, Chief Financial Officer | 2023 | 768,750 | — | 2,075,082 | — | 468,900 | 7,500 | 169,782 | 3,490,014 | | | 2022 | 1,025,000 | — | 2,075,106 | — | 526,000 | 10,000 | 162,539 | 3,798,645 | | | 2021 | 1,025,000 | — | 1,875,075 | — | 750,000 | 10,000 | 142,370 | 3,802,445 | | Karen M. Dahut 7 Former Executive Vice President, President of Global Defense Sector | 2023 | 597,917 | — | 3,100,133 | — | 364,695 | 5,800 | 218,287 | 4,286,832 | | | 2022 | 1,025,000 | — | 2,075,106 | — | 526,000 | 10,000 | 171,902 | 3,808,008 | | | 2021 | 1,025,000 | — | 1,875,075 | — | 750,000 | 10,000 | 143,954 | 3,804,029 |

  61. Compensation Tables and Disclosures

    | GRANTS OF PLAN-BASED AWARDS TABLE | | | | | | | | | | | | | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards 1 | | | Estimated Future and Possible Payouts Under Equity Incentive Plan Awards 2 | | | All Other Stock Awards; Number of Shares or Stock Units 3 | All Other Option Awards; Number of Securities Underlying Options 4 | Exercise or Base Price of Option Awards 5 | Grant Date Fair Value of Stock and Option Awards 6 ($) | | | | | Threshold | Target | Max | Threshold | Target | Max | | | | | | Name | Grant Date | Approval Date | ($) | ($) | ($) | (#) | (#) | (#) | | | | | | Horacio D. Rozanski | | | | | | | | | | | | | | Annual Incentive Plan | | 5/17/2022 | — | 1,500,000 | — | — | — | — | — | — | — | — | | Equity Incentive Plan | 5/19/2022 | 5/19/2022 | — | — | — | 5,677 | 75,706 | 151,412 | — | — | — | 6,120,073 | | Equity Incentive Plan | 5/19/2022 | 5/17/2022 | — | — | — | — | — | — | 29,441 | — | — | 2,380,010 | | Matthew A. Calderone | | | | | | | | | | | | | | Annual Incentive Plan | | 5/17/2022 | — | 475,000 | — | — | — | — | — | — | — | — | | Equity Incentive Plan | 5/17/2022 | 5/17/2022 | — | — | — | — | — | — | — | 15,040 | 83.38 | 250,007 | | Equity Incentive Plan | 5/17/2022 | 5/17/2022 | — | — | — | 164 | 2,193 | 4,386 | — | — | — | 182,852 | | Equity Incentive Plan | 5/17/2022 | 5/17/2022 | — | — | — | — | — | — | 2,193 | — | — | 182,852 | | Equity Incentive Plan | 10/26/2022 | 10/25/2022 | — | — | — | 203 | 2,716 | 5,432 | — | — | — | 279,395 | | Equity Incentive Plan | 10/26/2022 | 10/25/2022 | — | — | — | — | — | — | 1,219 | — | — | 125,399 | | Kristine Martin Anderson | | | | | | | | | | | | | | Annual Incentive Plan 7 | | 5/17/2022 | — | 475,000 | — | — | — | — | — | — | — | — | | Annual Incentive Plan 8 | | 5/17/2022 | — | 125,000 | — | — | — | — | — | — | — | — | | Equity Incentive Plan | 5/19/2022 | 5/19/2022 | — | — | — | 783 | 10,453 | 20,906 | — | — | — | 845,021 | | Equity Incentive Plan | 5/19/2022 | 5/17/2022 | — | — | — | — | — | — | 6,969 | — | — | 563,374 | | Equity Incentive Plan | 5/19/2022 | 5/19/2022 | — | — | — | — | — | — | 27,833 | — | — | 2,250,020 | | Judith H. Dotson | | | | | | | | | | | | | | Annual Incentive Plan 9 | | 5/17/2022 | — | 475,000 | — | — | — | — | — | — | — | — | | Annual Incentive Plan 10 | | 7/26/2022 | — | 50,000 | — | — | — | — | — | — | — | — | | Equity Incentive Plan | 5/19/2022 | 5/19/2022 | — | — | — | 598 | 7,979 | 15,958 | — | — | — | 645,022 | | Equity Incentive Plan | 5/19/2022 | 5/17/2022 | — | — | — | — | — | — | 5,320 | — | — | 430,069 | | Equity Incentive Plan | 8/1/2022 | 7/26/2022 | — | — | — | 391 | 5,220 | 10,440 | — | — | — | 500,076 | | Equity Incentive Plan | 8/1/2022 | 7/26/2022 | — | — | — | — | — | — | 2,088 | — | — | 200,030 | | Equity Incentive Plan | 8/1/2022 | 7/26/2022 | — | — | — | 86 | 1,149 | 2,298 | — | — | — | 110,074 | | Equity Incentive Plan | 8/1/2022 | 7/26/2022 | — | — | — | — | — | — | 1,114 | — | — | 106,721 | | Nancy J. Laben | | | | | | | | | | | | | | Annual Incentive Plan 11 | | 5/17/2022 | — | 475,000 | — | — | — | — | — | — | — | — | | Annual Incentive Plan 12 | | 10/25/2022 | — | 37,500 | — | — | — | — | — | — | — | — | | Equity Incentive Plan | 5/19/2022 | 5/19/2022 | — | — | — | 626 | 8,350 | 16,700 | — | — | — | 675,014 | | Equity Incentive Plan | 5/19/2022 | 5/17/2022 | — | — | — | — | — | — | 5,567 | — | — | 450,036 | | Equity Incentive Plan | 10/26/2022 | 10/25/2022 | — | — | — | 103 | 1,386 | 2,772 | — | — | — | 142,578 | | Equity Incentive Plan | 10/26/2022 | 10/25/2022 | — | — | — | — | — | — | 924 | — | — | 95,052 | | Lloyd W. Howell, Jr. | | | | | | | | | | | | | | Annual Incentive Plan 13 | | 5/17/2022 | — | 500,000 | — | — | — | — | — | — | — | — | | Equity Incentive Plan | 5/19/2022 | 5/17/2022 | — | — | — | 1,155 | 15,401 | 30,802 | — | — | — | 1,245,017 | | Equity Incentive Plan | 5/19/2022 | 5/17/2022 | — | — | — | — | — | — | 10,268 | — | — | 830,065 | | Karen M. Dahut | | | | | | | | | | | | | | Annual Incentive Plan 14 | | 5/17/2022 | — | 500,000 | — | — | — | — | — | — | — | — | | Equity Incentive Plan | 5/19/2022 | 5/19/2022 | — | — | — | 1,155 | 15,401 | 30,802 | — | — | — | 1,245,017 | | Equity Incentive Plan | 5/19/2022 | 5/17/2022 | — | — | — | — | — | — | 10,268 | — | — | 830,065 | | Equity Incentive Plan | 5/19/2022 | 5/19/2022 | — | — | — | — | — | — | 12,680 | — | — | 1,025,051 |

  62. Compensation Tables and Disclosures

    | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE | | | | | | | | | | | | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)1 | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) 2 | Market Value of Shares or Units of Stock That Have Not Vested ($) 3 | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) 4 | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) 5 | | Horacio D. Rozanski | 5/19/2022 | | | | | | — | — | 75,706 | 7,017,189 | | | 5/19/2022 | | | | | | 19,628 | 1,819,319 | — | — | | | 7/27/2021 | | | | | | — | — | 68,167 | 6,318,399 | | | 5/20/2021 | | | | | | 9,668 | 896,127 | — | — | | | 4/1/2015 | 89,380 | — | — | 29.08 | 4/1/2025 | — | — | — | — | | Matthew A. Calderone | 10/26/2022 | | | | | | — | — | 2,716 | 251,746 | | | 10/26/2022 | | | | | | 813 | 75,357 | — | — | | | 5/17/2022 | 3,008 | 12,032 | — | 83.38 | 5/17/2032 | — | — | — | — | | | 5/17/2022 | | | | | | — | — | 2,193 | 203,269 | | | 5/17/2022 | | | | | | 1,462 | 135,513 | — | — | | | 7/27/2021 | | | | | | — | — | 947 | 87,777 | | | 5/18/2021 | | | | | | 345 | 31,978 | — | — | | | 5/23/2018 | 26,716 | — | — | 41.28 | 5/23/2028 | — | — | — | — | | Kristine Martin Anderson | 5/19/2022 | | | | | | 4,646 | 430,638 | — | — | | | 5/19/2022 | | | | | | — | — | 10,453 | 968,889 | | | 5/19/2022 | | | | | | 27,833 | 2,579,841 | — | — | | | 7/27/2021 | | | | | | — | — | 7,185 | 665,978 | | | 5/20/2021 | | | | | | 1,747 | 161,929 | — | — | | | 5/22/2019 | 8,156 | 2,039 | — | 62.12 | 5/22/2029 | — | — | — | — | | | 1/29/2019 | 10,356 | 2,591 | — | 47.99 | 1/29/2029 | — | — | — | — | | | 5/23/2018 | 26,716 | — | — | 41.28 | 5/23/2028 | — | — | — | — | | | 4/1/2015 | 20,260 | — | — | 29.08 | 4/1/2025 | — | — | — | — | | Judith H. Dotson | 8/1/2022 | | | | | | — | — | 1,149 | 106,501 | | | 8/1/2022 | | | | | | 743 | 68,869 | — | — | | | 8/1/2022 | | | | | | — | — | 5,220 | 483,842 | | | 8/1/2022 | | | | | | 2,088 | 193,537 | — | — | | | 5/19/2022 | | | | | | — | — | 7,979 | 739,574 | | | 5/19/2022 | | | | | | 3,547 | 328,771 | — | — | | | 7/27/2021 | | | | | | — | — | 4,846 | 449,176 | | | 5/20/2021 | | | | | | 1,178 | 109,189 | — | — | | | 5/20/2020 | 11,613 | 7,746 | — | 74.59 | 5/20/2030 | — | — | — | — | | | 5/17/2017 | 26,814 | — | — | 35.63 | 5/17/2027 | — | — | — | — | | Nancy J. Laben | 10/26/2022 | | | | | | — | — | 1,386 | 128,468 | | | 10/26/2022 | | | | | | 616 | 57,097 | — | — | | | 5/19/2022 | | | | | | — | — | 8,350 | 773,962 | | | 5/19/2022 | | | | | | 3,712 | 344,065 | — | — | | | 7/27/2021 | | | | | | — | — | 7,519 | 696,936 | | | 5/20/2021 | | | | | | 1,828 | 169,437 | — | — | | | 11/14/2018 | 23,193 | — | — | 51.22 | 11/14/2028 | — | — | — | — | | | 5/17/2017 | 16,090 | — | — | 35.63 | 5/17/2027 | — | — | — | — | | Lloyd W. Howell, Jr. | 7/27/2021 | | | | | | — | — | 13,868 | 1,285,425 | | | 5/20/2021 | | | | | | 3,373 | 312,643 | — | — | | Karen M. Dahut | 5/20/2021 | | | | | | 3,373 | 312,643 | — | — |

  63. Compensation Tables and Disclosures

    | OPTION EXERCISES AND STOCK VESTED TABLE | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)1 | Number of Shares Acquired on Vesting (#)2 | Value Realized on Vesting 3 ($) | | Horacio D. Rozanski | — | — | 105,782 | 9,869,768 | | Matthew A. Calderone | — | — | 6,883 | 639,516 | | Kristine Martin Anderson | 15,064 | 1,122,353 | 17,308 | 1,613,734 | | Judith H. Dotson | 15,000 | 1,288,350 | 9,753 | 908,599 | | Nancy J. Laben | — | — | 18,741 | 1,747,639 | | Lloyd W. Howell, Jr. | 21,105 | 1,299,013 | 31,738 | 2,962,057 | | Karen M. Dahut | 97,761 | 5,536,473 | 6,724 | 623,248 |

  64. Compensation Tables and Disclosures

    (1)The value realized upon exercise is calculated based on the fair market value of our common stock at exercise less the exercise price of the option. (2)Includes performance-based restricted stock units earned by our named executive officers, as applicable, in connection with the fiscal years 2021-2023 performance period that vested on March 31, 2023, and a portion of the time-based restricted stock units granted in previous fiscal years that vested on March 31, 2023. (3)The value realized on vesting is calculated based on fair market value on the applicable vesting date of March 31, 2023 for time-based RSUs and May 23, 2023 for performance-based RSUs, respectively, multiplied by the number of shares of our common stock underlying such award. Pension Benefits Table The Officers’ Retirement Plan is an unfunded defined benefit retirement plan that we maintain for our executives. Under the Officers’ Retirement Plan, if an executive retires of his or her own volition (and is not entitled to severance) after a minimum of either (a) age 60 with five years of service as an executive, or (b) age 50 with 10 years of service as an executive, such executive will be entitled to receive a single lump sum retirement payment equal to $10,000 for each year of service as an executive, pro-rated as appropriate. As of fiscal year-end 2023, Messrs. Rozanski and Calderone and Mses. Anderson, Dotson, and Laben are eligible to receive benefits under the Officers’ Retirement Plan upon retirement. Each of Ms. Dahut and Mr. Howell received a payment during fiscal year 2023 associated with their retirements during the fiscal year.

  65. Compensation Tables and Disclosures

    | PENSION BENEFITS TABLE | | | | | | Name | Plan Name | Number of Years Credited Service (#)1 | Present Value of Accumulated Benefits ($)2 | Payments During Last Fiscal Year ($)3 | | Horacio D. Rozanski | Officers' Retirement Plan | 23.5 | 235,000 | — | | Matthew A. Calderone | Officers' Retirement Plan | 11.0 | 110,000 | — | | Kristine Martin Anderson | Officers' Retirement Plan | 13.0 | 130,000 | — | | Judith H. Dotson | Officers' Retirement Plan | 18.5 | 185,000 | — | | Nancy J. Laben | Officers' Retirement Plan | 9.5 | 95,000 | — | | Lloyd W. Howell, Jr. | Officers' Retirement Plan | 22.3 | — | 222,500 | | Karen M. Dahut | Officers' Retirement Plan | 18.1 | — | 180,800 |

  66. Pay Versus Performance Table

    Pay Versus Performance Table The CAP figures in the table below do not represent the compensation that the CEO or the NEOs actually earned, realized or received due to the change in fair market value of the equity awards over time. As a result, when designing or deciding on the compensation for our NEOs, the Compensation, Culture and People Committee did not take the data in the table into account. Our "Compensation Discussion and Analysis" includes a thorough explanation of the company's executive pay program and the guiding principles and methodology of the Committee (beginning on page 29).

  67. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Table Total for PEO ($)(000) (1) | Compensation Actually Paid to PEO ($)(000) (1)(2)(3)(4) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(000) (1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(000) (1)(2)(3)(4) | BAH Total Shareholder Return ($) | S&P Software & Services Select Industry Index Total Shareholder Return ($)(5) | Net Income ($)(000) | Adjusted EBITDA ($)(000) (6) | | 2023 | 12,184 | 15,386 | 3,673 | 2,801 | 142 | 152 | 271,215 | 1,014,065 | | 2022 | 11,866 | 9,938 | 3,125 | 3,019 | 132 | 181 | 466,577 | 935,088 | | 2021 | 8,355 | 14,801 | 3,147 | 5,097 | 119 | 192 | 608,958 | 839,674 |

  68. Pay Versus Performance Table

    (1)Horacio D. Rozanski is our principal executive officer (PEO) for fiscal years 2021, 2022, and 2023. The individuals comprising the Non-PEO named executive officers (“NEOs”) for each year presented are listed below.

  69. Pay Versus Performance Table

    | 2021 | 2022 | 2023 | | Lloyd W. Howell, Jr. | Lloyd W. Howell, Jr. | Matthew A. Calderone | | Karen M. Dahut | Karen M. Dahut | Kristine Martin Anderson | | Nancy J. Laben | Nancy J. Laben | Judith H. Dotson | | Susan L. Penfield | Susan L. Penfield | Nancy J. Laben | | | | Karen M. Dahut | | | | Lloyd W. Howell, Jr. |

  70. Pay Versus Performance Table

    (2)Amounts shown for CAP are computed in accordance with Item 402(v) of Regulation S-K under the Exchange Act and do not reflect the actual amount of compensation earned by or paid to the NEOs during the applicable year. These amounts reflect total compensation as reported in the Summary Compensation Table with certain adjustments as required by Item 402(v) of Regulation S-K and described in footnote (4) below. (3)For the portion of CAP that is based on year-end stock prices, $92.69 was used for fiscal year 2023, $87.84 was used for fiscal year 2022, and $80.53 was used for fiscal year 2021. (4)CAP reflects the exclusions and inclusions of certain amounts from Summary Compensation Table total compensation for the PEO and the other NEOs as set forth below under the heading "Summary Compensation Table Total and Compensation Actually Paid Reconciliation for the PEO and non-PEOs." Equity values are calculated in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. The valuation methodologies and assumptions used to calculate CAP are based on our grant date fair market value of these awards as disclosed in the company’s consolidated audited financial statements filed with the SEC on Form 10-K for the years reflected in the Summary Compensation Table Total, with the adjustments set forth below in the Compensation Actually Paid Reconciliation for the PEO and non-PEOs table. (5)Total stockholder return ("TSR") shown in the table above utilizes the S&P Software & Services Select Index which we use in the stock performance graph required by Item 201(e) of Regulation S-K included in the company’s consolidated audited financial statements filed with the SEC on Form 10-K for fiscal years 2021, 2022, and 2023. The comparison assumes $100 was invested for the period starting April 1, 2020 through March 31 of the applicable fiscal year in each of the company’s Common Stock and the S&P Software & Services Select Index. All dollar values assume reinvestment of the pre-tax value of dividends paid by companies included in the S&P Software & Services Select Index. The historical stock price performance of our Common Stock shown is not necessarily indicative of future stock price performance. (6)Pursuant to Item 402(v) of Regulation S-K, we determined annual Adjusted EBITDA to be our most important financial performance measure used to link company performance to CAP to our PEO and other NEOs in fiscal year 2023. See Appendix A to this proxy statement for a reconciliation of Adjusted EBITDA to the most directly comparable financial measure calculated and presented in accordance with GAAP. Annually, we review our established performance financial metrics to ensure they maximize stockholder value. As such, we may determine a different financial performance measure in future years.

  71. Summary Compensation Table Total and Compensation Actually Paid Reconciliation for the PEO and non-PEOs

    Summary Compensation Table Total and Compensation Actually Paid Reconciliation for the PEO and non-PEOs The following table sets forth the adjustments that were made to Summary Compensation Table ("SCT") total compensation to calculate CAP for our PEO and non-PEO NEOs for each of the years in the PvP table above. Although the table below includes SCT compensation and CAP totals, the values are not comparable. The SCT values include base salary, short term annual cash incentive, and long-term equity incentives, and all other compensation received by the named executive officers during the applicable fiscal year. The long-term equity incentive values for each year in the SCT are calculated by using the fair value of the grant at the time the grant was made. CAP values include a revaluation of the grants made during fiscal year 2023 at fiscal year-end, plus the fiscal year-over-year change in the fair value of multiple fiscal years of historical equity grants. CAP may be higher or lower than the SCT compensation values because CAP includes multiple fiscal years of grants and the calculation of CAP each year is heavily impacted by the change in the company's stock price. The actual value of an equity award realized by a PEO or NEO depends on several factors measured over multiple fiscal years to include but not limited to the company's stock price, the financial performance of the company, the relative TSR performance of the company as compared to a peer group, and timing of stock option exercises.

  72. Summary Compensation Table Total and Compensation Actually Paid Reconciliation for the PEO and non-PEOs

    | | Calculation for PEO | | | Calculation for Average of Non-PEOs | | | | Calculation of Compensation Actually Paid | Fiscal Year 2021($) | Fiscal Year 2022($) | Fiscal Year 2023($) | Fiscal Year 2021($) | Fiscal Year 2022($) | Fiscal Year 2023($) | | SCT Total Compensation | 8,355,409 | 11,866,337 | 12,183,785 | 3,147,477 | 3,124,843 | 3,673,046 | | Less aggregate change in actuarial present value of accumulated pension benefits | (10,000) | (10,000) | (10,000) | (10,522) | (10,373) | (8,945) | | Plus service cost and prior service cost for pension plans | — | — | — | — | — | — | | Less grant date fair value of stock and option awards in SCT | (5,000,076) | (8,500,101) | (8,500,083) | (1,400,071) | (1,575,106) | (2,201,468) | | Plus fair value as of fiscal year-end of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year | 7,139,821 | 4,991,758 | 8,696,165 | 1,834,004 | 958,209 | 1,348,778 | | Plus change in fair value (whether positive or negative) as of vesting date (from the end of the prior fiscal year) of awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at fiscal year-end or during the fiscal year | 1,708,189 | 563,435 | 1,013,909 | 663,256 | 236,171 | 152,856 | | Plus fair value as of vesting date of awards that are granted and vest in the same year | 503,796 | 849,237 | 909,567 | 201,506 | 224,761 | 132,315 | | Plus change in fair value (whether positive or negative) as of fiscal year-end for awards granted in prior fiscal years that are outstanding and unvested as of the end of the fiscal year | 1,663,419 | (225,765) | 671,013 | 540,681 | (36,753) | 67,845 | | Less fair value at the end of the prior fiscal year for any awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year | — | — | — | — | — | (416,920) | | Plus dividends or other earnings paid on awards during the fiscal year prior to the vesting date that are not otherwise included in total compensation for the covered fiscal year | 440,162 | 402,820 | 421,304 | 120,661 | 97,072 | 53,521 | | Compensation Actually Paid | 14,800,720 | 9,937,722 | 15,385,660 | 5,096,992 | 3,018,825 | 2,801,027 |

  73. Relationship Between Pay Versus Performance Measures and Compensation Actually Paid Descriptions

    Relationship Between Pay Versus Performance Measures and Compensation Actually Paid Descriptions The charts below display the relationship between CAP to our PEO and the average of CAP to our other NEOs for the Company’s cumulative TSR and S&P Software & Services Select Industry Index TSR, GAAP Net Income, and Adjusted EBITDA over the three-year period from fiscal years 2021 through 2023.

  74. PROPOSAL 6: APPROVAL OF THE 2023 EQUITY INCENTIVE PLAN

    | Outstanding equity awards under equity incentive plans as of June 5, 2023 | Number of shares | Weighted average exercise price of options | Weighted average remaining term of options | | Outstanding time-based restricted stock units and restricted stock | 1,235,603 | — | — | | Outstanding performance-based restricted stock units earned, not yet settled | 0 | — | — | | Outstanding performance-based restricted stock units eligible to be earned, at target | 503,967 | — | — | | Total full value awards outstanding | 1,739,570 | — | — | | Outstanding options | 954,988 | $63.19 | 5.04 | | Total appreciation awards outstanding | 954,988 | $63.19 | 5.04 | | Total equity awards outstanding | 2,694,558 | — | — |