DEF 14A of Booz Allen Hamilton Holding Corp, Jun 12, 2025

DEF 14A of Booz Allen Hamilton Holding Corp

Filed Jun 12, 2025 · FY20250001443646-25-000112

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, with the exception of Ms. Barnes, 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 7. Ms. Barnes has notified the Board of her intention to not stand for re-election at the Annual Meeting. Ms. Barnes’ decision to not stand for re-election was not the result of any disagreement with the Company relating to any of our operations, policies, or practices. Current Board Composition

  2. Our Board of Directors

    | Director Independence | Tenure | | | | | Age Mix | | | | |

  3. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  4. Election of Directors

    Election of Directors Each of our directors, with the exception of Ms. Barnes, has been nominated for election to the Board for a one-year term, expiring at the 2026 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.

  5. Board Skills and Expertise

    Board Skills and Expertise The Nominating and Corporate Governance Committee and the Board believe that each director nominee brings a strong and diverse set of skills and expertise to the Company, as reflected in the chart 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.

  6. Director Nominees

    Director Nominees The twelve 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.

  7. 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. Key Skills, Qualifications and Expertise: •Expertise in finance, financial reporting, compliance and controls, and global businesses; •Public company directorship and audit committee experience; •Operating and management experience; •Understanding of government contracting; and •Core business skills, including financial and strategic planning. Other Current Public Company Directorships: • Spire Global, Inc. (NYSE: SPIR) (since August 2022) • Zurich Insurance Group (XSWX: ZURN) (since April 2015) Past Public Company Directorships (within past 5 years): • BuzzFeed, Inc. (NASDAQ: BZFD) (August 2021 – May 2023) — Audit Committee (Chair) • Sirius XM Holdings Inc. (NASDAQ: SIRI) (2008 – June 2021) Private Directorships and Other Memberships: • BuzzFeed, Inc. (June 2023 – December 2023) — Independent Advisor • Société Général, S.A (October 2016 – June 2022) — Independent Advisor • Public Company Accounting Oversight Board (2014 – 2020) — Standing Advisory Group member | | | | | Age: 72 Director since: 2012 Independent Committee: •Audit | | | Debra L. Dial | Ms. Dial is the former Senior Vice President, Chief Accounting Officer, and Controller of AT&T Inc. (NYSE: T), a global telecommunications company. Ms. Dial served as Chief Accounting Officer from 2022 to 2023 and Senior Vice President and Controller from 2016 to 2023. Previously Ms. Dial served as Vice President of Finance for AT&T Capital Management with responsibility for capital allocation, budgeting, and governance, and as Chief Financial Officer for the AT&T Chief Information and Technology Officers. Prior to joining AT&T in 1996, Ms. Dial spent ten years at KPMG in their audit practice. Ms. Dial is a Certified Public Accountant with a BBA in accounting from the McCombs School of Business, University of Texas at Austin. She is a member of the Financial Accounting Standards Advisory Council (FASAC). Key Skills, Qualifications and Expertise: •Public company directorship and audit committee experience; •Operating and management experience; and •Core business skills, including financial and strategic planning. Other Current Public Company Directorships: •Dow Inc. (NYSE: DOW) (since April 2021) •Hubbell Inc. (NYSE: HUBB) (since July 2023) | | | | | Age: 64 Director since: January 2025 Independent Committees: •Audit | |

  8. 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 and as senior advisor at Boston Consulting Group from 2012 to 2017. She currently serves on the nonprofit board 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. Ms. Flournoy has extensive experience in the defense and national security industry and serves as a member of the Council on Foreign Relations and the Aspen Strategy Group and previously served on the Defense Policy Board, the President's Intelligence Advisory Board, the National Security Agency Advisory Board, and the CIA Director's External Advisory Board. | | | | | Age: 64 Director since: 2018 Independent Committees: •Compensation, Culture and People •Nominating and Corporate Governance (Chair) | Key Skills, Qualifications and Expertise: • 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. Other Current Public Company Directorships: •Astra Space, Inc. (NASDAQ: ASTR) (since August 2021) Private Directorships and Other Memberships: •Amida Technology Solutions — Chair of the Board •Microsoft Policy Advisory Board — Member •Harvard University’s Belfer Center for Science and International Affairs — Senior Fellow •Georgia Tech's Sam Nunn School of International Affairs — Non-resident faculty member •CARE USA — Board member •The War Horse — Board member |

  9. 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. Key Skills, Qualifications and Expertise: •Expertise in finance, financial planning, and compliance and controls; •Public company directorship and audit committee experience; and •Core business skills, including financial and strategic planning. Past Public Company Directorships (within past 5 years): •Rayonier Advanced Materials, Inc. (NYSE: RYAM) (July 2014 — May 2020) Private Directorships and Other Memberships: •First American Funds (January 2016 – March 2024) — Board member, Chairman of the Board (2020 — March 2024) •California Academy of Sciences — Trustee | | | | | Age: 74 Director since: 2011 Lead Independent Director Committees: •Executive | |

  10. 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. Key Skills, Qualifications and Expertise: • 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. Other Current Public Company Directorships: •JetBlue (NASDAQ: JBLU) (since 2011) — Governance and Nominating Committee (Chair) Private Directorships and Other Memberships: •Children's Aid (since 2019) — Board member and Treasurer •Wesleyan University — Emerita trustee •The Brearley School — Emerita trustee | | | | | Age: 66 Director since: 2018 Independent Committee: •Audit (Chair) •Executive | |

  11. 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, government services, aerospace, and defense businesses. Mr. Johnson brings extensive IT management experience to the Board, having held senior positions at IBM, Loral Corporation, and Lockheed Martin. Key Skills, Qualifications and Expertise: • Public company directorship and audit committee experience; • Operating and management experience; • Understanding of government contracting; and • Core business skills, including financial and strategic planning. Private Directorships and Other Memberships: •Fidelity Investments, Fixed Income and Asset Allocation mutual fund board (2008 — 2023) - Independent Trustee •Eaton Corporation, plc (2009 — 2019) - Board member | | | | | Age: 78 Director since: 2011 Independent Committee: •Audit | |

  12. 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. Key Skills, Qualifications and Expertise: •Public company directorship and committee experience; •Operating and management experience; and •Core business skills, including financial and strategic planning. Other Current Public Company Directorships: •AMETEK, Inc. (NYSE: AME) (since August 2014) Private Directorships and Other Memberships: •Hennessy Capital Acquisition Corp. IV (2018 — 2020) — Board member •Boart Longyear Limited (November 2015 — August 2019) — Board member •J.M. Huber Corporation (since 2016) — Board member | | | | | Age: 62 Director since: 2014 Independent Committees: •Compensation, Culture and People (Chair) •Nominating and Corporate Governance •Executive | | | Robert C. O’Brien | Mr. O'Brien is the co-founder and chairman of American Global Strategies LLC. Prior to this position he served as the U.S. National Security Advisor from 2019 to 2021. He served as the Special Presidential Envoy for Hostage Affairs from May 2018 to October 2019 and was a presidentially appointed member of the U.S. Cultural Property Advisory Committee from 2008 to 2011. Mr. O'Brien was co-chairman of the U.S. Department of State Public-Private Partnership for Justice Reform in Afghanistan from 2005 to 2009 and served as the U.S. Representative to the 60th session of the UN General Assembly from 2005 to 2006. Additionally, he previously served as the Senior Legal Officer for the UN Security Council from 1996 to 1998. Mr. O'Brien holds a J.D. from the U.C. Berkeley School of Law and a B.A. in political science, cum laude, from UCLA. Key Skills, Qualifications and Expertise: •Significant government experience and strong skills in public policy; and •Core business skills, including financial and strategic planning, as well as leading not-for-profit organizations. Private Directorships and Other Memberships: •President’s Intelligence Advisory Board (PIAB) – Presidentially Appointed Member •The Richard Nixon Foundation – Chair of the Board •Global Taiwan Institute (GTI) Task Force on US-Taiwan Relations – Chairman •Center for Strategic and International Studies (CSIS) Commission on Hostage Taking and Wrongful Detention – Chairman •Exthera Medical Corporation – Advisory Board Member •Citizens Bank – Advisory Board Member •Paradigm Operations LP – Advisory Board Member | | | | | Age: 58 Director since: June 2025 Independent Committees: •Compensation, Culture and People •Nominating and Corporate Governance | |

  13. Director Nominees

    | Director | Principal Occupation, Business Experience and Other Directorships Held |

  14. Director Nominees

    | Rory P. Read | Mr. Read has served as President and Chief Executive Officer of Sprinklr since November 2024. He served as Chief Executive Officer of Vonage, a global leader in cloud communications helping businesses accelerate their digital transformation, from July 2020 to March 2024. He also served as Senior Vice President at Ericsson from July 2022 to March 2024, having joined the company as part of Ericsson’s acquisition of Vonage. He has more than four 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: 63 Director since: 2023 Independent Committees: •Compensation, Culture and People •Nominating and Corporate Governance | Key Skills, Qualifications and Expertise: •Operating and management experience; •Understanding of government contracting; and •Core business skills, including financial and strategic planning. |

  15. Director Nominees

    | 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. Key Skills, Qualifications and Expertise: •Expertise in finance, financial reporting, compliance and controls, and global businesses; •Public company directorship and audit committee experience; •Operating and management experience; •Understanding of government contracting; and •Core business skills, including financial and strategic planning. Private Directorships and Other Memberships: •Abrigo Corporation (since July 2021) — Board member, Chair of the Audit Committee •Exiger (since March 2024) — Board member •Unison Corporation (April 2020 – August 2022) •Accelerated Learning Inc. (December 2018 – February 2023) — Board member •Novetta Solutions LLC (March 2016 – 2021) — Board member •Coalfire Systems Inc. (November 2015 – July 2019) — Board member •Spark the Journey — Board member and Chair of the Development Committee | | | | | Age: 84 Director since: 2008 Independent Committee: •Audit | |

  16. Director Nominees

    | Director | Principal Occupation, Business Experience and Other Directorships Held |

  17. Director Nominees

    | Horacio D. Rozanski | Mr. Rozanski is our Chairman, Chief Executive Officer, and President. A respected business leader, Mr. Rozanski led the transformation of the Company into an advanced technology provider. He joined Booz Allen in 1992 as a consultant to commercial customers, 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. Mr. Rozanski became Chairman of our Board of Directors in July 2024. Key Skills, Qualifications and Expertise: •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. Other Current Public Company Directorships: •Marriott International, Inc. (NASDAQ: MAR) (since March 2021) Private Directorships and Other Memberships: •Children’s National Hospital (since 2019) — Board member and Chair (since 2021) •The Economic Club of Washington, DC — Member •Business Roundtable — Member •United States Holocaust Memorial Museum’s Committee on Conscience - Member •Kennedy Center Corporate Fund Board — Vice Chair | | | | | Age: 57 Director since: 2014 Committee: •Executive (Chair) | |

  18. Director Nominees

    | William M. Thornberry | Mr. Thornberry represented the 13th district of Texas in the U.S. House of Representatives from January 1995 until January 2021. He served on the Armed Services Committee throughout his time in Congress, was its Chairman from January 2015 to January 2019, and became its Ranking Member in January 2019. Mr. Thornberry also served on the House Intelligence Committee for 14 years and chaired the Cyber Task Force in 2011. He previously served in the State Department during the Reagan Administration, as staff on Capitol Hill, and practiced law in Amarillo, Texas. Mr. Thornberry’s family has been ranching in Texas since 1881‚ a family business in which he continues to participate. Key Skills, Qualifications and Expertise: •Significant government experience, particularly in national security and defense policies; •Public company directorship experience; •Understanding of government contracting; and •Core business skills, including financial and strategic planning. Private Directorships and Other Memberships: •Fortinet Federal, Inc — Board member •CAE USA — Board member, Chair of the Board | | | | | Age: 66 Director since: 2024 Independent Committees: •Compensation, Culture and People •Nominating and Corporate Governance | |

  19. Director Nominees

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

  20. NON-CONTINUING DIRECTORS

    NON-CONTINUING DIRECTORS The one director whose term will not continue after the Annual Meeting is listed below.

  21. NON-CONTINUING DIRECTORS

    | Director | Principal Occupation, Business Experience and Other Directorships Held | | 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, a professor of practice 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 since 2014. 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. Key Skills, Qualifications and Expertise: •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. Other Current Public Company Directorships: •Ventas Inc. (NYSE: VTR) (since 2014) – Nominating and Corporate Governance Committee (Chair) Private Directorships and Other Memberships: •William and Flora Hewlett Foundation (since 2023) — Board member •Thomas Jefferson Foundation (since 2018) — Trustee | | | | | Age: 61 Director since: 2015 Independent Committees: •Compensation, Culture and People •Nominating and Corporate Governance | |

  22. 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

  23. 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. 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.

  24. 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 a variety of professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. 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. Board Tenure We believe that a Board with a range of tenures 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 8.2 years.

  25. Director Compensation

    Director Compensation Directors who are employed by us do not receive any additional compensation for their services as directors. For non-employee directors, on an annual basis, the Chief People Officer, with the assistance of our outside compensation consultant, performs a comprehensive review of director compensation and makes recommendations to the Compensation, Culture and People Committee regarding proposed changes. In July 2024, 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 approved a $25,000 increase in the annual equity award. Additionally, the Compensation, Culture and People Committee approved a $50,000 additional retainer for the Lead Independent Director, and a $5,000 increase in the additional retainer for each of the Compensation, Culture and People Committee and Nominating and Corporate Governance chairs. The changes to the compensation levels for directors apply for their service from August 2024 to July 2025. Director compensation included the following:

  26. Director Compensation

    | Component | Annual Amount | | Annual Equity Award | $225,000 | | Annual Board Retainer | $120,000 | | Lead Independent Director Additional Retainer | $50,000 | | Audit Committee Chair Additional Retainer | $30,000 | | Compensation, Culture and People Committee Chair Additional Retainer | $25,000 | | Nominating and Corporate Governance Committee Chair Additional Retainer | $20,000 |

  27. Director Compensation

    The annual equity awards to our directors are granted in the form of restricted stock under our 2023 Equity Incentive Plan (the "Equity Incentive Plan"). 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. The annual retainer and any additional payments for service as a chair are generally paid in cash, unless a director elects to receive all or a portion of such payments in the form of restricted stock. Our directors do not receive additional fees for attending Board or committee meetings. The following table shows the compensation earned by or paid to our non-employee directors in fiscal year 2025:

  28. Director Compensation Table

    Director Compensation Table

  29. Director Compensation Table

    | Name | Fees Earned ($) | Stock Awards ($)(1)(13) | Total ($)(14) | | Joan Lordi C. Amble | 120,000(2) | 225,081(2) | 345,081 | | Melody C. Barnes | 120,000(3) | 225,003(3) | 345,003 | | Debra L. Dial | 69,370(4) | 130,070(4) | 199,440 | | Michèle A. Flournoy | 140,000(5) | 225,094(5) | 365,094 | | Mark E. Gaumond | 185,000(6) | 225,036(6) | 410,036 | | Ellen Jewett | 142,438(7) | 225,003(7) | 367,442 | | Arthur E. Johnson | 120,000(8) | 225,003(8) | 345,003 | | Gretchen W. McClain | 145,000(9) | 225,003(9) | 370,003 | | Rory P. Read | 120,000(10) | 225,081(10) | 345,081 | | Charles O. Rossotti | 120,000(11) | 225,081(11) | 345,081 | | William M. Thornberry | 120,000(12) | 225,003(12) | 345,003 |

  30. Director Compensation Table

    (1)This column represents the grant date fair value of the stock awards granted to our directors in fiscal year 2025. Where the stock awards were the result of voluntary elections to receive cash retainers in stock, the value reflected in this 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 included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, 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 the form of restricted stock, and was granted a total of 2,414 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 $345,081, based on the $142.95 closing price of our stock on the August 1, 2024 grant date. (3)Ms. Barnes elected to receive her annual retainer in the form of cash, and was granted a total of 1,574 shares of restricted stock for her annual equity grant. The grant date fair market value of the shares was $225,003, based on the $142.95 closing price of our stock on the August 1, 2024 grant date. (4)Ms. Dial elected to receive her annual retainer in the form of cash and was granted a total of 1,009 shares of restricted stock for her annual equity grant. The grant date fair market value of the shares was $130,070, based on the $128.91 closing price of our stock on the January 28, 2025 grant date. (5)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 2,554 shares of restricted stock for her annual equity grant and in lieu of (i) her annual retainer and (ii) $20,000 for the chair retainer. The grant date fair market value of the shares was $365,094, based on the $142.95 closing price of our stock on the August 1, 2024 grant date. (6)Mr. Gaumond elected to receive his annual retainer and his additional payment of $15,000 for services as the chair of the Audit Committee in the form of cash. He elected his additional payment for service as the Lead Independent Director in the form of restricted stock. He was granted a total of 1,924 shares of restricted stock for his annual equity grant and in lieu of $50,000 for the Lead Independent Director retainer. The grant date fair market value of the shares was $275,036, based on the $142.95 closing price of our stock on the August 1, 2024 grant date. (7)Ms. Jewett was elected chair of the Audit Committee effective November 1, 2024. Ms. Jewett elected to receive her annual retainer and her additional payment of $22,438 for services as the chair of the Audit Committee in the form of cash. She was granted a total of 1,574 shares of restricted stock for her annual equity grant. The grant date fair market value of the shares was $225,003, based on the $142.95 closing price of our stock on the August 1, 2024 grant date. (8)Mr. Johnson elected to receive his annual retainer in the form of cash, and was granted a total of 1,574 shares of restricted stock for his annual equity grant. The grant date fair market value of the shares was $225,003, based on the $142.95 closing price of our stock on the August 1, 2024 grant date. (9)Ms. McClain elected to receive her annual retainer and her additional payment of $25,000 for service as the chair of the Compensation, Culture and People Committee in the form of cash, and was granted a total 1,574 shares of restricted stock for her annual equity grant. The grant date fair market value of the shares was $225,003, based on the $142.95 closing price of our stock on the August 1, 2024 grant date. (10)Mr. Read elected to receive his annual retainer in the form of restricted stock, and was granted a total of 2,414 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 $345,081, based on the $142.95 closing price of our stock on the August 1, 2024 grant date. (11)Mr. Rossotti elected to receive his annual retainer in the form of restricted stock, and was granted a total of 2,414 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 $345,081, based on the $142.95 closing price of our stock on the August 1, 2024 grant date. (12)Mr. Thornberry elected to receive his annual retainer in the form of cash, and was granted 1,574 shares of restricted stock for his annual equity grant. The grant date fair market value of the shares was $225,003, based on the $142.95 closing price of our stock on the August 1, 2024 grant date. (13)The following table sets forth the aggregate number of equity awards outstanding at the end of fiscal year 2025. (14)Mr. O'Brien is not featured in the preceding table because he was elected to the Board effective June 9, 2025, following the end of fiscal year 2025.

  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 2025 executive compensation, the Compensation, Culture and People Committee requested that our outside compensation consultant, who at the time was 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: Government services organizations in information technology consulting and other services industries, such as cyber, data processing and outsourced services, and the aerospace and defense industries, as well as other comparable organizations that our Investor Relations department tracks and/or 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 2025, the same peer group referred to for benchmarking and setting compensation for our named executive officers in fiscal year 2024.

  32. Setting Executive Compensation and Peer Group

    | Fiscal Year 2025 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. (FI) | - FTI Consulting, Inc. (FCN) - Jacobs Engineering (J) - KBR Inc. (KBR) - L3Harris Technologies, Inc. (LHX) - Leidos Holdings, Inc. (LDOS) - 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 2025 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." In fiscal year 2025, Korn Ferry was also engaged to: •Review and provide advice on our Compensation Discussion & Analysis; •Participate in the compensation risk assessment; •Perform benchmarking and analysis of our Board of Directors' compensation; and •Provide general market intelligence for setting short-term and long-term performance metrics and associated goals in the Annual Incentive Plan and the Equity Incentive Plan. In consultation with the Compensation, Culture and People Committee, the Company made a decision in the latter part of fiscal year 2025 to engage a new executive compensation consultant, Pay Governance. Pay Governance provided advice in fiscal year 2025 related to the following matters: • Executive compensation strategy, peer selection insight, and market alignment, with respect to fiscal year 2026; • Benchmarking and analysis of our CEO and other named executive officers' fiscal year 2026 compensation; and • General market intelligence for setting short-term and long-term performance metrics and associated goals in the Annual Incentive Plan and the Equity Incentive Plan. 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.

  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

    Fiscal Year 2025 Compensation Changes Effective for fiscal year 2025, the Compensation, Culture and People Committee, with guidance from our outside compensation consultant, who at the time was Korn Ferry, peer benchmarking data, and the CEO (in the case of named executive officers who are direct reports to the CEO), approved compensation changes for certain of our named executive officers to further increase the competitiveness of executive pay with continued focus on short-term and long-term Company performance and stockholder interests. The Compensation, Culture and People Committee approved the following compensation increases for Mr. Calderone, Ms. Anderson, Mr. Crowe, and Ms. Laben: (i) Mr. Calderone received an increase of $100,000 to base salary, $100,000 to the target annual incentive amount and $300,000 to the target annual equity grant amount, (ii) Ms. Anderson received an increase of $125,000 to the target annual incentive amount and $250,000 to the target annual equity grant amount, (iii) Mr. Crowe received an increase of $125,000 to the target annual incentive amount and $225,000 to the target annual equity grant amount, and (iv) Ms. Laben received an increase of $100,000 to the target annual incentive amount. Additionally, in May 2024, in connection with the approval of the foregoing compensation changes and the annual equity grants for our named executed officers, the Committee approved one-time retention equity grants to encourage long-term retention and further align compensation with long-term Company performance for each of Messrs. Calderone and Crowe and Mses. Anderson and Laben in the amount of $3,000,000, $3,000,000, $3,000,000 and $1,000,000, respectively. Messrs. Calderone and Crowe and Ms. Anderson’s grants are comprised of 50% time-based restricted stock units and 50% performance-based restricted stock units, and Ms. Laben’s grant is comprised of 100% time-based restricted stock units. The named executive officers’ fiscal 2025 target annual cash incentive amounts are set forth below under the heading “Compensation Discussion and Analysis—Compensation Elements—Annual Cash Incentive”, the fiscal 2025 target annual equity grant amounts are set forth below under the heading “Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Incentives—Fiscal Year 2025 Annual Grants”, and the one-time retention grants are set forth below under the heading "Compensation Discussion and Analysis—Compensation Elements—Fiscal Year 2025 Retention Grants". At-Risk Compensation We believe that a significant portion of our named executive officers' compensation should be tied to the Company's success and the long-term returns of our stockholders. Consistent with this approach and as shown in the charts below for target compensation as of fiscal year-end 2025, more than half of the target compensation for each of our CEO and other named executive officers is delivered in the form of variable "at risk" compensation opportunities that are tied to the achievement of pre-set financial and operational goals. Base Salary Base salary represents a relatively small portion of the total target executive compensation opportunities and provides the fixed component necessary to attract and retain executive talent. The salary paid to each of our named executive officers in fiscal year 2025, as approved by the Compensation, Culture and People Committee, is set forth in the table below.

  36. Compensation Elements

    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 outside compensation consultant, as well as of the CEO (in the case of named executive officers who are direct reports to the CEO). The target annual cash incentive value for each named executive officer is established as 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 is determined after the fiscal year ends, as described below, and calculated as a percentage of over- or under-performance relative to the applicable performance metric(s) as approved by the Compensation, Culture and People Committee and applied to the target annual incentive value. The performance metric(s) and the performance range are generally determined near the beginning of each fiscal year as approved by the Compensation, Culture and People Committee. 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.

  37. Fiscal Year 2025 Annual Cash Incentive

    Fiscal Year 2025 Annual Cash Incentive For fiscal year 2025, the annual cash incentive was based on the Company's performance against two metrics — Adjusted EBITDA and an operational goal, as described below. The fiscal year 2025 target bonus pool, as approved by the Compensation, Culture and People Committee was $27.1M. Based on actual results against the target goals, as described below, the final approved bonus pool was $24.0 million.

  38. Fiscal Year 2025 Annual Cash Incentive

    | Fiscal Year 2025 Performance Metrics | | Weighting | Performance Metric Description | | Financial Goal | Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization (Adjusted EBITDA)1 | 95% | One-year adjusted EBITDA measured against performance targets set at the start of the performance period | | Operational Goal | Employee Experience Survey | 5% | One-year results of a pre-determined subset of the companywide Employee Experience Survey for all employees against performance targets set at the start of the performance period |

  39. Fiscal Year 2025 Annual Cash Incentive

    (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. The Adjusted EBITDA portion of the annual incentive is determined based on the Company's performance relative to a target Adjusted EBITDA range. This incentive is subject to upward or downward adjustments based on how the performance compares to the specified range. 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. The Compensation, Culture and People Committee also has discretion to reduce payouts when appropriate. 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 majority of 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. For fiscal year 2025, the Adjusted EBITDA goal was weighted as 95% of the overall annual incentive opportunity.

  40. Fiscal Year 2025 Annual Cash Incentive

    | | FY25 Target Range | FY25 Actual 2 | | Adjusted EBITDA1 | $1,246 million - $1,281 million | $1,315 million |

  41. Fiscal Year 2025 Annual Cash Incentive

    (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. (2) Adjusted EBITDA results were $1,315 million, but for purposes of the fiscal year 2025 bonus payout, Adjusted EBITDA was reduced to $1,285 million when adjusted for a one-time release of $30 million regulatory reserves. For fiscal year 2025, the Compensation, Culture and People Committee, with guidance from management and our outside compensation consultant, who at the time was Korn Ferry, approved an operational goal for the annual cash incentive with a 5% weighting associated with our companywide Employee Experience Survey results for all employees. The Compensation, Culture and People Committee determined to include this goal in our annual incentive plan for fiscal year 2025 to support the organization's overall strategy, purpose and values on a short-term basis. The performance associated with companywide Employee Experience Survey results could range from zero percent for performance that falls below the minimum performance threshold and up to 150% for performance at the maximum level, in each case, as set and approved by the Compensation, Culture and People Committee near the beginning of each fiscal year.

  42. Fiscal Year 2025 Annual Cash Incentive

    | | Below Threshold Favorability | Threshold Favorability | Target Favorability | Maximum Favorability | Actual | Payout Factor | | | 0% Payout | 50% Payout | 100% Payout | 150% Payout | | | | Employee Experience Survey for all employees | < 80.0% | 80.0% | 84.5% - 85.5% | 88.0% + | 85.7% | 104.0% |

  43. Fiscal Year 2025 Annual Cash Incentive

    Our Compensation, Culture and People Committee reviews and approves the Adjusted EBITDA and Employee Experience Survey and any adjustments to the plan bonus pool based on year-end results. The final bonus pool, as approved by our Compensation, Culture and People Committee, is distributed to our executives as a consistent percentage of the target value. For fiscal year 2025, the Company's performance exceeded the top-end of the fiscal year 2025 target Adjusted EBITDA range; however, Company performance on other internal financial metrics came in lower than plan. In addition, the results of the Company’s Employee Experience Survey score goal were achieved above target. Based on these results, the Compensation, Culture and People Committee, in their discretion, approved the executive bonus payout equal to approximately 86%. The short-term incentive target opportunities and cash payments received by each of our named executive officers for fiscal year 2025 are presented in the table below.

  44. Fiscal Year 2025 Annual Cash Incentive

    | Name | FY25 Annual Cash Incentive Target | Annual Cash Incentive Payout | Annual Cash Incentive Paid | | Horacio D. Rozanski | $2,000,000 | 86% | $1,720,000 | | Matthew A. Calderone | $750,000 | 86% | $645,000 | | Kristine Martin Anderson | $775,000 | 86% | $666,500 | | Richard C. Crowe | $650,000 | 86% | $559,000 | | Nancy J. Laben | $650,000 | 86% | $559,000 |

  45. Fiscal Year 2025 Annual Cash Incentive

    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 form of annual grants and new hire/advancement and retention grants.

  46. Fiscal Year 2025 Annual Grants

    Fiscal Year 2025 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 2025, the performance-based RSU goals are based on the Company's cumulative performance against two internal financial metrics — Adjusted EBITDA and Revenue and a total shareholder return (TSR) multiplier.

  47. Fiscal Year 2025 Annual Grants

    | Fiscal Year 2025 Performance Metrics | | Weighting | Performance Metric Description | | Financial Metrics | Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization (Adjusted EBITDA)1 | 75% | Three-year cumulative adjusted EBITDA measured against performance targets set at the start of the performance period | | | Revenue1 | 25% | Three-year cumulative revenue measured against performance targets set at the start of the performance period | | TSR Multiplier | Total Shareholder Return | 20% Multiplier | Three-year comparison of the Company's total shareholder return relative to the S&P Software and Services Select Industry Index |

  48. Fiscal Year 2025 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. The Compensation, Culture and People Committee approved Adjusted EBITDA and Revenue as the financial metrics for performance-based RSUs granted in fiscal year 2025 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 and Adjusted EBITDA. The Compensation, Culture and People Committee approved the use of Adjusted EBITDA as a metric in both of the annual and long-term incentive plans in fiscal year 2025 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. Further, the Compensation, Culture and People Committee approved the application of a TSR multiplier for performance-based RSUs granted in fiscal year 2025 because it viewed such multiplier as creating additional risk and reward for executive compensation based on significant over- or under-performance against a broad group of industry peers. The Compensation, Culture and People Committee, with guidance from management and our outside compensation consultant, who at the time was Korn Ferry, did not include an operational metric in the performance-based RSUs granted in fiscal year 2025, and instead included an operational goal in our annual cash incentive plan for fiscal year 2025 to support the organization’s overall strategy, purpose and values on a short-term basis, as discussed above. 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. The number of performance-based RSUs that vest at the end of the three-year performance cycle based on the financial performance goals may range from zero percent for performance that falls below the minimum performance threshold and up to 200% for maximum performance. The number of restricted stock units earned based on the financial performance goals may be further increased or decreased by the application of the 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). The maximum number of performance-based RSUs granted in fiscal year 2025 that may be earned by a named executive officer after application of the TSR multiplier is 240% of target value. For fiscal year 2025, the target annual equity mix for our CEO was 61.2% aligned to performance-based RSUs and 38.8% aligned to time-based RSUs. The average target annualized equity mix for all other named executive officers was approximately 60% aligned to performance-based RSUs and approximately 40% 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 target value of the annual grants to our named executive officers of performance-based and time-based RSUs in fiscal year 2025 are presented in the table below.

  49. Fiscal Year 2025 Annual Grants

    | Name | FY25 Annual Target Performance-Based RSU Grant 1 | FY25 Annual Target Time-Based RSU Grant 1 | | Horacio D. Rozanski | $6,651,183 | $3,880,152 | | Matthew A. Calderone | $1,108,558 | $680,135 | | Kristine Martin Anderson | $1,304,274 | $800,042 | | Richard C. Crowe | $847,770 | $520,005 | | Nancy J. Laben | $1,043,320 | $640,064 |

  50. Fiscal Year 2025 Retention Grants

    Fiscal Year 2025 Retention Grants In the previous year, on May 21, 2024, in connection with the approval of the fiscal year 2025 compensation changes and annual equity grants for our named executed officers, as discussed above, the Committee approved one-time equity grants for each of Messrs. Calderone and Crowe and Mses. Anderson and Laben, in the amounts of $3,000,000, $3,000,000, $3,000,000 and $1,000,000, respectively. Messrs. Calderone and Crowe's and Ms. Anderson’s grants are comprised of 50% time-based restricted stock units and 50% performance-based restricted stock units, and Ms. Laben’s grant is comprised of 100% time-based restricted stock units. The performance-based restricted stock units have the same performance goals as the annual grants awarded in fiscal year 2025. These grants are designed to strengthen the focus on driving long-term performance and ensuring the retention of our senior leadership, thereby driving sustained growth and value creation for the Company in support of our multi-year VoLT strategy. The target value of these one-time equity grants to our named executive officers are presented in the table below.

  51. Fiscal Year 2025 Retention Grants

    | Name | FY25 Target One-Time Retention Performance-Based RSU Grant 1 | FY25 Target One-Time Retention Time-Based RSU Grant 1 | | Matthew A. Calderone | $1,630,301 | $1,500,137 | | Kristine Martin Anderson | $1,630,301 | $1,500,137 | | Richard C. Crowe | $1,630,301 | $1,500,137 | | Nancy J. Laben | $0 | $1,000,091 |

  52. Fiscal Year 2023-2025 Performance-Based RSU Awards

    Fiscal Year 2023-2025 Performance-Based RSU Awards In May 2025, the Compensation, Culture and People Committee reviewed and certified the performance results of the performance-based RSUs granted in May 2022, applicable for the fiscal years 2023-2025 performance period, against the targets set at the beginning of the three-year period. The goals included two financial metrics, Adjusted EBITDA and Revenue, weighted 70% and 20%, respectively, and two non-financial strategic goals, each with a 5% weighting. The Compensation, Culture and People Committee determined to eliminate the opportunity to vest the performance-based RSUs associated with one of the non-financial strategic goals for the fiscal year 2023-2025 grant, resulting in 95% target for the combined three remaining goals. Based on its assessment of the Adjusted EBITDA, Revenue, and Platform Revenue growth goals, the Compensation, Culture and People Committee approved a final payout percentage for the May 2022 performance-based RSU awards (fiscal years 2023-2025 performance period) of 15% above target, with actual financial results and threshold, target, above target, and maximum goals presented in the table below.

  53. Fiscal Year 2023-2025 Performance-Based RSU Awards

    | Performance Measures | Weighting | Below Threshold | Threshold | Above Threshold | Target | Above Target | | | Maximum | Actual 1 | % of Target Achieved | Payout Factor | | | | 0% Payout | 50% Payout | 90% Payout | 100% Payout | 110% Payout | 150% Payout | 175% Payout | 200% Payout | | | | | Cumulative Three-Year Adjusted EBITDA | 70% | $3,236 | $3,237 - $3,275 | $3,276 - $3,323 | $3,324 - $3,535 | $3,536 - $3,604 | $3,605 - $3,678 | $3,679 - $3,819 | $3,820 + | $3,505 | 100% | 70% | | Cumulative Three-Year Revenue | 20% | $27,353 | $27,354 - $27,660 | $27,661 - $28,199 | $28,200 - $28,746 | $28,747 - $29,299 | $29,300 - $29,889 | $29,890 - $30,456 | $30,457 + | $31,669 | 200% | 40% | | Cumulative Revenue Growth of Platform Businesses | 5% | < 10.0% | 10.0% - 14.9% | | 15.0% - 24.9% | – | | | 25.0% + | 15.6% | 100% | 5% | | Total | 95% | | | | | | | | | | | 115% |

  54. Fiscal Year 2023-2025 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. In addition, the Compensation, Culture and People Committee determined in fiscal year 2025 to eliminate the opportunity to vest the performance-based RSUs associated with one of the non-financial strategic goals for the fiscal year 2024-2026 grant, resulting in 95% target for the combined three remaining goals. 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 2025, 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, and up to $3,000 for preparation of estate plans following relocation to a new tax jurisdiction. 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 international 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 7 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. For a description of these benefits, see "Potential Payments upon Termination or a Change in Control — Retirement Benefits." below.

  55. 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. Mr. Crowe was the only named executive officer who participated in the non-qualified deferred compensation plan in fiscal year 2025. For a description of these benefits, see "Non-qualified Deferred Compensation Table" below.

  56. 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 named executive officers 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. Under the Officers' Retirement Plan, an eligible executive who retires and does not receive severance benefits is entitled to receive a single lump-sum retirement payment equal to $20,000 for each year of service as an executive, pro-rated as appropriate. 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.

  57. Government Limitations on Reimbursement of Compensation Costs

    Government Limitations on Reimbursement of Compensation Costs We are subject to applicable federal statutes and the Federal Acquisition Regulation (FAR), which govern the reimbursement of costs by our government customers. 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 2025 calendar year, is $671,000. Other contracts have higher caps and/or limit the allowable compensation of fewer employees.

  58. Certain Change in Control Provisions

    Certain Change in Control Provisions Equity Awards The 2023 Equity Incentive Plan of the Company (the “Equity Incentive Plan”) was approved by our stockholders in July 2023 and governs equity awards made to our named executive officers beginning in fiscal year 2025. The Equity Incentive Plan provides 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 Equity Incentive 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 Equity Incentive 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 Equity Incentive 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. With respect to outstanding equity awards granted to our named executive officers under the Third Amended and Restated Equity Incentive Plan in fiscal years 2024 and 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 our 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. 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).

  59. Policies on Timing of Equity Grants

    Policies on Timing of Equity Grants It is our policy not to time the granting of equity awards, including stock option 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 at its prescheduled 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. We do not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  60. 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. 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). As a result of the elimination of the exemption for qualified performance-based compensation, our Compensation, Culture and People Committee pays and expects to continue paying 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.

  61. Compensation Tables and Disclosures

    | SUMMARY COMPENSATION TABLE | | | | | | | | | | | Name and Principal Position | Fiscal Year 1 | Salary | Bonus | Stock Awards 2 | Option Awards | Non-Equity Incentive Plan Compensation 3 | Change in Pension Value and Nonqualified Deferred Compensation Earnings 4 | All Other Compensation 6 7 | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Horacio D. Rozanski President & Chief Executive Officer | 2025 | 1,500,000 | — | 10,531,335 | — | 1,720,000 | 20,000 | 227,804 | 13,999,139 | | | 2024 | 1,500,000 | — | 10,406,765 | — | 3,200,000 | 255,000 | 231,993 | 15,593,758 | | | 2023 | 1,500,000 | — | 8,500,083 | — | 1,875,600 | 10,000 | 298,102 | 12,183,785 | | Matthew A. Calderone Executive Vice President, Chief Financial Officer | 2025 | 750,000 | — | 4,919,130 | — | 645,000 | 20,000 | 164,613 | 6,498,743 | | | 2024 | 650,000 | — | 1,455,856 | — | 1,040,000 | 130,000 | 154,948 | 3,430,804 | | | 2023 | 650,000 | — | 770,498 | 250,007 | 593,940 | 10,367 | 145,162 | 2,419,974 | | Kristine Martin Anderson Executive Vice President, Chief Operating Officer | 2025 | 900,000 | — | 5,234,753 | — | 666,500 | 20,000 | 191,393 | 7,012,646 | | | 2024 | 900,000 | — | 1,819,869 | — | 1,040,000 | 150,000 | 162,650 | 4,072,519 | | | 2023 | 858,333 | — | 3,658,415 | — | 750,240 | 10,000 | 183,349 | 5,460,337 | | Richard C. Crowe 5 Executive Vice President, President of Civilian Services Sector | 2025 | 650,000 | — | 4,498,212 | — | 559,000 | 20,000 | 156,892 | 5,884,104 | | Nancy J. Laben Executive Vice President, Chief Legal Officer | 2025 | 650,000 | — | 2,683,475 | — | 559,000 | 20,000 | 251,879 | 4,164,354 | | | 2024 | 650,000 | — | 1,663,839 | — | 880,000 | 115,000 | 292,929 | 3,601,768 | | | 2023 | 650,000 | — | 1,362,680 | — | 640,830 | 10,000 | 215,221 | 2,878,731 |

  62. 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 | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards 4 ($) | | | | | Threshold | Target | Max | Threshold | Target | Max | | | | | | Name | Grant Date | Approval Date | ($) | ($) | ($) | (#) | (#) | (#) | | | | | | Horacio D. Rozanski | | | | | | | | | | | | | | Annual Incentive Plan | | 5/21/2024 | — | 2,000,000 | — | — | — | — | — | — | — | — | | Equity Incentive Plan | 5/23/2024 | 5/21/2024 | — | — | — | 20,084 | 40,169 | 96,405 | — | — | — | 6,651,183 | | Equity Incentive Plan | 5/23/2024 | 5/21/2024 | — | — | — | — | — | — | 25,467 | — | — | 3,880,152 | | Matthew A. Calderone | | | | | | | | | | | | | | Annual Incentive Plan | | 5/21/2024 | — | 750,000 | — | — | — | — | — | — | — | — | | Equity Incentive Plan | 5/23/2024 | 5/21/2024 | — | — | — | 3,347 | 6,695 | 16,068 | — | — | — | 1,108,558 | | Equity Incentive Plan | 5/23/2024 | 5/21/2024 | — | — | — | — | — | — | 4,464 | — | — | 680,135 | | Equity Incentive Plan | 5/23/2024 | 5/21/2024 | — | — | — | 4,923 | 9,846 | 23,630 | — | — | — | 1,630,301 | | Equity Incentive Plan | 5/23/2024 | 5/21/2024 | — | — | — | — | — | — | 9,846 | — | — | 1,500,137 | | Kristine Martin Anderson | | | | | | | | | | | | | | Annual Incentive Plan | | 5/21/2024 | — | 775,000 | — | — | — | — | — | — | — | — | | Equity Incentive Plan | 5/23/2024 | 5/21/2024 | — | — | — | 3,938 | 7,877 | 18,904 | — | — | — | 1,304,274 | | Equity Incentive Plan | 5/23/2024 | 5/21/2024 | — | — | — | — | — | — | 5,251 | — | — | 800,042 | | Equity Incentive Plan | 5/23/2024 | 5/21/2024 | — | — | — | 4,923 | 9,846 | 23,630 | — | — | — | 1,630,301 | | Equity Incentive Plan | 5/23/2024 | 5/21/2024 | — | — | — | — | — | — | 9,846 | — | — | 1,500,137 | | Richard C. Crowe | | | | | | | | | | | | | | Annual Incentive Plan | | 5/21/2024 | — | 650,000 | — | — | — | — | — | — | — | — | | Equity Incentive Plan | 5/23/2024 | 5/21/2024 | — | — | — | 2,560 | 5,120 | 12,288 | — | — | — | 847,770 | | Equity Incentive Plan | 5/23/2024 | 5/21/2024 | — | — | — | — | — | — | 3,413 | — | — | 520,005 | | Equity Incentive Plan | 5/23/2024 | 5/21/2024 | — | — | — | 4,923 | 9,846 | 23,630 | — | — | — | 1,630,301 | | Equity Incentive Plan | 5/23/2024 | 5/21/2024 | — | — | — | — | — | — | 9,846 | — | — | 1,500,137 | | Nancy J. Laben | | | | | | | | | | | | | | Annual Incentive Plan | | 5/21/2024 | — | 650,000 | — | — | — | — | — | — | — | — | | Equity Incentive Plan | 5/23/2024 | 5/21/2024 | — | — | — | 3,150 | 6,301 | 15,122 | — | — | — | 1,043,320 | | Equity Incentive Plan | 5/23/2024 | 5/21/2024 | — | — | — | — | — | — | 4,201 | — | — | 640,064 | | Equity Incentive Plan | 5/23/2024 | 5/21/2024 | — | — | — | — | — | — | 6,564 | — | — | 1,000,091 |

  63. 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 | 5/23/2024 | | | | | | — | — | 96,405 | 10,082,035 | | | 5/23/2024 | | | | | | 16,978 | 1,775,559 | — | — | | | 5/25/2023 | | | | | | — | — | 159,386 | 16,668,588 | | | 5/25/2023 | | | | | | 14,396 | 1,505,534 | — | — | | Matthew A. Calderone | 5/23/2024 | | | | | | — | — | 16,068 | 1,680,391 | | | 5/23/2024 | | | | | | 2,976 | 311,230 | — | — | | | 5/23/2024 | | | | | | — | — | 23,630 | 2,471,225 | | | 5/23/2024 | | | | | | 6,564 | 686,463 | — | — | | | 5/25/2023 | | | | | | — | — | 21,876 | 2,287,792 | | | 5/25/2023 | | | | | | 2,079 | 217,422 | — | — | | | 5/17/2022 | 9,024 | 6,016 | — | 83.38 | 5/17/2032 | — | — | — | — | | | 5/23/2018 | 26,716 | — | — | 41.28 | 5/23/2028 | — | — | — | — | | Kristine Martin Anderson | 5/23/2024 | | | | | | 3,501 | 366,135 | — | — | | | 5/23/2024 | | | | | | — | — | 18,904 | 1,976,980 | | | 5/23/2024 | | | | | | 6,564 | 686,463 | — | — | | | 5/23/2024 | | | | | | — | — | 23,630 | 2,471,225 | | | 5/25/2023 | | | | | | 2,597 | 271,594 | — | — | | | 5/25/2023 | | | | | | — | — | 27,347 | 2,859,949 | | | 5/19/2022 | | | | | | 9,279 | 970,398 | — | — | | | 5/22/2019 | 10,195 | — | — | 62.12 | 5/22/2029 | — | — | — | — | | | 1/29/2019 | 12,947 | — | — | 47.99 | 1/29/2029 | — | — | — | — | | | 5/23/2018 | 26,716 | — | — | 41.28 | 5/23/2028 | — | — | — | — | | Richard C. Crowe | 5/23/2024 | | | | | | — | — | 12,288 | 1,285,079 | | | 5/23/2024 | | | | | | 2,276 | 238,024 | — | — | | | 5/23/2024 | | | | | | — | — | 23,630 | 2,471,225 | | | 5/23/2024 | | | | | | 6,564 | 686,463 | — | — | | | 5/25/2023 | | | | | | — | — | 16,798 | 1,756,735 | | | 5/25/2023 | | | | | | 1,596 | 166,910 | — | — | | | 5/27/2022 | 5,790 | 8,688 | — | 86.86 | 5/27/2032 | — | — | — | — | | | 5/22/2019 | 20,391 | — | — | 62.12 | 5/22/2029 | — | — | — | — | | Nancy J. Laben | 5/23/2024 | | | | | | 2,801 | 292,929 | — | — | | | 5/23/2024 | | | | | | — | — | 15,122 | 1,581,459 | | | 5/23/2024 | | | | | | 4,376 | 457,642 | — | — | | | 5/25/2023 | | | | | | — | — | 25,002 | 2,614,709 | | | 5/25/2023 | | | | | | 2,375 | 248,378 | — | — | | | 11/14/2018 | 23,193 | — | — | 51.22 | 11/14/2028 | — | — | — | — |

  64. 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 ($) | Number of Shares Acquired on Vesting (#)1 | Value Realized on Vesting 2 ($) | | Horacio D. Rozanski | — | — | 119,759 | 14,710,498 | | Matthew A. Calderone | — | — | 13,630 | 1,567,171 | | Kristine Martin Anderson | — | — | 31,249 | 4,011,706 | | Richard C. Crowe | — | — | 8,367 | 919,566 | | Nancy J. Laben | — | — | 19,323 | 2,301,931 |

  65. Compensation Tables and Disclosures

    (1)Includes performance-based restricted stock units earned by our named executive officers, as applicable, in connection with the fiscal years 2023-2025 performance period that vested on March 31, 2025 for all named executive officers and a portion of the time-based restricted stock units granted in previous fiscal years that vested on March 31, 2025 for all named executive officers as well as June 1, 2024 for Ms. Anderson. (2)The value realized on vesting is calculated based on fair market value on the last trading day of the fiscal year, March 31, 2025, for time-based restricted stock units and fair market value on the applicable vesting date, May 20, 2025, for performance-based restricted stock units, 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 any of the fiscal year 2025 named executive officers retire 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 $20,000 for each year of service as an executive, pro-rated as appropriate. As of fiscal year-end, all of the fiscal year 2025 named executive officers are eligible to receive benefits under the Officers’ Retirement Plan upon retirement, as shown in the table below. For a description of these benefits, see "Potential Payments upon Termination or a Change in Control — Retirement Benefits" below.

  66. Compensation Tables and Disclosures

    | PENSION BENEFITS TABLE | | | | | | Name | Plan Name | Number of Years Credited Service (#)1 | Present Value of Accumulated Benefits ($)2 | Payments During Last Fiscal Year ($) | | Horacio D. Rozanski | Officers' Retirement Plan | 25.5 | 510,000 | — | | Matthew A. Calderone | Officers' Retirement Plan | 13.0 | 260,000 | — | | Kristine Martin Anderson | Officers' Retirement Plan | 15.0 | 300,000 | — | | Richard C. Crowe | Officers' Retirement Plan | 11.0 | 220,000 | — | | Nancy J. Laben | Officers' Retirement Plan | 11.5 | 230,000 | — |

  67. Compensation Tables and Disclosures

    | NON-QUALIFIED DEFERRED COMPENSATION PLAN TABLE | | | | | | | Name | Executive Contributions During Fiscal Year 2025 | Company Contributions During Fiscal Year 2025 | Aggregate Earnings | Aggregate Withdrawals/Distributions | Aggregate Balance at March 31, 2025 | | Horacio D. Rozanski | — | — | — | — | — | | Matthew A. Calderone | — | — | — | — | — | | Kristine Martin Anderson | — | — | — | — | — | | Richard C. Crowe | — | — | $41,441 | — | $868,525 | | Nancy J. Laben | — | — | — | — | — |

  68. 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 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).

  69. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year (7) | Summary Compensation Table Total for PEO ($)(000) (1)(2) | Compensation Actually Paid to PEO ($)(000) (1)(3)(4)(5) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(000) (1)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(000) (1)(3)(4)(5) | BAH Total Shareholder Return ($) | S&P Software & Services Select Industry Index Total Shareholder Return ($)(6) | Net Income ($)(000)(8) | Adjusted EBITDA ($)(000) (9) | | 2025 | 13,999 | (2,718) | 5,890 | 2,563 | 166 | 198 | 935,030 | 1,315,031 | | 2024 | 15,594 | 48,237 | 3,691 | 8,555 | 232 | 192 | 605,706 | 1,175,064 | | 2023 | 12,184 | 16,036 | 3,673 | 2,879 | 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 |

  70. Pay Versus Performance Table

    (1)Horacio D. Rozanski is our principal executive officer (PEO) for fiscal years 2021, 2022, 2023, 2024, and 2025. The individuals comprising the non-PEO named executive officers (“Non-PEO NEOs”) for each year presented are listed below.

  71. Pay Versus Performance Table

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Lloyd W. Howell, Jr. | Lloyd W. Howell, Jr. | Matthew A. Calderone | Matthew A. Calderone | Matthew A. Calderone | | Karen M. Dahut | Karen M. Dahut | Kristine Martin Anderson | Kristine Martin Anderson | Kristine Martin Anderson | | Nancy J. Laben | Nancy J. Laben | Judith H. Dotson | Judith H. Dotson | Richard C. Crowe | | Susan L. Penfield | Susan L. Penfield | Nancy J. Laben | Nancy J. Laben | Nancy J. Laben | | | | Karen M. Dahut | | | | | | Lloyd W. Howell, Jr. | | |

  72. Pay Versus Performance Table

    (2)Amounts shown for "Summary Compensation Table" total for each applicable fiscal year (i) for the PEO, are the amounts of total compensation as reported in the Summary Compensation Table for the PEO, and (ii) for the Non-PEO NEOs, are the average of the amounts of total compensation as reported in the Summary Compensation Table for such Non-PEO NEOs. Amount shown for fiscal year 2024 has been updated this year to account for a correction to the All Other Compensation amount reported for Ms. Laben in the Summary Compensation Table in our prior year’s proxy, as described in footnote 6 to the Summary Compensation Table above. (3)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 for the PEO and average total compensation for Non-PEO NEOs as reported in the Summary Compensation Table, with certain adjustments as required by Item 402(v) of Regulation S-K and described in footnote (5) below. (4)For the portion of CAP that is based on year-end stock prices, $104.58 was used for fiscal year 2025, $148.44 was used for fiscal year 2024, $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. (5)CAP reflects the exclusions and inclusions of certain amounts from Summary Compensation Table total compensation for the PEO and the Non-PEO NEOs as set forth below under the heading "Summary Compensation Table Total and Compensation Actually Paid Reconciliation for the PEO and Non-PEO NEOs." Equity values are calculated in accordance with FASB ASC Topic 718, Compensation — Stock Compensation. The valuation methodologies and assumptions used to calculate the equity values included in CAP are based on our grant date fair value of the equity awards as disclosed in the Company’s consolidated audited financial statements filed with the SEC on Form 10-K for the applicable fiscal year, with the adjustments set forth below in the "Summary Compensation Table Total and Compensation Actually Paid Reconciliation for the PEO and Non-PEO NEOs" table. (6)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, 2023 2024 and 2025. The comparison of TSR assumes that $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. (7)Amounts shown represent the amount of net income reflected in the Company's audited financial statements filed with the SEC on Form 10-K for the applicable fiscal year. (8)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 Non-PEO NEOs in fiscal year 2025. 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. (9)Values shown for 2024 have been adjusted to reflect actual other summary compensation table amounts after the completion of the prior year's disclosure for Non-PEO NEOs.

  73. Summary Compensation Table Total and Compensation Actually Paid Reconciliation for the PEO and Non-PEO NEOs

    Summary Compensation Table Total and Compensation Actually Paid Reconciliation for the PEO and Non-PEO NEOs The following table sets forth the adjustments that were made to Summary Compensation Table ("SCT") total compensation to calculate CAP to our PEO and the average CAP to our 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 PEO and Non-PEO NEOs 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 2025 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 the PEO or a Non-PEO 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.

  74. Summary Compensation Table Total and Compensation Actually Paid Reconciliation for the PEO and Non-PEO NEOs

    | | Calculation for PEO | | Calculation for Average of Non-PEO NEOs | | | Calculation of Compensation Actually Paid | Fiscal Year 2024($) | Fiscal Year 2025($) | Fiscal Year 2024($) | Fiscal Year 2025($) | | SCT Total Compensation | 15,593,759 | 13,999,139 | 3,690,653 | 5,889,962 | | Less aggregate change in actuarial present value of accumulated pension benefits | (255,000) | (20,000) | (150,000) | (20,000) | | Less aggregate grant date fair value of stock and option awards in SCT | (10,406,766) | (10,531,335) | (1,624,853) | (4,333,893) | | 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 | — | — | — | — | | 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 | 25,641,393 | 6,278,570 | 3,961,798 | 2,487,616 | | Plus fair value as of vesting date of awards that are granted and vest in the same year | 2,136,645 | 887,780 | 344,158 | 465,616 | | Plus change in fair value (whether positive or negative) as of fiscal year-end for awards granted in prior fiscal years that are unvested and outstanding as of the end of the fiscal year | 6,930,943 | (8,612,420) | 1,366,960 | (1,481,346) | | 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 | 7,793,303 | (5,217,476) | 854,025 | (520,044) | | Plus dollar value of any 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 | 802,607 | 498,012 | 112,558 | 74,649 | | Compensation Actually Paid | 48,236,884 | (2,717,730) | 8,555,299 | 2,562,560 |

  75. 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 in each of fiscal years 2021 through 2025, and (i) the Company’s cumulative TSR and S&P Software & Services Select Industry Index cumulative TSR, (ii) the Company's GAAP Net Income, and (iii) Adjusted EBITDA over the four-year period from fiscal years 2021 through 2025. For a discussion of how the Compensation, Culture and People Committee assessed the Company's performance and our NEOs' pay each year, see "Compensation Discussion and Analysis" in this Proxy Statement and in the proxy statements for fiscal years 2025, 2024, 2023, 2022 and 2021.