Sector: Industrials
BOOZ ALLEN HAMILTON HOLDING CORP C · Meeting: July 22, 2026
Directors FOR
5
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Election of Ten Director Nominees
Against Analysis
The 3-year TSR trigger fires (BAH underperformed its disclosed peer group median by 25.8 percentage points over three years, exceeding the 20-point threshold for companies with negative absolute returns), but the 5-year check shows the gap versus peers is only 9.2 percentage points — well below the 20-point threshold — indicating the recent underperformance is a departure from a longer-term adequate track record, so the vote is downgraded to FOR per policy.
The 3-year TSR trigger fires given BAH's 25.8-point underperformance versus its peer group median during her tenure, but the 5-year peer gap of 9.2 points falls well short of the 20-point threshold, indicating this is a recent development rather than sustained underperformance, so the vote is downgraded to FOR per the 5-year mitigant.
The 3-year TSR trigger fires given BAH's 25.8-point underperformance versus peers during his long tenure, but the 5-year relative gap of 9.2 points is below the 20-point threshold, signaling the underperformance is recent rather than chronic, so the vote is downgraded to FOR per the 5-year mitigant.
The 3-year TSR trigger fires given BAH's peer underperformance during her tenure, but the 5-year relative gap of 9.2 points is below the 20-point threshold, indicating a recent rather than sustained underperformance pattern, so the vote is downgraded to FOR per the 5-year mitigant.
The 3-year TSR trigger fires given BAH's peer underperformance during her decade-long tenure, but the 5-year relative gap of 9.2 points falls below the 20-point threshold, indicating the shortfall is a more recent development, so the vote is downgraded to FOR per the 5-year mitigant.
For Analysis
Director joined in 2025, well within the 24-month new-director exemption, so the TSR trigger does not apply; she brings strong financial and audit expertise appropriate for her Audit Committee role.
Director joined in June 2026, just before the annual meeting, which is well within the 24-month new-director exemption, so the TSR trigger does not apply; he brings relevant technology and financial expertise.
Director joined in 2025, within the 24-month new-director exemption period, so the TSR trigger does not apply; he brings relevant national security and government expertise.
Director joined in 2023, meaning his tenure covers less than half of the three-year underperformance period; policy says to flag but not automatically vote against in this circumstance, and given his tenure is proportionally limited relative to the underperformance window, the vote is FOR.
Director joined in 2024, within the 24-month new-director exemption period, so the TSR trigger does not apply; he brings relevant defense, national security, and government oversight expertise.
The 3-year TSR trigger fires for all directors with tenure overlapping the underperformance period (BAH underperformed its disclosed peer group median by 25.8 percentage points over three years, above the 20-point threshold for negative absolute TSR), but the 5-year mitigant applies to all of them because the 5-year peer gap of 9.2 points falls below the 20-point threshold — indicating recent rather than sustained underperformance. All ten nominees receive FOR votes: newer directors (Dial, Nolan, O'Brien, Thornberry) are exempt due to the 24-month rule; Read receives a proportional flag but not a No vote; and the remaining longer-tenured directors benefit from the 5-year mitigant downgrade.
CEO
Horacio D. Rozanski
Total Comp
$13,999,139
Prior Support
98%%
The prior year say-on-pay received 98% shareholder support, well above the 70% threshold that would require visible changes. The CEO's total compensation of approximately $13.8M (fiscal year 2026) is consistent with a large-cap government services and technology company of BAH's scale, and the pay mix is heavily performance-oriented — over 60% of the CEO's target pay is in variable, performance-linked equity and annual incentives, satisfying the 50-60% variable pay requirement. Although BAH's stock has underperformed its peers recently, the long-term equity program includes a TSR multiplier tied to external benchmarks and the annual bonus was appropriately reduced to 90% of target reflecting below-target financial results, demonstrating that the incentive structure did penalize underperformance as intended.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$4,620,000
Non-Audit Fees
$41,000
Non-audit fees (audit-related fees of $34K plus tax fees of $0 plus all other fees of $7K = $41K) represent less than 1% of audit fees ($4.62M), far below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; EY is a Big 4 firm appropriate for a $9.2B market cap company.
1 proposal submitted by shareholders
Proposal 4
John Chevedden is a well-known and credible individual governance activist with a long track record of shareholder-rights proposals; his proposals deserve serious consideration on the merits. The right to act by written consent is a mainstream governance improvement that gives shareholders a way to take action between annual meetings without waiting a full year, and the company's existing special meeting threshold of 25% of shares outstanding is a relatively high bar that limits shareholders' practical ability to act quickly on urgent matters. The board's opposition arguments — that meetings provide more transparency and that shareholders already have special meeting rights — are reasonable but do not fully offset the value of written consent as an additional, complementary shareholder right, particularly given the high special meeting ownership threshold.
The 2026 BAH annual meeting features four proposals: all ten director nominees receive FOR votes after the 5-year TSR mitigant overrides the 3-year underperformance trigger for longer-tenured directors, and newer directors are exempt; auditor EY is ratified with a clean fee ratio; say-on-pay passes given strong prior support, appropriate pay-for-performance mechanics, and a bonus reduction that reflected below-target results. The sole stockholder proposal — written consent rights submitted by governance activist John Chevedden — receives a FOR vote as a credible structural governance improvement that complements rather than duplicates existing shareholder rights.
15 companies disclosed in 2026 proxy filing
