Booz Allen (BAH) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on July 24, 2024, with voting on director elections, auditor ratification, and executive compensation advisory vote.

• Fiscal year 2024 saw record revenue and earnings, a 60% stock price increase, and $691.7 million returned to shareholders via dividends and share repurchases.

• The Board increased the quarterly dividend by 9% and approved an additional $525 million for share repurchases.

Voting matters and shareholder proposals

• Shareholders will vote on: election of eleven directors, ratification of Ernst & Young LLP as auditor for FY2025, and a non-binding advisory vote on executive compensation.

• The Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Eleven of twelve current directors are independent; the Board is diverse in gender, ethnicity, and experience.

• The Board holds annual elections, regular executive sessions, and annual performance assessments.

• Mark E. Gaumond will serve as Lead Independent Director; Horacio D. Rozanski will become Chair after the meeting.

• Board committees (Audit, Compensation, Nominating) are 100% independent.

• Directors attended 95% of meetings in FY2024.