Booz Allen Hamilton Holding Corp

Retirement of Dr. Shrader and Chair Transition

On May 21, 2024, Dr. Ralph W. Shrader, Chair of the Board of Directors (the “Board”) of the Company informed the Board of his intention to not stand for re-election and to retire as Chair and as a member of the Board, effective as of the Company’s annual meeting of stockholders to be held on July 24, 2024 (the “Annual Meeting”). Additionally, on May 22, 2024, the Board elected President and Chief Executive Officer, Horacio D. Rozanski, to serve as Chair, President and Chief Executive Officer, effective as of the Annual Meeting, and appointed Mark Gaumond, the Company’s Audit Committee Chair, to serve as Lead Independent Director, effective as of the Annual Meeting.

Fiscal Year 2025 Compensation Adjustments

On May 21, 2024, the Compensation, Culture and People Committee (the “Committee”) of the Board approved for fiscal year 2025 certain changes to the target total direct compensation of certain named executive officers of the Company.

The target total direct compensation for Matthew A. Calderone, Executive Vice President and Chief Financial Officer of the Company, was increased to $3,200,000, which reflects an increase of $100,000 in his base salary, an increase of $100,000 in his target cash bonus, and an increase of $300,000 in his long-term equity incentive.

The target total direct compensation for Kristine M. Anderson, Executive Vice President and Chief Operating Officer of the Company, was increased to $3,675,000, which reflects an increase of $125,000 in her target cash bonus and an increase of $250,000 in her long-term equity incentive.

Additionally, on May 21, 2024, in connection with the approval of the foregoing compensation changes and the annual equity grants for our named executed officers, the Committee approved special one-time equity grants for each of Mr. Calderone and Mses. Anderson and Nancy J. Laben, Executive Vice President and Chief Legal Officer of the Company, in the amounts of $3,000,000, $3,000,000 and $1,000,000, respectively. Mr. Calderone’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.

Disclosure of Trading Arrangements

Item 408(a) of Regulation S-K requires the Company to disclose whether any director or officer of the Company hasadopted orterminated (i) any trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”); and/or (ii) any written trading arrangement that meets the requirements of a “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

During the quarter ended March 31, 2024, the following activity occurred requiring disclosure under Item 408(a) of Regulation S-K:

Melody Barnes, a member of the Board of Directors, adopted a new Rule 10b5-1 trading arrangement on March 14, 2024 that will terminate on March 14, 2025. Under the trading arrangement, up to an aggregate of 1,041 shares of common stock are available to be sold by the broker upon reaching pricing targets defined in the trading arrangement.

Richard Crowe, an Executive Vice President and President for the Company's Civil sector, adopted a new Rule 10b5-1 trading arrangement on March 4, 2024 that will terminate on February 28, 2025. Under the trading arrangement, up to an aggregate of 5,249 shares of common stock are available to be sold by the broker upon reaching pricing targets defined in the trading arrangement.

Susan Penfield, our Chief Technology Officer, adopted a new Rule 10b5-1 trading arrangement on February 8, 2024 that will terminate on June 7, 2024. Under the trading arrangement, up to an aggregate of 30,161 shares of common stock issuable upon the exercise of options are available to be sold by the broker upon reaching pricing targets defined in the trading arrangement.