Arthur Johnson

About Arthur E. Johnson

Arthur E. Johnson, age 78, is an independent director of Booz Allen Hamilton, serving on the Board since 2011 and currently a member of the Audit Committee . He retired as Senior Vice President, Corporate Strategic Development at Lockheed Martin in 2009, and previously held senior positions at IBM and Loral, bringing over 20 years of senior leadership across information technology, government services, aerospace, and defense . The Board reported strong engagement in FY2025 with seven Board meetings and 95% overall attendance, with each incumbent director attending at least 75% of assigned Board and committee meetings, underscoring director engagement expectations applicable to Johnson’s service .

Past Roles

External Roles

• No current public company directorships are disclosed for Johnson as of the 2025 proxy .

Board Governance

• Independence: Johnson is independent under NYSE listing standards and the Company’s Corporate Governance Guidelines .
• Committee assignments: Audit Committee member (not Chair); Audit Committee met 4 times in FY2025 .
• Financial expert designation: The Board identified Amble, Dial, Jewett, and Rossotti as “audit committee financial experts”; Johnson is not designated as a financial expert .
• Attendance and engagement: Board held 7 meetings in FY2025; each incumbent director attended ≥75% of assigned meetings; overall Board and committee attendance was 95%; executive sessions of non-management directors are held regularly .
• Committee independence: All standing committees (Audit; Compensation, Culture & People; Nominating & Corporate Governance; Executive) are 100% independent (excluding the Executive Committee’s purpose/role context) .
• Lead Independent Director: Role held by Mark E. Gaumond with clearly delineated responsibilities; Johnson does not hold the LID role .
• Hedging/pledging: Company policy prohibits hedging, short sales, pledging, and margin accounts, applying to directors and officers .

Fixed Compensation

• FY2025 director pay framework: Annual board retainer $120,000; annual equity award $225,000; chair retainers—Audit $30,000, Compensation $25,000, Nominating $20,000; LID retainer $50,000 .

Performance Compensation

• Director equity awards are time-based restricted stock under the 2023 Equity Incentive Plan; no director-specific performance metrics are disclosed for director compensation .
• Equity Incentive Plan change-in-control framework: Awards generally are honored/assumed/substituted with double-trigger acceleration if terminated without cause/for good reason within two years post-CIC; if not substituted, time-based awards fully vest and performance awards vest based on performance achieved as of CIC (plan terms apply to awards under the plan, which includes director restricted stock grants) .

Other Directorships & Interlocks

• Compensation Committee interlocks: The proxy reports no compensation committee interlocks involving Booz Allen executives in FY2025 .
• Related party transactions: No related person transactions are disclosed involving Johnson; related person items disclosed pertain to certain executives’ family members, not Johnson .

Expertise & Qualifications

• Public company directorship and audit committee experience; operating and management experience; understanding of government contracting; core business skills including financial and strategic planning (Board’s skill matrix narrative for Johnson) .
• Sectoral depth: Over two decades of senior leadership across IT, government services, aerospace, and defense, aligning with Booz Allen’s government contracting profile .

Equity Ownership

Governance Assessment

• Board effectiveness and independence: Johnson serves on a fully independent Audit Committee overseeing financial reporting, controls, compliance, and cybersecurity risk; Audit Committee met 4 times in FY2025, supporting risk oversight cadence .
• Engagement and attendance signals: Board held 7 meetings with 95% aggregate attendance; each incumbent director attended ≥75%, aligning with robust engagement expectations .
• Pay alignment and incentives: As a non-employee director, Johnson’s FY2025 compensation was majority equity ($225,003 restricted stock) with fixed cash retainer ($120,000), consistent with alignment to shareholders through equity ownership; no meeting fees are paid, reducing per-meeting incentives .
• Ownership alignment: Johnson beneficially owns 39,361 shares and has 787 unvested restricted shares, and—given his tenure—exceeds the 5x retainer ownership guideline; hedging and pledging are prohibited, further aligning director interests .
• Clawback/recoupment and say-on-pay context: Company maintains a mandatory clawback policy per SEC and NYSE rules with additional discretionary recovery provisions; FY2024 say‑on‑pay approval was approximately 97%, indicating broad investor support for compensation governance practices relevant to overall board oversight .
• Potential red flags: No related party transactions involving Johnson; no compensation committee interlocks; Johnson is not designated as an audit committee financial expert while serving on Audit, but the committee contains multiple designated financial experts (Amble, Dial, Jewett, Rossotti), mitigating technical expertise concerns .

Overall, Johnson’s independence, Audit Committee tenure, equity-heavy compensation mix, and adherence to ownership and trading policies support investor confidence; absence of related‑party ties and strong board attendance reduce governance risk signals .