Charles Rossotti
Booz Allen Hamilton HoldingAbout Charles O. Rossotti
Charles O. Rossotti (age 84) is an independent director of Booz Allen Hamilton (BAH), serving since 2008. He is a member of the Audit Committee and is designated an “audit committee financial expert.” His background includes serving as Senior Advisor to The Carlyle Group since 2003, Commissioner of the IRS (1997–2002), and co‑founder/CEO/Chairman of American Management Systems, Inc. (AMS) from 1970–1997.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Management Systems, Inc. | Co‑founder; President/CEO; Chairman | 1970–1997 | Led an international IT consulting firm |
| Internal Revenue Service (IRS) | Commissioner | 1997–2002 | Oversaw U.S. tax administration |
| The Carlyle Group | Senior Advisor | Since June 2003 | Senior advisory capacity at global PE firm |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abrigo Corporation | Board member; Audit Committee Chair | Since July 2021 | Audit chair leadership |
| Exiger | Board member | Since March 2024 | Governance oversight |
| Unison Corporation | Board member | Apr 2020–Aug 2022 | Board service |
| Accelerated Learning Inc. | Board member | Dec 2018–Feb 2023 | Board service |
| Novetta Solutions LLC | Board member | 2016–2021 | Board service |
| Coalfire Systems Inc. | Board member | Nov 2015–Jul 2019 | Board service |
| Spark the Journey | Board member; Chair of Development Committee | Ongoing | Non‑profit governance |
Board Governance
| Governance Item | Detail |
|---|---|
| Independence | Independent director under NYSE and Company criteria |
| Committee assignments | Audit Committee member |
| Audit committee financial expert | Yes (designated by the Board) |
| Audit Committee activity | Met 4 times in FY2025 |
| Board meeting cadence (FY2025) | 7 meetings; overall director attendance 95%; each incumbent ≥75% |
| Executive sessions | Regular executive sessions each regular Board meeting; non‑management directors also meet in executive session |
| Risk oversight context | Audit Committee leads Board oversight of cybersecurity risk |
| Hedging/pledging policy | Prohibited for directors; short sales and derivatives also prohibited |
Fixed Compensation
| Component | Amount/Detail | FY2025 Evidence |
|---|---|---|
| Annual Board Retainer (cash or stock election) | $120,000 | |
| Annual Equity Award (restricted stock) | $225,000 | |
| Fees Earned (FY2025) | $120,000 | |
| Stock Awards (grant date fair value, FY2025) | $225,081 | |
| Total Compensation (FY2025) | $345,081 | |
| Election mix | Elected to receive annual retainer in restricted stock | |
| Shares granted (restricted stock) | 2,414 shares | |
| Grant date and price | Aug 1, 2024 at $142.95 | |
| Vesting schedule (director equity) | 50% vests Jan 31 following grant; 50% vests July 31 thereafter | |
| Unvested restricted stock at FY2025 end | 1,207 shares vesting on July 31, 2025 | |
| Meeting fees | None (no per‑meeting fees) |
Performance Compensation
- Non‑employee director pay does not include performance‑conditioned awards; equity is granted as restricted stock without performance metrics.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Mr. Rossotti |
| Compensation Committee interlocks (company‑wide FY2025) | Company reports no interlocks/insider participation among executives and other entities’ boards/comp committees |
| Related party transactions (company‑wide FY2025) | Policy requires Audit Committee approval; disclosed relationships did not include Mr. Rossotti |
Expertise & Qualifications
- Finance, financial reporting, compliance/controls, global business; audit committee experience; government contracting understanding; operating and strategic planning skills; designated audit committee financial expert.
Equity Ownership
| Item | Amount/Status |
|---|---|
| Shares beneficially owned | 14,087 (represents <1% of Class A common stock) |
| Unvested restricted stock | 1,207 shares (vest July 31, 2025) |
| Hedging/pledging | Prohibited under Company policy |
| Director stock ownership guideline | 5× annual retainer; 5‑year compliance window |
| Compliance status | Each director with ≥5 years’ service exceeds guideline; Mr. Rossotti has served since 2008 |
Governance Assessment
- Alignment and engagement: Chose stock in lieu of cash retainer, increasing equity alignment; holds meaningful beneficial ownership with additional unvested restricted shares scheduled to vest, and complies with enhanced director ownership guidelines.
- Committee effectiveness: Serves on a fully independent Audit Committee that met four times; designated as an audit committee financial expert, supporting robust oversight of financial reporting and cybersecurity risk.
- Independence and attendance: Board reports 95% aggregate attendance and that each incumbent director met ≥75% attendance; Mr. Rossotti is independent under NYSE and Company standards.
- Compensation structure signals: Director pay emphasizes equity (annual restricted stock) with no meeting fees; 2024 adjustments raised the annual equity award and chair retainers, with a new Lead Independent Director retainer, consistent with market benchmarking—no discretionary or unusual payments to directors.
- Potential conflicts and RED FLAGS: Mr. Rossotti’s ongoing Senior Advisor role at The Carlyle Group warrants monitoring given Carlyle’s historic ties to government services assets; however, the proxy’s related‑party transaction disclosures do not identify any transactions involving Mr. Rossotti, and the Company’s policy requires Audit Committee approval of any such items. Hedging/pledging of Company stock is prohibited.
Overall, the evidence indicates strong independence, audit oversight expertise, and equity‑aligned director compensation for Mr. Rossotti, with no disclosed attendance or related‑party concerns; continuing oversight of external affiliations is appropriate for conflict monitoring.