Debra Dial
Booz Allen Hamilton HoldingAbout Debra L. Dial
Debra L. Dial, 64, is an Independent Director at Booz Allen Hamilton (BAH), appointed in January 2025. She is a CPA and former Senior Vice President, Chief Accounting Officer (2022–2023) and Controller (2016–2023) at AT&T, with prior roles including VP Finance for Capital Management and CFO for AT&T’s CIO/CTO organizations, and ten years in KPMG’s audit practice; she holds a BBA in Accounting from the University of Texas at Austin and serves on FASAC (Financial Accounting Standards Advisory Council) . She is independent under NYSE standards and is designated an “audit committee financial expert,” serving on BAH’s Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Inc. | Senior Vice President, Chief Accounting Officer | 2022–2023 | Led corporate accounting, controls, reporting |
| AT&T Inc. | Senior Vice President & Controller | 2016–2023 | Oversaw accounting, capital allocation governance |
| AT&T Capital Management | Vice President of Finance | Prior to 2016 (dates not specified) | Capital allocation, budgeting, governance |
| AT&T (CIO/CTO offices) | Chief Financial Officer | Prior to 2016 (dates not specified) | Technology finance leadership |
| KPMG | Audit practice | ~10 years prior to 1996 | Public company audit experience |
External Roles
| Organization | Role | Tenure/Start | Notes |
|---|---|---|---|
| Dow Inc. (NYSE: DOW) | Director | Since April 2021 | Public company directorship |
| Hubbell Inc. (NYSE: HUBB) | Director | Since July 2023 | Public company directorship |
| Financial Accounting Standards Advisory Council (FASAC) | Member | Not disclosed | Standards advisory expertise |
Board Governance
- Independence: The Board determined Ms. Dial is independent per NYSE and company criteria .
- Committee: Audit Committee member; designated an “audit committee financial expert” .
- Committee cadence: Audit Committee met 4 times in FY2025 .
- Board cadence and attendance: Board held 7 meetings; directors attended 95% aggregate of Board and committee meetings; each incumbent director attended ≥75% of assigned meetings in FY2025 .
- Executive sessions: Regular executive sessions of non-management directors are held; lead independent director responsibilities are clearly delineated .
- Tenure on BAH Board: Director since January 2025 .
Fixed Compensation
| Component | FY2025 Amount | Detail |
|---|---|---|
| Fees Earned (Cash) | $69,370 | Pro rata annual retainer; elected cash for retainer |
| Stock Awards (Restricted Stock) | $130,070 | 1,009 shares granted 1/28/2025 at $128.91 closing price |
| Total | $199,440 | Aggregate FY2025 director compensation |
Stock Award Detail and Vesting
- Grant date and shares: 1,009 restricted shares granted on January 28, 2025; grant-date fair value $130,070 based on $128.91 closing price .
- Unvested shares at FYE: 505 shares scheduled to vest July 31, 2025 .
- Standard director vesting policy: Director annual equity awards are restricted stock; half vests January 31 following the grant, half July 31 subsequently (directors can elect cash for retainers; chairs receive additional cash retainers) .
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Performance-based equity (PSUs) | None for directors | Annual director equity is time-based restricted stock |
| Options | None disclosed for directors | Director equity delivered in restricted stock |
| Meeting fees | None | Directors do not receive per-meeting fees |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | Dow Inc. (since Apr 2021) ; Hubbell Inc. (since Jul 2023) |
| Compensation committee interlocks (FY2025) | None identified; compensation committee comprised of Barnes, Flournoy, McClain (Chair), Read, Thornberry; no officer interlocks reported |
| Related party transactions | No transactions involving Ms. Dial disclosed; related person transactions policy requires Audit Committee approval and none listed for Ms. Dial |
Expertise & Qualifications
- CPA; deep technical accounting and reporting leadership as AT&T CAO/Controller .
- Audit committee experience and designation as “financial expert” at BAH .
- Strategic finance, capital allocation, governance experience; FASAC member .
- Education: BBA in Accounting, University of Texas at Austin (McCombs) .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (BAH Class A) | 1,009 shares; <1% of outstanding |
| Unvested restricted stock (as of FYE) | 505 shares vesting 7/31/2025 |
| Ownership guidelines | Must reach equity value ≥5x annual retainer within 5 years of Board start |
| Hedging/pledging | Prohibited for directors and employees |
Governance Assessment
- Board effectiveness and independence: Strong—Ms. Dial adds deep accounting and audit oversight; independent and designated financial expert on a fully independent Audit Committee .
- Alignment: Director ownership guidelines (5x retainer) and time-based equity vesting create medium-term alignment; anti-hedging/pledging policy and equity recoupment on misconduct strengthen governance .
- Engagement: Audit Committee met 4 times; overall Board and committee attendance is high (95%) with incumbents at ≥75%—indicative of active oversight; Ms. Dial joined mid-year FY2025 .
- Compensation: Pro rata cash retainer and restricted stock consistent with peer practices; no performance-linked director pay (reduces pay-for-performance sensitivity but maintains independence and avoids short-termism) .
- Conflicts and related-party risk: No related-party transactions disclosed for Ms. Dial; compensation committee interlock risks not present; broader policy requires Audit Committee review of any related transactions .
- RED FLAGS: None identified—no pledging/hedging, no related-party ties disclosed, and strong shareholder support for compensation program (97% say-on-pay approval in 2024 underscores governance stability) .
Implications for investors: Ms. Dial’s audit expertise and CPA background enhance financial oversight; independence and robust policies mitigate conflict risk. Compensation structure (restricted stock with scheduled vesting) provides steady alignment while preserving objectivity; lack of performance equity for directors avoids potential metric gaming, with overall governance quality supported by attendance, committee independence, and strong policy frameworks .