Gretchen McClain
Booz Allen Hamilton HoldingAbout Gretchen W. McClain
Independent director since 2014; age 62. Chief Executive Officer of J.M. Huber Corporation since April 2022; previously Operating Executive at The Carlyle Group (2019–2022), founding President & CEO of Xylem Inc. (2011–2013), senior executive at ITT (2005–2011), Honeywell Aerospace/AlliedSignal, and 9 years at NASA; B.S. in Mechanical Engineering, University of Utah .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.M. Huber Corporation | Chief Executive Officer | Apr 2022–present | CEO; previously Director since 2016 |
| The Carlyle Group | Operating Executive | Jul 2019–Mar 2022 | Operating leadership at PE sponsor |
| Xylem Inc. | Founding President & Chief Executive Officer | Oct 2011–Sep 2013 | Led spin-off and IPO from ITT water business |
| ITT Corporation | President, Residential & Commercial Water; SVP & President, Commercial Businesses | 2005–2011 | Led multiple water/commercial segments |
| Honeywell Aerospace (AlliedSignal) | VP & GM; VP Engineering & Technology; Program Management | Various years | Senior leadership in electronics and engines/systems/services |
| NASA | Deputy Associate Administrator for Space Development; Chief Director, Space Station; Deputy Director for Space Flight | 9 years | Pivotal role in International Space Station development and launch |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AMETEK, Inc. (NYSE: AME) | Director | Aug 2014–present | Current public company directorship |
| J.M. Huber Corporation | Director | 2016–present | Private company board |
| Hennessy Capital Acquisition Corp. IV | Director | 2018–2020 | Prior board service |
| Boart Longyear Limited | Director | Nov 2015–Aug 2019 | Prior board service |
Board Governance
- Committees: Chair, Compensation, Culture and People; Member, Nominating & Corporate Governance; Member, Executive Committee .
- Independence: Determined independent under NYSE standards and company guidelines .
- Attendance: Board held seven meetings in FY2025; overall director attendance 95%; each incumbent attended at least 75%; all directors attended the 2024 annual meeting .
- Committee cadence: Compensation Committee met 5 times (she chairs); Nominating & Corporate Governance met 4 times (she is a member); Executive Committee did not meet or act by written consent in FY2025 .
- Board leadership: Lead Independent Director is Mark E. Gaumond, with delineated duties; regular executive sessions of non-management directors .
Fixed Compensation
| Component | Detail | FY2025 Values / Terms |
|---|---|---|
| Annual Board Retainer (cash) | Standard non-employee director retainer | $120,000 annual retainer |
| Committee Chair Fee (cash) | Compensation, Culture and People Chair | +$25,000 additional retainer |
| Meeting Fees | Not paid | No additional fees for attending Board/committee meetings |
| Annual Equity Grant | Restricted stock under 2023 Equity Incentive Plan | $225,000 grant-date fair value; generally granted August, half vests Jan 31 and half vests Jul 31 following first vest |
| FY2025 Director Compensation (McClain) | Fees earned | $145,000 |
| Stock awards (grant-date fair value) | $225,003 | |
| Total | $370,003 | |
| Grant Mechanics (McClain) | FY2025 equity grant | 1,574 shares of restricted stock granted Aug 1, 2024; McClain elected to receive retainer and chair payment in cash |
Vesting schedule for annual director equity grants: 50% on January 31 of the following year; 50% on July 31 thereafter .
Performance Compensation
- Not applicable for non-employee directors. Director equity grants are time-based restricted stock without performance criteria .
Context (executive long-term metrics; directors are not subject to these): | Metric | Weighting | Description | |---|---|---| | Adjusted EBITDA | 75% | 3-year cumulative Adjusted EBITDA against preset targets | | Revenue | 25% | 3-year cumulative revenue against preset targets | | TSR multiplier | 20% multiplier | Relative TSR vs S&P Software & Services Select Industry Index (120% ≥75th percentile; 80% ≤25th percentile) |
Clawback framework: Mandatory clawback for executive officers per Rule 10D-1; incentive plans permit forfeiture/recoupment per Board policy; hedging and pledging of company equity prohibited .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict Notes |
|---|---|---|
| AMETEK, Inc. | Current public company board | No BAH-related transaction disclosed |
| The Carlyle Group (prior role) | Former Operating Executive | Historical sponsor to BAH; no related-party transactions disclosed involving McClain in FY2025 |
No related party transactions disclosed involving McClain; company policy requires Audit Committee approval for related person transactions >$120,000 .
Expertise & Qualifications
- Operating CEO experience (J.M. Huber; Xylem) with industrials and water infrastructure; senior roles in aerospace and government technology; NASA space program leadership; mechanical engineering degree .
- Committee leadership experience and public company board service; core skills in financial/strategic planning; government contracting familiarity .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Source |
|---|---|---|---|
| Gretchen W. McClain | 29,826 | ~0.024% (29,826 ÷ 124,187,634) | |
| Unvested restricted stock (director service) | 787 shares | Vests Jul 31, 2025 |
- Director ownership guidelines: 5× annual retainer within 5 years; directors serving ≥5 years “regularly exceeded and currently exceed” guidelines; McClain director since 2014, thus expected to exceed .
- Hedging/pledging: Prohibited under Insider Trading Policy (also prohibits margin accounts) .
Shareholder Voting Signals (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election – Gretchen W. McClain | 98,091,119 | 5,364,514 | 50,529 | 8,488,444 |
| Say-on-Pay (Advisory) | 100,924,359 | 2,205,648 | 376,155 | 8,488,444 |
Prior year say-on-pay approval ~97% (2024) .
Governance Assessment
- Strengths: Independent status; chairs Compensation Committee; active on Nominating & Governance; Board exhibits strong governance (majority independent; executive sessions; robust ownership guidelines; anti-hedging/pledging) .
- Engagement: High board/committee activity (Compensation met 5×; Nominating met 4×); 2025 say-on-pay garnered strong support; McClain’s director election received substantial “For” votes, indicating investor confidence .
- Alignment: Director pay balanced with equity ($225k restricted stock) and cash ($145k fees); no meeting fees; ownership guidelines exceeded after 5 years; hedging/pledging banned—alignment-friendly .
- Risks/Red Flags: No related-party transactions reported for McClain; no pledging indicated; committee consultant independence reviewed with no conflicts; Executive LTI uses robust financial/TSR metrics; no tax gross-ups on golden parachute payments for CEO/other officers—a shareholder-friendly stance .