Horacio Rozanski
Booz Allen Hamilton HoldingAbout Horacio Rozanski
Horacio D. Rozanski is Chairman, Chief Executive Officer, and President of Booz Allen Hamilton; he joined the firm in 1992, became CEO in 2015, and was elected Chairman in July 2024. He is 57 years old and has served on the Board since 2014, chairing the Executive Committee; under his leadership, FY2025 delivered 12.4% revenue growth to $12.0B, net income up 54.3% to $935.0M, and Adjusted EBITDA up 11.9% to $1,315.0M . Pay-versus-performance disclosures show Booz Allen’s FY2025 value of a fixed $100 investment at $166 and net income of $935,030K, with Adjusted EBITDA of $1,315,031K and index comparator TSR value of $198 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Booz Allen Hamilton | Consultant; Vice President | Joined 1992; VP 1999 | Early commercial consulting and leadership pipeline |
| Booz Allen Hamilton | Chief Personnel Officer; Chief Strategy & Talent Officer | Pre-COO/President | Built talent/strategy foundations for growth |
| Booz Allen Hamilton | Chief Operating Officer; President | Pre-2015 | Operational and strategic leadership preparing for CEO role |
| Booz Allen Hamilton | Chief Executive Officer | 2015–present | Led transformation into advanced technology provider; sustained revenue growth |
| Booz Allen Hamilton | Chairman, Board of Directors | July 2024–present | Unified Chair/CEO leadership; Executive Committee Chair |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marriott International (NASDAQ: MAR) | Director | Since March 2021 | Public-company governance and hospitality sector insight |
| Children’s National Hospital | Director; Chair | Since 2019; Chair since 2021 | Community leadership and healthcare governance |
| Economic Club of Washington, DC | Member | — | Policy and business community engagement |
| Business Roundtable | Member | — | National corporate policy voice |
| U.S. Holocaust Memorial Museum’s Committee on Conscience | Member | — | Ethical leadership and civic engagement |
| Kennedy Center Corporate Fund Board | Vice Chair | — | Cultural institution stewardship |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 1,500,000 | 1,500,000 | 1,500,000 |
| Annual Cash Incentive Target ($) | 1,875,600 | 3,200,000 | 2,000,000 |
| Annual Cash Incentive Paid ($) | 1,875,600 | 3,200,000 | 1,720,000 |
| All Other Compensation ($) | 298,102 | 231,993 | 227,804 |
| Total Compensation ($) | 12,183,785 | 15,593,758 | 13,999,139 |
Performance Compensation
Annual Incentive Plan (FY2025)
| Metric | Weighting | Target | Actual | Payout Factor | Vesting/Payment Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA | 95% | $1,246–$1,281M | $1,315M; reduced to $1,285M for payout | Committee-discretion within pool; overall ~86% | Post fiscal year-end, cash |
| Employee Experience Survey (favorability) | 5% | Target 84.5%–85.5% | 85.7% | 104% on metric | Post fiscal year-end, cash |
Long-Term Performance-Based RSUs (Structure for FY2025 grants; three-year cycle)
| Metric | Weighting | Target Disclosure | TSR Modifier | Vesting |
|---|---|---|---|---|
| Cumulative Adjusted EBITDA | 75% | Targets set at outset; disclosed after period | ±20% based on relative TSR vs S&P Software & Services Select Industry Index (120% at ≥75th percentile; 80% at ≤25th) | End of 3-year period; 0–200% financial payout then ± TSR multiplier; max 240% of target |
| Cumulative Revenue | 25% | Targets set at outset; disclosed after period | See above | See above |
Completed Cycle Payout (FY2023–FY2025 May 2022 grant)
| Metric | Weighting | Target Range | Actual | % of Target Achieved | Payout Factor |
|---|---|---|---|---|---|
| Cumulative Adjusted EBITDA ($M) | 70% | $3,324–$3,535 (target) | $3,505 | 100% | 70% |
| Cumulative Revenue ($M) | 20% | $28,200–$28,746 (target) | $31,669 | 200% | 40% |
| Platform Revenue Growth (%) | 5% | 15.0%–24.9% (target) | 15.6% | 100% | 5% |
| Total Payout vs Target | 95% combined | — | — | — | 115% |
Equity Ownership & Alignment
- Beneficial ownership: 583,601 shares; reported as less than 1% of outstanding (124,187,634 shares) .
- Executive stock ownership guidelines: CEO required 7× base salary; actual ownership ~57× base salary; other NEOs 4× required and ~14× actual on average .
- Hedging/pledging: Company policy prohibits hedging, short sales, derivative transactions, holding in margin accounts, or pledging Company stock .
- Vested vs. unvested and vesting schedule:
- Time-based RSUs vest in three equal annual installments over three years ; CEO has 31,374 unvested time-based RSUs scheduled: 22,885 on Mar 31, 2026 and 8,489 on Mar 31, 2027 .
- Performance-based RSUs vest at end of cycle based on metrics and TSR; CEO has 108,283 target unearned performance RSUs outstanding (68,114 scheduled Mar 31, 2026; 40,169 scheduled Mar 31, 2027) .
- FY2025 realized vesting: CEO had 119,759 shares vest with value realized of $14,710,498 .
FY2025 Equity Grants to CEO
| Grant Type | Grant Date | Target Units | Threshold Units | Max Units | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Performance RSUs | May 23, 2024 | 40,169 | 20,084 | 96,405 | 6,651,183 |
| Time-based RSUs | May 23, 2024 | 25,467 | — | — | 3,880,152 |
Employment Terms
Severance, Retirement, and Change-in-Control Economics (CEO)
| Scenario | Severance Pay ($) | Equity Accelerated ($) | Retirement Plan Benefits ($) | Death/Disability Benefits ($) | Continued Benefits/Perqs ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary Termination | 1,500,000 | — | — | — | 67,553 | 1,567,553 |
| Qualifying Termination post-Change-in-Control | — | 14,605,329 | — | — | — | 14,605,329 |
| Retirement | — | — | 510,000 | — | 1,348,352 | 1,858,352 |
| Death | — | 14,605,329 | — | 2,125,000 | — | 16,730,329 |
| Disability | — | — | — | 2,100,106 | 1,348,352 | 3,448,458 |
| Change-in-Control (no termination) | — | — | — | — | 1,348,352 | 1,348,352 |
- Transition Policy: three months base pay plus one additional month per year of executive service up to a nine-month maximum; COBRA premiums up to three months and $30,000 outplacement assistance .
- Equity plan treatment under change-in-control:
- 2023 Equity Incentive Plan emphasizes double-trigger; awards are assumed/substituted and accelerate upon involuntary termination without cause or for good reason within two years post-CIC; if not assumed, time-based awards fully vest and performance awards vest pro rata based on performance through close .
- Prior award agreements (FY2023–FY2024 grants) similarly provide double-trigger acceleration with performance RSUs vesting at target if terminated within two years post-CIC .
- Clawbacks: Mandatory Rule 10D-1 clawback plus broad misconduct-based forfeiture/recoupment (restatements, reputational harm, legal/regulatory breaches, supervisory failures, etc.) .
- Government reimbursement cap: FAR compensation allowability capped at $671,000 on certain contracts (OMB cap) .
- Retirement plan: Officers’ Retirement Plan lump-sum equals $20,000 per executive-year; CEO credited service 25.5 years, present value $510,000 .
- Non-qualified deferred comp: CEO did not defer bonus in FY2025 .
Board Governance
- Role: Chairman, CEO, President; non-independent director; Executive Committee Chair .
- Dual-role implications: Board articulates unified Chair/CEO benefits with robust lead independent director (Mark E. Gaumond) responsibilities and fully independent committees; regular executive sessions; evaluated as in best interests of stockholders given Booz Allen’s culture and customer-facing value of unified leadership .
- Board independence and oversight: 12 of 13 directors independent; Audit, Compensation, Culture and People, and Nominating & Corporate Governance committees are 100% independent; overall meeting attendance 95% in FY2025 .
- Director compensation: Employees (including CEO) receive no additional fees for director service .
- Insider trading and pledging policy: Prohibits hedging, short sales, derivatives, margin accounts, and pledging .
Director Compensation (context for his board role)
- Non-employee director program includes annual cash retainer and restricted stock; CEO as an employee does not receive director pay .
Compensation Peer Group and Consultants
- FY2025 peer group used for CEO/NEO benchmarking included AKAM, CACI, GIB, CTSH, CNDT, DXC, EPAM, FI, FCN, J, KBR, LHX, LDOS, MMS, PSN, SAIC .
- Consultants: Korn Ferry advised FY2025; Pay Governance engaged for FY2026; independence affirmed; fees: Pay Governance $56,445; Korn Ferry $667,452 (executive comp portion $167,452) .
Say-on-Pay & Shareholder Feedback
- Say-on-pay support ~97% at 2024 Annual Meeting; company continues engagement and annual votes .
Equity Grant Timing and Risk Controls
- Equity grants typically in May; no timing against MNPI; annual risk assessment concluded compensation does not encourage undue risk-taking; options repricing prohibited; change-in-control agreements not provided to NEOs .
Investment Implications
- Alignment: High portion of CEO pay at risk and tied to Adjusted EBITDA and revenue targets over multi-year cycles with relative TSR modifier; strong ownership multiple (57× salary) and stringent hedging/pledging prohibitions support shareholder alignment .
- Retention and supply overhang: Time-based RSUs and performance RSUs scheduled on Mar 31, 2026 and Mar 31, 2027 indicate foreseeable vesting events; FY2025 realized vesting was substantial ($14.7M), but policy bars hedging/pledging and executives must meet ownership requirements before selling any executive equity compensation, moderating near-term selling pressure .
- Governance: Combined Chair/CEO mitigated by strong lead independent director and fully independent committees; board attendance and independence metrics are robust; say-on-pay support high, reducing governance overhang risk .
- Change-in-control: Double-trigger structure and no single-trigger vesting reduce “golden parachute” concerns; however, potential accelerated equity value in a CIC is material ($14.6M for CEO), relevant for M&A scenarios .