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Joan Amble

About Joan Amble

Joan Lordi C. Amble, age 72, has served as an independent director of Booz Allen Hamilton Holding Corporation since 2012. A seasoned finance executive (American Express EVP Finance/Corporate Comptroller; GE Capital Markets COO/CFO), she brings deep expertise in financial reporting, controls, and global operations; she is designated an “audit committee financial expert.” She currently serves on the Audit Committee of BAH .

Past Roles

OrganizationRoleTenureCommittees/Impact
American Express CompanyEVP, FinanceMay 2011–Dec 2011Senior finance leadership
American Express CompanyEVP & Corporate ComptrollerDec 2003–May 2011Oversaw reporting, controls
GE Capital MarketsCOO & CFOPrior to 2003Securitizations, debt placement/syndication, structured equity
GE Capital & GE Financial ServicesVP & Controller1994–Mar 2003Enterprise finance; controls
JCA Consulting, LLCPresidentCurrentAdvisory capacity

External Roles

OrganizationRoleTenureCommittees/Impact
Spire Global, Inc. (NYSE: SPIR)DirectorSince Aug 2022Public company board experience
Zurich Insurance Group (SIX: ZURN)DirectorSince Apr 2015Global insurance governance
BuzzFeed, Inc. (NASDAQ: BZFD)Director; Audit Committee ChairAug 2021–May 2023Led audit oversight
Sirius XM Holdings Inc. (NASDAQ: SIRI)Director2008–Jun 2021Public co. board tenure
BuzzFeed, Inc.Independent AdvisorJun 2023–Dec 2023Advisory
Société Générale S.A.Independent AdvisorOct 2016–Jun 2022Advisory
PCAOB Standing Advisory GroupMember2014–2020Standard-setting input

Board Governance

  • Independence: Determined independent under NYSE and BAH guidelines .
  • Committee assignments: Audit Committee member (Audit Committee is fully independent; met 4 times in FY25) .
  • “Audit Committee financial expert”: Board designated Ms. Amble as an audit committee financial expert .
  • Attendance and engagement: Board held seven meetings in FY25; overall director attendance was 95%; all incumbent directors attended ≥75% and attended the 2024 Annual Meeting .
  • Executive sessions: Board holds regular executive sessions of non‑management directors .
  • Board composition/independence: 12 of 13 directors independent; all key committees 100% independent .

Fixed Compensation

ComponentFY25 ValueDetail
Annual Board Retainer (cash or stock election)$120,000Standard director retainer
Annual Equity Award (restricted stock)$225,000Granted Aug 1, 2024 under 2023 Equity Incentive Plan
FY25 Total Director Compensation$345,081Fees earned $120,000; stock awards $225,081
Shares Granted (FY25)2,414Restricted stock (equity grant + elected retainer) at $142.95 close on Aug 1, 2024

Notes:

  • Directors may elect cash retainers in stock; Ms. Amble elected stock for her annual retainer .
  • No per‑meeting fees; committee chair premiums only (Amble not a chair) .

Performance Compensation

Directors’ equity awards are time‑based and not tied to performance metrics; annual director grants vest 50% on January 31 and 50% on July 31 following grant. For Amble’s Aug 1, 2024 grant, 1,207 shares vested Jan 31, 2025 and 1,207 vest July 31, 2025 .

AwardGrant DateVesting DatesShares per VestTerms
Annual director restricted stockAug 1, 2024Jan 31, 2025; Jul 31, 20251,207; 1,207Time‑based; standard director schedule

Other Directorships & Interlocks

CompanyIndustry Link to BAHPotential Interlock/Conflict Notes
Spire Global (SPIR)Space/satellite data; possible government adjacencyNo related person transactions disclosed with Amble at BAH
Zurich Insurance Group (ZURN)InsuranceNo related person transactions disclosed with Amble at BAH
BuzzFeed (BZFD), Sirius XM (SIRI)Media/technologyPast roles; no BAH related‑party ties disclosed

BAH policies require Audit Committee approval for related person transactions over $120,000; none disclosed involving Ms. Amble in FY25 .

Expertise & Qualifications

  • Finance, accounting, compliance, controls, and global operations; audit committee leadership experience .
  • Audit committee financial expert designation .
  • Government contracting understanding; strategic and financial planning skills .

Equity Ownership

MetricValueNotes
Beneficial ownership (May 16, 2025)56,860 shares<1% of Class A outstanding
Unvested restricted stock (FY25)1,207 sharesVest on Jul 31, 2025
Director stock ownership guideline5x annual retainerAchieve within 5 years; directors with ≥5 years exceed (Amble qualifies)
Hedging/pledgingProhibitedShort sales, derivatives, margin accounts, pledging prohibited

Governance Assessment

  • Strengths: Independent, audit financial expert; extensive large‑cap finance background; strong board‑wide attendance culture; equity ownership alignment; no hedging/pledging permitted; related‑party controls via Audit Committee .
  • Compensation alignment: Director pay mix balanced between fixed cash retainer and time‑based equity; Amble elected stock for retainer, increasing alignment .
  • Workload/commitments: Multiple external boards (Spire, Zurich) plus advisory roles; BAH maintains a policy on public company board service to ensure directors can devote sufficient time . Monitor aggregate time commitments as a standard governance practice.
  • RED FLAGS: None disclosed specific to Amble—no related‑party transactions, no attendance shortfalls, no pledging/hedging, no chair fee or consultant conflicts tied to her role .

Overall, Amble’s profile supports investor confidence in audit oversight and financial reporting rigor at BAH, with clear ownership alignment and independence safeguards in place .