Kristine Anderson
Booz Allen Hamilton HoldingAbout Kristine Anderson
Kristine Martin Anderson is Executive Vice President and Chief Operating Officer (COO) of Booz Allen Hamilton (BAH). She joined Booz Allen in 2006 after serving as VP of Operations and Strategy at CareScience, and became COO effective June 1, 2022, having led the Civil sector (2018–2022) and civil health (2015–2018) . She is 56 years old as of FY2025 , holds a BA in neurobiology from the University of Pennsylvania and an MBA from The Wharton School . During FY2025, Booz Allen delivered 12.4% revenue growth to $12.0B, 54.3% net income growth to $935M, and 11.9% adjusted EBITDA growth to $1,315M, marking the tenth consecutive year of top-line growth . Management highlighted strong AI momentum (~$800M FY2025 AI revenue, >30% YoY growth) with Anderson participating in strategy and Q&A on the earnings call .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Booz Allen Hamilton | President, Civil Sector | 2018–2022 | Led highest-performing businesses; scaled mission tech solutions across civil agencies |
| Booz Allen Hamilton | Lead, Civil Health Business | 2015–2018 | Grew health portfolio and mission technology capabilities |
| CareScience (software) | VP, Operations & Strategy | Pre-2006 | Operational and strategy leadership for health tech; foundation for data/quality expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Executives for Health Innovation (eHealth Initiative) | Treasurer, Board of Directors | Ongoing | Health innovation governance and ecosystem engagement |
| National Quality Forum | Co-Chair, Cost & Resource Use Standing Committee | Ongoing | Quality measurement policy and cost/resource stewardship |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $858,333 | $900,000 | $900,000 |
| Annual Cash Incentive Paid ($) | $750,240 | $1,040,000 | $666,500 (86% of $775,000 target) |
Notes:
- FY2025 Annual Cash Incentive was based 95% on Adjusted EBITDA (target range $1,246–$1,281B; actual $1,315B, adjusted to $1,285B for one-time reserve release) and 5% on Employee Experience Survey (actual 85.7% favorability; 104% payout factor), with Committee discretion leading to ~86% payout .
Performance Compensation
Annual Equity Grants (FY2025 targets)
| Component | Target Value ($) | Design | Vesting |
|---|---|---|---|
| Performance-Based RSUs | $1,304,274 | 3-year cumulative metrics: 75% Adjusted EBITDA, 25% Revenue; TSR multiplier (±20%) vs S&P Software & Services Select Industry | End of 3-year performance period; 0–240% of target after TSR modifier |
| Time-Based RSUs | $800,042 | Service-based | Equal annual installments over 3 years |
One-time Retention Grants (May 21, 2024 approvals; FY2025)
| Component | Target Value ($) | Design | Vesting |
|---|---|---|---|
| Performance-Based RSUs | $1,630,301 | Same metrics as FY2025 annual grants | End of 3-year performance period |
| Time-Based RSUs | $1,500,137 | Service-based | Equal annual installments over 3 years |
FY2023–FY2025 PSU Payout (May 2022 awards; performance certified May 2025)
| Metric | Weight | Target | Actual | Payout Factor |
|---|---|---|---|---|
| Cumulative Adjusted EBITDA ($B) | 70% | $3.324–$3.535 | $3.505 | 100% |
| Cumulative Revenue ($B) | 20% | $28.200–$28.746 | $31.669 | 200% |
| Platform Businesses Revenue Growth | 5% | 15.0%–24.9% | 15.6% | 100% |
| Total (95% combined target) | — | — | — | 115% of target |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 129,836 shares; includes 49,858 shares via options exercisable within 60 days (SEC beneficial ownership rules) |
| Ownership % of Shares Outstanding | <1% (asterisk indicates less than 1%) |
| Stock Ownership Guidelines | NEO requirement: 4x base salary; all NEOs satisfied, with “other NEOs” averaging 14x; CEO at 57x |
| Hedging/Pledging | Company policy prohibits hedging, short sales, holding in margin accounts, and pledging company stock |
Outstanding Equity and Vesting
| Instrument | Quantity | Key Terms |
|---|---|---|
| Unvested Time-Based RSUs (as of 3/31/2025) | 21,941 | Vests on March 31, 2026 and March 31, 2027, plus June 1, 2025 for earlier awards |
| Performance RSUs Outstanding at Target (as of 3/31/2025) | 29,410 | 3-year performance period; TSR multiplier; change-in-control double-trigger protection |
| Options (exercisable; strike; expiry) | 26,716 @ $41.28 exp 5/23/2028; 12,947 @ $47.99 exp 1/29/2029; 10,195 @ $62.12 exp 5/22/2029 | |
| In-the-money status (as of 3/31/2025) | FMV $104.58; all listed option strikes below FMV → in-the-money |
Insider selling pressure indicators:
- Significant upcoming RSU vesting dates (March 31, 2026/2027; June 1, 2025) and deep in-the-money options could create selling windows, but pledging/hedging are prohibited and executives must maintain ownership guidelines, which mitigates forced selling risk .
Employment Terms
- Transition Pay: If departing other than retirement/resignation/death/disability/for cause, eligible for 3 months base pay plus 1 month per year as an executive up to 9 months; COBRA premium reimbursement up to 3 months; contingent on general release .
- Retirement Benefits: Officers’ Retirement Plan lump-sum $20,000 per year of executive service; present value for Anderson $300,000 (15 years credited); company-paid retiree medical/dental post-retirement .
- Change-in-Control: Equity plan generally honors/assumes awards; accelerated vesting upon involuntary termination without cause or for good reason within two years (double-trigger). If not assumed at change-in-control, time-based awards fully vest and performance awards vest pro rata based on performance to transaction close .
- Clawbacks: NYSE Rule 10D-1 policy applies to incentive compensation for the three prior fiscal years in event of restatement; additional plan-level forfeiture/recoupment for misconduct or reputational harm .
- Tax Gross-Ups: Company explicitly does not provide tax gross-ups on golden parachute payments .
- Insider Policy: Comprehensive prohibition on hedging, short sales, margin accounts, pledging; applies to officers/directors/employees and household members .
Compensation Summary (Reported)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary ($) | $858,333 | $900,000 | $900,000 |
| Stock Awards ($) | $3,658,415 | $1,819,869 | $5,234,753 |
| Non-Equity Incentive ($) | $750,240 | $1,040,000 | $666,500 |
| Change in Pension Value & NQDC Earnings ($) | $10,000 | $150,000 | $20,000 |
| All Other Compensation ($) | $183,349 | $162,650 | $191,393 |
| Total ($) | $5,460,337 | $4,072,519 | $7,012,646 |
All Other Compensation breakdown (FY2025): Financial counseling $8,079; 401(k) qualified contributions $20,700; non-qualified retirement contributions $30,500; executive medical & retiree plan contributions $65,276; life insurance $5,862; other perqs $60,976 (including $35,285 security services) .
Pay-for-Performance Structure and Metrics
- Short-term (AIP): 95% Adjusted EBITDA; 5% Employee Experience Survey; FY2025 EBITDA actual adjusted for reserve release; total payout ~86% .
- Long-term (PSUs): 75% cumulative Adjusted EBITDA, 25% cumulative Revenue; 3-year TSR multiplier (120% at ≥75th percentile; 80% at ≤25th) . FY2023–FY2025 PSU awards paid at 115% of target based on certified performance .
- Risk controls: Robust clawbacks; no option repricing; no discounted options; annual risk assessment of incentive compensation; no single-trigger CIC vesting; no hedging/pledging .
Governance, Peer Benchmarking, and Say-on-Pay
- Compensation Peer Group (FY2025 benchmarking): Government services/IT/aerospace peers (e.g., Akamai, CACI, CGI, Cognizant, DXC, EPAM, FISERV, FTI, Jacobs, KBR, L3Harris, Leidos, Maximus, Parsons, SAIC) .
- Say-on-Pay: ~97% approval at 2024 Annual Meeting; program continues to be reviewed and aligned with stockholder feedback .
Performance & Track Record
- FY2025 Company results: Revenue $12.0B (+12.4% YoY), Net income $935M (+54.3%), Adjusted EBITDA $1,315M (+11.9%), Free cash flow $911M, backlog $37.0B (+15.3%), TTM book-to-bill 1.39x .
- Strategic context: COO Anderson is central to operations and transformation; management is resetting civil business amid procurement slowdowns, while accelerating outcome-based contracting and AI deployment across defense/intel; AI business grew >30% YoY to ~$800M .
Investment Implications
- High alignment: Material ownership requirements (4x salary), prohibition on hedging/pledging, and robust clawbacks support long-term alignment; Anderson meets guidelines with significant equity exposure through RSUs and deep in-the-money options .
- Incentive quality: Heavy weighting to Adjusted EBITDA and multi-year revenue/EBITDA PSUs with TSR modifier ties pay to value creation; FY2025 AIP payout disciplined to 86% despite EBITDA beat (adjustment for reserve release) .
- Retention risk: One-time retention grants ($3.13M target across PSUs/RSUs for Anderson) reduce near-term flight risk; upcoming vesting schedule and option moneyness could create liquidity events but are mitigated by ownership guidelines and no-pledging policy .
- Change-of-control economics: Double-trigger equity acceleration and retiree medical protections provide continuity without shareholder-unfriendly single-trigger or tax gross-ups, limiting windfall risk .
- Execution focus: As COO, Anderson’s role in outcome-based contracting, AI scaling, and civil restructuring is pivotal; success should be reflected in improved margins and backlog conversion as procurement normalizes, with defense/intel strength offsetting civil headwinds near term .