Mark Gaumond
Booz Allen Hamilton HoldingAbout Mark E. Gaumond
Lead Independent Director at Booz Allen Hamilton (BAH); age 74; director since 2011. He has 35+ years advising senior management and audit committees, including Ernst & Young (Senior Vice Chair – Americas, 2002–2010) and a 27‑year partner career at Andersen LLP. He holds a BA from Georgetown University and an MBA from New York University and is a member of the American Institute of Certified Public Accountants .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young (E&Y) | Senior Vice Chair – Americas | 2002–2010 | Senior leadership across Americas region |
| Andersen LLP | Partner | ~27 years (pre‑2002) | Advised public/private audit committees and senior management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| First American Funds | Board Member; Chairman of the Board | Jan 2016 – Mar 2024; Chair (2020–Mar 2024) | Mutual fund governance; chaired board |
| California Academy of Sciences | Trustee | Not specified | Non‑profit board service |
| Rayonier Advanced Materials (NYSE: RYAM) | Director (past) | Jul 2014 – May 2020 | Public company board experience |
Board Governance
- Lead Independent Director with delineated responsibilities: presides over executive sessions, collaborates on agendas/calendar, liaises between independent directors and Chair/CEO, can call/chair meetings of independent directors, and collaborates on Board/committee performance; elected by a majority of independent directors in May 2025; has served since July 2024 .
- Committee assignments: Executive Committee member; 2025 Executive Committee members were Gaumond, Rozanski, Jewett, McClain; the Executive Committee did not meet in FY2025 .
- Audit Committee chair transition: Ellen Jewett became Audit Chair effective Nov 1, 2024; Gaumond received an additional $15,000 payment for services as Audit Chair earlier in the year (elected cash) .
- Independence: Board determined Gaumond independent under NYSE and Company guidelines .
- Attendance and engagement: Board held seven meetings; overall director attendance 95%; all incumbent directors attended ≥75% of assigned meetings; directors attended the 2024 Annual Meeting .
- Executive sessions: Regular executive sessions of non‑management directors are held .
- Say‑on‑pay signal: 97% approval at 2024 Annual Meeting (indicates strong shareholder support for compensation/governance) .
Fixed Compensation
| Component (Directors) | Annual Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash unless elected in stock) | $120,000 | Baseline non‑employee director retainer |
| Annual Equity Award (restricted stock) | $225,000 | Granted in Aug; vests Jan 31 and Jul 31 following |
| Lead Independent Director Additional Retainer | $50,000 | Introduced July 2024 |
| Audit Committee Chair Additional Retainer | $30,000 | Committee chair supplement |
| Compensation, Culture & People Committee Chair Retainer | $25,000 | Committee chair supplement |
| Nominating & Corporate Governance Chair Retainer | $20,000 | Committee chair supplement |
| Meeting Fees | None | No additional meeting fees |
| Mark E. Gaumond – FY2025 Director Compensation | Amount | Detail |
|---|---|---|
| Fees Earned (cash) | $185,000 | Annual retainer + partial Audit Chair payment ($15,000) elected in cash |
| Stock Awards (grant‑date fair value) | $225,036 | Annual equity grant; he elected LID retainer ($50,000) in stock and received a total 1,924 restricted shares on Aug 1, 2024 with aggregate grant‑date fair value $275,036 (annual grant plus LID retainer in stock) |
| Total | $410,036 | FY2025 total compensation |
| Unvested Director Restricted Stock at FY‑end | 962 shares | Scheduled to vest Jul 31, 2025 |
| Director Equity Vesting Cadence | — | Half vests Jan 31 following the grant; half vests Jul 31 thereafter |
Performance Compensation
- Directors receive restricted stock; no director stock options and no performance‑conditioned equity reported for directors. Annual equity awards are time‑based restricted stock with two tranches vesting Jan 31 and Jul 31 after the grant; directors may elect to receive retainers in stock; no meeting fees .
| Director Equity Grant – Vesting Schedule (Programmatic) | Vest Date | Portion |
|---|---|---|
| Annual grant tranche 1 | Jan 31 (following the Aug grant) | 50% |
| Annual grant tranche 2 | Jul 31 (following tranche 1) | 50% |
Other Directorships & Interlocks
| Category | Company/Institution | Role | Interlock/Consideration |
|---|---|---|---|
| Current public boards | None disclosed | — | No current public board interlocks disclosed |
| Past public boards | Rayonier Advanced Materials (RYAM) | Director | Past role; no current interlock |
| Funds | First American Funds | Board member; Chair | Financial services governance (ended Mar 2024) |
| Non‑profit | California Academy of Sciences | Trustee | Civic/non‑profit governance |
Notable optics: Booz Allen’s independent auditor is Ernst & Young LLP; Gaumond previously held senior roles at E&Y (2002–2010). Board has affirmed his independence under NYSE and Company criteria; still a potential perceived conflict requiring continued Audit Committee vigilance .
Expertise & Qualifications
- Deep finance, financial planning, compliance/controls expertise; public company directorship and audit committee experience; strategic planning skills .
- AICPA membership; BA Georgetown; MBA NYU .
- Lead Independent Director responsibilities emphasize agenda setting, information quality, executive sessions, and liaison roles—enhancing board effectiveness .
Equity Ownership
| Holder | Shares Beneficially Owned | Shares Outstanding Reference | Ownership % of Outstanding |
|---|---|---|---|
| Mark E. Gaumond | 60,506 | 124,187,634 Class A shares outstanding (as of May 16, 2025) | ~0.0487% (computed: 60,506 ÷ 124,187,634) |
| Unvested Director Restricted Stock | 962 | — | Vests Jul 31, 2025 |
- Director ownership guidelines: 5× annual retainer; directors with ≥5 years on the Board regularly exceed and currently exceed guidelines (Gaumond qualifies) .
- Hedging and pledging prohibition: Company policy prohibits hedging, short sales, holding in margin accounts, and pledging of Company stock (alignment safeguard) .
Governance Assessment
- Board role and independence: Gaumond is Lead Independent Director with robust, codified responsibilities, supporting independent oversight even with combined Chair/CEO structure—positive for investor confidence .
- Committee assignments: Service on the Executive Committee and prior Audit Chair responsibilities indicate significant governance involvement; the Audit Chair transition to Jewett (Nov 1, 2024) modernizes audit oversight continuity .
- Attendance and engagement: Strong overall board attendance (95%) and ≥75% individual minimum achieved; seven meetings held—signals engaged governance processes .
- Compensation alignment: He elected the LID retainer in stock, increasing equity exposure; FY2025 mix ($185k cash; ~$225k equity) aligns incentives with shareholders; unvested director equity vests on a steady schedule—alignment positive .
- Ownership alignment: 60,506 shares beneficially owned and guidelines exceeded given tenure; hedging/pledging prohibited—strong alignment .
- Potential conflicts (RED FLAG – optics): Prior senior E&Y role while E&Y is BAH’s auditor; Board deems him independent under NYSE and Company criteria; continued monitoring by Audit Committee prudent .
- Shareholder signals: 97% say‑on‑pay approval in 2024 reflects positive shareholder sentiment toward compensation/governance frameworks .
- Related party transactions: None disclosed for Gaumond; Company maintains robust related‑party transaction policy overseen by independent directors (Audit Committee) .
Overall, Gaumond’s governance profile shows strong independence, significant committee leadership, and tangible ownership alignment. The E&Y connection is a manageable optics consideration given tenure separation and formal independence determinations, but Audit Committee transparency should remain high to preserve investor confidence .