Matthew Calderone
Booz Allen Hamilton HoldingAbout Matthew Calderone
Matthew A. Calderone, 53, is Executive Vice President and Chief Financial Officer of Booz Allen Hamilton, serving as CFO since October 1, 2022. He joined Booz Allen in 1999 and previously led Corporate Development, Strategic Finance/FP&A, and strategy as Chief Strategy Officer; he holds a BA in Economics (University of Maryland) and an MBA (Yale SOM) . During his tenure, company performance has emphasized Adjusted EBITDA: FY2024 actual Adjusted EBITDA was $1,175M vs a $1,060–$1,090M target range (driving a 160% bonus pool factor), and FY2025 actual was $1,315M vs a $1,246–$1,281M target range (adjusted to $1,285M for payout; 86% factor) . Booz Allen reported approximately 8% total shareholder return in FY2023, providing context for multi‑year value creation early in Calderone’s CFO tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Booz Allen Hamilton | Executive Vice President & CFO | Oct 2022–present | Oversees financial strategy and execution; drives capital allocation and VoLT strategy outcomes . |
| Booz Allen Hamilton | Chief Strategy Officer | ~2020–2022 | Led M&A and long‑term financial strategy; conceived and rolled out VoLT growth strategy; executed $1.4B+ in M&A/equity investments and portfolio actions . |
| Booz Allen Hamilton | Head of Strategic Finance and FP&A | 2016–2020 | Led forecasting, planning, and analysis; transformed finance function . |
| Booz Allen Hamilton | Corporate Development Lead | Since 2014 | Built and led corporate development team; executed material inorganic growth program . |
| Booz Allen Hamilton | Management Consultant and finance/strategy leadership | 1999–2016 | Progressively senior roles across finance and strategy . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Boys & Girls Clubs of Greater Washington | Board of Directors (member) | Not disclosed | Community non‑profit board service . |
Fixed Compensation
| Metric (USD) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base salary | $650,000 | $650,000 | $750,000 |
| Target annual cash incentive | $475,000 (effective Oct 1, 2022) | $650,000 | $750,000 |
| Actual annual cash incentive paid | $593,940 | $1,040,000 | $645,000 |
| All other compensation | $145,162 | $154,948 | $164,613 |
| Change in pension/deferred comp value | $10,367 | $130,000 | $20,000 |
2025 pay structure increased competitiveness: +$100k base, +$100k target bonus, +$300k annual equity target; plus a one‑time $3.0M retention equity grant (50% PSUs/50% RSUs) to reinforce retention and long‑term alignment .
Perquisites and other details (FY2023 breakdown for context): financial counseling $15,155; 401(k) company contributions $18,300; non‑qualified retirement contributions $27,000; executive medical/retiree plan $56,920; life insurance $840; other $26,947 .
Performance Compensation
Annual Cash Incentive (AIP)
| Fiscal year | Metric | Weight | Target | Actual | Payout factor | Paid (USD) |
|---|---|---|---|---|---|---|
| FY2025 | Adjusted EBITDA | 95% | $1,246–$1,281M | $1,315M (reduced to $1,285M for payout) | Included in 86% total factor | $645,000 |
| FY2025 | Employee Experience Survey | 5% | 84.5%–85.5% favorability | 85.7% | 104% sub‑factor, included in 86% total factor | $645,000 (aggregate) |
| FY2024 | Adjusted EBITDA | 100% | $1,060–$1,090M | $1,175M | 160% | $1,040,000 |
Notes:
- AIP is pooled; executives receive a consistent percentage of target; pool is adjusted vs Adjusted EBITDA target range at Committee discretion .
- FY2025 introduced a 5% employee experience metric; total payout approved at ~86% of target .
Long-Term Equity Incentives (Grants on May 23, 2024 for FY2025)
| Grant | Instrument | Target/Units | Threshold/Max | Grant date fair value (USD) | Performance metrics | Vesting/Notes |
|---|---|---|---|---|---|---|
| Annual LTI | PSUs | 6,695 target | 3,347 / 16,068 | $1,108,558 | 3‑yr cumulative Adjusted EBITDA and Revenue; relative TSR modifier vs S&P Software & Services Select Industry Index; 0–240% opportunity | Vests at end of 3‑yr period subject to results; double‑trigger acceleration on CIC for FY2024/2025 grants |
| Annual LTI | RSUs (time‑based) | 4,464 | — | $680,135 | N/A | Time‑based vesting schedule; double‑trigger on CIC for FY2024/2025 grants |
| One‑time retention | PSUs | 9,846 target | 4,923 / 23,630 | $1,630,301 | Same PSU goals as annual FY2025 awards | Same 3‑yr performance period and CIC treatment |
| One‑time retention | RSUs (time‑based) | 9,846 | — | $1,500,137 | N/A | Time‑based; CIC double‑trigger |
PSU outstanding at target by vesting date (as of FY2025 YE):
- March 31, 2026: 9,349 units; March 31, 2027: 16,541 units; total 25,890 (assumes target performance) .
Time‑based RSU vesting schedule (as of FY2025 YE): - March 31, 2026: 6,849 units; March 31, 2027: 4,770 units; total 11,619 .
Prior‑year schedules (as of FY2024 YE) included March 31, 2025: 3,215 RSUs and March 31, 2026: 2,079 RSUs; total 5,294 .
Stock options (legacy grant while CSO, granted May 17, 2022):
- Exercise price $83.38; vesting 3,008 options on each of March 31, 2025/2026/2027; total 9,024 .
Equity Ownership & Alignment
| As-of date | Shares beneficially owned | Of which: options exercisable | Note |
|---|---|---|---|
| May 19, 2023 | 49,093 | 29,724 | “*” less than 1% of shares outstanding . |
| May 17, 2024 | 55,508 | 32,732 | “*” less than 1% of shares outstanding . |
| May 16, 2025 | 59,469 | 32,732 | “*” less than 1% of shares outstanding; company had 124,187,634 shares outstanding . |
- Hedging/pledging: Booz Allen prohibits hedging, short sales, holding on margin, and pledging of company shares by directors, officers, employees, and household members .
- Ownership guidelines: Company discloses robust executive officer stock ownership guidelines (details in CD&A); directors required 5x retainer within 5 years .
Upcoming supply/vesting overhang (potential selling pressure windows):
- Time‑based RSUs: 6,849 vest on Mar 31, 2026; 4,770 on Mar 31, 2027 .
- PSUs: vesting contingent on FY2024/FY2025 3‑year performance cycles ending Mar 31, 2026 and Mar 31, 2027 (9,349 and 16,541 target units, respectively) .
- Options: 3,008 options became exercisable each Mar 31, 2025/2026/2027 at $83.38 .
Employment Terms
| Topic | Key terms |
|---|---|
| Appointment and tenure | Appointed EVP & CFO effective Oct 1, 2022; no material changes to compensation arrangements upon promotion . |
| Severance (Transition Policy) | FY2025: 3 months base pay plus 1 additional month per year as executive, up to 9 months total . FY2023: 4 months plus 1 additional month per year, up to 12 months (policy updated by FY2025) . |
| Change‑in‑control (CIC) | No individual CIC agreements for NEOs . Equity awards granted FY2024/2025 are double‑trigger: awards continue/are assumed; if not assumed → TBRSUs fully vest, PSUs vest pro‑rata to performance at CIC; if assumed, acceleration occurs upon termination without cause/for good reason within 2 years post‑CIC . Pre‑May 2022 time‑based options/RSUs vest upon CIC (single‑trigger) . |
| Clawback | Equity awards include compensation recovery/recoupment in event of misconduct leading to financial restatement . |
| Tax gross‑ups | Company does not provide tax gross‑ups on golden parachute payments for CEO or other officers following a CIC . |
Potential payments (as of Mar 31, 2025; values based on $104.58/share):
- Qualifying Termination on or after CIC: $4,050,230 equity acceleration (CFO) .
- Involuntary termination (non‑CIC): $750,000 severance plus $67,553 continued benefits .
- Retirement scenario: $260,000 retirement plan benefits; plus $1,444,739 retiree medical/benefit values .
- Death: $4,050,230 equity; $2,062,500 life/related benefits .
Investment Implications
- Alignment and at‑risk pay mix: Majority of compensation is variable and tied to EBITDA and multi‑year PSU goals; FY2025 added an employee experience metric (5%), but the pool paid 86% reflecting mixed performance vs broader internal metrics—supportive of pay-for-performance discipline .
- Retention risk mitigated via $3.0M one‑time retention equity grant (50% PSUs/50% RSUs), which increases long‑term lock‑in but introduces discrete vesting “supply” windows in FY2026–FY2027 .
- Selling pressure watchlist: Time‑based RSU vests (Mar 31, 2026/2027) and PSU settlements for cycles ending on those dates could create Form 4 activity around vest dates; options at $83.38 are in‑the‑money, with final tranche vesting Mar 31, 2027 .
- Governance quality: Double‑trigger CIC on recent grants, strict anti‑hedging/pledging policy, clawbacks, and no CIC tax gross‑ups reduce agency risk and payout windfalls; severance multiples are modest by large‑cap standards (months‑based formula) .
- Track record and execution: Calderone’s background (strategy/M&A/FP&A) aligns with VoLT execution; company delivered EBITDA outperformance in FY2024 and on a payout‑adjusted basis in FY2025, though overall FY2025 pool paid below target—suggesting prudent Committee discretion amidst mixed internal metrics .