Michèle Flournoy
Booz Allen Hamilton HoldingAbout Michèle A. Flournoy
Independent director since 2018 (age 64). Flournoy is co-founder and managing partner of WestExec Advisors (founded 2017), former U.S. Under Secretary of Defense for Policy (2009–2012), former senior advisor at Boston Consulting Group (2012–2017), and co-founder of the Center for a New American Security (CNAS), where she served as CEO (2014–2016). She chairs Booz Allen’s Nominating & Corporate Governance Committee and serves on the Compensation, Culture & People Committee; the Board deems her independent under NYSE standards, citing extensive national security and defense policy expertise, public company board experience, and core business skills in financial/strategic planning and nonprofit leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WestExec Advisors | Co-founder and Managing Partner | 2017–present | Strategic advisory leadership |
| U.S. Department of Defense | Under Secretary of Defense for Policy | 2009–2012 | Senior national security policymaking |
| Boston Consulting Group | Senior Advisor | 2012–2017 | Strategy advisory experience |
| Center for a New American Security (CNAS) | Co-founder; Chief Executive Officer | Co-founded 2007; CEO 2014–2016 | Think tank leadership/governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Astra Space, Inc. (NASDAQ: ASTR) | Director (public) | Since Aug 2021 | Other current public company directorship |
| Amida Technology Solutions | Chair of the Board (private) | Not disclosed | Private board leadership |
| Microsoft Policy Advisory Board | Member | Not disclosed | Advisory role |
| Harvard Belfer Center | Senior Fellow | Not disclosed | Academic policy fellowship |
| Georgia Tech Sam Nunn School | Non-resident faculty member | Not disclosed | Academic engagement |
| CARE USA | Board member (nonprofit) | Not disclosed | Nonprofit governance |
| The War Horse | Board member (nonprofit) | Not disclosed | Nonprofit governance |
Board Governance
- Independence and roles: Flournoy is an independent director and currently serves as Chair, Nominating & Corporate Governance (NCG) Committee, and member, Compensation, Culture & People (CCP) Committee; all standing committees are 100% independent under NYSE rules .
- Committee activity and attendance: In FY2025, the NCG Committee met 4 times and the CCP Committee met 5 times; the Board held 7 meetings, with each incumbent director attending ≥75% of assigned meetings and overall attendance of 95%; all directors attended the 2024 Annual Meeting .
- Executive sessions and leadership: The Board and non-management directors meet in executive session during each regular meeting; the Lead Independent Director’s responsibilities include agenda-setting input, executive session presiding, and independent-director coordination .
- ERS oversight: ERS governance is overseen at the Board level through the NCG Committee (which Flournoy chairs) and the CCP Committee, with management execution by an executive-led ERS committee .
- Stock ownership guidelines (directors): 5x annual retainer within 5 years; directors with ≥5 years of service currently exceed the guideline .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual Board Retainer | $120,000 | Standard for non-employee directors |
| NCG Committee Chair Retainer | $20,000 | Chair premium; increased by $5,000 effective Aug 2024–Jul 2025 |
| Meeting Fees | $0 | No additional meeting fees |
| Director | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michèle A. Flournoy | 140,000 | 225,094 | 365,094 |
- Method and 2024 changes: Effective for service Aug 2024–Jul 2025, the CCP Committee approved (i) +$25,000 increase in annual equity award to $225,000, (ii) a $50,000 Lead Independent Director retainer, and (iii) +$5,000 increases for CCP and NCG chair retainers; directors may elect cash retainers in stock .
Performance Compensation
- Structure: Non-employee directors receive annual equity in time-based restricted stock (no performance metrics); generally half vests Jan 31 following grant and half vests Jul 31 thereafter .
- Flournoy’s FY2025 equity elections and grant details:
| Grant Date | Shares Granted | Basis/Price | Accounting/Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Aug 1, 2024 | 2,554 | $142.95 close | $365,094 | 50% on Jan 31, 2025; 50% on Jul 31, 2025 (general policy) | Flournoy elected to receive her annual retainer and $20,000 chair retainer in stock; stock awards column reflects only the excess over the cash retainer amount when paid in stock per ASC 718 . |
| Unvested Restricted Stock (as of FY2025 year-end) | Shares | Vesting Date |
|---|---|---|
| Michèle A. Flournoy | 1,277 | Jul 31, 2025 |
No director performance metrics (revenue, EBITDA, TSR, ESG) are tied to these director awards; equity is time-based .
Other Directorships & Interlocks
- Current public board: Astra Space, Inc. (NASDAQ: ASTR) since Aug 2021 .
- Compensation Committee interlocks: None; no CCP Committee member (including Flournoy) is or has been a Company officer, and no executive officer served on another entity’s board/compensation committee with any BAH CCP member in FY2025 .
Expertise & Qualifications
- Significant government experience in national security and defense policy; public company board and committee experience; core business skills including financial and strategic planning and nonprofit leadership .
- As NCG Chair, governance oversight includes ERS-related risks and practices, coordinated with CCP; Board committees are fully independent .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Shares Outstanding Reference |
|---|---|---|---|
| Michèle A. Flournoy | 17,559 | <1% | 124,187,634 shares outstanding as of May 16, 2025 |
| Ownership Guidelines | Requirement | Status |
|---|---|---|
| Non-employee director ownership guideline | 5x annual retainer within 5 years | Directors with ≥5 years of service (includes Flournoy, director since 2018) exceed the guideline |
- Hedging/pledging prohibited; short sales and derivative transactions in Company equity are prohibited under the Insider Trading Policy .
Governance Assessment
-
Strengths
- Independent director with deep defense/national security credentials; chairs NCG and sits on CCP—both critical for governance, ERS oversight, and executive pay oversight .
- Strong engagement indicators: NCG met 4x; CCP met 5x; Board attendance robust (95% overall; all directors at 2024 AGM) .
- Alignment: Elected to take retainers in stock; holds 17,559 shares; director guideline is 5x retainer and directors with ≥5 years exceed guideline .
- Pay governance: CCP uses external consultants; shifted to Pay Governance in Nov 2024; independence assessed—no conflicts found .
- Shareholder sentiment: Say-on-pay support ~97% in 2024, indicating broad support for compensation approach (context for CCP oversight) .
- Controls: Full hedging/pledging bans; equity clawback in case of misconduct leading to restatement; majority voting with resignation policy; regular executive sessions .
-
Watch items
- Director fee levels rose (equity award +$25k; chair retainers +$5k; new $50k LID retainer) for service Aug 2024–Jul 2025; while peer-informed, investors often scrutinize board pay inflation versus workload and performance .
- Multiple external affiliations (public, private, academic, nonprofit) require continued monitoring of time commitments; the company states it adheres to a policy on public company board service to ensure adequate director capacity .
- No related-party transactions disclosed involving Flournoy; company’s related-person policy requires Audit Committee review/approval for transactions >$120,000; disclosed relationships for other individuals highlight the policy’s application .
No red flags identified for Flournoy regarding related-party transactions, committee interlocks, hedging/pledging, or attendance in FY2025 based on proxy disclosures .