Nancy Laben
Booz Allen Hamilton HoldingAbout Nancy Laben
Nancy J. Laben is Executive Vice President and Chief Legal Officer at Booz Allen Hamilton, currently on a personal leave of absence; she joined the firm in September 2013 after senior legal roles at AECOM, Accenture, and IBM, and is age 63 with 11 years in the CLO role as of FY2025 . Company performance under the executive team during FY2024–FY2025 included strong top-line and earnings growth: FY2025 revenue rose 12.4% to $12.0B, Adjusted EBITDA rose 11.9% to $1,315M, and net income rose 54.3% to $935M; FY2024 delivered 63% total shareholder return with revenue up 15.2% to $10,661.9M and Adjusted EBITDA up 15.9% to $1,175.1M, informing compensation alignment to multi‑year Adjusted EBITDA and revenue goals with a TSR modifier .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Booz Allen Hamilton | Executive Vice President, Chief Legal Officer (Secretary until Aug 2019) | 2013–present | Oversees Legal, Ethics & Compliance, and Reputation/Corporate Affairs; CLO chairs enterprise responsibility & sustainability governance structures . |
| AECOM Technology Corporation | General Counsel | 2010–2013 | Led all legal support globally, shaping risk management and compliance frameworks . |
| Accenture plc | Deputy General Counsel | 1989–2010 | Senior legal leadership across complex commercial and regulatory environments . |
| IBM Corporation | Law Department | Prior to 1989 | Corporate legal experience in technology sector . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in SEC biographies | — | — | No public company board or external governance roles disclosed in Company 10‑K biographies . |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $650,000 | $650,000 | $650,000 |
| All Other Compensation ($) | $215,221 | $157,762 | $251,879 (includes $84,469 security services) |
| Pension – Present Value ($) | $210,000 | $210,000 | $230,000 |
Performance Compensation
Annual Cash Incentive – Structure and Outcomes
| Item | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Target Bonus ($) | Not disclosed; plan pays vs company metrics | $550,000 | $650,000 |
| Payout Factor | Not disclosed at aggregate level | 160% | ~86% |
| Paid ($) | $640,830 | $880,000 | $559,000 |
FY2025 Annual Cash Incentive – Metrics Detail
| Metric | Weight | Target | Actual | Payout Factor |
|---|---|---|---|---|
| Adjusted EBITDA | 95% | $1,246M–$1,281M | $1,315M; adjusted to $1,285M for payout | Committee discretion reflected in pool; overall executive payout ≈86% |
| Employee Experience Survey (Favorability) | 5% | Target 84.5%–85.5%; Threshold 80.0%; Max 88.0%+ | 85.7% | 104.0% |
Long-Term Equity Incentives – Design
| Component | Metric(s) | Weighting | TSR Modifier | Vesting |
|---|---|---|---|---|
| FY2025 Performance‑Based RSUs | Cumulative Adjusted EBITDA; Cumulative Revenue | 75%; 25% | 20% multiplier vs S&P Software & Services Select Industry Index (120% ≥75th pct; 80% ≤25th pct) | Cliff at end of 3‑year period; 0–240% payout incl. TSR modifier |
| FY2025 Time‑Based RSUs | Service only | — | — | 3 equal annual installments over 3 years |
FY2023–FY2025 PSU Cycle Outcome (granted May 2022)
| Performance Measure | Weight | Target/Payout Grid | Actual | % of Target Achieved | Payout Factor |
|---|---|---|---|---|---|
| Cumulative 3‑yr Adjusted EBITDA | 70% | Target $3,324–$3,535B; 0–200% grid | $3,505B | 100% | 70% |
| Cumulative 3‑yr Revenue | 20% | Target $28,200–$28,746B; 0–200% grid | $31,669B | 200% | 40% |
| Platform Revenue Growth | 5% | Target 15.0%–24.9% | 15.6% | 100% | 5% |
| Total | 95% | — | — | — | 115% |
Equity Grants – Nancy Laben
| Grant Type | FY2024 Target Grant Value ($) | FY2025 Target Grant Value ($) | Grant Date |
|---|---|---|---|
| Annual Performance‑Based RSUs | $1,023,837 | $1,043,320 | May 25, 2023; May 23, 2024 |
| Annual Time‑Based RSUs | $640,002 | $640,064 | May 25, 2023; May 23, 2024 |
| One‑Time Retention RSUs (time‑based 100%) | $1,000,091 | $1,000,091 | Approved May 21, 2024; granted May 23, 2024 |
Upcoming Vesting Schedule (Time‑Based RSUs)
| Vest Date | Shares |
|---|---|
| March 31, 2026 | 5,963 |
| March 31, 2027 | 3,589 |
| Total | 9,552 |
Outstanding PSUs at Target (as of March 31, 2025)
| Vest Date | Target Units Outstanding |
|---|---|
| March 31, 2026 | 10,685 |
| March 31, 2027 | 6,301 |
| Total | 16,986 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of May 16, 2025) | 45,325 shares; includes 23,193 options exercisable within 60 days; <1% of outstanding . |
| Options – Exercisable vs Unexercisable | 23,193 exercisable; strike $51.22; expiry 11/14/2028; no unexercisable options listed . |
| In‑the‑money status | FMV $104.58 on 3/31/2025 vs $51.22 strike indicates in‑the‑money options . |
| Unvested Time‑Based RSUs | 9,552 shares scheduled through March 31, 2027 . |
| PSUs Outstanding at Target | 16,986 units scheduled FY2026–FY2027 . |
| Hedging/Pledging | Company policy prohibits hedging and pledging; no margin accounts . |
| Ownership Guidelines | NEOs required 4x base salary; all NEOs have met requirements; NEO average ≈14x . |
Employment Terms
- Transition/Severance: Under the Transition Policy, NEOs receive three months base pay plus one month per completed executive year up to nine months, and up to three months COBRA premiums, contingent on a general release; no change‑in‑control employment agreements are provided to NEOs .
- Change‑of‑Control (Equity): Double‑trigger protection—awards continue/assume; if not assumed, time‑based awards fully vest and a portion of performance‑based awards vest based on performance through the transaction; if assumed and involuntarily terminated without cause/for good reason within two years post‑CIC, unvested time‑based awards and PSUs vest (PSUs at target or per plan terms) .
- Retiree Medical (CIC protection): If retiree medical is terminated or materially adverse within 5 years post‑CIC, executives receive benefit guarantees and a cash make‑whole per actuarial accruals .
- Clawbacks: Mandatory Rule 10D‑1 clawback covering incentive compensation for three fiscal years preceding any required restatement; additional forfeiture/disgorgement provisions for specified misconduct .
- Deferred Compensation: No FY2025 deferral contributions shown for Nancy; only Crowe had plan activity .
- Government Cost Caps: OMB FAR cap limits reimbursement of certain compensation on covered contracts (e.g., $671,000 in calendar 2025), relevant to recoverability, not to pay design .
Multi‑Year Compensation Summary (SEC‑reported)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary ($) | $650,000 | $650,000 | $650,000 |
| Stock Awards ($) | $1,362,680 | $1,663,839 | $2,683,475 |
| Option Awards ($) | — | — | — |
| Non‑Equity Incentive Plan Compensation ($) | $640,830 | $880,000 | $559,000 |
| Change in Pension Value & NQDC Earnings ($) | $10,000 | $115,000 | $20,000 |
| All Other Compensation ($) | $215,221 | $157,762 | $251,879 |
| Total ($) | $2,878,731 | $3,466,601 | $4,164,354 |
Compensation Structure Analysis
- Pay mix increasingly equity‑heavy with FY2025 stock awards up year‑over‑year, including a $1.0M one‑time time‑based RSU retention grant specific to Nancy, signaling retention emphasis amid her personal leave .
- Shift from options to RSUs continues; no FY2023–FY2025 option grants reported for Nancy, favoring RSUs with multi‑year performance ties and service‑based retention .
- FY2025 annual bonus introduced an operational Employee Experience metric (5% weight) alongside Adjusted EBITDA (95%), adding human capital alignment while maintaining strong financial focus; overall payout reduced to ~86% reflecting Committee discretion despite EBITDA above target .
- Long‑term PSUs retain dual financial metrics (EBITDA/Revenue) and TSR multiplier; FY2023–FY2025 PSU cycle paid 115% of target, reflecting revenue outperformance and balanced EBITDA delivery .
Say‑on‑Pay & Peer Group
- Say‑on‑pay approval: Approximately 97% support at the 2024 Annual Meeting, indicating strong investor endorsement of program design .
- Compensation peer group (FY2025): AKAM, CACI, GIB, CTSH, CNDT, DXC, EPAM, FI, FCN, J, KBR, LHX, LDOS, MMS, PSN, SAIC; Korn Ferry reviewed FY2025, Pay Governance engaged late FY2025 for FY2026 design; Committee concluded no consultant conflicts .
Risk Indicators & Red Flags
- Hedging/pledging prohibited by policy; reduces misalignment risk .
- No tax gross‑ups on golden parachutes; shareholder‑friendly .
- Clawback framework strengthened per NYSE/SEC; mitigates restatement risk .
- Personal leave of absence status introduces potential continuity/retention risk in legal leadership, partially offset by prior RSU retention grant .
Investment Implications
- Alignment: Nancy’s compensation emphasizes multi‑year Adjusted EBITDA and revenue with TSR modifier, aligning pay to value creation; FY2023–FY2025 PSU payout at 115% supports linkage to achieved results .
- Retention and Supply Overhang: Time‑based RSUs scheduled through March 2027 (9,552 shares) and PSUs at target (16,986) imply potential periodic insider selling pressure upon vesting; options are in‑the‑money, but expirations in 2028 reduce near‑term exercise pressure .
- Governance Quality: Prohibitions on hedging/pledging, robust clawbacks, double‑trigger CIC equity treatment, and high say‑on‑pay support reduce governance risk and compensation inflation concerns .
- Leadership Continuity: Current leave status is a watch item; however, the retention grant and established ERS governance chaired by the CLO indicate ongoing strategic emphasis on sustainability and risk oversight .