Robert O'Brien
Booz Allen Hamilton HoldingAbout Robert C. O’Brien
Robert C. O’Brien, age 58, was elected as an independent director of Booz Allen Hamilton on June 9, 2025. He is co‑founder and chairman of American Global Strategies LLC and previously served as U.S. National Security Advisor (2019–2021) and Special Presidential Envoy for Hostage Affairs (May 2018–Oct 2019). He holds a J.D. from UC Berkeley School of Law and a B.A. in political science, cum laude, from UCLA, and brings significant government experience and public policy expertise to Booz Allen’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The White House | U.S. National Security Advisor | 2019–2021 | Senior national security leadership; policy oversight |
| U.S. Department of State | Special Presidential Envoy for Hostage Affairs | May 2018–Oct 2019 | Led hostage affairs; interagency and international coordination |
| U.S. Cultural Property Advisory Committee | Presidential Appointee | 2008–2011 | Advisory role on cultural property |
| U.S. Dept. of State PPP for Justice Reform in Afghanistan | Co‑Chairman | 2005–2009 | Justice reform partnership oversight |
| United Nations | U.S. Representative to 60th UN General Assembly | 2005–2006 | U.S. delegation service |
| UN Security Council | Senior Legal Officer | 1996–1998 | Legal counsel at UN Security Council |
External Roles
| Organization | Type | Role | Ongoing |
|---|---|---|---|
| President’s Intelligence Advisory Board (PIAB) | U.S. Government | Member (Presidential appointment) | Current |
| The Richard Nixon Foundation | Nonprofit | Chair of the Board | Current |
| Global Taiwan Institute (GTI) Task Force | Policy Institute | Chairman | Current |
| CSIS Commission on Hostage Taking & Wrongful Detention | Think Tank | Chairman | Current |
| Exthera Medical Corporation | Private Company | Advisory Board Member | Current |
| Citizens Bank | Financial Institution | Advisory Board Member | Current |
| Paradigm Operations LP | Investment Firm | Advisory Board Member | Current |
Board Governance
- Independence: The Board determined O’Brien is independent under NYSE and Booz Allen guidelines; 12 of 13 directors are independent .
- Committee assignments: O’Brien serves on the Compensation, Culture & People Committee (CCP) and the Nominating & Corporate Governance (NCG) Committee; both committees are 100% independent .
- Committee cadence (FY2025): CCP met 5 times; NCG met 4 times (O’Brien joined after FY2025 year‑end) .
- Board attendance: Directors are expected to attend Board, committee, and annual meetings; FY2025 Board held 7 meetings with 95% overall attendance (individual attendance for O’Brien not applicable due to June 2025 election) .
- Governance practices: Regular executive sessions; lead independent director with defined authorities; prohibition on short sales, derivative transactions, hedging and pledging company stock; robust stock ownership guidelines .
Fixed Compensation
Non‑employee director compensation program (service Aug 2024–Jul 2025; O’Brien elected June 2025 and not included in FY2025 director comp table):
| Component | Annual Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash unless elected as stock) | $120,000 | Directors may elect to receive in restricted stock |
| Annual Equity Award (restricted stock) | $225,000 | Granted in August; 50% vests Jan 31 following grant, 50% vests Jul 31 |
| Lead Independent Director additional retainer | $50,000 | May elect stock in lieu of cash |
| Audit Committee Chair additional retainer | $30,000 | |
| CCP Committee Chair additional retainer | $25,000 | |
| NCG Committee Chair additional retainer | $20,000 |
- Meeting fees: None; no additional fees for attending Board or committee meetings .
- Grant mechanics: FY2025 grants occurred Aug 1, 2024; example grant price $142.95 used to determine shares for non‑employee directors .
Performance Compensation
Directors do not receive performance‑based equity (e.g., PSUs) or options; annual equity is time‑based restricted stock under the 2023 Equity Incentive Plan.
| Performance Metric | Director Plan Use | Detail |
|---|---|---|
| Financial metrics (Revenue/EBITDA/TSR) | Not used for directors | Director equity awards are time‑based RS; no PSUs/options disclosed |
| Hedging/pledging restrictions | Prohibited | Short sales, derivatives, hedging, margin accounts, pledging are banned |
| Clawback (equity) | Enabled | Equity‑based compensation subject to recoupment upon misconduct leading to restatement |
Other Directorships & Interlocks
| Entity | Relationship to BAH | Potential Interlock/Conflict Consideration |
|---|---|---|
| U.S. Government advisory roles (PIAB) | Government stakeholder | Government oversight roles can require recusal protocols; independence affirmed by Board |
| Nonprofits/Think Tanks (Nixon Foundation, GTI, CSIS) | Policy/advocacy | Thought leadership; monitor for issue advocacy overlap with client work |
| Private/Financial advisory boards (Exthera, Citizens Bank, Paradigm Ops LP) | Commercial | Advisory nature; no related‑party transactions disclosed with BAH |
No other public company directorships for O’Brien are disclosed; his listed external roles are private or nonprofit/advisory .
Expertise & Qualifications
- Significant government experience and strong skills in public policy; financial and strategic planning; leadership in not‑for‑profits .
- Legal and international experience from UN roles and senior U.S. government service .
- Education: J.D. (UC Berkeley), B.A. political science cum laude (UCLA) .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned (as of May 16, 2025) | 0 |
| Shares outstanding (Class A, May 16, 2025) | 124,187,634 |
| Ownership % | <1% (denoted “*” in proxy) |
| Unvested restricted stock (FY2025 table) | Not applicable; O’Brien elected post‑FY2025 and is not featured |
| Ownership guidelines | 5x annual retainer within 5 years from Board service commencement |
| Hedging/pledging | Prohibited for directors |
Based on his June 2025 start, the five‑year ownership guideline implies compliance by approximately June 2030, subject to grant elections and accumulation .
Governance Assessment
-
Positives
- Independence affirmed; committees on which O’Brien serves are fully independent .
- Strong governance architecture: executive sessions, empowered lead independent director, majority independent board, director stock ownership guidelines .
- Risk‑mitigating policies: strict prohibition on hedging/pledging; equity clawback for misconduct; related‑party transaction approval by Audit Committee .
- Compensation advisor independence assessed; Pay Governance ($56,445 FY2025) replaced Korn Ferry (total $667,452; $167,452 executive comp services), with no conflicts found .
-
Watch items / RED FLAGS
- New director with zero disclosed share ownership at FY2025 cutoff—alignment will depend on equity grants/elections over first 1–2 years .
- Extensive external commitments (government advisory and nonprofit leadership) require time management; BAH has a policy on public company board service to ensure capacity, but individual attendance data for O’Brien will only be available in future proxies .
- Government advisory roles can create situational conflicts in federal contracting contexts; BAH’s related‑party transaction policy and independence screens provide safeguards; no O’Brien‑related transactions disclosed .
-
Overall: Early signals point to strong governance fit (public policy expertise aligned to national security market). Monitoring points include equity ownership build, attendance/engagement in FY2026, and any recusals related to government advisory roles .