William Thornberry
Booz Allen Hamilton HoldingAbout William M. Thornberry
William M. “Mac” Thornberry, age 66, has served as an independent director of Booz Allen Hamilton (BAH) since 2024. He brings deep national security and defense policy expertise from his tenure in the U.S. House of Representatives, including leadership of the Armed Services Committee. He currently serves on the Compensation, Culture and People Committee and the Nominating and Corporate Governance Committee. Thornberry is classified as an independent director under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. House of Representatives (TX-13) | Representative | Jan 1995 – Jan 2021 | Armed Services Committee Chair (Jan 2015 – Jan 2019); Ranking Member (Jan 2019). 14 years on House Intelligence Committee; chaired Cyber Task Force (2011). |
| U.S. Department of State (Reagan Administration) | Official | Not disclosed | Policy and national security experience. |
| Legal Practice (Amarillo, TX) | Attorney | Not disclosed | Private practice background. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortinet Federal, Inc. | Board Member | Not disclosed | Board service in federal cybersecurity segment. |
| CAE USA | Board Member; Chair of the Board | Not disclosed | Board Chair leadership at defense training/solutions subsidiary. |
Board Governance
- Committee assignments: Compensation, Culture and People Committee; Nominating and Corporate Governance Committee; both fully independent.
- Independence: Twelve of thirteen directors are independent; all key committees (Audit, Compensation, Nominating) are 100% independent.
- Attendance: In FY2025, the Board held 7 meetings; each incumbent director attended at least 75% of assigned Board and committee meetings; overall attendance 95%. All directors serving at the time attended the 2024 annual meeting.
- Committee engagement: Compensation, Culture and People met 5 times; Nominating and Corporate Governance met 4 times; Audit met 4 times.
- Lead Independent Director: Mark E. Gaumond; responsibilities include executive session presiding, agenda collaboration, information flow oversight, and liaison functions.
- Director election results (2025 Annual Meeting) — Thornberry: For 99,444,569; Against 4,011,259; Abstain 50,334; Broker non-votes 8,488,444.
- Policies: Prohibit hedging, pledging, short sales, and derivative transactions; robust recoupment (clawback) provisions in equity awards in event of misconduct leading to restatement; no poison pill; majority voting with resignation policy in uncontested elections.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $120,000 | Directors may elect stock in lieu of cash; Thornberry elected cash. |
| Annual Equity Award (restricted stock) | $225,000 | Granted in restricted stock under 2023 Equity Incentive Plan; generally granted in August. |
| Committee Chair Additional Retainers | $25,000 (Compensation); $20,000 (Nominating) | Thornberry is not a chair; amounts shown for chairs only. |
| Audit Committee Chair Additional Retainer | $30,000 | For chair only. |
| Lead Independent Director Additional Retainer | $50,000 | For LID only. |
| Meeting Fees | $0 | No fees for attending Board or committee meetings. |
Vesting cadence for annual director equity grants: half vests January 31 following grant; remaining half vests July 31 following the first vesting date.
Performance Compensation
- Directors receive time-based restricted stock; no performance-conditioned RSUs/PSUs, options, or annual bonus for directors are disclosed.
- Clawback and recoupment: Company maintains a mandatory clawback policy (Rule 10D-1) and additional forfeiture/disgorgement provisions for misconduct, reputational harm, or erroneous data; awards subject to recovery consistent with policy and NYSE rules.
| Equity Grant Detail | Grant Date | Shares | Fair Value | Grant Price Basis | Vesting |
|---|---|---|---|---|---|
| Annual director restricted stock (FY2025 cycle) | Aug 1, 2024 | 1,574 | $225,003 | $142.95 closing price | 50% on Jan 31, 2025; 50% on Jul 31, 2025. |
| Annual director restricted stock (FY2026 cycle) | Aug 4, 2025 (Form 4 filed) | 2,020 | Not disclosed | Stock award grant priced at $0.00 per share (reporting convention) | Standard director vesting cadence implied by policy. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | Not specifically listed for Thornberry in proxy; “public company directorship experience” noted. |
| Private/other boards | Fortinet Federal, Inc (director); CAE USA (director and Chair). |
| Interlocks/conflicts | No related person transactions involving Thornberry disclosed. Company maintains a formal related person transaction policy requiring Audit Committee approval for transactions >$120,000 with related persons. |
| Compensation Committee interlocks | None disclosed; no reciprocal interlocks during FY2025. |
Expertise & Qualifications
- Significant government experience in national security and defense policy; long-tenured Armed Services Committee leadership; intelligence oversight; cyber policy leadership.
- Understanding of government contracting and core business skills (financial/strategic planning).
- Public company directorship experience (unspecified in proxy).
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 2,025 | As of May 16, 2025; less than 1% of Class A common stock. |
| Shares outstanding (context) | 124,187,634 | As of May 16, 2025. |
| Unvested restricted stock (as of FY2025 year-end) | 787 | Vesting on July 31, 2025. |
| Ownership guidelines | 5x annual retainer (value) within 5 years of Board start; counts common, vested ITM options, vested/unvested restricted stock. | |
| Hedging/pledging | Prohibited for directors; short sales and derivatives also prohibited. |
Insider trading and recent grants:
- Form 4 filed Aug 5, 2024 for director stock grant (corresponds to Aug 1, 2024 annual grant).
- Form 4 filed Aug 4–6, 2025 reflecting director stock award grant of 2,020 shares.
Governance Assessment
- Board effectiveness: Thornberry strengthens oversight on human capital and governance through service on Compensation, Culture and People and Nominating and Corporate Governance Committees; both committees met frequently (5x and 4x, respectively) in FY2025, indicating active engagement.
- Independence and alignment: Independent status, director equity grants with multi-date vesting, and stringent ownership guidelines (5x retainer over five years) support alignment; prohibition of hedging/pledging strengthens investor confidence.
- Shareholder support: Strong votes for director election at 2025 annual meeting (For 99.4M vs. Against 4.0M) suggest broad shareholder acceptance.
- Compensation governance: Compensation Committee is fully independent; no interlocks; briefed by management and independent consultants (Pay Governance replaced Korn Ferry in Nov 2024). Independence assessments concluded no conflicts; committee met five times in FY2025.
- Risk controls: Robust clawback and recoupment authorities; no option repricing; no tax gross-ups; no single-trigger CIC vesting; hedging/pledging bans—collectively reduce governance risk.
- Related-party exposure: No related person transactions disclosed for Thornberry; company policy requires Audit Committee oversight and approval for such transactions >$120,000.
RED FLAGS
- None identified in filings specific to Thornberry (no attendance issues, no related party transactions, no hedging/pledging, no tax gross-ups, no option repricing). Continue monitoring potential perceived conflicts from external roles in defense/cyber sectors; company policy framework and committee independence mitigate risk.