BAH DEF 14A Report ended July 29, 2020

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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1.	Election of three directors;

2.	Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2021;

3.	A non-binding advisory vote on the compensation program for the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis section of the proxy statement;

4.	Approval of the adoption of the Fifth Amended and Restated Certificate of Incorporation to, among other things, eliminate the classification of the Board of Directors; and

5.	Consideration of any other business that may properly be brought before the Annual Meeting.

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Date and Time:	July 29, 2020 at 8:00 a.m. (EDT)

Place:	Virtual meeting at www.virtualshareholdermeeting.com/BAH2020

Record date:	June 8, 2020

Admission:

Due to concerns regarding the COVID-19 pandemic and to protect the safety and well-being of our stockholders, Board of Directors and employees, our 2020 Annual Meeting of Stockholders will be a virtual meeting conducted solely online and can be attended by visiting www.virtualshareholdermeeting.com/BAH2020. To participate in the Annual Meeting, you will need the control number located on your proxy card or the instructions that accompanied your proxy materials. If you plan to participate in the virtual meeting, please see "Important Information about Annual Meeting and Proxy Procedures."

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◦	$146.6 million in quarterly dividends — two regular dividends of $0.23 per share, one regular dividend of $0.27 per share, and one regular dividend of $0.31 per share

◦	$186.6 million through the repurchase of 2.7 million shares of Class A common stock (which includes shares the Company repurchased to cover the minimum statutory withholding taxes on restricted stock units that vested on various dates during the period)

•	For the third and fourth quarter of fiscal 2020, the Board increased the quarterly dividend by 17% and 15%, respectively.

•	During fiscal year 2020, our stock price increased by approximately 19% with a total stockholder return of approximately 20%.

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•	Eleven of our 12 directors are independent and the Audit, Compensation, and Nominating and Corporate Governance Committees are 100% independent.

•	We provide for a majority voting standard in our bylaws for the election of directors in uncontested elections, with the requirement that any incumbent director nominee who does not receive a majority of the votes validly cast in an uncontested election tender his or her resignation, subject to acceptance by the Board of Directors.

•	Diverse Board of Directors in terms of gender, ethnicity, experience, tenure, and skills.

•	On average, our directors attended approximately 90% of the Board of Directors meetings and 91% of committee meetings.

•	The Board of Directors holds regular executive sessions of non-management directors.

•	The Board of Directors conducts an annual discussion on management succession planning.

•	We prohibit short sales and derivative transactions in our equity, and hedging and pledging of our stock.

•	Equity awards include a provision for the recoupment of equity-based compensation in the event of misconduct leading to a financial restatement.

•	Our investor relations team and management regularly engage with current and potential stockholders.

•	No poison pill in place.

•	Robust executive officer and director stock ownership guidelines.

•	Annual Board and committee evaluations and self-assessments.

•	We place restrictions on the number of other public company boards on which our directors may serve in order to prevent overboarding.

•	We continue to utilize a partnership-style compensation model that fosters a culture of collaboration and long-term ownership mindset that encourages our executives to think and act in the best interests of the Company. The spirit of collective ingenuity is paramount to our success and underscores our commitment to inclusion, collaboration, and service.

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We are a values-driven organization with a guiding purpose to empower people to change the world. Our executives are committed to bold thinking, holding themselves and those around them accountable to act with integrity, and realizing positive change in all the work we do. Our executive compensation program is intrinsically tied to our purpose and values. We believe our executives are motivated to act in the best interests of the Company with an emphasis on problem solving, passionate service, and collective ingenuity across markets, clients, and opportunities.

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Together with our Compensation Committee, we are committed to designing a compensation program that aligns the interests of our executives with the long-term interests of our stockholders. We continuously seek to evolve our approach and stay connected with the views of our stockholders. Our compensation program links our executive rewards packages with the long-term interests of our stockholders and includes a long-term performance-based component to our program, where a portion of our executives’ compensation is tied to the achievement of multi-year performance goals. For more details on our compensation program, please see our discussion in the CD&A beginning with the Executive Summary on page 27.

•	Recognized by Ethisphere, a global leader in defining and advancing ethical business practices, as a 2020 World’s Most Ethical Company.

•	We showed our support for the military community, front-line workers, and vulnerable populations through philanthropic donations to the COVID-19 Military Support Initiative, the CDC Foundation, and Feeding America, as part of an ongoing pandemic resilience program.

•	During governmental fiscal year 2019, approximately $1.085 billion was subcontracted to various small and small-disadvantaged businesses, representing approximately 66.1% of the total amount subcontracted.

•	Maintained five active mentor-protégé agreements with small businesses through various federal Mentor-Protégé programs.

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Continued as a national and regional partner of FIRST® (For Inspiration and Recognition of Science and Technology) with multifaceted support spanning all FIRST programs to include their newly launched Equity Diversity and Inclusion initiatives. In addition to financial support, the integrated partnership includes employees serving as team mentors, event volunteers, and regional/affiliate advisors. FIRST is inspiring and developing future innovators, engineers, scientists, and technologists in grades K-12 in more than 85 countries.

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Co-sponsored, with Kaggle and in partnership with the PBS KIDS, the National Data Science Bowl, which challenged participants to use artificial intelligence (AI) to advance innovation in educational media for young children, helping to improve the technology behind educational games and charting a path for greater application of AI to digital education tools. The 2019 competition brought together over 4,400 participants who submitted more than 75,000 entries, the highest number of submissions since the inaugural Data Science Bowl launched in 2014.

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Our largest corporate financial contributions and pro bono consulting projects supported programs related to military families and veterans, STEM initiatives, and health causes. Employees logged more than 83,000 hours of volunteerism for community organizations and we deployed employees to use their technical and consulting skills to help nonprofits solve their biggest problems through pro bono initiatives for organizations such as the Thurgood Marshall College Fund, American Society of Civil Engineers, and Support the Enlisted Project.

•	Matched donations to eligible organizations of our employees’ choice through the inaugural Booz Allen Cares Employee Giving Campaign, which generated over $750,000 in contributions by employees hailing from 94 offices and giving to more than 1,300 different nonprofits.

•	Launched Booz Allen Employee Resilience Fund, a charitable grant program designed to aid employees during qualified catastrophic disaster or personal hardship, and empower our employees to support their colleagues in need.

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Strategic partner to the U.S. Chamber of Commerce’s Hiring Our Heroes program, with primary focus areas in helping veterans explore careers in technical and defense fields and helping military spouses find meaningful employment. Sponsored and helped launch the Military Caregiver Fellowship Program, funding its first 100 fellowships to match military spouses with on-the-job training, professional development, and networking opportunities.

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Combined analytics and AI to improve population health, building on our partnership with the Elizabeth Dole Foundation. The Community Caregiver Map - built on our EpiMaps platform - uses advanced data science to identify localized needs by showing where military caregivers are, pinpointing locations where they’re experiencing the highest rates of poor health and wellness outcomes, and shedding light on factors that may drive those outcomes.

•	Named in the top 10 Best for Vets by The Military Times 5 years running, and selected as a founding member of the VETS Index on the Nasdaq Composite, based on our military hiring awards and financial health indicators.

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Continued a partnership with SEED SPOT, a nonprofit dedicated to helping entrepreneurs develop solutions to problems through incubator programs. Through sponsorship and by providing employees to serve as mentors, the firm focuses on improving veteran healthcare, supporting military families, and promoting women in STEM (science, technology, engineering, and mathematics) through new social impact initiatives.

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Continued to disclose our greenhouse gas emissions on recognized international reporting platforms. Scored above both the sector average and the average for North America on carbon disclosure. Continued to disclose our approach to carbon management and supplier engagement, the latter measuring a critical element of environmental impact management -- looking beyond our own actions and supporting a responsible supply chain.

•	Recognized by the Human Rights Campaign as a “Best Place to Work” for LGBTQ equality, receiving a perfect score on the Corporate Equality Index for the tenth year in a row.

•	Recognized as a “Best Place to Work for Disability Inclusion,” receiving a perfect score on the Disability Equality Index for the fifth year in a row.

•	Received the Washington Business Journal’s Business of Pride award, Mental Health America’s Corporate Excellence Award, and the U.S. Small Business Association’s Dwight D. Eisenhower’s Award for Excellence.

•	Included in Fortune magazine’s “World’s Most Admired Companies” for the ninth consecutive year.

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•	Identifies and classifies into tiers the top risks facing the business;

•	Discusses and evaluates the Company’s risk appetite with respect to different types of operational risk; and

•	Develops action plans to mitigate and monitor risk.

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Audit Committee : The Audit Committee is regularly updated by the Chief Legal Officer, Chief Ethics and Compliance Officer, Director of Internal Audit, and Chief Information Officer and receives regular reports concerning the status of the Company's ethics and compliance program, internal controls over financial reporting and other operational compliance areas, and significant communications from the Company's regulators. The Audit Committee also leads the Board's efforts with respect to the oversight of cybersecurity risk.

•	Compensation Committee : The Compensation Committee is responsible for overseeing risks related to the Company's executive compensation policies and practices.

•	Nominating and Corporate Governance Committee : The Nominating and Corporate Governance Committee oversees risks arising from the Company's governance processes and practices related to corporate citizenship and environmental, social, and governance (ESG) matters.

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(1)

This column represents the grant date fair value of the stock awards granted to our directors in fiscal year 2020. Where the stock awards were the result of voluntary elections to receive cash retainers in stock, the value reflected in the Stock Awards column represents only the excess of the fair market value of the stock awards over the cash retainer amount paid if in the form of stock. The aggregate fair value of the awards was computed in accordance with FASB ASC Topic 718 using the valuation methodology and assumptions set forth in Note 19 to our financial statements for the fiscal year ended March 31, 2020, which are incorporated by reference herein, modified to exclude any forfeiture assumptions related to service-based vesting conditions. The amounts in this column do not reflect the value, if any, that ultimately may be realized by the director.

(2)	Ms. Amble elected to receive her annual retainer in the form of restricted stock, and was granted a total of 3,626 shares of restricted stock in lieu of the annual retainer and for her annual equity grant. The grant date fair market value of the shares was $250,013, based on the $68.95 closing price of our stock on the August 1, 2019 grant date.

(3)	Ms. Barnes elected to receive her annual retainer in the form of cash, and was granted a total of 2,176 shares of restricted stock for her annual equity grant. The grant date fair market value of the shares was $150,035, based on the $68.95 closing price of our stock on the August 1, 2019 grant date.

(4)	Mr. Clare elected to receive his annual retainer in the form of restricted stock, and was granted a total of 3,626 shares of restricted stock in lieu of his annual retainer and for his annual equity grant. The grant date fair market value of the shares was $250,013, based on the $68.95 closing price of our stock on the August 1, 2019 grant date.

(5)	Ms. Flournoy elected to receive her annual retainer in the form of cash, and was granted a total of 2,176 shares of restricted stock for her annual equity grant. The grant date fair market value of the shares was $150,035 based on the $68.95 closing price of our stock on the August 1, 2019 grant date.

(6)	Mr. Fujiyama elected to receive his annual retainer in the form of restricted stock, and was granted a total of 3,626 shares of restricted stock in lieu of his annual retainer and for his annual equity grant. The grant date fair market value of the shares was $250,013, based on the $68.95 closing price of our stock on the August 1, 2019 grant date.

(7)

Mr. Gaumond elected to receive his annual retainer in the form of cash and his additional payment for service as the chair of the Audit Committee in the form of restricted stock, and was awarded a total of 2,611 shares of restricted stock in lieu of $30,000 for the chair retainer and for his annual equity grant. The grant date fair market value of the shares was $180,028, based on the $68.95 closing price of our stock on the August 1, 2019 grant date.

(8)	Ms. Jewett elected to receive her pro-rated annual retainer in the form of cash, and was granted a total of 2,176 shares of restricted stock for her annual equity grant. The grant date fair market value of the shares was $150,035, based on the $68.95 closing price of our stock on the August 1, 2019 grant date.

(9)	Mr. Johnson elected to receive his annual retainer in the form of cash, and was awarded 2,176 shares of restricted stock for his annual equity grant. The grant date fair market value of the shares was $150,035, based on the $68.95 closing price of our stock on the August 1, 2019 grant date.

(10)

Ms. McClain elected to receive her annual retainer in the form of cash and her additional payment for service as the chair of the Compensation Committee in the form of restricted stock. She was awarded a total of 2,394 shares of restricted stock in lieu of $15,000 for the chair retainer and for her annual equity grant. The grant date fair market value of the shares was $165,066, based on the $68.95 closing price of our stock on the August 1, 2019 grant date.

(11)	Mr. Rossotti elected to receive his annual retainer in the form of restricted stock, and was granted a total of 3,626 shares of restricted stock in lieu of the annual retainer and for his annual equity grant. The grant date fair market value of the shares was $250,013, based on the $68.95 closing price of our stock on the August 1, 2019 grant date.

(12)	Dr. Shrader elected to receive his annual retainer as Chair in the form of cash, and was awarded 2,176 shares of restricted stock for his annual equity grant. The grant date fair market value of the shares was $150,035, based on the $68.95 closing price of our stock on the August 1, 2019 grant date.

(13)	The following table sets forth the aggregate number of equity awards outstanding at the end of fiscal year 2020.

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(a)	The shares of restricted stock in this column all vest on July 31, 2020.

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*	Represents beneficial ownership of less than 1%.

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(1)	Includes 89,380 shares that Mr. Rozanski has the right to acquire through the exercise of options.

(2)	Dr. Shrader shares investment power and voting power with his wife, Mrs. Janice W. Shrader, for 1,011,090 shares in the Ralph W. Shrader Revocable Trust.

(3)	Includes 121,656 shares that Ms. Dahut has the right to acquire through the exercise of options.

(4)	Includes 31,656 shares that Mr. Howell has the right to acquire through the exercise of options.

(5)	Includes 22,740 shares that Ms. Laben has the right to acquire through the exercise of options.

(6)	Includes 51,021 shares that Ms. Penfield has the right to acquire through the exercise of options.

(7)	Includes 432,255 shares that the directors and executive officers, in aggregate, have the right to acquire through the exercise of options.

(1)

Blackrock, Inc. has filed with the Securities and Exchange Commission a Schedule 13G/A dated February 4, 2020, which reports the beneficial ownership of 10,354,677 shares of Class A common stock by it as of December 31, 2019. As reported in the Schedule 13G/A, Blackrock, Inc. had sole voting power with respect to 9,367,132 shares of our Class A common stock and sole dispositive power with respect to 10,354,677 shares of our Class A common stock.

(2)

T. Rowe Price Associates, Inc. has filed with the Securities and Exchange Commission a Schedule 13G/A dated February 14, 2020, which reports the beneficial ownership of 16,653,500 shares of Class A common stock by it as of December 31, 2019. As reported in the Schedule 13G/A, (i) T. Rowe Price Associates, Inc. had sole voting power with respect to 3,411,369 shares of our Class A common stock and T. Rowe Price New Horizons Fund, Inc. had sole voting power with respect to 9,964,979 shares of our Class A common stock and (ii) T. Rowe Price Associates, Inc. had sole dispositive power with respect to 16,653,500 shares of our Class A common stock.

(3)

The Vanguard Group has filed with the Securities and Exchange Commission a Schedule 13G/A dated February 10, 2020, which reports the beneficial ownership of 14,827,207 shares of Class A common stock by it as of December 31, 2019. As reported in the Schedule 13G/A, The Vanguard Group had sole voting power with respect to 113,759 shares of our Class A common stock, sole dispositive power with respect to 14,696,393 shares of our Class A common stock, shared voting power with respect to 37,650 shares of our Class A common stock and shared dispositive power with respect to 130,814 shares of our Class A common stock.

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•	Deliver competitive compensation tied to long-term stockholder value creation;

•	Attract and retain top talent from across the global marketplace who will continue to propel us forward for the future;

•	Motivate and reward executives with exceptional ability to meet and exceed the demands of our clients;

•	Infuse an ownership mindset to build sustainable growth and value; and

•	Reinforce our partnership-style culture which differentiates our ability to come to market as an institution rather than as individuals, foster a culture of collaboration among our leaders, and encourage rapid and efficient deployment of our people across clients and opportunities.

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•	Our stock price increased by approximately 19% and total stockholder return was approximately 20% during fiscal year 2020 .

•	During fiscal year 2020 , we declared and paid $146.6 million in recurring dividends to stockholders—two regular dividends of $0.23 per share, one regular dividend of $0.27 per share, and one regular dividend of $0.31 per share.

•	For the third and fourth quarter of fiscal 2020, the Board increased the quarterly dividend by 17% and 15%, respectively. The total dividends paid in fiscal year 2020 grew 30% compared to fiscal year 2019.

•	We expect to declare and pay regular quarterly cash dividends in the future. However, the actual declaration of any such future dividends and the establishment of the per share amounts, record dates, and payment dates are subject to the discretion of the Board, which will take into consideration future earnings, cash flows, financial requirements, and other factors.

•	During fiscal year 2020 , we repurchased 2.7 million shares for $186.6 million (which includes shares the Company repurchased to cover the minimum statutory withholding taxes on restricted stock units that vested on various dates during the period).

•	On May 23, 2019, the Board of Directors approved an additional increase to our share repurchase authorization of $400.0 million to $1,310.0 million. As of May 26, 2020, the Company had approximately $428.9 million of unused capacity to repurchase shares of common stock under its share repurchase program.

•	Fiscal year 2020 marked the fourth consecutive year of top-line revenue growth.

•	Continued focus on investments in markets, capabilities, and people is positioning Booz Allen to deliver near-term and long-term stockholder value.

•	Full year revenue increased 11.3% to $7,463.8 million .

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•	Net income increased 15.3% to $482.6 million .

•	Adjusted EBITDA increased 11.8% to $754.1 million .

•	Diluted EPS increased 17.2% to 3.41 .

•	Adjusted Diluted EPS increased 15.2% to 3.18 .

•	Total backlog increased 7.3% to $20,729.0 million .

•	Net cash provided by operating activities increased 10.37% to $551.4 million .

•	Free cash flow was $423.3 million in fiscal year 2020 .

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•	Company size: Organizations with revenues approximately 0.33x to 3.00x of our revenue, with peer median revenue approximating Company revenue, with flexibility outside of this range to accommodate organizations that are a good match from a business perspective.

•	Industry: Includes government services organizations and other "comparables" that our Investor Relations department tracks and other organizations that benchmark to our Company.

•	Review and provide advice on our Compensation Discussion and Analysis

•	Conduct a compensation risk assessment

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•	Annual Grants

•	New Hire / Advancement Grants

•	Time-Based RSUs: Settle into shares of Class A common stock in three equal installments over three years.

•	Performance-Based RSUs: Settle into shares of Class A common stock at the end of a three-year performance period based on the Company's cumulative performance against two internal financial metrics — Adjusted Diluted Earnings Per Share (ADEPS) and Value Added Revenue (VAR or Revenue, Excluding Billable Expenses, as defined in Appendix A) as described below.

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•	in the event of an accounting restatement due to material non-compliance with any financial reporting requirements under the securities laws with respect to individuals who engage in misconduct or gross negligence that results in a restatement of our financial statements,

•	with respect to individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002, and,

•	to the extent that, based on erroneous data, any award or payment is in excess of what would have been paid under the accounting restatement during the three-year period preceding the date on which a financial restatement is required, current or former executives, or as otherwise required under applicable laws or regulations.

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(1)	Compensation is provided only for fiscal years for which each individual qualified as a named executive officer. The fiscal year runs from April 1 through March 31 of the subsequent year.

(2)

This column reflects the aggregate grant date fair value of the annual time- and performance-based restricted stock units computed in accordance with FASB ASC Topic 718 using the valuation methodology and assumptions set forth in Note 19 to our financial statements for the fiscal year ended March 31, 2020, which are incorporated by reference herein, modified to exclude any forfeiture assumptions related to service-based vesting conditions. The amounts in this column do not reflect the value, if any, that ultimately may be realized by the executive. Values for the performance-based restricted stock units are computed based on the target number of shares. Assuming the maximum level of performance conditions is achieved, the value of the fiscal 2020 performance-based restricted stock units reflected in this column would be as follows: Mr. Rozanski, $7,199,956; Mr. Howell, $2,249,986; Ms. Dahut, $2,249,986; Ms. Laben $1,169,968; and Ms. Penfield, $1,049,952.

(3)

This column reflects the fiscal year 2020 annual cash incentive bonus program, which provides awards based on the achievement of corporate performance objectives. The amount reported in the Summary Compensation Table is with respect to the year in which the bonus is earned. See “Compensation Discussion and Analysis - Compensation Elements - Annual Cash Incentive” for additional detail regarding the annual performance bonus program.

(4)	This column reflects the change in value of the cash retirement benefit accrued under the Officers' Retirement Plan for each of our named executive officers.

(5)	Ms. Laben became a named executive officer in fiscal year 2019.

(6)	The table below describes the elements included in All Other Compensation.

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(a)	Represents retirement plan contributions paid by the Company to the named executive officers as described above under “Compensation Discussion and Analysis — Compensation Elements — Retirement Benefits.”

(b)

This column includes dental, supplemental medical, accident insurance, personal excess liability coverage, and vehicle parking. This column also includes a milestone anniversary award for Ms. Penfield ($5,000), gifts provided to attendees at corporate offsite events for Ms. Dahut and Ms. Penfield, security services for Mr. Rozanski ($144,688), Mr. Howell ($29,071), Ms. Dahut ($51,723), Ms. Laben ($31,019), and Ms. Penfield ($20,858).

(1)

Reflects the target bonus for fiscal year 2020 under our annual performance bonus plan, which provides awards based on the achievement of corporate performance objectives, payable in cash. The annual performance bonus plan is described more fully under “Compensation Discussion and Analysis - Compensation Elements - Annual Cash Incentive.” Non-equity incentive plan awards have no minimum threshold or maximum payouts, although our plan does limit the annual amount of bonus an individual can earn to $5,000,000. The actual cash bonuses paid for fiscal year 2020 are reflected in the Summary Compensation Table.

(2)

Reflects the target number of performance-based restricted stock units granted on May 22, 2019. The maximum payout for the performance-based restricted stock units is equal to 200% of target, and threshold payout is 50% of target. The performance-based restricted stock units are based on the Company's performance against ADEPS (75% weighting) and VAR (25% weighting) based on cumulative performance over a three-year period. See “Compensation Discussion and Analysis -- Compensation Elements - Long-Term Equity Incentives" for details regarding these grants.

(3)	Reflects the time-based restricted stock units granted on May 22, 2019. See "Compensation Discussion and Analysis -- Compensation Elements - Long-Term Equity Incentives" for details regarding these grants.

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(1)	The options were granted pursuant to the Equity Incentive Plan and will vest and become exercisable, subject to the continued employment of the named executive officer, on the date set forth in the table below.

(2)	Exercise price of options granted on April 1, 2012 reflects adjustment in connection with a $6.50 special dividend paid in August 2012.

(3)	The named executive officers’ restricted stock units will vest on the dates set forth in the table below.

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(4)	Market value has been determined based on the fair market value of our common stock on March 31, 2020 of $68.64.

(5)

Column reflects the number of performance units based on maximum performance which is 200% of the target grant amount for the fiscal year 2019 and fiscal year 2020 performance-based restricted stock units, rounded down to the nearest whole share. The table below reflects the vesting opportunity for the fiscal year 2019 and fiscal year 2020 performance-based restricted stock unit grants assuming achievement of target performance for the named executive officers.

(6)	Market value has been determined based on maximum performance which is 200% of the target grant amount for the fiscal year 2019 and fiscal year 2020 performance-based restricted stock units, rounded down to the nearest whole share, using the fair market value of our common stock on March 31, 2020 of $68.64.

(1)	Option Award ($) value realized is calculated based on the fair market value of our common stock less exercise cost at time of exercise.

(2)	Includes performance-based RSUs earned in connection with the fiscal 2018-2020 performance period that vested on March 31, 2020 and a portion of time-based RSUs granted in previous fiscal years that vested on March 31, 2020.

(3)	Stock Award ($) value realized is calculated based on fair market value on the applicable vesting date of June 29, 2019, March 31, 2020.

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(1)

The present value of accumulated benefits has been calculated in a manner consistent with our reporting of the Retired Officers’ Bonus Plan under FASB ASC 715-30, using the Accumulated Benefit Obligation with the exception of the retirement rate assumptions. The amounts shown above reflect an assumption that each participant collects his or her benefit at the earliest age at which an unreduced benefit is available.

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(1)	Each named executive officer is eligible for transition pay under our Transition Policy upon an involuntary termination equal to four months of base pay, plus one additional month for each year of service as an executive, up to a maximum of 12 months’ base pay.

(2)

This column includes the value of the equity with accelerated vesting calculated using $68.64, the closing fair market value of our common stock on March 31, 2020. With respect to the performance-based restricted stock units, this column assumes the named executive officer was involuntarily terminated on the date of the change in control. The accelerated vesting for a change in control is described in more detail under “Change in Control Protections.” In the event of death, all outstanding service-vesting options and time-based restricted stock units immediately vest. Upon certain qualifying retirement events, the performance-based restricted stock units will be treated as described below in footnote 11 to this table.

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(3)	Each named executive officer has a $2 million life insurance policy. If the death was accidental, an additional $1.5 million would be paid. Decedent's survivors also receive one month’s base pay.

(4)

Includes present value of disability insurance payments that cover up to 60% of base salary and bonus with a maximum benefit of $25,000 per month ($300,000 per year). The amounts in this column were calculated by valuing the benefit as a standard annuity benefit based on the incidence of disability, using assumptions consistent with FASB ASC 715-30 and 715-60 accounting for our other benefit programs and, for the assumption of a rate of disability, the 1977 Social Security Disability Index table.

(5)	Amount includes actuarial present value of retiree medical benefits. The present value of accumulated benefits has been calculated in a manner consistent with our reporting of the Retired Officers’ Welfare Plan under FASB ASC 715-60, using the Accumulated Post-Retirement Benefit Obligation with an adjustment made to retirement age assumptions as required by SEC regulations.

(6)	Amount includes $30,000 outplacement assistance.

(7)

These amounts represent the actuarial present value of retiree medical benefits which were calculated as described in footnote 5 above. Amounts in this column also include the actuarial present value of up to $4,000 per year for financial counseling assistance and were calculated with the same assumptions we use to disclose our Retired Officers’ Bonus Plan, consistent with FASB ASC 715-30, with an adjustment to the rate of retirement; the valuation is based on the discounted value of the full $4,000. The amount also includes a one-time retirement gift of $10,000, one-time reimbursement for $5,000 for retirement financial counseling, and depreciated value of bestowed office furniture.

(8)	Benefits under the Officers’ Retirement Plan. This amount has been calculated using the methodology and assumptions described in footnote 1 to the Pension Benefits Table above.

(9)	Reflects the present value of the guaranteed benefits and cash payment of the actuarial cost of the executive’s benefits under the executives’ retiree medical plan, assuming that the plan was terminated during the five years following a change in control.

(10)	Ms. Laben was not retirement eligible as an executive as of March 31, 2020.

(11)

If the named executive officer’s employment terminated on or after March 31, 2020 by reason of a “qualifying permanent retirement” (as defined in the applicable award agreement), outstanding unvested performance-based restricted stock units will be eligible to continue to vest on the vesting date, subject to and based on actual achievement of the performance goals. The estimated value of the continued vesting would be $ 8,262,609 , $ 3,097,037 , $ 3,097,037 , $ 1,181,294 and $ 1,218,635 for Mr. Rozanski, Mr. Howell, Ms. Dahut, Ms. Laben, and Ms. Penfield, respectively, calculated based on the closing fair market value of our common stock on March 31, 2020 and assuming for these purposes achievement of target performance levels. Upon a retirement that at any time is not considered a qualifying permanent retirement, the outstanding unvested performance-based restricted stock units will be forfeited.

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the total annual compensation of the median employee was approximately $126,696, which we calculated using the same methodology we used to determine the annual total compensation of our named executive officers for fiscal year 2019 (as set forth in the Summary Compensation Table of the Compensation Discussion and Analysis), and included base salary, employee referral bonuses, the company 401(k) plan match and the company paid portion of the medical and dental benefits;

•	the annual total compensation of our CEO, as reported in the Summary Compensation Table of the Compensation Discussion and Analysis, was $ 8,095,433 ; and

•	the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees (the "Pay Ratio") was approximately 64 to 1.

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(1)	Audit fees principally include those for services related to the audit and quarterly reviews of the Company’s consolidated financial statements and consultation on accounting matters.

(2)	Audit-related fees principally include those for services related to accounting consultations in connection with the Company’s potential implementation and operation of its new financial management systems.

(3)	Tax fees principally include domestic and foreign tax compliance and advisory services.

(4)	All other fees principally include non-audit services related to our potential implementation and operation of new financial management systems.

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•	FOR the election of all director nominees as set forth in this proxy statement;

•	FOR the ratification of the appointment of E&Y as the Company's independent registered accounting firm for fiscal 2021;

•	FOR the approval, on a non-binding, advisory basis, of the compensation of our named executive officers; and

•	FOR the approval of the adoption of the Fifth Amended and Restated Certificate of Incorporation to, among other things, eliminate the classification of the Board of Directors.

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•

"Revenue, Excluding Billable Expenses" represents revenue less billable expenses. We use Revenue, Excluding Billable Expenses because it provides management useful information about the Company's operating performance by excluding the impact of costs that are not indicative of the level of productivity of our consulting staff headcount and our overall direct labor, which management believes provides useful information to our investors about our core operations.

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"Adjusted EBITDA" represents net income before income taxes, net interest and other expense and depreciation and amortization and before certain other items, including transaction costs, fees, losses, and expenses, including fees associated with debt prepayments and supplemental employee benefits due to the COVID-19 outbreak. “Adjusted EBITDA Margin on Revenue” is calculated as Adjusted EBITDA divided by revenue. "Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses" is calculated as Adjusted EBITDA divided by Revenue, Excluding Billable Expenses. The Company prepares Adjusted EBITDA, Adjusted EBITDA Margin on Revenue, and Adjusted EBITDA Margin on Revenue, Excluding Billable Expenses to eliminate the impact of items it does not consider indicative of ongoing operating performance due to their inherent unusual, extraordinary or non-recurring nature or because they result from an event of a similar nature.

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"Adjusted Net Income," as presented herein, represents net income before: (i) transaction costs, fees, losses, and expenses, including fees associated with debt prepayments, (ii) supplemental employee benefits due to the COVID-19 outbreak, (iii) tax credits, net of reserves for uncertain tax positions, (iv) amortization or write-off of debt issuance costs and write-off of original issue discount, (v) release of income tax reserves, and (vi) re-measurement of deferred tax assets and liabilities as a result of the 2017 Tax Act in each case net of the tax effect where appropriate calculated using an assumed effective tax rate. We prepare Adjusted Net Income to eliminate the impact of items, net of tax, we do not consider indicative of ongoing operating performance due to their inherent unusual, extraordinary, or non-recurring nature or because they result from an event of a similar nature. We view net income excluding the impact of the re-measurement of the Company's deferred tax assets and liabilities as a result of the 2017 Tax Act as an important indicator of performance consistent with the manner in which management measures and forecasts the Company's performance and the way in which management is incentivized to perform. Adjusted Net Income, as presented herein, differs from that included in the Company’s filings with the Securities and Exchange Commission, as described further below.

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“Adjusted Diluted EPS,” as presented herein, represents diluted EPS calculated using Adjusted Net Income, as presented herein, as opposed to net income. Additionally, Adjusted Diluted EPS does not contemplate any adjustments to net income as required under the two-class method as disclosed in the footnotes to the consolidated financial statements. Adjusted Diluted EPS, as presented herein, differs from that included in the Company’s filings with the Securities and Exchange Commission, as described further below.

•	“Free Cash Flow” represents the net cash generated from operating activities less the impact of purchases of property, equipment and software.

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(a)	For purposes of the fiscal year 2018- fiscal year 2020 period applicable to the performance-based RSU awards granted in May 2017, VAR (which is equivalent to Revenue, Excluding Billable Expenses) results for fiscal year 2018 were adjusted from those included in the Company’s filings with the Securities and Exchange Commission to exclude the impact of the adoption of ASC 606.

(b)	Reflects the combination of Interest expense and Other income (expense), net from the consolidated statement of operations.

(c)	Fiscal year 2020 and fiscal year 2019 reflect debt refinancing costs incurred in connection with the refinancing transactions consummated on November 26, 2019 and July 23, 2018, respectively.

(d)	Represents the supplemental contribution to employees' dependent care FSA accounts in response to the COVID-19 outbreak.

(e)	Reflects tax credits, net of reserves for uncertain tax positions, recognized in fiscal 2020 related to an increase in research and development credits available for fiscal years 2016 to 2020.

(f)	Release of pre-acquisition income tax reserves assumed by the Company in connection with the Carlyle Acquisition.

(g)	Reflects the adjustments made to the provisional income tax benefit associated with the re-measurement of the Company's deferred tax assets and liabilities as a result of the 2017 Tax Act.

(h)

With the enactment of the 2017 Tax Act, the fiscal 2018 adjustment is reflected using assumed effective tax rate of 36.5%, whereas fiscal year 2019 and 2020 adjustments are reflected using an effective tax rate of 26%. These rates approximate the blended federal and state tax rates for fiscal years 2018, 2019 and 2020, respectively, and consistently exclude the impact of other tax credits and incentive benefits realized.

(i)	Excludes an adjustment of approximately $1.6 million , $1.8 million , and $1.9 million of net earnings for fiscal years 2020 , 2019 , and 2018 , respectively, associated with the application of the two-class method for computing diluted earnings per share.

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