Ryan Nolan joins Booz Allen (NYSE: BAH) board and audit committee
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Booz Allen Hamilton Holding Corporation is expanding its Board of Directors from twelve to thirteen members and has appointed Ryan P. Nolan as a new director, effective June 1, 2026. He will serve on the Board’s Audit Committee and his term runs until the 2026 annual meeting of stockholders.
Nolan is a partner and co-head of global technology at BDT & MSD Partners and previously spent 13 years at Goldman Sachs advising on capital markets transactions totaling more than $50 billion and over $100 billion in mergers and acquisitions. As a non-employee director, he will receive a pro rata portion of the standard unaffiliated director compensation of $345,000 for the period August 1, 2025 through July 31, 2026, split between restricted Class A Common Stock and cash or additional stock.
The company describes itself as an advanced technology firm focused on AI, cyber, and other technologies for U.S. defense, civil, and national security missions, with approximately 31,600 employees globally as of December 31, 2025 and revenue of $12.0 billion for the 12 months ended March 31, 2025.
Positive
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8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Board size: 13 directors
Standard director compensation: $345,000
Equity portion of director pay: $225,000 in restricted stock
+5 more
8 metrics
Board size
13 directors
Board increased from twelve to thirteen effective June 1, 2026
Standard director compensation
$345,000
Unaffiliated directors for August 1, 2025–July 31, 2026
Equity portion of director pay
$225,000 in restricted stock
Part of standard unaffiliated director compensation
Cash/stock portion of director pay
$120,000
Payable in cash, restricted stock, or combination as elected
Capital markets transactions advised
More than $50 billion
Nolan’s capital markets advisory experience at Goldman Sachs
M&A transactions advised
More than $100 billion
Nolan’s M&A advisory experience at Goldman Sachs
Employees
Approximately 31,600 people
Global headcount as of December 31, 2025
Revenue
$12.0 billion
For the 12 months ended March 31, 2025
Key Terms
restricted shares of Class A Common Stock, Equity Incentive Plan, indemnification agreement, Regulation FD Disclosure, +2 more
6 terms
Equity Incentive Plan financial
"granted under our Equity Incentive Plan, and $120,000 in either cash"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
indemnification agreement regulatory
"the Company will enter into an indemnification agreement with Mr. Nolan pursuant to which the Company is required to indemnify"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Regulation FD Disclosure regulatory
"Item 7.01 Regulation FD Disclosure. A copy of the Company’s press release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
Audit Committee financial
"Mr. Nolan has been appointed to serve on the Board’s Audit Committee."
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Equity Incentive Plan financial
"granted under our Equity Incentive Plan, and $120,000 in either cash"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2026 (May 7, 2026 )
___________________________________
(Exact name of Registrant as specified in its charter)
___________________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
Registrant’s telephone number, including area code: (703) 902-5000
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 7, 2026, the Board of Directors (the “Board”) of Booz Allen Hamilton Holding Corporation (the “Company”), upon the recommendation of the Company’s Nominating and Corporate Governance Committee of the Board, increased the number of directors serving on the Board from twelve to thirteen, effective as of June 1, 2026.
On May 7, 2026, the Board appointed Ryan Nolan as a new member of the Board, effective as of June 1, 2026, upon the recommendation of the Company’s Nominating and Corporate Governance Committee. Mr. Nolan will serve for a term expiring at the Company’s 2026 annual meeting of stockholders. Mr. Nolan has been appointed to serve on the Board’s Audit Committee.
Mr. Nolan will receive a pro rata portion of the standard compensation for service on the Board. For the period beginning on August 1, 2025 through July 31, 2026, the standard compensation for the Company’s unaffiliated directors is equal to $345,000, to be paid $225,000 in restricted shares of Class A Common Stock of the Company, par value $0.01 (the “Restricted Common Stock”), granted under our Equity Incentive Plan, and $120,000 in either cash, Restricted Common Stock, or a combination thereof, as elected by the director. In addition, the Company will enter into an indemnification agreement with Mr. Nolan pursuant to which the Company is required to indemnify Mr. Nolan against certain liabilities which may arise by reason of his status or service as a director and to advance expenses to him, subject to reimbursement if it is determined that he is not entitled to indemnification. The form of such indemnification agreement has been filed as exhibit 10.23 to the Company’s Registration Statement on Form S-1, initially filed with the Securities and Exchange Commission on June 21, 2010, as last amended on November 8, 2010.
Item 7.01 Regulation FD Disclosure.
A copy of the Company’s press release announcing the appointment of Mr. Nolan to the Board is attached hereto as Exhibit 99.1. Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
99.1 | Press Release dated May 12, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Booz Allen Hamilton Holding Corporation | |||||
| BY: | /s/ Jacob D. Bernstein | ||||
| Jacob D. Bernstein | |||||
| Vice President, Deputy General Counsel & Secretary | |||||
Date: May 12, 2026
Booz Allen Appoints Ryan P. Nolan to Board of Directors McLean, VA. – May 12, 2026 – Booz Allen Hamilton Holding Corporation (NYSE: BAH), the parent company of advanced technology company Booz Allen Hamilton Inc., announced today that it has appointed Ryan P. Nolan to the Board of Directors, eHective June 1, 2026. He will serve on the board’s audit committee. Nolan is a seasoned technology advisor and investor with extensive experience advising technology companies, founders, and long-term investors. He is a partner and co-head of global technology at BDT & MSD Partners where he also serves on the firm's Technology Investment Committee. Nolan brings deep strategic, financial, and technology expertise to Booz Allen. He was previously a partner in Goldman Sachs’ Technology, Media and Telecommunications Group and global co-head of software investment banking. During his 13-year tenure at Goldman Sachs, Nolan advised on capital market transactions that raised more than $50 billion, and on more than $100 billion in merger and acquisition transactions. “Ryan’s success advising and investing in leading technology companies will be an exceptional asset as we focus on delivering advanced, mission-driven innovation to Booz Allen’s global customers,” said Horacio Rozanski, Booz Allen’s Chairman and CEO. “I look forward to our collaboration on the board and the meaningful contributions his experience will bring to the company’s transformation and growth.” Nolan earned a B.B.A. in finance from the University of Notre Dame and a J.D. and M.B.A. from Duke University. He is a Senior Research Fellow at Harvard Kennedy School and a member of the Council on Foreign Relations. He serves on the boards of PBS Foundation, America's Frontier Fund, and Redefine Alliance. About Booz Allen Hamilton Booz Allen is the advanced technology company delivering outcomes with speed for America’s most critical defense, civil, and national security priorities. We build technology solutions using AI, cyber, and other cutting-edge technologies to advance and protect the nation and its citizens. By focusing on outcomes, we enable our people, customers, and their missions to succeed—accelerating the nation to realize our purpose: Empower People to Change the World®. With global headquarters in McLean, Virginia, our company employs approximately 31,600 people globally as of December 31, 2025, and had revenue of $12.0 billion for the 12 months ended March 31, 2025. To learn more, visit www.boozallen.com. (NYSE: BAH) Contacts Media Relations: Jessica Klenk, Klenk_Jessica@bah.com Investor Relations: Dustin Darensbourg, Investor_Relations@bah.com
FAQ
What did Booz Allen Hamilton (BAH) announce about its board of directors?
Booz Allen Hamilton announced it is increasing its Board of Directors from twelve to thirteen members and appointing Ryan P. Nolan as a new director, effective June 1, 2026, with service on the Board’s Audit Committee and a term through the 2026 annual meeting.
Who is Ryan P. Nolan, the new Booz Allen (BAH) board member?
Ryan P. Nolan is a technology advisor and investor, partner and co-head of global technology at BDT & MSD Partners, and former Goldman Sachs partner who advised on more than $50 billion in capital markets deals and over $100 billion in mergers and acquisitions transactions.
How will Ryan Nolan be compensated as a Booz Allen (BAH) director?
As an unaffiliated director, Ryan Nolan will receive a pro rata share of the standard $345,000 annual compensation for August 1, 2025–July 31, 2026, including $225,000 in restricted Class A Common Stock and $120,000 in cash, additional restricted stock, or a combination.
What committees will Ryan Nolan serve on at Booz Allen Hamilton (BAH)?
Ryan Nolan will serve on Booz Allen Hamilton’s Audit Committee as part of his role on the Board of Directors. The filing highlights his financial and technology background, aligning with the oversight and financial reporting responsibilities typically associated with audit committee membership.
What recent company size and revenue figures did Booz Allen (BAH) disclose?
Booz Allen reported employing approximately 31,600 people globally as of December 31, 2025 and generating revenue of $12.0 billion for the 12 months ended March 31, 2025, underscoring its scale as an advanced technology and consulting provider to defense and national security clients.
Will Booz Allen (BAH) indemnify Ryan Nolan as a director?
Booz Allen plans to enter an indemnification agreement with Ryan Nolan, requiring the company to indemnify him against certain liabilities arising from his status or service as a director and to advance expenses, subject to reimbursement if it is determined he is not entitled to indemnification.