Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of January 18, 2023, 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 ten to eleven.

On January 18, 2023, the Board appointed Rory P. Read as a new member of the Board, effective January 18, 2023, upon the recommendation of the Company's Nominating and Corporate Governance Committee, to fill the newly-created vacancy on the Board. Mr. Read will serve for a term expiring at the Company's 2023 annual meeting of stockholders. Mr. Read has been appointed to serve on the Board's Audit Committee.

Mr. Read will receive a pro rata portion of the standard compensation for service on the Board. For the period beginning on August 1, 2022 through July 31, 2023, the standard compensation for the Company's unaffiliated directors is equal to $320,000, to be paid $200,000 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. Read pursuant to which the Company is required to indemnify Mr. Read 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. Read 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 January 23, 2023.

      104                 Cover Page Interactive Data File (embedded within the Inline XBRL
                          document).

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