# Hunter v. Booz Allen Hamilton Holding Corporation

> District Court, S.D. Ohio · May 2, 2023

URL: https://www.frixlaw.com/law-library/cases/10382290

## Case

- **Court:** District Court, S.D. Ohio
- **Decided:** May 2, 2023
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/10382290

## How later opinions describe it (automated extraction)

- noting that the questions of typicality and commonality “tend to merge”
- noting that the “adequacy” inquiry “serves to uncover conflicts of interest between named parties and the class they seek to represent”

## Opinion text

IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF OHIO
EASTERN DIVISION

SARAH J. HUNTER and DAVID N. :
YOUTZ, on behalf of themselves and all :
others similarly situated, :
: Case No. 2:19-cv-00411
Plaintiffs, :
: Chief Judge Algenon L. Marbley
v. :
: Magistrate Judge Chelsey M. Vascura
BOOZ ALLEN HAMILTON INC., et al., :
:
Defendants. :

OPINION & ORDER

I. INTRODUCTION
Plaintiffs Sarah J. Hunter and David N. Youtz, on behalf of themselves and all others
similarly situated, allege that Defendants Booz Allen Hamilton, Inc. (“Booz Allen”), Mission
Essential Personnel, LLC (“ME”), CACI International, Inc., and CACI Technologies LLC
(“CACI”), unlawfully entered into agreements not to hire, recruit, or solicit one another’s
employees at Joint Intelligence Operations Center Europe (“JIOCEUR”) Analytic Center
(“JAC”) in Molesworth, England, in violation of the Sherman Antitrust Act of 1890, 15 U.S.C.
§§ 1–7. After three years of litigation, Plaintiffs reached Settlement Agreements with
Defendants; in December 2022, this Court preliminarily certified the Settlement Class pursuant
to Rule 23 and approved the Settlement Agreements. (See Op. & Order, ECF No. 257). The
Settlement Agreements provide a total of $5,275,000, including $1,325,000 for the Settlement
Class and $3,950,000 in attorneys’ fees and costs.
Now before the Court are Plaintiffs’ Amended Motion for an Award of Attorneys’ Fees
and Costs (ECF No. 273) and Amended Motion for Final Approval of Class Action Settlement
(ECF No. 274). Both motions are unopposed by Defendants, and no class member has objected.
This Court held a Fairness Hearing on April 12, 2023, at 9:30 a.m. Pursuant to Fed. R. Civ. P.
23(e), and for the reasons set forth more fully below, the Court finds that settlement of this
action, as embodied in the terms of the Settlement Agreements between the parties, is fair,
reasonable, and adequate in light of the factual, legal, practical and procedural considerations

raised by this suit. The Court hereby GRANTS Plaintiffs’ request for final approval of the
Settlement Agreements and certifies the Settlement Class for settlement purposes. The Court
further GRANTS Plaintiffs’ request for attorneys’ fees and costs.
II. BACKGROUND
A. Factual Background
Defendants are defense contractors, who provide intelligence services to the United
States government pursuant to contracts with the U.S. Defense Intelligence Agency (“DIA”).
Some of that work takes place at JAC: a former Royal Air Force base in Molesworth, United
Kingdom, that now serves as the military intelligence analysis center for the U.S. European

Command. Plaintiffs, who were employed by Defendants at JAC, allege that Defendants entered
into agreements not to hire one another’s employees (also referred to as “no-poach agreements”),
which served to eliminate competition and depress compensation. Defendants, on the other
hand, suggest that their hiring activities were justified as part of a lawful team-building
approach; Defendants continue to deny all allegations of wrongdoing.
B. Litigation History
Plaintiff Sarah Hunter initiated this action on February 7, 2019. (See Compl., ECF No.
1). Plaintiff David Youtz was added on May 3, 2019. (See First Am. Compl., ECF No. 28).
Over the next three years, the parties litigated this action vigorously. Defendants filed a motion
to dismiss in May 2019, arguing that Plaintiffs’ allegations are barred under the Foreign Trade
Antitrust Improvements Act of 1982, Pub. L. No. 97-290, 96 Stat. 1246 (codified at 15 U.S.C. §
6a), and otherwise fail to state a claim, which the Court denied. (Op. & Order, ECF No. 49; see
Mot. to Dismiss, ECF No. 30). The parties also fully briefed motions on class certification,
summary judgment, and evidentiary issues. (See generally ECF, No. 2:19-cv-00411). The

parties further participated in a hearing on class certification before this Court, including
arguments from counsel and testimony and examination of expert witnesses. (See generally Tr.
Class Certification Hr’g, ECF No. 187). The parties engaged in extensive fact and expert
discovery, including the review of more than one million pages of documents produced by
Defendants, three dozen depositions, and an evidentiary hearing before this Court. (See
Declaration of Joseph R. Saveri (“Saveri Decl.”) ¶ 11, ECF No. 274-1). Each side retained
expert witnesses, Dr. Phillip Johnson and Mr. Ted Tatos for Plaintiffs and Mr. Justin McCrary
for Defendants. (See id. ¶¶ 44–46). Finally, between April 29, 2021, and April 20, 2022, the
parties participated in three mediation sessions, first between Plaintiffs and CACI and two

further sessions between Plaintiffs and Booz Allen and ME, through which the parties reached
settlement agreements. (See id. ¶¶ 12–13, 19, 49).
C. Settlement Agreements
Plaintiffs executed a settlement agreement with CACI on June 8, 2021 (“the CACI
Settlement”), and a separate agreement with Booz Allen and ME on September 2, 2022 (“the
Booz Allen/ME Settlement”) (collectively, “the Settlement Agreements” or “the Settlement”).
(Id. ¶¶ 12–15; see CACI Settlement Agreement, ECF No. 170-2; Booz Allen/ME Settlement
Agreement, ECF No. 253-2). The Settlement Agreements resolve all claims by Plaintiffs and the
Settlement Class against Defendants, with the Settlement Class defined as:
All natural persons employed by Defendants at JAC Molesworth during the Class
Period from January 1, 2015 through June 30, 2022.

Excluded from the Class are: corporate officers, members of the boards of
directors, and senior leaders of Defendants; employees of the United States
government employed at JAC Molesworth during the Class Period; and any and
all judges and justices, and chambers’ staff, assigned to hear or adjudicate any
aspect of this litigation.

(See Booz Allen/ME Settlement Agreement at 7, ECF No. 253-2). The total value of the
Settlement Agreements stands at $5,275,000, with $1,325,000 allocated for the Settlement Class
and $3,950,000 in fees and costs for Class Counsel.
The Booz Allen/ME Settlement Agreement creates an all-cash Settlement Fund of
$1,325,000 (plus interest, if any), to be distributed to the Settlement Class. The funds will be
paid into an escrow account at Citibank, N.A., within 30 business days of the agreement
becoming effective. (See Saveri Decl. ¶ 15, ECF No. 274-1). The amount each class member
will receive from the fund will be calculated by dividing her estimated total salary during the
Class Period by the combined estimated total salaries paid to all Class Members during the Class
Period, and multiplying that fraction by the total fund amount. (See Am. Mot. for Final
Approval at 9 n.4, ECF No. 274). Any remaining funds will be given to the Settlement Class or
distributed cy pres. (Id.).
The Settlement Agreements also contemplate compensation for Plaintiffs’ attorneys’ fees
and costs and incentive awards for the class representatives, Hunter and Youtz, in addition to the
Settlement Fund. In total, Plaintiffs seek $3,950,000 ($3,750,000 from Booz Allen and ME and
$200,000 from CACI1) in fees and costs. (Saveri Decl. ¶ 15, ECF No. 274-1; see also Am. Mot.
for Award of Att’ys’ Fees, ECF No. 273). Plaintiffs explain that Class Counsel have incurred
approximately $2,129,065 in litigation expenses, plus $82,500 for settlement administration;

1 The CACI Settlement consists of $200,000 for Class Counsel’s litigation expenses, with the Settlement
Fund for the Class paid entirely by Booz Allen Hamilton and ME.
Class Counsel also seek $20,000 for incentive awards and $1,718,435 in attorneys’ fees. (See id.
¶¶ 38, 41).
D. Notice Process
On December 19, 2022, this Court granted in part and denied in part Plaintiffs’ Motions
for Preliminary Approval of Class Settlement (ECF Nos. 170, 253). (See generally Op. & Order,

ECF No. 257). The Court preliminarily certified the Settlement Class for settlement purposes
only, preliminarily approved the Settlement Agreements, and appointed Plaintiffs’ counsel
Joseph Saveri Law Firm (“JSLF”) and Gibbs Law Group LLP (“GLG”) as Class Counsel and
Rust Consulting, Inc., as Settlement Administrator, but required Plaintiffs amend the class
notices to provide further specificity regarding the plan of distribution and the opt-out/objection
deadline. (See id. ¶ 9). Plaintiffs provided amended notices within 14 days thereafter, which the
Court approved on January 9, 2023, thus commencing the notice period. (See Order, ECF No.
261).
On February 6, 2023, the Settlement Administrator mailed class notices to 609 members

of the Settlement Class for whom Defendants had provided mailing addresses over the preceding
months. (Saveri Decl. ¶¶ 29–30, ECF No. 274-1; see also ECF No. 259 (amended class
notices)). The Settlement Administrators also emailed class notices to 568 members of the
Settlement Class for whom Defendants had provided email addresses. (Saveri Decl. ¶ 30, ECF
No. 274-1). The parties realized later that month, however, that there were 38 additional current
or former ME employees who were part of the Settlement Class but had not been identified by
ME, and thus had not been sent class notices; with permission from the Court, the Settlement
Administrator mailed class notices to these additional class members on February 24, 2023, but
inadvertently did not send the email notices until March 7, 2023. (See id. ¶¶ 31–35). The
additional class members have now all received notice by at least one method of delivery. In
addition, all class members, including the late-identified current or former ME employees, were
given 28 days to object or opt-out. (See id. ¶¶ 34–36). The cover letters for the mailed notices
listed each Class Members’ total base salary during the Class Period (which forms the basis of
each individual’s proposed pro rata distribution), to ensure that members had full transparency

about the settlement distribution ahead of the Fairness Hearing. (See Declaration of Kevin
Rayhill (“Rayhill Decl.”) ¶ 6, ECF No. 276-1).
In total, the Settlement Class consists of 647 employees who were employees of
Defendants at JAC Molesworth from January 1, 2015, to June 30, 2022. The Settlement
Administrator has been unable to effect service on six class members. (Supplemental
Declaration of the Settlement Administrator (“Supp. Admin. Decl.”) ¶ 19, ECF No. 276-3). Six
class members have opted-out of the Booz Allen-ME Settlement Agreement (one untimely),
three of whom also opted-out of the CACI Settlement. (Rayhill Decl. ¶ 7, ECF No. 276-1).
Class Counsel has responded to inquiries from thirty-three members of the Class. (Id. ¶ 12).

III. STANDARD OF REVIEW
Judicial review of a class action settlement investigates whether the proposed settlement
agreement is “fair, reasonable, and adequate.” Int’l Union, United Auto., Aerospace, and Agric.
Implement Workers of Am. v. Gen. Motors Corp., 497 F.3d 615, 631 (6th Cir. 2007) (quoting
Fed. R. Civ. P. 23(e)(2)). When determining whether a class action settlement is fair, reasonable,
and adequate, courts consider: “(1) the risk of fraud or collusion; (2) the complexity, expense and
likely duration of the litigation; (3) the amount of discovery engaged in by the parties; (4) the
likelihood of success on the merits; (5) the opinions of class counsel and class representatives;
(6) the reaction of absent class members; and (7) the public interest.” Id. (internal citations
omitted); see, e.g., Borders v. Alternate Sol. Health Network, LLC, No. 2:20-cv-01273, 2021 WL
4868512, at *2 (S.D. Ohio May 17, 2021). The Court has “‘wide discretion in assessing the
weight and applicability’ of the relevant factors,” Vassalle v. Midland Funding LLC, 708 F.3d
747, 754 (6th Cir. 2013) (quoting Granada Invs., Inc. v. DWG Corp., 962 F.2d 1203, 1305–06
(6th Cir. 1992)), but the inquiry does not extend to the merits or factual underpinnings of the

case. See Williams v. Vukovich, 720 F.2d 909, 921 (6th Cir. 1983) (internal citations omitted).
IV. APPROVAL OF THE CLASS SETTLEMENT
A. Class Certification for the Purposes of Settlement
As an initial matter, the requirements of Rule 23 must be satisfied in order to grant final
approval of a settlement class. The Court has already preliminarily approved the Proposed Class
for settlement purposes. (See Op. & Order, ECF No. 257). Nothing has changed since then, and
the Court now finds that the Proposed Class satisfies Rule 23(a)’s requirements of commonality,
numerosity, typicality, and adequacy of representation, as well as the requirements of
predominance and superiority under Rule 23(b)(3). See Fed. R. Civ. P. 23.

1. Numerosity, Commonality, Typicality, and Adequacy
First, “[w]hile no strict numerical test exists to define numerosity under Rule 23(a)(1),
‘substantial’ numbers . . . are sufficient to satisfy this requirement.” In re Whirlpool Corp.
Front-Loading Washer Prods. Liab. Litig., 722 F.3d 838, 852 (6th Cir. 2013) (quoting Daffin v.
Ford Motor Co., 458 F.3d 549, 552 (6th Cir. 2006)); see also Fed. R. Civ. P. 23(a)(1) (requiring
only that the class be “so numerous” as to make joinder “impracticable”). This Court has
previously noted that “[c]ourts routinely hold that a class of 40 or more members is sufficient to
meet the numerosity requirement.” Raymond v. Avectus Healthcare Sols., LLC, No. 1:15-cv-
00559, 2020 WL 3470461, at *4 (S.D. Ohio Mar. 27, 2020) (internal quotation marks and
citation omitted). As the class here consists of 647 members, the Court concludes that the
numerosity requirement is satisfied.
Second, Fed. R. Civ. P. 23(a)(2) requires that “there are questions of law or fact common
to the class.” This requires Plaintiffs to show that “the class members ‘have suffered the same
injury,’” Wal-Mart Stores, Inc. v. Dukes, 564 U.S. 338, 350 (2011) (quoting Gen. Telephone Co.

of Sw. v. Falcon, 457 U.S. 147, 157 (1980)), and that that injury “depend[s] upon a common
contention” and is “of such a nature that it is capable of classwide resolution—which means that
determination of its truth or falsity will resolve an issue that is central to the validity of each one
of the claims in one stroke.” Id. The central question at issue in this case (i.e., whether
Defendants conspired to implement no-poach agreements to restrain competition and suppress
employee mobility at JAC Molesworth, in violation of federal antitrust laws) presents a common
question among all members of the class. Class members have suffered the same alleged injury,
turning on the same factual and legal questions. See In re TFT-LCD (Flat Panel) Antitrust Litig.,
267 F.R.D. 583, 593 (N.D. Cal. 2010) (“[C]ourts have consistently held that the very nature of a

conspiracy antitrust actions compels a finding that common questions of law and fact exist.”
(internal quotation marks and citation omitted)).
Third, the requirement of “typicality” in Rule 23(a)(3) “is met if the class members’
claims are ‘fairly encompassed by the named plaintiffs’ claims.’” In re Whirlpool Corp., 722
F.3d at 852 (quoting Sprague v. Gen. Motors Corp., 133 F.3d 388, 399 (6th Cir. 1998) (en
banc)); see also Young v. Nationwide Mut. Ins. Co., 693 F.3d 532, 542–43 (6th Cir. 2012)
(noting that the questions of typicality and commonality “tend to merge”). Specifically, within
“the antitrust context, typicality is established when the named plaintiffs and all class members
alleged the same antitrust violations by defendants,” In re Foundry Resins Antitrust Litig., 242
F.R.D. 393, 405 (S.D. Ohio 2007), as is the case here.
Fourth, the final element of Rule 23(a) requires that the named plaintiffs “fairly and
adequately protect the interests of the class.” Fed. R. Civ. P. 23(a)(4). Within the Sixth Circuit,
this is evaluated according to two criteria: “1) [t]he the representative must have common

interests with unnamed members of the class, and 2) it must appear the representatives will
vigorously prosecute the interests of the class through qualified counsel.” In re Foundry Resins,
242 F.R.D. at 405 (alteration in original) (quoting Senter v. Gen. Motors Corp., 532 F.2d 511,
525 (6th Cir. 1976), cert denied, 429 U.S. 870 (1976)); see also Amchem Prods., Inc. v. Windsor,
521 U.S. 591, 625 (1997) (noting that the “adequacy” inquiry “serves to uncover conflicts of
interest between named parties and the class they seek to represent”). Here, the named plaintiffs,
Hunter and Youtz, share a common injury with members of the Settlement Class and a shared
interest in demonstrating that injury, there are no conflicts between the named plaintiffs and the
Settlement Class, and Class Counsel have vigorously prosecuted this litigation. (See generally

ECF, No. 2:19-cv-00411). They are, in short, adequate guardians of the interests of the Class.
2. Predominance and Superiority
Having established that the Proposed Class meets the prerequisites for class certification
set forth in Rule 23(a), the Court now turns to Rule 23(b). See Rosario v. Livaditis, 963 F.2d
1013, 1017 (6th Cir. 1992) (“Once these four prerequisites [of Rule 23(a)] are satisfied, the
potential class must also satisfy at least one provision of Rule 23(b).”). The Court concludes that
the Settlement Class has met the requirements of Rule 23(b)(3): predominance and superiority.
The predominance requirement asks whether “there exists generalized evidence which
proves or disproves an element on a simultaneous, class-wide basis, since such proof obviates the
need to examine each class member’s individualized position.” In re Foundry Resins, 242
F.R.D. at 408 (quoting In re Cardizem CD Antitrust Litig., 200 F.R.D. 297, 307 (E.D. Mich.
2001)). Allegations of antitrust violations will often predominate over individual questions;
because “the allegations . . . relate to the defendants’ conduct, therefore proof will not vary
among the class members.” In re Vitamins Antitrust Litig., 209 F.R.D. 251, 264 (D.D.C. 2002)

(emphasis in original); see also In re Scrap Metal Antitrust Litig., 527 F.3d 517, 535 (6th Cir.
2008). That logic applies here, where the proposed class shares a common theory of liability and
impact that predominates over any individual questions of damages. The common theory of
liability also compels the conclusion that a class action is the superior method of resolving the
claims at issue; the class mechanism provides a more efficient and expedient vehicle for
resolution than individually litigating the same issues of antitrust conspiracy and liability
involving Defendants’ conduct for each member of the class (each of whom suffered
comparatively small damages). See In re Foundry Resins, 242 F.R.D. at 411–12.
Accordingly, the Court concludes that the Settlement Class meets the prerequisites of

Rule 23(a) and the requirements of Rule 23(b)(3), and therefore certifies the Settlement Class for
purposes of settlement.
B. Sufficiency of Notice
Class action settlements pursuant to Rule 23 must meet the notice requirements set forth
in Fed. R. Civ. P. 23(c)(2)(B) and 23(e). Thus, class action settlement must be preceded by
notice to class members, Fed. R. Civ. P. 23(e), and that notice must be “the best notice that is
practicable under the circumstances, including individual notice to all members who can be
reasonably identified through reasonable effort.” Fed. R. Civ. P. 23(c)(2)(B). In other words,
the notice must be “reasonably calculated, under all the circumstances, to apprise interested
parties of the pendency of the action and afford them an opportunity to present their objections.”
Int’l Union, 497 F.3d at 629–30 (quoting Mullane v. Cent. Hanover Bank & Tr. Co., 339 U.S.
306, 314 (1950)).
The notices distributed by Class Counsel in this case satisfied these requirements. The
final notices were amended according to this Court’s December 19, 2022, Opinion and Order and

were preliminarily approved by the Court before being sent. (See Order, ECF No. 261). Both
the long-form notice, which was sent to class members by first class mail, and the short-form
notice, which was emailed, “explained [their] purpose, discussed the nature of the pending suit
and accurately summarized the . . . settlement agreement[s].” Int’l Union, 497 F.3d at 630. In
short, they “fairly apprise[d] the prospective members of the class of the terms of the proposed
settlement,” id. (quoting Grunin v. Int’l House of Pancakse, 513 F.2d 114, 122 (8th Cir. 1975)),
as well as how and when to object or opt-out. It is true that Class Counsel and the Settlement
Administrator have encountered some difficulties reaching all class members with the notices.
(See generally Supp. Admin. Decl. ¶¶ 10–19, ECF No. 276-3). These difficulties include the 38

class members discovered by Defendants after the start of the notice period. But, despite these
difficulties, all but six (6) members of the Class have received at least some form of notice; all
notices, including the notices sent late, allowed for 28 days to opt-out or object. (See id. ¶ 6; see
also id. ¶ ¶¶ 11–16 (describing efforts to update addresses, ensure the long-form notices reached
class members with new addresses, and reach class members undeliverable by mail)). Moreover,
the parties have promptly kept the Court abreast of all complications that have arisen during the
Notice Period, provided effective solutions, and garnered Court approval before implementing
the proposed solutions.
Accordingly, given that 641 of 647 Class Members received notice, see Hainey v.
Parrott, 617 F. Supp. 2d 668, 675 (S.D. Ohio 2007); Lewis v. Huntington Nat’l Bank, No. 2:11-
cv-00058, 2013 WL 12231327, at *3 (S.D. Ohio May 30, 203), and the notice adequately
explained this action and the proposed settlement, the Court concludes that members of the class
were given the “best notice that is practicable” in compliance with the requirements of Rule 23.

C. Fairness, Reasonableness, and Adequacy
The Court must determine if a proposed settlement is “fair, reasonable, and adequate”
before giving it a stamp of approval. Fed. R. Civ. P. 23(e)(1)(C); see Int’l Union, 497 F.3d at
631. The Court considers several factors when making this determination: “(1) the risk of fraud
or collusion; (2) the complexity, expense, and likely duration of the litigation; (3) the amount of
discovery engaged in by the parties; (4) the likelihood of success on the merits; (5) the opinions
of class counsel and class representatives; (6) the reaction of absent class members; and (7) the
public interest.” Int’l Union, 497 F.3d at 631. The Court’s inquiry is “limited to the extent
necessary to reach a reasoned judgment that the agreement is not the product of fraud or

overreaching by, or collusion between, the negotiating parties, and that the settlement, taken as a
whole, is fair, reasonable and adequate to all concerned.” Clark Equip. Co. v. Int’l Union, Allied
Indus. Workers of Am., 803 F.2d 878 (6th Cir. 1986).
Upon careful consideration, the Court finds that all seven factors militate in favor of
approval of the Settlement Agreements.
1. Fraud or Collusion
First, there is no suggestion that the Settlement Agreements are the product of fraud or
collusion. The Court begins from a presumption that there was no fraud or collusion, absent
evidence to the contrary. See Bartell v. LTF Club Operations Co., Inc., No. 2:14-cv-00401, 2020
WL 7062834, at *3 (S.D. Ohio Aug. 7, 2020). There is no such evidence here. The case was
litigated vigorously by all parties, with dozens of depositions, extensive motions practice, and
plenty of spilt ink. (See generally ECF, No. 2:19-cv-00411). Moreover, the Settlement
Agreements resulted from intensive arm’s length negotiations facilitated by court-approved
mediators. See In re Flint Water Cases, 571 F. Supp. 3d 746, 780 (E.D. Mich. 2021). As the

settlements are the result of arm’s length, well-researched, and protracted negotiations after years
of litigation, this factor favors approval of the Settlement Agreements.
2. Complexity, Expense, and Likely Duration of the Litigation
There is little question that continued litigation in this case would be tremendously
complex, expensive, and lengthy. See In re Austrian and German Bank Holocaust Litig., 80 F.
Supp. 2d 164, 174 (“Most class actions are inherently complex and settlement avoids the costs,
delays and multitude of other problems associated with them.” (internal citation omitted)). In
fact, this case, as evidenced by the docket, has already been rather complex and expensive,
involving an extensive discovery record and vigorous briefing. The case has been pending for

four years, with a potential trial and appeals in addition to the outstanding motions on summary
judgment and class certification; in short, significant issues remain. Settlement, on the other
hand, reduces risks, conserves judicial resources, and eliminates the significant other costs
associated with continued litigation. See id.
3. Amount of Discovery
As noted above, this case has already involved extensive discovery, in the form of over
one million pages of documents, dozens of depositions (including depositions of witnesses in the
United Kingdom), and expert reports. (Saveri Decl. ¶ 9, ECF 273-1). In other words, “both
sides have collected ample evidence to calculate the strengths and weaknesses of their positions
and determined that the settlement is fair and reasonable under the circumstances.” Bartell, 2020
WL 7062834, at *4; see also In re Broadwing, Inc. ERISA Litig., 252 F.R.D. 369, 374 (S.D. Ohio
2006). This factor favors approval.
4. Likelihood of Success on the Merits
The fourth factor, likelihood of success on the merits, also weighs in favor of approving

the Settlement Agreements. See Poplar Creek Dev. Co. v. Chesapeake Appalachia, LLC, 636
F.3d 235, 245 (6th Cir. 2011) (“The most important of the factors to be considered in reviewing a
settlement is the probability of success on the merits. The likelihood of success, in turn, provides
a gauge from which the benefits of the settlement must be measured.” (quoting In re Gen. Tire &
Rubber Co. Sec. Litig., 726 F.2d 1075, 1086 (6th Cir. 1984)). The parties disagree about the
merits of Plaintiffs’ claims and are represented by highly skilled and experienced litigators on all
sides. There are many issues still outstanding, including the threshold matter of class
certification, various evidentiary disputes, summary judgment, and the amount of damages (if
any) caused by Defendants’ actions. (See generally ECF, No. 2:19-cv-00411). Each of these

issues is highly contentious, provides substantial grounds for disagreement, and creates
substantial risk for each party; approving the motion for class certification, for example, would
heighten the potential liability of Defendants whereas denial would severely damage the Class.
The uncertainty of continued litigation in the face of strong opposition provides further
indication of the benefits of settlement. Cf. In re Chambers Dev. Sec. Litig., 912 F. Supp. 822,
838 (W.D. Pa. 1995) (“A very large bird in hand in this litigation is surely worth more than
whatever birds are lurking in the bushes.”).
5. The Opinions of Class Counsel and Class Representatives
In deciding whether to approve a settlement agreement, the Court typically “defer[s] to
the judgment of experienced counsel who has competently evaluated the strength of his proofs,”
taking into account “the amount of discovery completed and the character of the evidence
uncovered.” Vukovich, 720 F.2d at 922–23 (internal citations omitted). In this case, Class

Counsel, who have extensive experience in class action litigation, have concluded that the
Settlement Agreements are fair and in the best interests of the Settlement Class, based on
extensive discovery and negotiations. (See Saveri Decl. ¶ 21, ECF No. 274-1). Class
Representatives, too, agree that the settlement is not only fair and reasonable, but also confers
substantial benefits (in the form of, on average, $2,000 for each class member) to the Class. The
Court therefore finds that this factor favors approval of the proposed settlement.
6. The Reactions of Absent Class Members
The Court must consider not only the perspectives of the Class Representatives, but also
the opinions of the absent class members. See Poplar Creek Dev. Co., 636 F.3d at 244. Of the

647 class members, all but six (6) received notice by either e-mail or first-class mail (or both, in
most cases). Six (6) members opted-out, though one did so after the opt-out deadline had passed.
(Rayhill Decl. ¶ 7, ECF No. 276-1). None filed objections. (Id.). Some have already submitted
W-9 tax forms to the Settlement Administrator, in anticipation of receiving payment. (See Pls.’
Reply in Support at 4, ECF No. 276). The lack of objections and the generally positive support
for the Settlement weighs in favor of approving the proposed Settlement. See In re Broadwing,
252 F.R.D. at 376; Whitford v. First Nationwide Bank, 147 F.R.D. 135, 141 (W.D. Ky. 1992).
7. The Public Interest
Public interest generally favors settlement of class action lawsuits, see Hainey, 617 F.
Supp. 2d at 679 (citations omitted), given the substantial federal judicial resources required to
supervise and resolve a potentially long and protracted litigation. In re Broadwing, 252 F.R.D. at
376. Here, the Settlement Agreements confer immediate benefits for the Class Members,

without the risk and expense of further litigation and conserves judicial resources. The Court
thus concludes that the public interest favors approval of the Settlement.
In sum, upon careful consideration, the Court concludes that all seven Int’l Union factors
favor finding that the Settlement provides a substantial benefit to the parties and is fair,
reasonable, and adequate. See Fed. R. Civ. P. 23(e)(2).
V. ATTORNEYS’ FEES AND COSTS
In addition to the Settlement Fund amount of $1,325,000, Plaintiffs seek a total of
$3,950,000 ($200,000 from CACI and $3,750,000 from Booz Allen and ME) in attorneys’ fees,
costs, and incentive awards. See 15 U.S.C. § 15 (authorizing the recovery of attorneys’ fees in

antitrust actions by private persons). This total consists of: $20,000 in incentive awards, split
evenly between the Class Representatives; $2,129,065 in litigation costs; $82,500 in settlement
administration costs; and $1,718,435 in attorneys’ fees. (See Am. Mot. for Att’ys’ Fees at 8–10,
ECF No. 273). No Class Member has objected, and Defendants do not oppose this request.
A. Attorneys’ Fees
An award of attorneys’ fees must be reasonable, i.e., it must be “one that is ‘adequate to
attract competent counsel, but . . . [does] not produce windfalls to attorneys.” Reed v. Rhodes,
179 F.3d 453, 471 (6th Cir. 1999) (quoting Blum v. Stenson, 465 U.S. 886, 893 (1984)). Courts
typically use one of two methods to determine whether proposed attorneys’ fees are appropriate:
the lodestar method or the percentage-of-the-fund method. See Van Horn v. Nationwide Prop. &
Cas. Ins. Co., 436 F. App’x 496, 498 (6th Cir. 2011). A district court has the discretion to rely
on either method, based on its determination of which is “the more appropriate method . . . in
light of the unique characteristics of class actions in general, and of the unique circumstances of
the actual cases before them,” Rawlings v. Prudential-Bache Props., Inc., 9 F.3d 513, 516 (6th

Cir. 1993), and will often use one method as a cross-check against the other. See, e.g., Bowling
v. Pfizer, 102 F.3d 777, 780 (6th Cir. 1996).
When using the percentage-of-the-fund method, courts in the Sixth Circuit generally
approve of awards that are one-third (1/3) of the total settlement. See, e.g., Rotuna v. W.
Customer Mgmt. Grp., LLC, 4:09-cv-01608, 2010 WL 2490989, at *8 (N.D. Ohio June 15,
2020). The proposed attorneys’ fee award here represents 32.58%, or just under one-third, of the
total settlement amount. The lodestar figure is the number of hours spent by counsel multiplied
by reasonable rates. Reed, 179 F.3d at 471. Courts have typically considered a fee award that is
less than the lodestar to be reasonable. See, e.g., Sprague v. Universal Transp. Sys., No. 1:18-cv-

00165, 2022 WL 3444981, at *1 (S.D. Ohio June 22, 2022). Plaintiffs represent that their
lodestar in this case is approximately $6,366,276, based on over 11,000 hours of work. (Rayhill
Decl. ¶ 14, ECF No. 275-1). This includes work by two partners at JLSF, each with an hourly
rate of $875, six associates at JSLF with hourly rates between $375 and $700, and paralegals,
economists, and law clerks; it also includes work by partners, counsel, and paralegals at GLG
with hourly rates between $220 and $875. (See ECF Nos. 263-1, -3). The requested fee
represents only 26.88% of the lodestar—a strong indication of the reasonableness of the fee
award.
In addition to the lodestar and percentage-of-the-fund calculations, courts also often
consider the so-called Ramey factors in determining if attorneys’ fees are reasonable:
(1) the value of the benefit rendered to the plaintiff class; (2) the value of the
services on an hourly basis; (3) whether the services were undertaken on a
contingent fee basis; (4) society’s stake in rewarding attorneys who produce such
benefits in order to maintain an incentive to others; (5) the complexity of the
litigation; and (6) the professional skill and standing of counsel involved on both
sides.

Moulton v. U.S. Steel Corp., 581 F.3d 344, 352 (6th Cir. 2009); see also Ramey v. Cincinnati
Enquirer, Inc., 508 F.2d 1188, 1196 (6th Cir. 1974), cert denied, 422 U.S. 1048 (1975). The
court discusses each of these factors in turn.
First, the Settlement provides for individual distributions to each class member of
approximately $2,000, on average, which represents the pro rata share of the Settlement Fund
based on each member’s total estimated salary as a percentage of the total salaries paid to all
Class Members during the Class Period. (Am. Mot. for Att’ys’ Fees at 3, 9 n.4, ECF No. 273).
These payments represent meaningful benefits to Class Members,2 and are the product of
extensive efforts by Class Counsel—engaging, as mentioned, in extensive fact discovery,
motions practice, and collaboration with specialist experts. (See id. at 14). Additionally, Class
Members were given an opportunity to challenge the Settlement in general or their specific base
salary estimate. (See Rayhill Decl. ¶ 6, ECF No. 276-3). Four individuals have challenged the
latter. One individual was able to provide documentation showing that the base salary was listed
incorrectly, which was then updated; the other three challenged their total base salary numbers
based on income rather than salary, and were therefore denied. (Id.). No Class Member has
objected to the Settlement Fund or its distribution scheme.

2 Plaintiffs’ expert, Dr. Phillip Johnson estimated damages for the Settlement Class to be $4,219,994,
whereas Defendants’ expert, Justin McCrary testified that the Settlement Class suffered no damages. Thus, the
Settlement Fund is substantially smaller than the damages estimate provided by Plaintiffs’ expert (though the total
value of the Settlement Agreements is greater).
Second, as to the value of the services rendered on an hourly basis, this factor also weighs
in favor of the proposed fee award. As discussed above, the proposed fee award represents
approximately 27% of the lodestar figure; given the number of hours worked, the fee award
corresponds to an approximate hourly rate of $156, a significant discount given Class Counsel’s
skill and experience. (See Am. Mot. for Attys’ Fees at 17 n.11, ECF No. 273). This is well-

within customary amounts under similar circumstances. See, e.g., Bartell, 2020 WL 7062834, at
*6; In re High-Tech Emp. Antitrust Litig., No. 11-cv-02509, 2015 WL 5158730, at *8.
Third, Class Counsel undertook this case on a wholly contingent fee basis, incurring a
substantial amount of billable hours (approximately 11,000) and costs and expenses
(approximately $2,129,065) without compensation. (Am. Mot. for Atty’s’ Fees at 17–18, ECF
No. 273). Such an arrangement assumes real risks for Class Counsel, see In re Telectronics
Pacing Sys., Inc., 137 F. Supp. 2d 1029, 1043 (S.D. Ohio 2001), especially where even they
acknowledge that Plaintiffs’ claims face serious, though not necessarily insurmountable, legal
obstacles, as evidenced by recent federal court decisions favoring defendants in civil no-poach

suits. (See Am. Mot. for Att’ys’ Fees at 15 n.9, ECF No. 273) (collecting cases).
Fourth, “[s]ociety has stake in rewarding attorneys who achieve a result that the
individual class members could not obtain on their own.” Kritzer v. Safelite Sols., LLC, No.
2:10-cv-00729, 2012 WL 1945144, at *9 (S.D. Ohio May 30, 2012) (internal citation omitted).
This is warranted where “the individual injuries may be too small to justify the time and expense
of litigation,” Gascho v. Glob. Fitness Holdings, LLC, 822 F.3d 269, 287 (6th Cir. 2016),
especially as the benefits of any monetary award would likely have been outweighed by the costs
of litigating against sophisticated corporations, like Defendants in this case. Society has a further
stake in incentivizing private efforts to augment federal enforcement of antitrust laws. (See Am.
Mot. for Att’ys’ Fees at 18, ECF No. 273).
Fifth, the complexity of the issues also militates in favor of granting the requested award.
See supra Part IV.C.2. Plaintiffs allege that Defendants conspired to enter into agreements
among one another not to poach employees, thus restricting the mobility of Plaintiffs and

suppressing compensation—a complicated antitrust claim that prompted vigorous defense and
protracted litigation. The Court has already noted the thoroughness of Plaintiffs in prosecuting
this case and the number of outstanding issues that remain hotly contested.
Finally, the sixth factor, the professional skill and standing of the attorneys involved, also
weighs in favor of the proposed fee award. The law firms involved on both sides are highly
skilled and experienced in complex litigation. Class Counsel, for example, has extensive
experience in class actions, including in antitrust class actions. (See Am. Mot. for Atty’s’ Fees at
30, ECF No. 273).
Accordingly, based on a careful consideration of the Ramey factors, the Court concludes

that the proposed attorneys’ fee award is reasonable.
B. Costs
Class Counsel also seeks a total of $2,211,565 in unreimbursed expenses and costs
associated with this litigation and settlement administration costs and taxes. (Id. at 22). This
includes, specifically, nearly $400,000 in online research, over $100,000 in deposition
transcriptions, and $1.56 million in “other professionals,” which this Court understands as
referring to expert witnesses. (See ECF No. 273-3). Pursuant to the common fund doctrine,
“class counsel is entitled to reimbursement of all reasonable out-of-pocket expenses and costs in
the prosecution of claims, and in obtaining settlement, including but not limited to expenses
incurred in connection with document productions, consulting with deposing experts, travel and
other litigation-related expenses.” Bartell, 2020 WL 7062834, at *7 (quoting In re Cardizem,
218 F.R.D. at 532). The Court finds that the costs are reasonable and necessary to litigate and
settle this case, and therefore approves the request of $2,129,065 for unreimbursed costs and
expenses and $82,500 in settlement administration costs.

C. Incentive Awards
An additional incentive award for the named plaintiffs is considered an “efficacious
way[] of encouraging members of a class to become class representatives and rewarding
individual efforts on behalf of the class.” Hadix v. Johnson, 322 F.3d 895, 897 (6th Cir. 2003).
Thus, courts often approve of incentive awards, in acknowledgment of the “financial or
reputational risk undertaken” by the class representatives, in bringing suit and of the services
they provided in doing so. Rodriguez v. W. Publ’g Corp., 563 F.3d 948, 958–59 (9th Cir. 2009).
And here, Plaintiffs represent that the Class Representatives took significant personal and
professional risks in serving as the named plaintiffs in a suit against three of the major employers

in their profession, were subjected to intense questioning during their depositions, and provided
significant help and feedback during the litigation process. (Am. Mot. for Att’ys’ Fees at 22, 23,
ECF No. 273). For that effort, Plaintiffs request an award of $10,000 each for named plaintiffs
Hunter and Youtz. In light of their service and the substantial monetary benefit that their service
has garnered, the Court approves a service award of $10,000 each.
VI. CONCLUSION
For the reasons set forth above, Plaintiffs’ Motions (ECF Nos. 273, 274) are GRANTED
and the Court hereby ORDERS as follows:
1. Incorporation of Settlement Agreements. This Final Order incorporates fully
and completely the Settlement Agreements as if fully re-written here. Unless
otherwise provided herein, all defined terms from the Settlement Agreements
shall have the same meaning in this Final Approval Order.
2. Final Certification of the Rule 23 Class. The Court finds that the proposed Rule
23 Class, as defined in the Agreement, meets the requirements of Rule 23(a) and
Rule 23(b)(3) of the Federal Rules of Civil Procedure. Accordingly, the Court
certifies the Rule 23 Class for settlement purposes, consisting of the following:
All natural persons employed by Defendants at JAC Molesworth
during the Class Period from January 1, 2015, through June 30,
2022.
Excluded from the Class are: corporate officers, members of the
boards of directors, and senior leaders of Defendants; employees of
the United States government employed at JAC Molesworth during
the Class Period; and any and all judges and justices, and
chambers’ staff, assigned to hear or adjudicate any aspect of this
litigation.
Also excluded from the Class are those individuals who have validly requested
exclusion from the Settlement Class (the “Opt-Outs”): Jennifer L. Teachey and
Amy L. Wales-Durrans from both Settlement Agreement; and Hillary L. Koma,
Mariel Verdi, and Rebecca Wills from only the Booz Allen-ME Settlement
Agreement.
3. Class Representatives. For purposes of settlement, the Court approves the
Named Plaintiffs, Sarah J. Hunter and David N. Youtz, as the Class
Representatives.
4. Class Counsel. For purposes of settlement, the Court appoints as Class Counsel
the Joseph Saveri Law Firm LLP and Gibbs Law Group LLP, pursuant to Rule
23(g).
5. Adequacy of Notice. The Court finds that all notice requirements, and follow-up
procedures, have been implemented pursuant to the Settlement Agreements, this
Court’s Preliminary Approval Order, and this Court’s supplemental January 9,
2023, Order, and that they constituted the best practicable notice to Class
Members under the circumstances and were reasonably calculated to apprise
Class Members of this action, the Settlement Agreements, their rights to opt-out
or object, and their right to appear at the Final Approval Hearing, in compliance
with Rule 23(c)(2) and 23(e), the requirements of due process, and any other
applicable law. Additionally, Defendants have complied with the reporting
obligations as set forth by the Class Action Fairness Act, 28 U.S.C. § 1715.
6. Approval of the Agreement. The Court approves the Settlement Agreements as
fair, just, reasonable and adequate to, and in the best interest of each of the Parties
and Settlement Class Members. This Order constitutes final approval of the
Agreements. The Agreements are binding on the parties to it and on all members
of the Class excepting the Opt-Outs.
7. Release of Claims. As of the date this judgment becomes final (meaning that the
time for appeal has expired with no appeal taken, all appeals are resolved and
none are left pending, or this judgment is affirmed in all material respects after
completion of the appellate process), the Class Representatives and the Class,
excepting Opt-Outs, are forever barred from bringing or presenting any action or
proceeding against any Released Party that involves or asserts any of the Released
Claims (as those terms are defined in the Agreements). The Class
Representatives and the Class, excepting Opt-Outs, are deemed to have released
and forever discharged the Released Parties from all Released Claims.
8. Dispute Resolution. Without affecting the finality of this judgment, the Court
reserves jurisdiction over the implementation, administration, and enforcement of
this judgment and the Agreements and all matters ancillary to the same.
9. Non-Admission. This Order and the Agreements are not evidence of, or an
admission or concession on the part of, the Released Parties with respect to any
claim of any fault, liability, wrongdoing, or damages whatsoever.
10. Order for Settlement Purposes. The findings and rulings in this Order are made
for the purposes of settlement only and may not be cited or otherwise used to
support the certification of any contested class or subclass in any other action.
11. Use of Agreement and Ancillary Terms. Neither the Agreements nor any
ancillary documents, actions, statements, or filings in furtherance of settlement
(including matters associated with the mediation) will be admissible or offered
into evidence in any action related or similar to this one for the purposes of
establishing or supporting any claims that were raised or could have been raised
in this action or are similar to such claims.
12. Attorneys’ Fees and Expenses. Class counsel are hereby awarded attorneys’
fees and reimbursements of their costs and expenses in the total amount of
$3,925,000 ($1,718,435 in fees and $2,211,565 in litigation and settlement
administration costs) to be paid pursuant to the terms of the Settlement
Agreements.
13. Incentive Awards. The Court hereby awards to Class Representatives Sarah J.
Hunter and David N. Youtz $10,000 each for service and assistance to the Class.
14. Distribution of the Settlement Fund. The Settlement Fund shall consist of
$1,325,000 from Booz Allen Hamilton and Mission Essential Personnel, to be
distributed by the Claims Administrator in accordance with the terms of the
Settlement Agreements and this Final Order.
15. Dismissal of Action. This action, including all individual and class claims
against Defendants Booz Allen Hamilton, Inc., Mission Essential Personnel, LLC,
CACI International, Inc., and CACI Technologies LLC, resolved herein, is
dismissed on the merits and with prejudice against the Class Representative and
all other Settlement Class Members, except any Opt-Outs, without fees or costs to
any party or non-party except as otherwise provided in this Final Approval Order.
IT IS SO ORDERED.

ALGENO □ 5 MARBLE [hs
CHIEF UNITED STATES DISTRICT JUDGE
DATE: May 2, 2023

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/10382290. Public record. Not legal advice.