DEF 14A of Parsons Corp, Mar 5, 2025

DEF 14A of Parsons Corp

Filed Mar 5, 2025 · FY20240000950170-25-033061

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors This year’s Board nominees include four current Class III Directors—George L. Ball, Ellen M. Lord, Darren W. McDew, and Suzanne M. Vautrinot. Each nominee is listed below along with the continuing Directors, and you can find additional information under “Proposal 1: Election of Directors” beginning on page 7.

  2. Corporate Governance Highlights

    Corporate Governance Highlights • In 2024, nine of our eleven Directors were independent, and the Audit and Risk, Compensation and Management Development, and Corporate Governance and Responsibility Committees are 100% independent • The Board undertakes an annual evaluation of its performance and the performance of its Committees, and each Committee of the Board undertakes an annual evaluation of the adequacy of each Committee’s charter. In 2024, the Board retained the Miles Group to undertake an independent assessment of the performance of the Board and its Committees. • The Board of Directors holds regular executive sessions of non-management Directors. • The Board of Directors conducts an annual discussion on management and succession planning. • Our investor relations and management teams regularly engage with current and potential investors. • The Charter of the Compensation and Management Development Committee confirms the Committee’s ability to claw back executive compensation in conformance with the Dood-Frank Act and related regulatory guidelines. • The CG&R Committee’s charter also confirms the Committee’s responsibility for reviewing and considering all Stockholder proposals and ensuring compliance with all applicable disclosure requirements. • Parsons’ Insider Trading Policy requires all members of the board of directors and the direct reports of the CEO and the CFO to adopt SEC Rule 10b5-1 trading plans prior to selling any of the Corporation’s securities. • During fiscal 2024, all incumbent directors attended at least 90% of the aggregate of meetings of the Board of Directors and/or the Committees on which they served.

  3. Executive Compensation Highlights

    Executive Compensation Highlights Together with our Compensation and Management Development Committee, we are committed to managing a compensation program that is competitive and 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 executive compensation programs and policies have been designed to support the development and performance of a strong executive team who are provided with incentives that align with our business strategy and values, attract and retain top talent and address different risks associated with compensation. We provide a total compensation package that fairly and equitably rewards our senior leadership as a team and as individuals, from which we expect superior performance. • We have designed our executive pay programs to reward executives for positive company performance and align their interests with those of our stockholders by having a significant portion of compensation composed of performance-based or “at-risk” compensation. We provide an appropriate balance of short- and long-term compensation, with payouts based on the Company’s achievement of certain objective financial and non-financial metrics. We have structured our short-term incentive opportunities to focus on the achievement of specific annual financial objectives that will further our longer-term growth objectives. We use our long-term incentive compensation to provide incentives for our executive team to focus on the growth of our overall enterprise value and, correspondingly, to create value for our employee stockholders. • In designing and implementing our executive compensation programs, we follow practices that promote proper governance and serve the interests of our stockholders, with maximum payout caps in place for annual cash incentives and long-term performance awards. • For more details on our compensation program, please see our discussion in the CD&A section of this proxy.

  4. Corporate Citizenship Highlights

    Corporate Citizenship Highlights For 80 years, our core values of safety, sustainability, quality, integrity, and innovation have anchored our business in support of our mission to create the future of national security and global infrastructure. CARE (Cultivating a Responsible Enterprise) is at the heart of our people-first culture, and we continue to Imagine Next by contributing to the communities where we live, work, and play through charitable contributions and volunteerism. Through our Parsons Gives Back program, we connect people and communities through our support of initiatives and non-profit organizations that align with our core values. Recognitions and initiatives include: • We were recognized by Ethisphere as one of the World’s Most Ethical Companies for the 15th consecutive year. The World's Most Ethical Companies assessment is grounded in Ethisphere's proprietary Ethics Quotient®, an extensive questionnaire that requires a company to provide over 240 different proof points on their culture of ethics. We proudly support those in active service to our country, armed forces veterans, and military families. In honor of that commitment, we continue our long-standing partnership with TAPS (Tragedy Assistance Program for Survivors), where in 2024 we hosted the 17thannual TAPS Golf Outing, raising $116,000 for the organization. We are proud that our 17-year partnership with TAPS for this event has raised more than $1,400,000. Our 2024 Back2School Giving Campaign continued our initiative to foster the next generation of future innovators (and employees) across the globe. Through partnerships with Kids in Need (US Based), Breakfast Club of Canada (Canada Based), and The Big Heart Foundation (UAE Based), we demonstrated our continued global commitment to teachers and students by donating school supplies, providing nutritious breakfasts, and contributing educational resources and scholarships to underserved students. • In 2024, Parsons employees logged in 24,266 volunteer hours globally. We recognized three winners for Volunteer of the Year and donated to each of our winner’s charities of choice which included TAPS, Rebecca’s Garden of Hope (RGOH), and Second-Hen’d. • In recognition of the company’s continued efforts to foster ethical, trusting relationships across stakeholders, Parsons was named the 8th Most Trusted Company in America according to Forbes’ Most Trusted Companies in America 2025 listing. Created in partnership with research companies HundredX, Signal AI and Glassdoor, Forbes’ list combines data on a wide range of factors across four categories: employee trust, customer trust, investor trust, and media sentiment. Parsons was the only member of its peer group in the top 10. Other notable recognitions include: • Forbes Magazine – America's Best Employers for Women 2024, Best Employers for New Grads 2024 • 22nd Annual Greater Washington Government Contractor Awards – Contractor of the Year (Greater than $300M Category) • Yukon Government, Yukon Regional Business Sustainability Award – Faro Mine Remediation project, Yukon, Canada • VETS Indexes 4-star Employer 2024 • Military Friendly Employer 2024 – Designated • Military Times, 2024 Best for Vets Employers • 2024 Seven Seals Award, Employer Support of Guard and Reserve (ESGR) • DefenseNews Top 100 for 2024 (#41) • ACEC New York (The American Council of Engineering Companies), 2024 Engineering Excellence Awards, Category H – Transportation, General Engineering Consultant (GEC)/ Tri-Venture Partners: WSP USA Inc.; STV, Inc; Parsons Corporation for East Side Access - New York, NY ACEC California (The American Council of Engineering Companies), Engineering Excellence Awards, SCWD Beach Sewer Tunnel Project, Laguna Beach, CA Engineering News-Record (ENR) - Top 500 Design Firms (#15), Top 500 - Top 20 Design by Sector: Transportation (#6), Top 200 Environmental Firms (#45), Top 50 Program Management Firms (#3), Top 50 Construction Management Firms (#3), Top International Design Firms: General Building (#34), Multi-Unit Residential (#7), Transportation (#22), Highways (#14), Mass Transit and Rail (#20), Bridges (#22), Pipelines (#25), Water Supply (#42)

  5. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  6. Board Structure

    Board Structure Our Board of Directors currently consists of eleven members. In accordance with our certificate of incorporation, our Board of Directors are divided into three classes with staggered three-year terms. At each annual meeting of stockholders after the initial classification, the successors to the Directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. Our current Directors are divided among the three classes as follows: • The Class III Directors are George L. Ball, Ellen M. Lord, Darren W. McDew, and Suzanne M. Vautrinot, and their terms will expire at the annual meeting to be held on April 15, 2025. Directors Ball, Lord, McDew, and Vautrinot are seeking re-election at the 2025 annual meeting. • The Class I Directors are Letitia A. Long, Harry T. McMahon and Carey A. Smith, and their terms will expire at the 2026 annual meeting of stockholders. • The Class II Directors are Mark K. Holdsworth, Steven F. Leer, M. Christian Mitchell, and David C. Wajsgras, and their terms will expire at the 2027 annual meeting of stockholders; and Any increase or decrease in the number of Directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the Directors. This classification of our Board of Directors may have the effect of delaying or preventing changes in control of our company.

  7. Class III Election

    Class III Election The four nominees for election as Class III Directors are listed below. If elected, the nominees for election as Class III Directors will serve for a term of three years and until their successors are elected and qualify. Unless you instruct us on the proxy card to vote differently, we will vote signed, returned proxies FOR the election of such nominees. If for any reason any nominee cannot or will not serve as a Director, we may vote such proxies for the election of a substitute nominee designated by the Board.

  8. Class III Nominees

    Class III Nominees To be elected in, a nominee must receive a plurality of the votes cast. The Corporate Governance and Responsibility Committee and the Board believe that each Class III Nominee brings a strong and diverse set of skills and experiences to the Company, including significant government, public company, financial, and strategic experience, that strengthen our Board’s independent leadership and effectiveness with respect to our business and long-term strategy. The Class III Nominees are as follows:

  9. Class III Nominees

    | George L. Ball (Class III) Age: 66 Director Since: 2022 | George L. Ball joined Parsons’ Board of Directors in 2022 following his tenure as the corporation’s Chief Financial Officer (CFO) from 2008-2022. As CFO, Ball played an integral role in guiding the transformation of the company and led its IPO in 2019. He joined Parsons in 1995 and served in multiple financial and operational positions with global portfolios prior to serving as CFO. Mr. Ball serves on the board of directors of BrandSafway and has also served on the boards of directors of multiple public and non-profit organizations, including Cornerstone Building Brands, Inc., Wells Fargo Real Estate Investment Corporation, the Ronald McDonald House Charities of Southern California, and the Board of Trustees of the Los Angeles County Arboretum Foundation. He has NACD Directorship (NACD.DC) and cyber certifications. Mr. Ball holds a bachelor’s degree in accounting from Drexel University. We believe that Mr. Ball is qualified to serve on our Board of Directors due to his unique qualifications and skills, as further described in the Skills Matrix set forth in this Proxy Statement. |

  10. Class III Nominees

    | Ellen M. Lord (Class III) Age: 65 Director Since: 2022 Committees: • Compensation & Management Development • Corporate Governance & Responsibility | Ellen M. Lord served as the Under Secretary of Defense for Acquisition and Sustainment for the United States Department of Defense from August 2017 until January 2021. In this role, she was responsible for all matters about acquisition; developmental testing; contract administration; logistics and materiel readiness; installations and environment; operational energy; chemical, biological, and nuclear weapons; the acquisition workforce; and the defense industrial base. Before her government service, Ms. Lord served as the President and Chief Executive Officer of Textron Systems from October 2012 to August 2017, where she led a multi-billion-dollar company with products and services supporting defense, homeland security, aerospace and infrastructure protection. Prior to that, she served in other leadership positions at Textron Systems and related companies. Ms. Lord is the former Vice Chairman of the National Defense Industrial Association and has previously served on the boards of the U.S. Naval Institute, the U.S. India Business Council and the Defense Technology Initiative. She also serves on the boards of directors of AAR Corporation, Comtech Telecommunications Corporation, and Voyager Space Holdings, and as an advisor to a number of companies. She earned a Master of Science degree in chemistry from the University of New Hampshire and a Bachelor of Arts degree in chemistry from Connecticut College. Ms. Lord currently is an independent consultant for the aerospace, defense and industrial industries. We believe that Ms. Lord is qualified to serve on our Board of Directors due to her unique qualifications and skills, as further described in the Board Skills Matrix set forth in this Proxy Statement. |

  11. Class III Nominees

    | Gen Darren W. McDew USAF (ret.) (Class III) Age: 64 Director Since: 2020 Committees: • Corporate Governance & Responsibility • Compensation & Management Development | Gen. Darren W. McDew (USAF, Ret.) served as the Commander, United States Transportation Command (USTRANSCOM), where he led the unified combatant command comprised of all the armed services and served as the senior uniformed officer responsible for global air, land, and sea transportation, and patient movement for the Department of Defense. Gen. McDew served with distinction in the United States military for 36 years, with multiple command billets and assignments including Military Aide to the President, Strategic Plans and Policy for the Chairman of the Joint Chiefs, and as Commander, Air Mobility Command. Gen. McDew also serves on the board of directors of Abbott Laboratories, General Electric (GE), and USAA. Gen. McDew contributes significant experience managing large, complex global operations, including strategic planning, security, and risk management, cybersecurity and supply chain infrastructure management, succession planning, and leadership development. He earned his bachelor-of-science degree in civil engineering from the Virginia Military Institute and his master-of-science degree in aviation management from Embry-Riddle Aeronautical University. We believe that Gen. McDew is qualified to serve on our Board of Directors due to his unique qualifications and skills, as further set forth in the Board Skills Matrix set forth in this Proxy Statement. |

  12. Class III Nominees

    | Major General Suzanne M. “Zan” Vautrinot USAF (ret.) (Class III) Age: 65 Director Since: 2014 Committees: • Audit and Risk • Corporate Governance & Responsibility | Major General Suzanne M. “Zan” Vautrinot, (USAF, Ret.) is president of Kilovolt Consulting, Inc., a cybersecurity strategy and technology consulting firm, and has served as president since October 2013. She has significant space systems experience. Before retiring in October 2013 after 31 years of service, Zan was a Major General in the United States Air Force and served as Commander, 24th Air Force, Air Forces Cyber and Air Force Network Operations, where she oversaw a multi-billion-dollar global cyber enterprise with 14,000 military personnel, civilians, and contractors and over 40 worldwide sites. She serves as a director on the boards of CSX Corp., Ecolab Inc., and Wells Fargo & Company. She was Awarded NACD Directorship 100 and was inducted into the National Academy of Engineering in 2017. Zan earned a bachelor-of-science degree from the United States Air Force Academy, a master-of-science degree from the University of Southern California and is a graduate of the Air Command and Staff and Air War Colleges and was a National Security Fellow at Harvard University. We believe that Ms. Vautrinot is qualified to serve on our Board of Directors due to her unique qualifications and skills, as further set forth in the Board Skills Matrix set forth in this Proxy Statement. |

  13. Class III Nominees

    | The Board of Directors recommends a vote FOR each of the Class III nominees. |

  14. CONTINUING DIRECTORS

    CONTINUING DIRECTORS The seven Directors whose terms will continue after the annual meeting and will expire at the 2026 annual meeting (Class I) or 2027 annual meeting (Class II) are listed below.

  15. CONTINUING DIRECTORS

    | Letitia A. Long (Class I) Age: 66 Director Since: 2020 Committees: • Audit and Risk • Corporate Governance & Responsibility | Letitia A. Long currently serves as chairwoman of the board of directors of the Intelligence and National Security Alliance (INSA). Ms. Long previously served as Director of the National Geospatial-Intelligence Agency from 2010-2014 and as Deputy Director of the Defense Intelligence Agency, Deputy Undersecretary of Defense Intelligence (Planning, Policy & Resources), and Deputy Director of Naval Intelligence for the Department of Defense. Ms. Long serves on the board of directors of T-Mobile U.S., and COPT Defense Properties and is a member of the National Geospatial-Intelligence (NGA) Advisory Board. Ms. Long is member of the Virginia Tech Board of Visitors and provides mentoring and advisory work for the government on space and special reconnaissance programs and has remote earth sensing and geospatial intelligence experience. Ms. Long previously served on the board of directors of Raytheon Company, now part of Raytheon Technologies, from 2015 until 2020 and chaired the Public Policy and Corporate Responsibility Committee. Ms. Long was awarded NACD Directorship 100 in 2020 and was elected to the Virginia Tech Academy of Engineering Excellence. She received her bachelor-of-science degree in electrical engineering from Virginia Polytechnic Institute and State University and her master-of-science degree in engineering from The Catholic University of America. |

  16. CONTINUING DIRECTORS

    | Harry T. McMahon (Class I) Age: 71 Director Since: 2018 Committees: • Audit and Risk • Compensation & Management Development | Harry T. McMahon spent 32 years in investment banking and has broad experience providing strategic and financial solutions for corporations and institutions worldwide. This includes leading teams on mergers and acquisitions and corporate finance advisory projects, many of which involved industries adjacent to Parsons Corporation, such as infrastructure, engineering, aerospace and defense, enterprise technology, and federal services. He previously served as co-head of Global Corporate Finance at Merrill Lynch and then as Executive Vice-Chairman of Bank of America. He currently serves as a director of Direct Relief, a global provider of humanitarian aid, and as a trustee of Claremont McKenna College, where he previously served as chairman of the board. He earned a bachelor-of-arts degree and honorary doctorate from Claremont McKenna College and a master-of-business administration from the University of Chicago Booth School of Business. |

  17. CONTINUING DIRECTORS

    | Carey A. Smith (Class I) Age: 61 Director Since: 2020 | Carey A. Smith was appointed Chair of the Board of Directors on January 18, 2022. She became President and Chief Executive Officer on July 1, 2021. Ms. Smith was initially appointed as President and Chief Operating Officer in November 2019, Chief Operating Officer in November 2018, and led Parsons’ Federal Solutions business from November 2016. Before joining Parsons, Ms. Smith served in progressive leadership roles at Honeywell International Inc. (“Honeywell”) from 2011 to 2016, including President of the Defense and Space business unit. In total, Ms. Smith has 39 years of industry experience spanning the defense, intelligence and infrastructure markets. Ms. Smtih, serves on the Edison International board of directors, including the Compensation and Executive Personnel and Safety and Operations Committees. She is a National Association of Corporate Directors (NACD) Directorship (NACD.DC) and Cyber Governance Certified. Ms. Smith received an honorary doctorate degree from Ohio Northern University, a master’s degree in electrical engineering from Syracuse University and a bachelor-of-science degree in electrical engineering from Ohio Northern University. She received the GovCon Executive of the Year Award in 2023 and Parsons received the GovCon Company of the Year Award in 2024. Ms. Smith was selected to serve on our board of directors because of the perspective and experience that she brings as our CEO and due to her significant industry and operations experience. |

  18. CONTINUING DIRECTORS

    | Mark K. Holdsworth (Class II) Age: 59 Director Since: 2006 Committees: • Corporate Governance & Responsibility • Compensation & Management Development | Mark K. Holdsworth is the founder and managing partner of The Holdsworth Group, LLC, a trusted capital partner, advisor and curator of alternative investments for family offices and corporations worldwide. From 1999-2018, Mr. Holdsworth was a Co-Founder, managing partner and an operating partner of Tennenbaum Capital Partners, LLC, a Los Angeles-based private multi-strategy investment firm that was acquired by BlackRock, Inc. in August 2018, and he was a managing director at BlackRock until April 2019. Additionally, Mr. Holdsworth is the chairman of the board of directors of RF Industries, Ltd. (NASDAQ: RFIL) He has over 25 years of board experience and specializes in active management oversight, strategy, M&A activity and complex financings, and assessing quality and performance in a wide variety of corporate sectors. He has also served as a board member or board chairperson of several public and private companies in a variety of industries. Mr. Holdsworth earned a bachelor-of-arts degree from Pomona College, a bachelor-of-science degree from the California Institute of Technology and a master-of-business administration degree from Harvard Business School. |

  19. CONTINUING DIRECTORS

    | Steven F. Leer (Class II) Age: 72 Director Since: 2013 Committees: • Audit and Risk • Compensation & Management Development | Steven F. Leer is the former chairman of the board of directors of Arch Coal, Inc., a position he held from 2006 to April 2014. Mr. Leer served as director of Arch Coal, Inc. and its predecessor company from 1992 to 2014 and as chief executive officer from 1992 to 2012. As CEO, Mr. Leer successfully managed numerous acquisitions and sales of public and private businesses and has experience with environmental agencies and regulators. In addition, he previously served on the boards of Norfolk Southern Corporation and Cenovus Energy. Mr. Leer is a former regent of the University of the Pacific, a former trustee of Washington University in St. Louis and previously served on the board of directors of USG Corporation. Mr. Leer earned a bachelor-of-science degree in electrical engineering from the University of the Pacific and a master-of-business administration degree from Washington University’s Olin School of Business. Mr. Leer was appointed the Lead Independent Director for Parsons effective April 14, 2022. |

  20. CONTINUING DIRECTORS

    | M. Christian Mitchell (Class II) Age: 70 Director Since: 2011 Committees: • Audit and Risk • Corporate Governance & Responsibility | M. Christian Mitchell has served on public and private company boards and has gained extensive experience addressing corporate governance and enterprise risk issues in large and complex professional services. Mr. Mitchell was a national managing partner of Deloitte & Touche LLP and previously served as regional managing partner for various practices with the firm, including assurance, enterprise risk services, and financial services. He was also a founding member of the board of directors of Deloitte Consulting. Mr. Mitchell currently serves as a director for Pacific Premier Bancorp, Inc. and AG Mortgage Investment Trust, Inc. and served on the national board of directors of the National Association of Corporate Directors from 2017 to 2019, when his three-year term expired. He is recognized by NACD as a Board Leadership Fellow and was named to the “100 Most Influential People in Corporate Governance” list by Directorship magazine in 2011 and 2012. Mr. Mitchell earned a bachelor-of-science degree in accounting, summa cum laude, from the University of Alabama. |

  21. CONTINUING DIRECTORS

    | David C. Wajsgras (Class II) Age: 65 Director Since: 2020 Committees: • Audit and Risk • Compensation & Management Development | David C. Wajsgras is the Chief Executive Officer of Intelstat, operator of the world’s first global satellite network and a leader in integrated satellite communications. Intelstat delivers critical broadband connectivity and content distribution that impacts and transforms businesses and communities in more than 200 countries. Mr. Wajsgras become CEO of Intelstat in 2022 and focuses on driving innovation and generating long-term value for the company’s stakeholders across the government, media, mobile network operators, commercial aviation and other mobility sectors. He joined Intelstat after two decades of providing operational, strategic, and financial leadership in both the commercial and defense industries. Previously, Mr. Wajsgras served as president of the Intelligence, Information and Services (IIS) business at the former Raytheon Company, now part of Raytheon Technologies (RTX). Mr. Wajsgras was named to Executive Mosaic’s Wash 100 list of top government contracting leaders for seven years and was also selected as WashingtonExec’s CEO of the year in 2023, Intel Industry Executive of the year in 2019 and Federal Computer Week’s Industry Eagle award winner in 2018. Mr. Wajsgras earned his bachelor-of-science degree in accounting from the University of Maryland and his master-of-business administration from American University. |

  22. CORPORATE GOVERNANCE AND GENERAL INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES

    CORPORATE GOVERNANCE AND GENERAL INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES

  23. Selection of Nominees for Election to the Board

    Selection of Nominees for Election to the Board Both the Corporate Governance and Responsibility Committee and the Board of Directors seek the talents and backgrounds that would be most helpful to Parsons in selecting nominees to the Board. In addition, our corporate governance guidelines provide that a director shall retire from our Board at the next annual meeting of stockholders after he or she has reached the age of 75.

  24. Process for Stockholders to Recommend Director Nominees

    Process for Stockholders to Recommend Director Nominees Stockholders wishing to nominate a candidate for director at an annual meeting must (a) provide Timely Notice (as defined in Section 2.04(ii) of the Company’s bylaws) to the Secretary of the Corporation, (b) provide the information, agreements and questionnaires with respect to such stockholder and its candidate for nomination as required to be set forth in the Company’s Amended and Restated Bylaws, and (c) provide any updates or supplements to such notice at the times and in the forms required by the Bylaws.

  25. Key 2024 Executive Compensation Decisions

    | 2024 Compensation Highlights | | • Annual Incentives Paid at 177% of Target for CEO and Other NEOs for Fiscal Year 2024. In March 2025, following the conclusion of the record-setting 2024 fiscal year, the Compensation and Management Development Committee determined that the achieved payout for our CEO and other NEOs, relative to the corporate financial goals and strategic goal for 2024 was 177% of target. • Long-Term Incentives Weighted Towards Performance-Based Awards. For 2024, long-term incentives were granted using a mix of time-based restricted stock units (“RSUs”) constituting 40% of total target value with a three-year ratable vesting schedule and performance stock units (“PSUs”) constituting 60% of total target value with a three-year cliff vest based 50% on cumulative adjusted EBITDA and 50% on cumulative revenue. The final PSU award payout is dependent on achievement of the performance criteria during the three-year performance cycle. The PSUs also incorporate a relative total shareholder return (“rTSR”) performance modifier. The rTSR modifier, may adjust the weighted average for financial performance between 75% and 125% based on Parsons’ percentile ranking for total shareholder return within a custom peer benchmark group over the three-year performance cycle. • Vesting of 2022-2024 Long-Term Incentive Performance Awards at 156%. For the 2022-2024 performance cycle, in March 2025, the Compensation and Management Development Committee determined performance relative to the financial performance goals for these awards for the three-year performance cycle ending December 31, 2024. Company achievement across the two financial metrics, cumulative contract awards and gross profit margin as sold, resulted in a weighted average performance achievement of 125% of the target awards. The weighted average performance achievement was then modified by the rTSR multiplier achievement of 125%, for a total achievement of 156%. The 2022-2024 PSU awards will be paid in shares to the NEOs in March 2025. |

  26. Key 2024 Executive Compensation Decisions

    | Key Changes We Are Making to the Executive Compensation Program for 2025 | | • Focus on Top Line Financial Goals in our CEO and Other NEOs Annual Incentive Bonus. For 2025, we are removing the non-financial strategic component of our annual incentive bonus for our CEO and NEOs'. As a result, the entirety of the annual incentive bonus will be measured on evenly weighted corporate financial goals, which will further enable collaboration and achievement of performance that drives shareholder value. |

  27. Key Executive Compensation Practices

    | Our Compensation Best Practices | | | What We Do: | What We Do Not Do: | | Appropriate Pay Mix and Maximum Payouts. We provide an appropriate balance of short-term and long-term compensation, with payouts based on the Company’s achievement of certain financial metrics and Company strategic performance objectives, with maximum payout caps for annual cash incentives and long-term performance awards. | No Hedging by Executives or Directors. Our Insider Trading Compliance Policy prohibits all employees, including our NEOs, and non-employee Directors, from hedging their Parsons common stock. | | Stock Ownership Guidelines. We maintain stock ownership guidelines applicable to both executive officers and non-employee Directors. | No Pledging by Executives or Directors. Our Insider Trading Compliance Policy prohibits our employees, including our NEOs, and non-employee Directors from pledging Parsons common stock as collateral for a loan. |

  28. Role of Compensation Consultant

    Role of Compensation Consultant Semler Brossy was retained by the Compensation and Management Development Committee to assist in developing our NEO compensation program for 2024. Semler Brossy provided analysis and perspectives on our compensation strategy and assisted the Compensation and Management Development Committee in modifying our compensation program for our NEOs to better achieve our objectives. As part of its duties, Semler Brossy performed the following projects for the Compensation and Management Development Committee in 2024: • provided compensation data for similarly situated NEOs and non-employee Directors at our peer group companies; • updated the Compensation and Management Development Committee on emerging trends and best practices in the area of executive compensation; • assisted in the development of a 2025 compensation peer group composed of public companies in similar industries with revenues comparable to us. Other than advising the Compensation and Management Development Committee as described above, Semler Brossy did not provide any services to Parsons in 2024. The Compensation and Management Development Committee has evaluated the independence of Semler Brossy pursuant to the requirements of the NYSE and the factors set forth in the SEC rules and determined that Semler Brossy are independent, and no conflict of interest has arisen as a result of the work performed by Semler Brossy during fiscal year 2024.

  29. Assessing Compensation Competitiveness

    Assessing Compensation Competitiveness The Compensation and Management Development Committee uses a combination of published and proprietary compensation survey data as reference sources in determining CEO and NEO compensation. In connection with its engagement with Semler Brossy in 2023, the Compensation and Management Development Committee directed Semler Brossy to develop a compensation peer group to assist in developing a compensation program for all our NEOs for 2024. Semler Brossy screened potential comparator companies from the engineering and construction, aerospace and defense, environmental and facilities services and research and consulting services industries, as companies from these industries are the most relevant competitors for our talent. We also considered the revenue and market capitalization of these companies and determined that a compensation peer group consisting of companies with levels both above and below our own levels was appropriate. Our Compensation and Management Development Committee believed that including companies with higher revenue than ours was appropriate due to our historical and recent growth rate. In July 2023, our Compensation and Management Development Committee reviewed and determined to remove Maxar Technologies and ManTech International Corporation from the 2024 peer group as a result of their acquisition. No other changes were made at the time, and the following companies were used as a reference source in its 2024 executive compensation deliberations:

  30. Assessing Compensation Competitiveness

    | Peer Group for Fiscal Year 2024 Executive Compensation Setting Purposes | | | AECOM | Mercury Systems | | Booz Allen Hamilton Holding Corporation | Science Applications International Corporation | | CACI International Inc | Stantec, Inc | | Jacobs Solutions Inc | Teledyne Technologies, Inc | | KBR, Inc | Tetra Tech, Inc | | Kratos Defense & Security Solutions, Inc | WSP Global, Inc | | Leidos Holdings, Inc | |

  31. Assessing Compensation Competitiveness

    Our Compensation and Management Development Committee also used published and proprietary compensation survey data provided by Radford McLagan, Pearl Meyer, and Willis Towers Watson to analyze the compensation practices of other companies within and outside our industry as a reference source, in addition to other relevant factors, in determining our executives’ compensation. Our Compensation and Management Development Committee applies its independent judgment to make compensation decisions and does not formally benchmark our executive compensation against any particular group of companies or use a formula to set our NEOs compensation in relation to this data. Survey data for a revenue range comparable to our Company is utilized, rather than data for specific companies participating in the surveys. Our objective was to obtain data from a broad spectrum of comparable companies for compensation comparison purposes. Following a review of the peer group by Semler Brossy in July 2024, the Compensation and Management Development Committee determined to remove Mercury Systems and add V2X, for 2025 executive compensation deliberations.

  32. Use of Comparative Market Data and Qualitative Factors

    Use of Comparative Market Data and Qualitative Factors Our Compensation and Management Development Committee reviews each component of executive compensation separately and also takes into consideration the value of each NEOs’ compensation package as a whole and its relative size in comparison to our other executive officers, with the goal to set all elements of compensation within a competitive range, using a balanced approach that does not use rigid percentiles to target pay levels, but instead makes its compensation decisions based on a variety of relevant factors. While the Compensation and Management Development Committee believes that information regarding the compensation practices at other companies is useful in assessing the competitiveness, reasonableness and appropriateness of individual executive compensation elements and of our overall executive compensation packages, this information is only one of several factors that our Compensation and Management Development Committee considers. Other factors that are considered include: Recruitment and retention: The Compensation and Management Development Committee reviews existing NEO compensation and retention levels relative to the competitive labor market pressures and likely estimated replacement cost with respect to the scope, responsibilities and skills required of the particular position. • Lack of directly comparable data for some of our key roles: Compensation data for some of our NEO roles may not be explicitly reported by companies in our compensation peer group or survey data, or there may not be direct matches for certain roles within our organization. This results in limited sample sizes and/or inconclusive data that can be misleading if targeting a specific percentile for market positioning. • Market positioning may be distorted by the source of the data: Certain elements of compensation reported from one source can be consistently higher or lower than the data collected from another, given differences in methods and samples used by each source to collect market data. Given this variability and volatility within the market data, the Compensation and Management Development Committee has determined that targeting pay levels at specific percentiles of this data could result in outcomes that do not align with the internal value and strategic importance of various roles at Parsons. • Relevant Qualitative Factors: A range of subjective and qualitative factors is considered, including: • The role the NEO plays and the importance of such individual’s contributions to our ability to execute on our business strategy and to achieve our strategic objectives; • Each executive officer’s tenure, skills, and experience; • The responsibilities and particular nature of the functions performed or managed by the NEO; • Our CEO’s recommendations and her assessment of each executive officer’s performance (other than her own performance), and with respect to the CEO’s performance, assessment by the Board; and Internal pay equity across the executive management team. We evaluate our pay philosophy and compensation programs as circumstances require. At a minimum, we review executive compensation annually. As part of this review process, we expect to apply our values and the objectives outlined above, while considering the compensation levels needed to ensure our executive compensation program remains competitive. We also review whether we are meeting our pay for performance, key employee retention and other executive compensation program objectives.

  33. Elements at a Glance

    | Element | Objective | Summary of Key Features | | | | • Payouts may range from 0% to 200% of target based on actual cumulative contract award and cumulative gross profit margin as sold performance achieved over the three-year performance cycle, with a maximum modified payout of 250% based on actual rTSR performance relative to a custom industry peer benchmark for the three-year performance cycle • Three-year cliff vesting at end of performance cycle • The final award payout depends on achievement of the performance criteria and the rTSR modifier at the end of the three years | | Long-Term Incentive: Time-Based RSUs | Rewards future performance and supports retention and succession planning | • 40% of total long-term incentive target value awarded takes the form of time-based RSUs • Provides the opportunity to earn a specified number of shares of Parsons common stock subject to the NEO’s continued employment for a specified period • Value of shares ultimately delivered to NEO tied to share price appreciation between grant and delivery date • Three-year ratable vesting period |

  34. Annual Cash Incentives

    Annual Cash Incentives We provide our NEOs with the opportunity to earn annual cash bonuses to encourage the achievement of corporate objectives and to reward those individuals who significantly impact our corporate results. The Compensation and Management Development Committee determines and approves our annual incentive bonus decisions. Under the fiscal 2024 Annual Incentive Plan for Management, or AIP, the annual incentive bonus of each NEO was entirely based on our performance against a mix of corporate financial goals (90% of overall target bonus opportunity) and a non-financial strategic goal (10% of overall target bonus opportunity). The annual incentive bonus is equal to the product of (1) a dollar amount representing the target amount that the executive officer may be paid as an annual incentive bonus payment (or the “Target Incentive Bonus”), multiplied by (2) a percentage representing the overall achievement of the target levels and their weightings for each of the performance measures for the fiscal year (or the “Performance Goal Achievement”). The Target Incentive Bonus, the performance measures and related target levels and weighting, and the method for determining the Performance Goal Achievement for each executive officer were determined by our Compensation and Management Development Committee, as applicable, after taking into consideration the recommendations of our CEO (for NEOs other than the CEO) at the time the performance measures and related target levels and weightings were determined for the executive officer. No payout would be made for goals that failed to meet the performance threshold. The performance threshold for financial goals was 80% of target, as described below. Payouts were capped at 200% of target. For purposes of the fiscal 2024 AIP, our Compensation and Management Development Committee selected revenue, adjusted EBITDA, awards, consolidated cash flow and a non-financial strategic goal as the five corporate performance measures most aligned with our ability to enhance long-term value creation.

  35. Annual Cash Incentives

    | Plan Metrics(1) | Metric Type | Weighting for NEOs | | Revenue | Corporate | 25.0% | | Adjusted EBITDA | Corporate | 25.0% | | Awards | Corporate | 20.0% | | Cash Flow | Corporate | 20.0% | | Strategic | Corporate | 10.0% |

  36. Annual Cash Incentives

    (1) For purposes of the fiscal 2024 AIP, Revenue represents GAAP revenue, less revenue from consolidated non-controlling interests (“NCI”). Adjusted EBITDA is earnings before interest, tax, depreciation, and amortization and the calculation is based on performance net operating income (“NOI”) plus depreciation expense. Awards represents GAAP awards booked into backlog and expected to be earned in the future during the period. Cash flow represents cash flow as reported in the Company’s GAAP financial statements as adjusted in the determination of NOI, as well as other non-P&L adjustments of a non-recurring, non-operating nature. The reconciliation of Non-GAAP to GAAP financials is provided in Appendix A. The final performance goal achievement under our AIP for the 2024 fiscal year for our NEOs was the sum of the performance achievement of each of the four corporate financial goals described above and the non-financial strategic goal. The level of achievement of each of the four corporate financial goals was determined as follows:

  37. Annual Cash Incentives

    | If the actual goal performance for the fiscal year was | Then the Performance Goal Achievement for the fiscal year was | | Greater than 120% of the target performance goal measure | 200% | | Greater than 100% but less than 120% of the target performance goal measure | 100% - 200%* | | Equal to the target performance goal measure | 100% | | 80% or greater but less than 100% of the target performance goal measure | 50% - 100%* | | Less than 80% of the target performance goal measure | 0% | | *Between these values determined on a straight-line basis | |

  38. Annual Cash Incentives

    For fiscal 2024, the target levels for the four corporate financial performance measures are set forth in the table below (in millions). The target goals for each of the financial metrics were established with consideration to our annual operating plan at the beginning of the year. Our Compensation and Management Development Committee believed that achieving the target levels for the four corporate financial performance measures would require a focused and consistent effort by our executive officers throughout fiscal 2024.

  39. Annual Cash Incentives

    | Plan Metrics | Metric Type | Metric Target (M) | Actual Results (M) | Performance Goal Achievement (%) | | Revenue | Corporate | $5,900.0 | $6,750.6 | 172.1% | | Adjusted EBITDA | Corporate | $525.0 | $605.0 | 176.1% | | Awards | Corporate | $6,000.0 | $7,039.3 | 186.6% | | Cash Flow | Corporate | $380.0 | $523.6 | 200.0% |

  40. Annual Cash Incentives

    The 2024 cash flow target was down from 2023 actual cash flow primarily due to the exceptional 2023 fourth quarter that accelerated approximately $30 million dollars in receipts from 2024. We targeted 100% cash conversion in 2024, which is an optimal target for our business type and particularly strong after a year with 120% cash conversion. As noted above, we achieved record levels of cash in fiscal 2024, and accordingly, the financial metric was earned at the maximum payout level. The 2024 performance was driven by non-recurring cash collections to include higher than expected program incentive fees, and a settlement on a program that had been in mediation and litigation for several years. In March 2025, after its review and evaluation of progress towards achieving our non-financial strategic goal, the Compensation and Management Development Committee determined non-financial strategic goal achievement of 130% resulting in a weighted 13.0% achievement factor for this portion of the NEOs annual incentive opportunity. In consideration of both the financial and non-financial strategic goal performance, the overall incentive payout for our NEOs was 177.38%. The following table provides information regarding the annual management incentive bonus awards earned by the NEOs for fiscal 2024:

  41. Annual Cash Incentives

    | Named Executive Officer | Target Bonus (% of Base Salary) | Target Bonus ($) | Financial Performance Achievement (weighted/avg) | Bonus ($) | | Carey A. Smith | 125% | $1,312,500 | 177.4% | $2,328,100 | | Matthew Ofilos | 90% | $540,000 | 177.4% | $957,900 | | Michael R. Kolloway | 75% | $399,885 | 177.4% | $709,400 | | Susan M. Balaguer | 75% | $351,806 | 177.4% | $624,100 |

  42. Long-Term Incentives

    Long-Term Incentives We use long-term incentive compensation to motivate and reward our executive officers for long-term corporate performance, thereby aligning the interests of our executive officers with those of our stockholders. Long-Term Incentives Awarded in 2024. We awarded the following long-term incentive awards to our NEOs, each of which are described in greater detail below: • Time-based restricted stock units, or RSUs, with three-year ratable vesting. • Performance-based restricted stock units, or PSUs, with three-year cliff vesting. Our CEO advises the Compensation and Management Development Committee with respect to which NEOs (other than the CEO) should receive long-term incentive awards, and provides information regarding each NEO’s duties, present and potential contributions to the Company and such other factors as the Compensation and Management Development Committee may deem relevant for determining participation in the plans and the size of an individual NEO’s awards. Each RSU and PSU represents a contingent right to receive one share of our common stock. Vested shares will be delivered to the recipient following each vesting date. The RSUs and PSUs granted in 2024 to our NEOs were granted under our 2019 Incentive Award Plan. In 2024, the targeted values of long-term incentive awards for our NEOs are set forth in the table below. Each NEO’s long-term incentive compensation target for 2024 was allocated 40% to RSUs and 60% to PSUs (at “target”).

  43. Long-Term Incentives

    | Named Executive Officer | PSU Target Award ($) | PSU Target Units (#) | RSU Target Award ($) | RSU Units (#) | 2024 Total Long-Term Incentive Target Award ($) | | Carey A. Smith | 3,600,000 | 52,310 | 2,400,000 | 34,873 | 6,000,000 | | Matthew Ofilos | 750,000 | 10,897 | 500,000 | 7,265 | 1,250,000 | | Michael R. Kolloway | 501,000 | 7,279 | 334,000 | 4,853 | 835,000 | | Susan M. Balaguer | 277,200 | 4,027 | 184,800 | 2,685 | 462,000 |

  44. Long-Term Incentives

    The RSUs granted to the NEOs in 2024 vest in three equal installments on each of March 9, 2025, 2026 and 2027, subject to the NEO’s continued service with the Company through each such vesting date, except as provided in the 2019 Incentive Award Plan or the applicable award agreement. In the case of a NEOs termination of service due to death or disability, a NEO will vest in a prorated portion of the RSUs scheduled to vest on the next annual vesting date, based on the portion of months that has elapsed since the previous annual vesting date (or if no annual vesting date has yet occurred, since the Grant Date) through the date of termination. In the event of Participant’s Termination of Service due to Retirement, Participant will immediately vest upon such Termination of Service in the total number of RSUs set forth in the Grant Notice. All of our NEOs change in control provisions require a double trigger for accelerated vesting of equity. In the event of a Change in Control where a Qualifying Termination Event occurs, the NEOs RSUs shall accelerate, vest and be settled in full immediately prior to such Change in Control. The PSUs granted in 2024 are earned upon the achievement of pre-established performance goals over a three-year performance cycle. Each year our Board approves the applicable performance criteria, including the level(s) of performance, upon which the PSUs payable will be determined in respect of a NEO’s PSU target award. The performance goals may be expressed in terms of overall Company financial results on an absolute or relative basis, such as, but not limited to, its results in relation to a budgeted target or industry benchmarks. The pre-established thresholds, targets, and maximums for these performance goals are not disclosed for competitive reasons. At the end of a performance cycle, the Compensation and Management Development Committee determines actual performance against the applicable performance goals and the resulting number of PSUs actually earned by a NEO. A NEO’s PSU target dollar value is converted into a number of PSUs on the date of grant based on the trailing 60-trading day weighted average up to and including the grant date. The three-year performance cycle for the PSUs granted in 2024 commenced on January 1, 2024, and will end on December 31, 2026. These PSUs are referred to as the “2024-2026 PSUs.” The performance goals for the 2024-2026 PSUs were divided equally between cumulative adjusted EBITDA and cumulative revenue, which the Compensation and Management Development Committee believed to be important metrics for driving performance and promoting alignment of the interests of our executive officers and our stockholders. The targets set for the 2024-2026 PSU performance goals were determined based on the Company’s business plan and are designed to be challenging yet attainable, with the opportunity for a maximum payout of 200% of the target PSUs in connection with performance achievement of 115% of target, or greater, for cumulative Adjusted EBITDA, and 115% of target, or greater, for cumulative revenue. Target performance relative to the performance goals will result in 100% of the PSUs vesting. Parsons must achieve threshold performance (90% of target for cumulative adjusted EBITDA and 90% of target for cumulative revenue for at least one of these two financial metrics for any PSUs to vest. The resulting number of PSUs after determining performance relative to the cumulative adjusted EBITDA and cumulative revenue that would be eligible to vest will then be multiplied by a multiplier (the "rTSR Multiplier") determined based on the Company's relative total shareholder return ("rTSR") percentile ranking within the custom “Peer Benchmark” (as defined below) for the 2024-2026 Performance Cycle as follows:

  45. Long-Term Incentives

    | rTSR Performance for the 2024-2026 Performance Cycle | rTSR Multiplier | | Company rTSR ranking of 75th percentile or above | 125% | | Company rTSR ranking of 50th percentile | 100% | | Company rTSR ranking of 25th percentile or below | 75% |

  46. Long-Term Incentives

    rTSR achievement between threshold and target and between target and maximum will be calculated as an interpolation between the potential payment results. The "Peer Benchmark" includes AECOM, Booz Allen Hamilton Holding Corporation, CACI International Inc, Jacobs Solutions Inc, Leidos Holding, Inc, Science Applications International Corporation, Stantec Inc, Tetra Tech Inc, and WSP Global Inc. The Peer Benchmark represents peers we benchmark financial performance against and is generally in line with most analysts’ models, which the Compensation and Management Development Committee believed to be appropriate for purposes of computing rTSR. The 60-trading day weighted average stock price preceding (and including) the first day and last day of the 2024-2026 performance cycle will be used to determine the Company's rTSR relative to the Peer Benchmark. Following the completion of the three-year performance cycle, the Compensation and Management Development Committee will determine the achievement percentage relative to the performance goals and rTSR for the performance cycle and determine the final achievement percentage for the PSUs. Except as provided in the 2019 Incentive Award Plan or the applicable award agreement, a recipient must be employed on the date of payout in order to be eligible to vest in the PSUs. In the event of a NEO’s termination of service due to retirement, defined as age 62 with 10 years of service, death or disability prior to the Payment Date, the NEO will remain eligible to vest in and receive a prorated portion of his or her PSUs for the portion of the three-year performance cycle that has elapsed prior to the date of the termination based on actual performance for the three-year cycle, with the PSUs vesting upon Compensation and Management Development Committee certification of performance following the performance cycle (or, if earlier, the date of a change in control). All of our NEOs change in control requires a double trigger for accelerated vesting of equity. The PSUs shall continue to be eligible for accelerated vesting provided that in the event of the NEOs Termination of Service without "cause" (and other than as a result of NEOs retirement, death or disability) upon or within twelve (12) months following the Change in Control, provided such termination occurs prior to the Payment Date, the NEO will vest in the Target PSUs on the date of such termination. In the event of a Change in Control prior to the Payment Date, where the NEO has a Qualifying Termination Event, the Target PSUs shall accelerate, vest and be settled in full immediately prior to such Change in Control.

  47. Vesting of 2022-2024 Long-Term Incentive Awards

    Vesting of 2022-2024 Long-Term Incentive Awards The 2022-2024 performance cycle performance goals were divided equally between cumulative contract award values and gross profit margin as sold, which the Compensation and Management Development Committee believed at the time of grant to be important metrics for driving performance and promoting alignment of the interests of our executive officers and our stockholders. The targets set for 2022-2024 performance goals were determined based on the business plan at the time of grant (and subsequently adjusted for M&A activity during the performance period using the adjusted operating plan inclusive of the acquired companies at the time of the close of the relevant deals), and were designed to be challenging yet attainable. The resulting number of PSUs from the cumulative contract award and gross profit margin as sold achievement was then modified by a rTSR Multiplier determined based on the Company's "rTSR" percentile ranking within the Peer Benchmark (as described above) for the 2022-2024 performance cycle, with the opportunity for a maximum multiplier of 125% of the initial eligible PSUs in connection with the Company’s rTSR ranking of 75th percentile or above, a target multiplier of 100% in connection with a ranking of 50th percentile, and a multiplier of 75% in connection with a ranking of 25th percentile or below. Achievement between threshold and target and between target and maximum was calculated as an interpolation between potential payout results. At least threshold performance was required for at least one of these two financial metrics for any amount to be paid under the PSUs. At threshold performance the NEO earned 50% of his or her PSU award, 100% at target performance and 200% upon achievement of the maximum goal. The threshold, target and maximum goals for the 2022-2024 cycle were:

  48. Vesting of 2022-2024 Long-Term Incentive Awards

    | Cumulative Contract Awards ($ billions) | Potential Payout %* | | <$13.00 | 0 | | $13.00 | 50% | | $13.59 | 75% | | $14.18 | 100% | | $14.48 | 125% | | $14.78 | 150% | | $15.08 | 175% | | ≥$15.38 | 200% | | *Between these values determined on a straight-line basis | |

  49. Vesting of 2022-2024 Long-Term Incentive Awards

    Results between threshold and target and target and maximum are determined by straight line interpolation.

  50. Vesting of 2022-2024 Long-Term Incentive Awards

    | Gross Profit Margin as Sold | Potential Payout %* | | <23.0% | 0 | | 23.0% | 50% | | 23.5% | 75% | | 24.0% | 100% | | 24.3% | 125% | | 24.5% | 150% | | 24.7% | 175% | | ≥25.0% | 200% | | *Between these values determined on a straight-line basis | |

  51. Vesting of 2022-2024 Long-Term Incentive Awards

    For the 2022-2024 performance cycle, in March 2025, the Compensation and Management Development Committee determined that our cumulative contract awards were $17.3 billion, and our gross profit margin as sold was 23.0%, resulting in a weighted average performance achievement for the total initial eligible PSU achievement at 125%. The 2019 Incentive Plan and the applicable award agreement permit the Compensation and Management Development Committee to make certain adjustments in the determination of performance achievement. The certified achievement of gross profit margin as sold of 23.0% reflects such adjustments to exclude certain contracts that were not contemplated at the time the goals were set and were not accretive to gross profit margin as sold but were accretive to the Corporations adjusted EBITDA margins. The Compensation and Management Development Committee believes that such contracts were in the best interest of the Corporation to pursue and determined to exclude such contracts as permitted by the Plan and the applicable award agreement. Absent such adjustment, gross profit margin as sold would have been below the pre-established threshold of 23.0%. The 2022-2024 rTSR percentile rank was determined to be 100% resulting in rTSR multiplier of 125%, for a resulting total payout of 156.25%. The 2022-2024 PSU awards will be paid in shares to the NEOs in March 2025. For information about the 2022-2024 PSU awards held by each of our NEOs, see the “Outstanding Long-Term Incentive Awards at Fiscal Year-End Table” below. As a reminder, PSU awards granted in fiscal years 2023 and 2024 do not contain the gross profit margin as sold metric and instead measure cumulative revenue and cumulative adjusted EBITDA, which the Compensation and Management Development Committee believe are better aligned with Parsons' strategy and focus on sustainable and profitable growth.

  52. One-Time CEO Award

    One-Time CEO Award As a reminder, on December 18, 2023, the Committee granted Ms. Smith a one-time equity award with a total target value of $10,000,000. A majority of the package was delivered in performance-based equity (60%) that cliff vests after a four-year performance period based on relative TSR schedule (as shown below) for the period from December 18, 2023 through December 17, 2027, subject to Ms. Smith’s continued service. The 60-trading day weighted average stock price preceding (and including) the first day and last day of the 2023-2027 performance cycle will be used to determine the total shareholder return for Parsons and the Peer Benchmark constituent companies. The remaining portion of the award was delivered in time-based equity (40%) and vests in equal annual installments over four years.

  53. Compensation Clawback Policy

    Compensation Clawback Policy Our Compensation Clawback Policy applies to our NEOs. Pursuant to this policy, the Compensation and Management Development Committee has the authority to seek: • Compensation paid, payable or awarded under the Company’s short- and long-term incentive compensation programs, including any discretionary bonuses, time and performance-based equity-based incentive awards (whether or not vested). • Shares or phantom units acquired upon vesting or lapse of restriction of any awards; shares or phantom units acquired upon exercise of options or appreciation rights; dividend equivalents paid on equity incentive awards. • Cash incentives. In the event of: • If the Company suffers, or could reasonably be expected to suffer, material financial damage as a result of any conduct by the NEO constituting fraud, material theft of Company assets, bribery, corruption, or other illegal acts, gross negligence, or willful misconduct involving the Company or its subsidiaries (“Detrimental Conduct’’). • A material restatement of the Company’s financial or operational results, as a result of the NEO’s Detrimental Conduct, but not including restatements caused by changes in accounting rules, reclassifications or similar retrospective changes that are not the result of Detrimental Conduct (a “Restatement”). The Compensation and Management Development Committee may recover under this policy the incentive compensation paid, awarded or acquired by the NEO within the three years preceding the date on which the Compensation and Management Development Committee determines circumstances triggering the right to clawback such compensation has occurred. Additionally, in the event of a restatement, the amount that may be recovered under this policy will be limited to the excess of the amount of any incentive compensation actually paid, vested or awarded, and the amount of any such incentive compensation that would have been paid, vested or awarded had the financial or operational results been properly reported. Any clawback under this policy may, in the discretion of the Compensation and Management Development Committee, be accomplished through (1) the reduction, forfeiture or cancellation of awards whether or not vested or deferred, (2) requiring the repayment to the Company of any gain realized or payment received upon the exercise or payment of the award valued as of the date of exercise or payment, (3) adjusting future incentive compensation opportunities, or (4) such other manner as the Compensation and Management Development Committee, in its discretion, determines to be appropriate. The Company’s right of clawback under this Policy is in addition to any other remedy available to it, including, but not limited to, termination of employment, the initiation of civil or criminal proceedings, and any right to repayment under the Sarbanes-Oxley Act of 2002, and any other applicable law. Additionally, Parsons Dodd-Frank Compliant Compensation Clawback Policy requires recoupment of incentive compensation erroneously paid to our executive officers if amounts were based on material noncompliance with any financial reporting requirement that causes an accounting restatement, without regard to any fault or misconduct.

  54. Timing of Equity Awards

    Timing of Equity Awards Annual grants of equity awards are generally decided during the Compensation and Management Development Committee meetings held in February and/or March, with the grants becoming effective on the date of the meeting when they are approved. This ensures the grants are issued after the release of the previous fiscal year’s earnings information, when the public is aware of the information and the information is reflected in the stock price used to value the awards. The Compensation and Management Development Committee does not time awards of equity grants to influence the value of compensation in any way. Executive officers do not influence the selection of grant dates. Special grants approved by the Committee are effective either on a specified future date (such as a hire date, promotion date, or monthly grant date), or on the approval date. For approvals made by written consent, the grant date cannot precede the date when all Committee members approvals have been received. Occasionally, special circumstances may lead the Compensation and Management Development Committee to issue annual equity awards outside the usual February or March timeline. In these cases, the Committee maintains its policy of not timing equity grants to exploit material non-public information or to impact the value of compensation either positively or negatively.

  55. Compensation-Related Risk

    Compensation-Related Risk Our Compensation and Management Development Committee is responsible for the oversight of our risk profile, including compensation-related risks. Our Compensation and Management Development Committee monitors our compensation policies and practices as applied to our employees to ensure that these policies and practices do not encourage excessive and unnecessary risk-taking, and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us. The compensation policies and practices in place that mitigate unnecessary risk include: • An appropriate compensation mix that is designed to balance fixed and variable pay and emphasize both short-term and long-term performance. • A substantial portion of incentive compensation for top level executives is associated with our long-term performance. This discourages short-term risk taking. • Multi-year vesting provisions (3-year cliff for performance awards and 3 year ratable for time-based awards) for all equity awards granted under our long-term incentive plans, other than the one-time award to Ms. Smith in December 2023 which has a 4-year cliff for the performance award and 4 year ratable for the time-based award. Financial performance measures used for incentive plans covering colleagues at all levels of the Company include a balanced mix of financial metrics that are in-line with operating and strategic plans. Certain, but not all, of the short- and long-term incentive metrics overlap; where applicable, different measurement periods are used (i.e., 1- and 3-years), which provides a balance and reduces the opportunity to take undue risks to meet a single goal. A significant portion of annual and long-term incentive payments are based on Company and business profitability, ensuring a correlation between pay and performance. • Financial targets are appropriately set, and if not achieved, result in a reduction of compensation. Assuming at least threshold performance is achieved, our incentive plans generally result in some payouts at levels below target, rather than an “all-or-nothing” approach. • Executive and broad-based incentive plans cap the maximum award payable to any individual. • The Compensation and Management Development Committee considers information from peer group companies to provide a reference for compensation design, thereby avoiding unusually high pay opportunities relative to the Company’s peers. • Incentive payments are subject to clawback in the event of certain conduct and/or the result of a material restatement of our financial results, under the Parsons Clawback Policy and the Parsons Dodd-Frank Compliant Compensation Clawback Policy.

  56. Summary Compensation Table

    Summary Compensation Table The following table presents summary information regarding the total compensation awarded to, earned by, or paid to each of our NEOs for services rendered in all capacities for fiscal 2024.

  57. Summary Compensation Table

    | SUMMARY COMPENSATION TABLE | | | | | | | | | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Carey A. Smith | 2024 | 1,028,846 | 7,532,264 | 2,328,100 | 25,188 | 99,461 | $11,013,860 | | Chair, President & | 2023 | 976,923 | 15,215,909 | 2,290,200 | 18,822 | 95,041 | $18,596,895 | | Chief Executive Officer | 2022 | 899,999 | 4,730,700 | 1,237,200 | 8,192 | 97,714 | $6,973,806 | | Matthew Ofilos | 2024 | 576,044 | 1,569,122 | 957,900 | 2,297 | 59,485 | $3,164,848 | | Chief Financial Officer | 2023 | 535,601 | 1,151,618 | 846,300 | 832 | 53,068 | $2,587,420 | | | 2022 | 432,692 | 1,671,553 | 397,100 | — | 44,047 | $2,545,391 | | Michael R. Kolloway | 2024 | 526,610 | 1,048,154 | 709,400 | 10,466 | 79,779 | $2,374,409 | | Chief Legal Officer & | 2023 | 514,413 | 1,001,864 | 711,400 | 8,330 | 78,503 | $2,314,509 | | Secretary | 2022 | 505,769 | 901,036 | 420,700 | 3,851 | 78,827 | $1,910,184 | | Susan M. Balaguer | 2024 | 460,528 | 579,888 | 624,100 | 1,581 | 59,749 | $1,725,845 | | Chief Human Resources Officer | 2023 | 439,832 | 464,775 | 616,900 | 764 | 57,547 | $1,579,817 | | | 2022 | 422,212 | 981,197 | 352,600 | — | 46,887 | $1,802,895 |

  58. Summary Compensation Table

    (1) This column represents the aggregate grant date fair value, calculated in accordance with FASB ASC Topic 718, of RSUs and PSUs granted. Amounts do not correspond to the actual value that will be realized by the NEOs. The grant date fair value as calculated under FASB ASC Topic 718 of the RSUs is determined by multiplying our share price on the date of grant by the number of shares subject to the award. With respect to the PSUs, the grant date fair value is based on the estimated probable outcome of the performance objectives applicable to such awards on the grant date, which was determined to be 100% of target levels in 2024, 100% of target levels in 2023 and 100% of target levels in 2022. The grant date fair value of PSUs granted in 2024 assuming achievement at maximum levels (200% of target levels and 125% rTSR multiplier) is as follows: $11,808,983 for Ms. Smith, $2,459,998 for Mr. Ofilos, $1,643,234 for Mr. Kolloway, and $909,095 for Ms. Balaguer. The grant date fair value of the PSUs granted in 2023 assuming achievement at maximum levels (200% of target levels and 125% rTSR multiplier, and 150% rTSR Multiplier) for Ms. Smith is as follows: $8,423,447 for the February grant and $8,300,229 for the December grant. The grant date fair value of the PSUs granted in 2022 assuming achievement at maximum levels (200% of target levels and 125% rTSR multiplier) is as follows: $7,301,891 for Ms. Smith, $1,390,796 for Mr. Kolloway, and $742,270 for Ms. Balaguer. The grant date fair value of the PSUs granted in 2022 assuming achievement at maximum levels (200% of target levels and 125% rTSR multiplier) for Mr. Ofilos is as follows: $225,977 for the March grant and $1,522,176 for the August grant. The grant date fair value of the PSUs granted in 2021 assuming achievement at maximum levels (200% of target levels and 125% rTSR multiplier) is as follows: $1,171,263 for Mr. Kolloway. For additional information on the valuation assumptions used in the calculation of these amounts, refer to note 6 to the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC. (2) Non-equity incentive plan awards consist of annual incentive awards payable under the Company’s AIP. For more information about the Company’s AIP, please see “Compensation Discussion and Analysis — Annual Cash Incentives” above. Represents earnings under the Company’s non-qualified deferred compensation plans for the applicable fiscal year. The table below describes the elements included in All Other Compensation:

  59. Summary Compensation Table

    | ALL OTHER COMPENSATION TABLE | | | | | | | | | | | | Employer Contributions Under Defined Contribution Plans | | | | | | | | Name | Life Insurance ($) | Employer 2024 ERP Contribution ($) | Employer 2024 ESOP Contribution ($) | Employer 401(k) Match ($) | Executive Physical ($) | Financial Planning ($) | Charitable Matching Contribution ($) | Total ($) | | Carey A. Smith | 1,520 | 54,708 | 27,600 | 6,900 | 3,733 | — | 5,000 | 99,461 | | Matthew Ofilos | 1,120 | 18,484 | 27,600 | 6,900 | 2,594 | — | 2,788 | 59,485 | | Michael R. Kolloway | 25,750 | 14,529 | 27,600 | 6,900 | — | — | 5,000 | 79,779 | | Susan M. Balaguer | 2,010 | 9,242 | 27,600 | 6,900 | 3,996 | 5,000 | 5,000 | 59,749 |

  60. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table presents, for each of the NEOs, information concerning each award granted during fiscal 2024. This information supplements the information about these awards set forth in “—Summary Compensation Table.”

  61. Grants of Plan-Based Awards Table

    | GRANTS OF PLAN-BASED AWARDS TABLE | | | | | | | | | | | | | | | Estimated Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | Named Executive Officer | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Market Value of Stock Awards ($)(4) | | Carey A. | AIP | 1/15/2024 | 656,250 | 1,312,500 | 2,625,000 | | | | | | | Smith | PSU | 2/26/2024 | | | | 26,155 | 52,310 | 130,775 | | 4,723,593 | | | RSU | 2/26/2024 | | | | | | | 34,873 | 2,808,671 | | Matthew | AIP | 1/15/2024 | 270,000 | 540,000 | 1,080,000 | | | | | | | Ofilos | PSU | 2/26/2024 | | | | 5,449 | 10,897 | 27,243 | | 983,999 | | | RSU | 2/26/2024 | | | | | | | 7,265 | 585,123 | | Michael R. | AIP | 1/15/2024 | 199,943 | 399,885 | 799,770 | | | | | | | Kolloway | PSU | 2/26/2024 | | | | 3,640 | 7,279 | 18,198 | | 657,294 | | | RSU | 2/26/2024 | | | | | | | 4,853 | 390,861 | | Susan M. | AIP | 1/15/2024 | 175,903 | 351,806 | 703,611 | | | | | | | Balaguer | PSU | 2/26/2024 | | | | 2,014 | 4,027 | 10,068 | | 363,638 | | | RSU | 2/26/2024 | | | | | | | 2,685 | 216,250 |

  62. Grants of Plan-Based Awards Table

    (1) Non-equity incentive plan awards consist of annual incentive awards payable under the Company’s AIP. For more information about the Company’s AIP, please see “Compensation Discussion and Analysis — Annual Cash Incentives” above. (2) Represents the number of units subject to the 2024-2026 PSU awards. The 2024-2026 PSUs are eligible to vest based on the achievement of performance goals over the three-year performance cycle ending December 31, 2026; 50% is based on achievement of cumulative adjusted EBITDA and 50% is based on achievement of cumulative revenue through December 31, 2026 and continued employment through the date of payout, which will be no later than March, 2027. Payouts may range from 0% to 200% of target based on actual cumulative adjusted EBITDA and cumulative revenue performance achieved over the three-year performance cycle, with a maximum modified payout of 250% based on actual rTSR performance relative to a custom industry peer benchmark for the three-year performance cycle. For more information about the accelerated vesting of these PSUs, see “Compensation Discussion and Analysis — Long-Term Incentives” above. (3) The RSUs granted on February 26, 2024 vest in three equal installments on March 9, 2025, 2026 and 2027, subject to the NEO’s continued service with the Company through each such date. For more information about the accelerated vesting of these RSUs, see “Compensation Discussion and Analysis — Long-Term Incentives” above. The grant date fair value of stock awards amounts was calculated in accordance with FASB ASC Topic 718. The grant date fair value as calculated under FASB ASC Topic 718 of the RSUs is determined by multiplying our share price on the date of grant by the number of shares subject to the award. With respect to the PSUs, the grant date fair value is based on the estimated probable outcome of the performance objectives applicable to such awards on the grant date, which was determined to be 100% of target levels. For additional information on the valuation assumptions used in the calculation of these amounts, refer to note 6 to the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC.

  63. Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation

    Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Parsons Executive Restoration Plan (“ERP”): The ERP provides a vehicle to restore qualified plan benefits that are reduced because of limitations on compensation imposed under the Code under the ESOP and the 401(k) plan. The amount credited to a NEO under the ERP is equal to a percentage of the NEO’s eligible compensation under the ESOP based on the total percentage of compensation that we contribute to the ESOP. NEOs vest in their ERP accounts in accordance with the same vesting schedule as the ESOP. Vested ERP account balances are paid in cash in a lump sum upon a NEO’s termination of employment, or, if so elected by the NEO, upon a change in control or substantial financial hardship. The ERP will earn an annual rate of interest on the ERP funds equal to the average of prime rates made available to preferred borrowers by Bank of America, N.T. & S.A., Los Angeles Branch (or any successor thereto) determined as of the first working day of each calendar month prior to the complete distribution of an ERP account.

  64. Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation

    | NONQUALIFIED DEFERRED COMPENSATION TABLE | | | | | | Named Executive Officer | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Carey A. Smith | | | | | | Executive Restoration Plan | 54,708 | 25,188 | — | 381,440 | | Matthew Ofilos | | | | | | Executive Restoration Plan | 18,484 | 2,297 | — | 48,276 | | Michael R. Kolloway | | | | | | Executive Restoration Plan | 14,529 | 10,466 | — | 150,289 | | Susan M. Balaguer | | | | | | Executive Restoration Plan | 9,242 | 1,581 | — | 29,751 |

  65. Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation

    Employer contributions are reported as “All Other Compensation” for 2024 in the Summary Compensation Table above.

  66. 2024 CEO Pay Ratio

    2024 CEO Pay Ratio We are providing the following information regarding the relationship of the annual total compensation of our median employee to the annual total compensation of our CEO (in each case, the annual total compensation was calculated in accordance with SEC rules applicable to the Summary Compensation Table above). The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2024: • Our median employee’s annual total compensation was $113,677. • Our CEO’s annual total compensation, as reported in the Summary Compensation Table, was $11,013,860. • Based on this information, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee is 97 to 1. Pay Ratio Methodology SEC rules allow us to select a methodology for identifying our median employee in a manner that is most appropriate based on our size, organizational structure and compensation plans, policies and procedures, and allow us to identify our median employee once every three years unless there has been a change in our employee population or employee compensation arrangements that we reasonably believe would result in significant change in our pay ratio disclosure. We used the same median employee for 2023 and 2024, after considering the changes to our employee population and compensation programs during 2023 and 2024, as well as the 2023 and 2024 compensation of the median employee. We selected December 31, 2023 as the date on which to determine our median employee. As of that date, we had 18,313 employees, with 10,636 employees based in the United States and 7,677 employees located outside of the United States. The pay ratio disclosure rules provide an exemption for companies to exclude non-U.S. employees from the median employee calculation if non-U.S. employees in a particular jurisdiction account for five percent (5%) or less of the Company’s total number of employees. We applied this de minimis exemption when identifying the median employee by excluding employees in 5 countries: 4 employees in Denmark, 20 employees in France, 9 employees in Germany, 2 in Hong Kong, and 15 employees in the United Kingdom. After taking into account the de minimis exemption, 10,636 employees based in the United States and 7,627 employees located outside of the United States were considered for purposes of identifying the median employee. For purposes of identifying the median employee from our employee population base, we considered base salary for 2024, including overtime, as compiled from our payroll records. We selected base salary as this information is readily available in each country. In addition, we measured compensation for purposes of determining the median employee using the year-to-date period ended December 31, 2024 and annualized for all regular employees who were employed on December 31, 2024 but did not work for us for all of 2024. Compensation paid in foreign currencies was converted to U.S. dollars based on exchange rates in effect on December 31, 2024. Ms. Smith’s 2024 annual total compensation calculated herein of $11,013,860 includes her annual base salary, annual incentive plan payout, long term incentive awards, and all other compensation as reported in the ‘All Other Compensation’ table in this proxy statement.

  67. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Payments and benefits that would be provided to each NEO in addition to those received by all employees (such as payout of 401(k) balances and paid time off) as a result of certain termination events are set forth in the table below. The amounts shown assume a qualifying termination of employment effective as of the last day of our fiscal year ended December 31, 2024. Corporate Vice President Severance Plan Each NEO currently employed by the Company is an eligible employee under Parsons Corporate Vice President Severance Plan (the "Severance Plan"). The Severance Plan provides that, upon the termination of employment of an eligible employee by the Company other than for Performance (as defined in the Severance Plan) or due to death or disability (other than a termination in connection with a change in control of the Company), in addition to the payment of accrued obligations, the eligible employee will receive the following compensation and benefits: (i) a lump sum payment equal to four and a half (4.5) times the eligible employee's base monthly salary (for a regular full-time eligible employee, shall be determined by using the employee’s full, regular base salary rate on his or her termination date, and for a regular part-time eligible employee, shall be determined by using the employee’s average monthly regular base salary rate over the 12-month period immediately preceding his or her termination date); and (ii) the Company shall pay, on behalf of the eligible employee, four (4) months of COBRA premiums for medical, dental and vision care coverage. The receipt of the foregoing severance payments and benefits will be subject to the eligible employee's execution of a separation and release agreement that contains customary restrictive covenants, including obligations with respect to non-compete, non-solicitation and confidentiality. Change in Control Agreements The NEOs are eligible to receive certain severance payments and benefits in connection with various circumstances in connection with a change in control of the Company. The potential severance payments and benefits payable to the NEOs in the event of termination of employment in place as of fiscal year end are described below and were determined pursuant to the terms of their individual change in control and severance agreements, as applicable. The CIC Agreements provide severance protections to the NEOs in the event of a resignation by the executive for “Good Reason” or a termination by Parsons without “Cause” (as each such term is defined below) within eighteen months following a change in control or if any successor company fails to assume the CIC Agreement or repudiates or breaches any provision of the CIC Agreement within such eighteen month period (any such event, a “Qualifying Event”). Under the CIC Agreements, if a Qualifying Event occurs, the executive is eligible to receive the following severance payments and benefits, subject to his or her written notice to the Company of such Qualifying Event, his or her execution of an effective release of claims in favor of the Company and continued compliance with his or her restrictive covenants. Such payments are payable in a lump sum no later than two and a half months following the Qualifying Event, subject to any delays imposed by Section 409A of the Code: a pro rata portion (based on number of days that elapsed in the calendar year before the Qualifying Event occurred) of the greater of (1) the executive’s target annual bonus for the year of the Qualifying Event or (2) the executive’s annual bonus that would have been paid (as determined by the Board of Directors in its discretion) assuming the year ended on the date of the Qualifying Event and based on actual performance through that date; • an amount equal to the highest rate of the executive’s annualized base salary in effect at any time up to and including the Qualifying Event multiplied by two. • an amount equal to the greater of (1) the executive’s target annual bonus for the year of the Qualifying Event or (2) the average of the annual bonuses actually paid to the executive for the two years preceding the year of the Qualifying Event, multiplied by two; and • a non-discounted cash lump sum amount equal to the sum of the following: (1) the Company’s estimate of the costs for the executive’s medical insurance coverage at the level and a cost to the executive comparable to that provided to the executive immediately prior to the Qualifying Event for a period of two years, following such Qualifying Event (which, in the Company’s discretion, may be based on the applicable COBRA rates); (2) the Company’s estimate of the costs for the continuation of that level of the executive’s life insurance coverage that is in effect immediately prior to the Qualifying Event, for a period of two years, following such Qualifying Event, or, if shorter, the period ending on the last day of the level premium rate guarantee period established by the applicable insurer for such coverage; and (3) the Company’s estimate of the cost for the continuation of the executive’s executive supplemental disability coverage under the Company’s supplemental disability insurance plan in effect immediately prior to the Qualifying Event for a period of two years, following such Qualifying Event (or the date the executive attains age 65, if earlier), but the cash payment in this clause (3) will only be paid if the terms of the applicable insurance policy under such disability insurance plan provide that the coverage may be continued following the Qualifying Event and such costs to be estimated using the extent of the coverage allowed under the terms such policy at a cost to the Company that is no greater than the cost borne by the Company immediately prior to the Qualifying Event. For purposes of the CIC Agreements, a “change in control” has the same definition as is given to such term in our 2019 Incentive Award Plan. For purposes of the CIC Agreements, (1) “Cause” means the executive’s (a) commission of fraud or embezzlement in connection with Parsons; (b) conviction of, or pleading guilty or nolo contendere to, a felony involving fraud, dishonesty or moral turpitude; or (c) willful and continued failure to substantially perform material duties which is not remedied in a reasonable period of time after written demand for substantial performances is delivered by the Board; or d) material violation of the Company’s Code of Conduct and (2) “Good Reason” means, without the Executive’s express written consent, the occurrence

  68. Potential Payments upon Termination or Change in Control

    of any one or more of the following, unless the action or failure giving rise to such occurrence is withdrawn, reversed or cured by the Company within thirty (30) days of the date of such event’s occurrence: (a) material reduction in the nature or status of the Executive’s authorities, duties, and/or responsibilities (when such authorities, duties, and/or responsibilities are viewed in the aggregate) from their level in effect on the day immediately prior to the start of the Protected Period; (b) a reduction by the Company of the Executive’s Base Salary as in effect on the day immediately prior to the start of the Protected Period; (c) material reduction by the Company of the Executive’s aggregate welfare benefits and/or the value of the incentive programs provided under the Company’s management incentive and/or other short and/or long-term incentive programs, as such benefits and opportunities exist on the day immediately prior to the start of the Protected Period.; (d) relocation of the Executive’s principal office by the Company more than fifty (50) miles from the location of the Executive’s principal office immediately prior to the start of the Protected Period; (e) any purported termination of the executive without satisfying the notice requirements in the CIC Agreement; and (f) Parsons’ failure to obtain agreement from any successor entity to assume and perform its obligations under the CIC Agreement. The CIC Agreements provide that in the event that any payments would subject the NEO to the excise taxes applicable under Section 4999 of the Code by reason of being a parachute payment under Section 280G of the Code, then if it would cause a better net-after tax result, the amount of such payments will be reduced so that no excise tax would apply. Additionally, our long-term incentive awards are eligible for accelerated vesting under certain circumstances. For a discussion of the accelerated vested terms of these awards, please see “Compensation Discussion and Analysis – Long-Term Incentive Awards” above.

  69. Potential Payments upon Termination or Change in Control Table

    Potential Payments upon Termination or Change in Control Table The following table sets forth the estimated payments that would be received by the NEOs in four different scenarios – (1) a termination of employment without cause or following a resignation for good reason (involuntary termination) apart from a change in control, (2) a NEO’s retirement, (3) a NEO’s death or disability, and (4) an involuntary termination in connection with a change in control in the circumstances contemplated by the CIC Agreements described above. The table below reflects amounts payable to the NEOs assuming their employment was terminated on December 31, 2024 and, if applicable, a change in control of our Company also occurred on that date and therefore includes only long-term incentive awards outstanding on that date. For purposes of estimating the value of accelerated long-term incentive awards to be received in the event of a termination of employment or change in control, we have assumed a price per share of our common stock of $92.25, which represents the closing market price of our common stock as reported on the NYSE on December 31, 2024. Each of the NEOs are participants in the deferred compensation plans described above under “—Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation” and the ESOP. For more information about payments payable to the NEOs under these deferred compensation plans or the ESOP upon a termination of employment or a change in control, please see “—Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation” above and “—Employee Stock Ownership Plan” below.

  70. Potential Payments upon Termination or Change in Control Table

    | Name | Involuntary Termination without a Change in Control ($) | Retirement ($)(1) | Death or Disability ($)(2) | Involuntary Termination in Connection with Change in Control ($) | | Carey A. Smith | | | | | | AIP Payout (3) | 2,328,100 | 2,328,100 | 2,328,100 | 2,328,100 | | Cash Severance (4) | 393,750 | — | — | 4,725,000 | | Benefits (5) | 10,737 | — | — | 64,424 | | Long-Term Incentive Award Acceleration | — | 20,910,584 | 19,253,738 | 40,197,200 | | Matthew Ofilos | | | | | | AIP Payout (3) | 957,900 | 957,900 | 957,900 | 957,900 | | Cash Severance (4) | 225,000 | — | — | 2,280,000 | | Benefits (5) | 10,421 | — | — | 62,526 | | Long-Term Incentive Award Acceleration (6) | 1,180,800 | 4,182,984 | 4,172,929 | 6,489,972 | | Michael R. Kolloway | | | | | | AIP Payout (3) | 709,400 | 709,400 | 709,400 | 709,400 | | Cash Severance (4) | 199,943 | — | — | 1,866,130 | | Benefits (5) | 16,069 | — | — | 96,412 | | Long-Term Incentive Award Acceleration | — | 3,668,321 | 2,985,641 | 4,512,686 | | Susan M. Balaguer | | | | | | AIP Payout (3) | 624,100 | 624,100 | 624,100 | 624,100 | | Cash Severance (4) | 175,903 | — | — | 1,641,759 | | Benefits (5) | 670 | — | — | 4,020 | | Long-Term Incentive Award Acceleration | — | 2,877,677 | 2,223,315 | 3,309,377 |

  71. Potential Payments upon Termination or Change in Control Table

    Upon a NEO’s retirement, each NEO will remain eligible to vest in a prorated portion of all outstanding PSU awards for uncompleted performance cycles based on actual performance for the performance cycle. We have also assumed performance at “target” levels for the relevant performance cycle for outstanding PSU awards for purposes of calculating the amount set forth in this column. For purposes of this column, the value of the PSU awards that relate to the three-year performance cycle that ended on December 31, 2024 are reflected at “target” levels. (2) Upon a NEO’s death or disability, each NEO will (a) vest in a prorated portion of all outstanding RSU awards scheduled to vest on the next occurring annual vesting date based on the portion of the twelve-month period preceding such annual vesting date that has elapsed through the date of termination, and (b) remain eligible to vest in a prorated portion of all outstanding PSU awards for uncompleted performance cycles based on actual performance for the performance cycle. We have also assumed performance at “target” levels for the relevant performance cycle for outstanding PSU awards for purposes of calculating the amount set forth in this column. For purposes of this column, the value of the PSU awards that relate to the three-year performance cycle that ended on December 31, 2024 are reflected at “target” levels. Under our AIP, in the event an NEO’s employment is terminated other than for poor performance or misconduct, or as result of his or her retirement, death or disability, and other than as a result of a change in control, on December 31, he or she will be eligible to receive his or her annual incentive bonus for the applicable year, payable when annual bonuses are paid to employees generally. We have reflected the amounts that would have been paid upon retirement for all NEOs on December 31, 2024 had they been so eligible. Upon involuntary termination in connection with a change in control, the NEO’s annual bonus for 2024 (the full amount of which has been included in respect of the pro-rated target bonus component given the termination is assumed to have occurred on December 31, 2024 for purposes of this table) would be payable. Represents the sum of (a) the NEO’s base salary plus the NEO’s target annual bonus for 2024 multiplied by (i) two for the NEOs. Each NEO’s target annual bonus for 2024 was used for purposes of the severance calculations related to his or her bonus amounts for purposes of this table. These amounts are payable in a lump sum. Represents the amount payable to the NEO under the CIC Agreements in respect of continued medical, life and supplemental disability coverage for (a) two years for the NEOs. This amount is payable in a lump sum and subject to the conditions set forth in the CIC Agreements, as described above. (6) Additional detail on the termination provisions underlying the one-time retention award can be found in our proxy statement filed with the SEC on March 6, 2023.

  72. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth additional compensation information of our Chief Executive Officer (CEO) and our other NEOs along with our total shareholder return, the total shareholder return of the peer group identified below, our net income, and revenue, our company selected measure, for our fiscal years ending in 2020, 2021, 2022, 2023 and 2024:

  73. Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | (in thousands) | | | Year (1) | Summary Compensation Table Total for CEO#1 | Compensation Actually Paid to CEO#1 (2)(3) | Summary Compensation Table Total for CEO#2 | Compensation Actually Paid to CEO#2 (2)(3) | Average Summary Compensation Table Total for Other NEOs | Average Compensation Actually Paid to Other NEOs (2)(3) | Total Shareholder Return (9) | Peer Group Total Shareholder Return (9) | Net income | Revenue | | 2024 | 11,013,860 | 25,820,865 (4) | | | 2,421,701 | 3,855,899 (4) | 223.45 | 189.71 | 235,053 | 6,750,576 | | 2023 | 18,596,895 | 25,548,246 (5) | | | 2,160,582 | 3,296,957 (5) | 151.91 | 165.65 | 161,149 | 5,442,749 | | 2022 | 6,973,806 | 10,626,325 (6) | | | 1,945,846 | 3,331,189 (6) | 112.04 | 142.59 | 96,664 | 4,195,272 | | 2021 | 5,348,118 | 4,077,659 (7) | 7,119,599 | 3,822,001 (7) | 1,498,734 | 864,158 (7) | 81.52 | 139.03 | 64,072 | 3,660,771 | | 2020 | | | 8,231,959 | 2,601,283 (8) | 2,507,932 | 1,676,265 (8) | 88.20 | 115.30 | 98,541 | 3,918,946 |

  74. Pay Versus Performance Table

    (1) NEOs included in the above compensation columns reflect the following:

  75. Pay Versus Performance Table

    | Year | CEO#1 | CEO#2 | Other NEOs | | 2024 | Carey A. Smith | | Susan M. Balaguer, Michael R. Kolloway and Matthew Ofilos | | 2023 | Carey A. Smith | | Susan M. Balaguer, Michael R. Kolloway and Matthew Ofilos | | 2022 | Carey A. Smith | | Susan M. Balaguer, George L. Ball, Charles L. Harrington, Michael R. Kolloway and Matthew Ofilos | | 2021 | Carey A. Smith | Charles L. Harrington | George L. Ball, Debra A. Fiori and Michael R. Kolloway | | 2020 | | Charles L. Harrington | George L. Ball, Debra A. Fiori, Michael R. Kolloway and Carey A. Smith |

  76. Pay Versus Performance Table

    (2) Fair value or change in fair value, as applicable, of equity awards in the Compensation "Actually Paid" columns was determined by reference to (1) for RSU awards (excluding Total Shareholder Return “TSR” awards and other performance-based awards), closing price on applicable year-end date(s) or, in the case of vesting dates, the actual vesting price, (2) for performance-based RSU awards (excluding TSR Awards), the same valuation methodology as RSU awards above except year-end values are multiplied times the probability of achievement as of each such date (3) for TSR-based awards, the fair value calculated by a Monte Carlo simulation model as of the applicable valuation date(s). (3) For the portion of “Actually Paid” compensation that is based on year-end stock prices, the following prices were used: December 31, 2024 $92.25 (47.1% increase from prior year), December 31, 2023 $62.71 (35.6% increase from prior year), December 31, 2022 $46.25 (37.4% increase from prior year), December 31, 2021 $33.65 (7.58% reduction from prior year), December 31, 2020 $36.41 (11.8% reduction from prior year). (4) 2024 Compensation "Actually Paid" to CEO#1 of $25,820,865 and the average Compensation "Actually Paid" to other NEOs reflects the following adjustments from total compensation reported in the Summary Compensation Table:

  77. Pay Versus Performance Table

    | | CEO#1 | Average Other NEOs | | Total Reported in 2024 Summary Compensation Table (SCT) | 11,013,860 | 2,421,701 | | Less, value of Stock Awards reported in SCT | (7,532,264) | (1,065,722) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 8,815,250 | 1,247,247 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | 12,111,084 | 1,124,216 | | Plus, FMV of Awards Granted this Year and that Vested this Year | — | — | | Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year | 1,412,935 | 128,456 | | Less Prior Year Fair Value of Prior Year awards that Failed to vest this year | — | — | | Total Adjustments | 14,807,005 | 1,434,198 | | Compensation "Actually Paid" for Fiscal Year 2024 | 25,820,865 | 3,855,899 |

  78. Pay Versus Performance Table

    2023 Compensation "Actually Paid" to CEO#1 of $25,548,246 and the average Compensation "Actually Paid" to other NEOs reflects the following adjustments from total compensation reported in the Summary Compensation Table:

  79. Pay Versus Performance Table

    | | CEO#1 | Average Other NEOs | | Total Reported in 2023 Summary Compensation Table (SCT) | 18,596,895 | 2,160,582 | | Less, value of Stock Awards reported in SCT | (15,215,909) | (872,752) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 17,670,848 | 1,255,989 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | 4,516,447 | 731,953 | | Plus, FMV of Awards Granted this Year and that Vested this Year | — | — | | Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year | (20,035) | 21,186 | | Less Prior Year Fair Value of Prior Year awards that Failed to vest this year | — | — | | Total Adjustments | 6,951,351 | 1,136,375 | | Compensation "Actually Paid" for Fiscal Year 2023 | 25,548,246 | 3,296,957 |

  80. Pay Versus Performance Table

    (6) 2022 Compensation “Actually Paid” to CEO#1 of $10,626,325 and the average Compensation “Actually Paid” to other NEOs reflects the following adjustments from total compensation reported in the Summary Compensation Table:

  81. Pay Versus Performance Table

    | | CEO#1 | Average Other NEOs | | Total Reported in 2022 Summary Compensation Table (SCT) | 6,973,806 | 1,945,846 | | Less, value of Stock Awards reported in SCT | (4,730,700) | (990,085) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 6,577,029 | 1,239,181 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | 1,736,210 | 570,784 | | Plus, FMV of Awards Granted this Year and that Vested this Year | — | 326,744 | | Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year | 69,980 | 238,720 | | Less Prior Year Fair Value of Prior Year awards that Failed to vest this year | — | — | | Total Adjustments | 3,652,519 | 1,385,343 | | Compensation "Actually Paid" for Fiscal Year 2022 | 10,626,325 | 3,331,189 |

  82. Pay Versus Performance Table

    (7) 2021 Compensation “Actually Paid” to CEO#1 of $4,077,659, CEO#2 of $3,822,001 and the average Compensation “Actually Paid” to other NEOs reflects the following adjustments from total compensation reported in the Summary Compensation Table:

  83. Pay Versus Performance Table

    | | CEO#1 | CEO#2 | Average Other NEOs | | Total Reported in 2021 Summary Compensation Table (SCT) | 5,348,118 | 7,119,599 | 1,498,734 | | Less, value of Stock Awards reported in SCT | (3,895,113) | (5,382,006) | (829,496) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 3,339,277 | 4,853,848 | 748,094 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (618,697) | (2,264,902) | (215,544) | | Plus, FMV of Awards Granted this Year and that Vested this Year | — | — | — | | Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year | (95,926) | (504,539) | (337,629) | | Less Prior Year Fair Value of Prior Year awards that Failed to vest this year | — | — | — | | Total Adjustments | (1,270,459) | (3,297,598) | (634,576) | | Compensation "Actually Paid" for Fiscal Year 2021 | 4,077,659 | 3,822,001 | 864,158 |

  84. Pay Versus Performance Table

    2020 Compensation “Actually Paid” to CEO#2 of $2,601,283 and the average Compensation “Actually Paid” to other NEOs reflects the following adjustments from total compensation reported in the Summary Compensation Table:

  85. Pay Versus Performance Table

    | | CEO#2 | Average Other NEOs | | Total Reported in 2020 Summary Compensation Table (SCT) | 8,231,959 | 2,507,932 | | Less, value of Stock Awards reported in SCT | (4,974,490) | (1,221,932) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 4,626,904 | 1,104,283 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (4,069,659) | (569,652) | | Plus, FMV of Awards Granted this Year and that Vested this Year | — | — | | Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year | (1,213,431) | (144,365) | | Less Prior Year Fair Value of Prior Year awards that Failed to vest this year | — | — | | Total Adjustments | (5,630,676) | (831,667) | | Compensation "Actually Paid" for Fiscal Year 2020 | 2,601,283 | 1,676,265 |

  86. Pay Versus Performance Table

    Company and peer group TSR reflects the Company’s Compensation Peer Group as approved in each year and reflected in the Compensation Discussion & Analysis of each of our 2021, 2022, 2023, 2024 and 2025 Annual Proxy Statements, respectively. The TSR for each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested into the peer group for that applicable year on December 31, 2019. The only changes to the peer group in 2023 relative to 2022 was the removal of Maxar Technologies Inc and ManTech International Corporation as a result of their acquisitions. In 2022, the only change to the peer group relative to 2021 was the removal of Cubic Corporation as a result of its acquisition. 3-year TSR for the peer group approved in 2021, assuming a $100 initial investment on 12/31/2019, would have been $141.75. Changes to the peer group made in 2021 relative to the 2020 peer group were the removals of FLIR Systems and Perspecta as a result of their acquisitions and the addition of Maxar in light of its business relevance and size. 2-year TSR for the peer group approved in 2020, assuming a $100 initial investment on 12/31/2019, would have been $135.62.

  87. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our Directors who are also our employees will not receive any additional compensation for their service on our Board, but we believe that attracting and retaining qualified non-employee Directors is critical to our future growth and governance. The Compensation and Management Development Committee reviews non-employee Director compensation biennially. In July 2022 and again in October 2024, the Compensation and Management Development Committee reviewed non-employee Director pay practices of our peer group. For information on our peer group, see Assessing Compensation Competitiveness in the Compensation Discussion and Analysis. Looking ahead, the Compensation and Management Development Committee has approved adjustments to the non-employee Director's compensation for the fiscal year 2025 to better align with market and to ensure we continue to attract and retain highly qualified board members. The changes include a modest increase to the following: Annual Board Retainer to $110,000; Audit and Risk Committee Chair Additional Retainer to $25,000; and the long-term incentive compensation to $180,000. Further, the long-term incentive compensation vesting schedule has been adjusted to vest immediately upon grant. Cash Compensation. Effective for 2024, our non-employee Directors were eligible to receive the following cash compensation:

  88. DIRECTOR COMPENSATION

    | Component | Annual Amount | | Annual Board Retainer | $100,000 | | Annual Lead Independent Director Additional Retainer | $35,000 | | Audit and Risk Committee Chair Additional Retainer | $20,000 | | Audit and Risk Committee Member Additional Retainer | $11,500 | | Compensation and Management Development Committee Chair Additional Retainer | $18,000 | | Compensation and Management Development Committee Member Additional Retainer | $8,000 | | Corporate Governance and Responsibility Committee Chair Additional Retainer | $15,000 | | Corporate Governance and Responsibility Committee Member Additional Retainer | $8,000 |

  89. DIRECTOR COMPENSATION

    Non-employee Directors are able to elect to receive all or a portion of their cash retainers in the form of fully vested shares of our common stock, which shares are issued on the first day of each calendar quarter, in advance (and, in the case of a newly elected or appointed non-employee Director, on the first day of his or her service for the then-current quarter). The number of shares to be issued is equal to (1) the cash retainer to be paid in the form of shares, divided by (2) the 60 trading-day weighted average of our common stock, up to and including the last day of the preceding calendar quarter, rounded up to the nearest whole share. These shares are issued under our 2019 Incentive Award Plan. Our non-employee Directors are eligible to defer the cash compensation paid to them by us (and any shares issued in satisfaction of cash retainers as described above) under the Fee Deferral Plan for Outside Directors of the Parsons Corporation (the “Fee Deferral Plan”). The Fee Deferral Plan allows a non-employee Director to defer his or her annual retainer (and any shares issued in satisfaction of cash retainers as described above) until his or her termination of service or, if earlier, death. Deferred fees (or shares) will generally be payable in a lump sum or in five or ten installments. In the event of a change in control of the Company, all balances will be paid in a lump sum upon the change in control or as soon as practicable thereafter. Any shares deferred pursuant to such a deferral election will be issued in the form of a deferred fee award consisting of a number of restricted stock units under the Incentive Plan determined in accordance with the formula above and reflecting the non-employee Director’s deferral election. Long-Term Incentive Compensation. The non-employee Directors are granted time-based RSUs under the 2019 Incentive Award Plan. On the date of each annual stockholders’ meeting, each non-employee Director will be granted such number of RSUs as is equal to (1) $170,000, divided by (2) the 60-trading day weighted average of our common stock, up to and including the last day preceding the grant date, rounded up to the nearest whole share. The Non-Employee Director Compensation Policy includes eligibility of a pro-rated initial time-based RSU grant for non-employee Directors who join the Board at a time other than at the annual stockholder’s meeting. In such case, the new non-employee Director will be granted a number of initial restricted stock units equal to the amount of (1) the annual target dollar amount, multiplied by (2) a fraction with i) a numerator equal to the number of whole calendar months between the date of the non-employee Director’s initial election or appointment to the Board and the date of the next annual stockholder’s meeting, and ii) a denominator equal to 12, divided by (3) the 60 Trading Day Weighted Average Stock Price for the Determination Period up to and including the last day preceding the date of grant, rounded up to the nearest whole share. The restricted stock unit award will vest on the same date as the vesting schedule of the immediately preceding annual awards granted to the other continuing non-employee Directors, provided that the non-employee Director is then serving as a member of the Board of Directors. Company executives transitioning to a non-employee Director role are ineligible for the prorated initial grant. Except as described above for a prorated initial grant, RSUs will vest on the first anniversary of the date of grant. The RSUs will also vest upon a change in control (as defined in the 2019 Incentive Award Plan), or a non-employee Director’s death or disability. In the case of retirement from the Board, for RSUs granted from and after April 21, 2020, the non-employee Director’s RSUs will accelerate and vest in a prorated portion of the RSUs scheduled to vest on the next annual vesting date, based on the portion of days that has elapsed since the grant date. The non-employee Directors are also eligible to make deferral elections with respect to such RSUs, with the deferral alternatives under the Fee Deferral Plan. Directors may contribute to Parsons Political Action Committee (“PARPAC”), a voluntary, bipartisan separate segregated fund dedicated to supporting candidates for federal and state office who understand the Parsons business, represents our facilities and employees, may have oversight over our industry, and exemplifies Parsons’ core values. Parsons will match PARPAC pledges of more than $500 with an annual corporate contribution each year to a 501(c)(3) organization of the Directors choice, subject to the Parsons Political Contributions Policy and PARPAC pledge matching practice.

  90. Non-Employee Director Ownership Guidelines

    | DIRECTOR COMPENSATION TABLE | | | | | | | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(2) | Total ($) | | George L. Ball | 100,000 | 172,010 | — | 5,000 | 277,010 | | Mark K. Holdsworth | 116,000 | 172,010 | — | 5,000 | 293,010 | | Steven F. Leer | 164,500 | 172,010 | — | 5,000 | 341,510 | | Letitia A. Long | 119,500 | 172,010 | — | 5,000 | 296,510 | | Ellen Lord | 116,000 | 172,010 | — | 5,000 | 293,010 | | General Darren W. McDew, USAF (ret) | 116,000 | 172,010 | — | 5,000 | 293,010 | | Harry T. McMahon | 119,500 | 172,010 | — | 5,000 | 296,510 | | M. Christian Mitchell | 128,000 | 172,010 | — | 5,000 | 305,010 | | Major General Suzanne M. Vautrinot, USAF (ret) | 126,500 | 172,010 | — | 5,000 | 303,510 | | David C. Wajsgras(3)(4) | 119,500 | 180,607 | 776 | 5,000 | 305,883 |