DEF 14A of Parsons Corp, Mar 2, 2026

DEF 14A of Parsons Corp

Filed Mar 2, 2026 · FY20250001193125-26-085390

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors This year’s Board nominees include four current Class I Directors—Letitia A. Long, Harry T. McMahon, Carey A. Smith and Robert H. Smith. 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 • A member of our Board of Directors, George L. Ball, became an independent director on October 1, 2025. Further, an independent director, Robert H. Smith, was appointed to the Board in December 2025. Thus, eleven of our twelve Directors are independent, and the Audit and Risk (A&R), Compensation and Management Development (C&MD), and Corporate Governance and Responsibility Committees (CG&R) 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 charter. In 2025, the Board conducted a self-assessment of the performance of the Board and its Committees led by the Chair of the CG&R Committee and the Lead Independent Director. Each member of the Board was interviewed, and the Chair of the CG&R Committee and the Lead Independent Director reported the results of the self-assessment to the full Board at the January 19, 2026 meeting. • 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 C&MD Committee confirms the Committee’s ability to claw back executive compensation in conformance with the Dodd-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. During fiscal 2025, all incumbent directors satisfied their obligations for attending meetings of the Board of Directors and/or the Committees on which they served.

  3. Executive Compensation Highlights

    Executive Compensation Highlights Together with our C&MD Committee, we are committed to providing 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 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 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 over 81 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 16th 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 2025 we hosted the 18thannual TAPS Golf Outing. We are proud that our 18-year partnership with TAPS for this event has raised more than $1,500,000. Our 2025 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 2025, Parsons employees logged in 26,662 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 MIA Recovery Network, the West Virginia Robotics Alliance (Fairmont State Foundation), and the Fredericksburg Trails Alliance (FTA). Other notable recognition includes: • Forbes Magazine – America's Best Employers for Engineers 2026 (#85) • Forbes Best Companies 2026 • Glassdoor’s Best-Led Companies (#27) • TIME – America’s Best Mid-Size Companies (#21) • US News and World Report – Best Company to Work For • 2025 Department of Labor “HIRE Vets Gold Medallion Award • 2025 National Veteran Small Business Coalition (NVSBC) Champion • VETS Indexes 5-star Employer 2025 • Military Friendly Employer 2025 – Gold/Top 10 (#9) • Military Times, 2025 Best for Vets Employers (#2 in Virginia, #2 in Defense and Aerospace) • 2025 Seven Seals Award, Employer Support of Guard and Reserve (ESGR) • DefenseNews Top 100 for 2025 (#39) • ACEC New York (The American Council of Engineering Companies), 2025 Engineering Excellence Awards – Diamond Award in the Structural Systems Category for the Brooklyn Bridge Rehabilitation project. • ACEC Missouri, 2025 Engineering Excellence Awards – Grand Conceptor Award for the I-270 North Design-Build project. Engineering News-Record (ENR) – Top 500 Design Firms (#16), Top 500 – Top 20 Design by Sector: Transportation (#7), Hazardous Waste (#11), Top 500 – Top 50 Designers in International Markets (#7); Top 200 Environmental Firms (#39); Top 50 Program Management Firms (#1); Top 100 Construction Management/PM-for-Fee Firms (#2); Top 20 Firms in Combined Design and CM-PM Professional Services Revenue (#6); Top 50 Construction Management Firms (#3); Top 100 Professional Service Firms (#2); Top 100 Design-Build Firms (#56); Top Design Firms in General Building – Government Offices (#14), Multi-Unit Residential (#3); Top Design Firms in Transportation (#7) – Bridges (#11), Mass Transit and Rail (#7), Highways (#7), Airports (#18); Top Design Firms in Oil & Gas (#47) – Pipelines (#17); Top Design Firms in Environmental – Water Supply (#37), Hazardous Waste (#11), Water Treatment/Desalination Plants (#19), Chemical and Soil Remediation (#7), Clean Air Compliance (#2); Top Design Firms in Manufacturing, Telecom – Towers and Antennae (#5); Top International Design Firms – General Building (#31), Multi-Unit Residential (#4); Top International Design Firms Transportation (#21) – Highways (#12), Mass Transit and Rail (#16), Bridges (#22); Top International Design Firms Environmental – Water Supply (#41), Transmission Lines & Aqueducts (#19); Top Regional Design Firms – Midwest (#23), East (#13), Texas and Southeast (#43), West (#8)

  5. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  6. Board Structure

    Board Structure Our Board of Directors currently consists of twelve 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 I Directors are Letitia A. Long, Harry T. McMahon, Carey A. Smith and Robert H. Smith, and their terms will expire at the annual meeting to be held on April 14, 2026. These four Directors are seeking re-election at the 2026 annual meeting. • 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. • 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 2028 annual meeting of stockholders. 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 I Election

    Class I Election The four nominees for election as Class I Directors are listed below. If elected, the nominees for election as Class I 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 I Nominees

    Class I Nominees To be elected, a nominee must receive a plurality of the votes cast. The CG&R Committee and the Board believe that each Class I 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 I Nominees are as follows:

  9. Class I Nominees

    | Carey A. Smith (Class I) Age: 62 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 40 years of industry experience spanning the defense, intelligence and infrastructure markets. Ms. Smith, serves on the Edison International board of directors, including the Compensation and Executive Personnel Committee, where she is the committee chair, and the Safety and Operations Committee. She previously served as the chair of the Professional Services Council board of directors for 2022-2023 when her two-year term expired. She is National Association of Corporate Directors (NACD) Directorship (NACD.DC) and Cyber Governance Certified. Ms. Smith received an honorary doctorate 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 has numerous recognitions, including the GovCon Executive of the Year Award in 2023 and is an eight-time recipient of the Executive Mosaic Wash 100. Additionally, 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 deep industry and operations experience that she has as our CEO. We believe that Ms. Smith is qualified to serve on the Board of Directors due to her unique qualifications and skills, as further set forth in the Board Skills Matrix in this Proxy Statement. |

  10. Class I Nominees

    | 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 War Intelligence Agency, Deputy Undersecretary of Defense Intelligence (Planning, Policy & Resources), and Deputy Director of Naval Intelligence for the Department of War. Ms. Long serves on the board of directors of T-Mobile U.S., and COPT Defense Properties. 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. We believe that Ms. Long is qualified to serve on the Board of Directors due to her unique qualifications and skills, as further set forth in the Board Skills Matrix in this Proxy Statement. |

  11. Class I Nominees

    | Harry T. McMahon (Class I) Age: 72 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 chairman of the board of directors 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. We believe that Mr. McMahon is qualified to serve on the Board of Directors due to his unique qualifications and skills, as further set forth in the Board Skills Matrix in the Proxy Statement. |

  12. Class I Nominees

    | Robert H. Smith (Class I) Age: 61 Director Since: 2025 Committees: • Compensation & Management Development • Corporate Governance & Responsibility | Robert H. Smith was appointed to the Parsons Corporation Board of Directors on December 1, 2025, after having served on the Parsons’ Strategic Advisory Board since April 2024. Mr. Smith served as a senior advisor to the Department of War’s Office of Secretary of War as an inaugural member of Business Operators for National Defense programs. He also previously served as Chief Executive Officer for Blue Origin from 2017 through January 2024, where he was responsible for business strategy, sales, operations, and engine product lines, the New Glenn orbital launch vehicle and its infrastructure, as well as all Blue Origin U.S. Government space programs. Prior to Mr. Smith’s role at Blue Origin, he served as President of the Mechanical Systems and Components business for Honeywell Aerospace and was Chairman of the National Technology and Engineering Solutions for Sandia LLC, the operating company of the largest U.S. national laboratory (Sandia National Laboratory). We believe that Mr. Smith is qualified to serve on the Board of Directors due to his unique qualifications and skills, as further set forth in the Board Skills Matrix in this Proxy Statement. |

  13. Class I Nominees

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

  14. CONTINUING DIRECTORS

    CONTINUING DIRECTORS The eight Directors whose terms will continue after the annual meeting and will expire at the 2027 annual meeting (Class II) or 2028 annual meeting (Class III) are listed below.

  15. CONTINUING DIRECTORS

    | Mark K. Holdsworth (Class II) Age: 60 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. |

  16. CONTINUING DIRECTORS

    | Steven F. Leer (Class II) Age: 73 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. |

  17. CONTINUING DIRECTORS

    | M. Christian Mitchell (Class II) Age: 71 Director Since: 2011 Committees: • Audit and Risk • Compensation & Management Development | 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 Columbia Banking System, Inc. and TPG 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. |

  18. CONTINUING DIRECTORS

    | David C. Wajsgras (Class II) Age: 66 Director Since: 2020 Committees: • Audit and Risk • Corporate Governance & Responsibility | David C. Wajsgras is the Chairman and Chief Executive Officer of Everfox, a high assurance cybersecurity defense company protecting the U.S. government, our closest allies, and critical infrastructure. He previously served as Chief Executive Officer for Intelstat, operator of the world’s first global satellite network and a leader in integrated satellite communications and is a member of the Board of Directors of WESCO, a world leader in electrical communications and utility distribution and supply chain services. 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 Executive Mosaic’s Wash 100 list of top government contracting leaders for eight 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. |

  19. CONTINUING DIRECTORS

    | George L. Ball (Class III) Age: 67 Director Since: 2022 Committees: • Audit and Risk • Corporate Governance & Responsibility | 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 governance certifications. Mr. Ball holds a bachelor’s degree in accounting from Drexel University. |

  20. CONTINUING DIRECTORS

    | Ellen M. Lord (Class III) Age: 66 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 several 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. |

  21. CONTINUING DIRECTORS

    | Gen Darren W. McDew USAF (ret.) (Class III) Age: 65 Director Since: 2020 Committees: • Corporate Governance & Responsibility • Compensation & Management Development | General 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. General 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. General McDew also serves on the board of directors of Abbott Laboratories, GE Aerospace, and USAA. General 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. |

  22. CONTINUING DIRECTORS

    | Major General Suzanne M. “Zan” Vautrinot USAF (ret.) (Class III) Age: 66 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. |

  23. 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

  24. Selection of Nominees for Election to the Board

    Selection of Nominees for Election to the Board Both the CG&R Committee and the Board of Directors seek the talents and backgrounds that would be most helpful to Parsons in selecting nominees to the Board and will consider candidates suggested by other members of the Board, as well as candidates recommended by stockholders. In addition, our corporate governance guidelines provide that a director will retire from our Board at the next annual meeting of stockholders after he or she reaches the age of 75.

  25. 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. In evaluating a person recommended by stockholders as a potential director, the CG&R Committee and the Board of Directors will consider each candidate without regard to the source of the recommendation and take into account relevant experience and factors.

  26. Key 2025 Executive Compensation Decisions

    | 2025 Compensation Highlights | | • Annual Incentives Paid at 99.46% of Target for CEO and Other NEOs for Fiscal Year 2025. In February 2026, following the conclusion of the 2025 fiscal year, the C&MD Committee determined that the achieved payout for our CEO and other NEOs, relative to the corporate financial goals for 2025 was 99.46% of target. • Long-Term Incentives Weighted Towards Performance-Based Awards. For 2025, 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 2023-2025 Long-Term Incentive Performance Awards at 211.12%. For the 2023-2025 performance cycle, in February 2026, the C&MD Committee determined performance relative to the financial performance goals for these awards for the three-year performance cycle ending December 31, 2025. Company achievement across the two financial metrics, cumulative adjusted EBITDA and cumulative revenue, resulted in a weighted average performance achievement of 200% of the target awards. The weighted average performance achievement was then modified by the rTSR multiplier achievement of 105.56%, for a total achievement of 211.12%. The 2023-2025 PSU awards will be paid in shares to the NEOs in March 2026. |

  27. Key 2025 Executive Compensation Decisions

    | Key Changes We Are Making to the Executive Compensation Program for 2026 | | For fiscal 2026, the C&MD Committee did not make any material changes to the core design of the executive compensation program. Following its regular annual review, the C&MD Committee determined that the existing program continues to: • Align pay outcomes with our financial and strategic performance; • Support our talent strategy and retention objectives; and • Reflect strong pay‑for‑performance alignment and market competitiveness. As a result, the core elements of our executive compensation program — including the mix of pay, performance metrics, and incentive structures — remain substantially unchanged for fiscal 2026. However, for 2026 the Committee approved a change relating to CEO security by formalizing a policy governing the CEO’s personal use of privately chartered aircraft. Under this policy: • The Company has established an allowance for the CEO's personal use of privately chartered aircraft as a matter of security and efficiency • The Company will cover personal use of such aircraft up to an annual cap of $175,000, after which our CEO will reimburse the Company for any incremental usage; and • The Company does not provide any tax gross‑up in connection with such personal travel. In addition, the C&MD Committee approved a minor change to the Company’s change‑in‑control severance policy to clarify that eligible executives are entitled to continued medical, dental and vision benefits for two years (rather than medical only) following a qualifying termination in connection with a change in control. As previously disclosed in an 8-K filing on February 26, 2026, the Compensation & Management Development Committee granted Ms. Smith a biennial equity award with a total target value of $10,000,000 on February 20, 2026. The key terms of this award, including the mix of PSUs and RSUs, and the corresponding vesting and termination provisions, are consistent with those of the December 2023 CEO Award and are described in full detail herein. The biennial February 2026 CEO award was made concurrent with the annual equity award made to Ms. Smith and other Named Executive Officers and serves to further align Ms. Smith’s interests with long-term stockholder value creation and to retain Ms. Smith through Parsons’ next phase of growth. |

  28. 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. | | | Clawback Policy. We maintain an executive clawback policy and a Dodd-Frank Compliant Compensation Clawback policy that applies to our NEOs and provides for recovery of both cash and equity incentive compensation, including time-based equity, under specified circumstances. | | No Employment Contracts. We do not have employment contracts with our NEOs. |

  29. Role of Compensation Consultant

    Role of Compensation Consultant Semler Brossy was retained by the C&MD Committee to assist in developing our NEO compensation program for 2025. Semler Brossy provided analysis and perspectives on our compensation strategy and assisted the C&MD 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 C&MD Committee in 2025: • provided compensation data for similarly situated NEOs and non-employee Directors at our peer group companies; • updated the C&MD Committee on emerging trends and best practices in 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 C&MD Committee as described above, Semler Brossy did not provide any services to Parsons in 2025. The C&MD 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 2025.

  30. Assessing Compensation Competitiveness

    Assessing Compensation Competitiveness The C&MD 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 2024, the C&MD Committee directed Semler Brossy to develop a compensation peer group to assist in developing a compensation program for all our NEOs for 2025. 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 C&MD Committee believed that including companies with higher revenue than ours was appropriate due to our historical and recent growth rate. In July 2024, our C&MD Committee reviewed and determined to remove Mercury and add V2X to the 2025 peer group. No other changes were made at the time, and the following companies were used as a reference source for 2025 executive compensation deliberations:

  31. Assessing Compensation Competitiveness

    | Peer Group for Fiscal Year 2025 Executive Compensation Setting Purposes | | | AECOM | Science Applications International Corporation | | Booz Allen Hamilton Holding Corporation | Stantec, Inc | | CACI International Inc | Teledyne Technologies, Inc | | Jacobs Solutions Inc | Tetra Tech, Inc | | KBR, Inc | V2X, Inc | | Kratos Defense & Security Solutions, Inc | WSP Global, Inc | | Leidos Holdings, Inc | |

  32. Assessing Compensation Competitiveness

    Following a review of the peer group by Semler Brossy in July 2025, the C&MD Committee determined to add Amentum, Jacobs Solutions’ spin-off company, for the 2026 executive compensation deliberations. Jacobs Solutions was also retained in the peer group approved in July 2025. Our C&MD 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 C&MD Committee applies its independent judgment to make compensation decisions and does not formally benchmark our executive compensation against any 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.

  33. Use of Comparative Market Data and Qualitative Factors

    Use of Comparative Market Data and Qualitative Factors Our C&MD 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 C&MD 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 C&MD Committee considers. Other factors that are considered include: • Recruitment and retention: The C&MD 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 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 C&MD 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 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.

  34. Elements at a Glance

    | Element | Objective | Summary of Key Features | | | | • 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 |

  35. 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 C&MD Committee determines and approves our annual incentive bonus decisions. Under the fiscal 2025 Annual Incentive Plan for Management, or AIP, the annual incentive bonus of each NEO was entirely based on our performance against corporate financial goals. 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 C&MD 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 2025 AIP, our C&MD Committee selected revenue, adjusted EBITDA, awards, and consolidated cash flow as the four corporate performance measures most aligned with our ability to enhance long-term value creation.

  36. Annual Cash Incentives

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

  37. Annual Cash Incentives

    (1) For purposes of the fiscal 2025 AIP, Revenue represents GAAP revenue. Adjusted EBITDA is net income attributable to Parsons Corporation, adjusted to include net income attributable to noncontrolling interests and to exclude interest expense (net of interest income), provision for income taxes, depreciation and amortization and certain other items that we do not consider in our evaluation of ongoing operating performance. 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 2025 fiscal year for our NEOs was the sum of the performance achievement of each of the four corporate financial goals described above. The level of achievement of each of the four corporate financial goals was determined as follows:

  38. 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 | |

  39. Annual Cash Incentives

    For fiscal 2025, 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 of our annual operating plan at the beginning of the year. In June 2025, following approval of the fiscal 2025 targets, one of the Company’s confidential contracts was unilaterally and immediately cancelled by the Federal government without warning and for reasons other than Parsons’ delivery or service quality, which was rated as excellent. The annual operating plan that had been the basis for setting the fiscal 2025 targets had included financial contributions from the subsequently cancelled contract. The C&MD Committee determined that it would be appropriate to adjust the previously approved targets to reflect the cancellation of the confidential contract for the remainder of the year. The C&MD Committee likewise agreed that any unanticipated incremental financial contribution benefit from the cancelled contract after it was cancelled would be adjusted out of the actual results for the year. Our C&MD Committee believed that achieving the target levels for the four corporate financial performance measures – both before and after the aforementioned adjustment – would require a focused and consistent effort by our executive officers throughout fiscal 2025.

  40. Annual Cash Incentives

    | Plan Metrics | Metric Type | Metric Target As Adjusted (M) | Actual Results As Adjusted (M) | Performance Goal Achievement (%) | | Revenue | Corporate | $6,737.0 | $6,289.7 | 83.4% | | Adjusted EBITDA | Corporate | $639.0 | $599.4 | 84.4% | | Awards | Corporate | $6,713.0 | $6,305.0 | 84.8% | | Cash Flow | Corporate | $396.0 | $431.8 | 145.2% |

  41. Annual Cash Incentives

    (1) Results differ from the Company results shown on page A-1 of the CD&A due to the incentive adjustments made by the Committee in 2025. In consideration of fiscal 2025 financial performance, the overall incentive payout for our NEOs was 99.46%. The actual figures for the cash flow metric (as shown in the table above) reflect an exclusion of a $24.6 million benefit from changes to R&D accounting under the One Big, Beautiful Bill which was not anticipated when the target was set. If no adjustment had been made to the fiscal 2025 targets following the cancellation of the confidential contract and we did not adjust for the benefit from the changes to the R&D accounting, the financial performance achievement would have been 84.92%. The following table provides information regarding the annual management incentive bonus awards earned by the NEOs for fiscal 2025:

  42. Annual Cash Incentives

    | Named Executive Officer | Target Bonus (% of Base Salary) | Target Bonus ($) | Financial Performance Achievement (weighted/avg) | Bonus ($) | | Carey A. Smith | 140% | $1,540,000 | 99.46% | $1,531,669 | | Matthew Ofilos | 90% | $567,000 | 99.46% | $563,933 | | Michael R. Kolloway | 75% | $413,881 | 99.46% | $411,642 | | Susan M. Balaguer | 75% | $367,637 | 99.46% | $365,648 |

  43. 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 2025. 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 C&MD 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 C&MD 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 2025 to our NEOs were granted under our 2019 Incentive Award Plan. In 2025, 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 2025 was allocated 40% to RSUs and 60% to PSUs (at “target”).

  44. Long-Term Incentives

    | Named Executive Officer | PSU Target Award ($) | PSU Target Units (#) | RSU Target Award ($) | RSU Units (#) | 2025 Total Long-Term Incentive Target Award ($) | | Carey A. Smith | 4,140,000 | 52,187 | 2,760,000 | 34,791 | 6,900,000 | | Matthew Ofilos | 825,000 | 10,399 | 550,000 | 6,933 | 1,375,000 | | Michael R. Kolloway | 510,000 | 6,428 | 340,000 | 4,285 | 850,000 | | Susan M. Balaguer | 300,000 | 3,781 | 200,000 | 2,521 | 500,000 |

  45. Long-Term Incentives

    The RSUs granted to the NEOs in 2025 vest in three equal installments on each of March 9, 2026, 2027 and 2028, 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 NEO's 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 a NEO's termination of service due to retirement, defined as age 62 with 10 years of service, the NEO, Participant will immediately vest upon such Termination of Service in the total number of RSUs set forth in the Grant Notice. All 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 2025 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 C&MD Committee determines actual performance against the applicable performance goals and the resulting number of PSUs 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 2025 commenced on January 1, 2025, and will end on December 31, 2027. These PSUs are referred to as the “2025-2027 PSUs.” The performance goals for the 2025-2027 PSUs were divided equally between cumulative adjusted EBITDA and cumulative revenue, which the C&MD 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 2025-2027 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. Like the annual incentive bonus, the C&MD Committee adjusted the previously approved targets for the 2025-2027 PSU award in June 2025 to remove the impact of the cancellation of the confidential contract from the metric targets. No other PSU cycles were adjusted, and no incremental accounting expense was recognized with this adjustment. 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 2025-2027 Performance Cycle as follows:

  46. Long-Term Incentives

    | rTSR Performance for the 2025-2027 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% |

  47. 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 C&MD 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 2025-2027 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 C&MD 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 C&MD 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.

  48. Vesting of 2023-2025 Long-Term Incentive Awards

    Vesting of 2023-2025 Long-Term Incentive Awards The 2023-2025 performance cycle performance goals were divided equally between cumulative adjusted EBITDA and cumulative revenue, which the C&MD 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 2023-2025 performance goals were determined based on the business plan at the time of grant and were designed to be challenging yet attainable. The 2019 Incentive Award Plan and the applicable award agreement permit the C&MD Committee to make certain adjustments in the determination of performance achievement. The only adjustments made to the 2023-2025 performance targets were to reflect 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 acquisitions. The resulting number of PSUs from the cumulative adjusted EBITDA and cumulative revenue 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 2023-2025 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 2023-2025 cycle were:

  49. Vesting of 2023-2025 Long-Term Incentive Awards

    | Cumulative Adjusted EBITDA ($ billions) | Potential Payout %* | | <$1.175 | 0 | | $1.175 | 50% | | $1.241 | 75% | | $1.306 | 100% | | $1.355 | 125% | | $1.404 | 150% | | $1.453 | 175% | | ≥$1.502 | 200% | | *Between these values determined on a straight-line basis | |

  50. Vesting of 2023-2025 Long-Term Incentive Awards

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

  51. Vesting of 2023-2025 Long-Term Incentive Awards

    | Cumulative Revenue ($ billions) | Potential Payout %* | | <$13.013 | 0 | | $13.013 | 50% | | $13.736 | 75% | | $14.459 | 100% | | $15.001 | 125% | | $15.544 | 150% | | $16.086 | 175% | | ≥$16.628 | 200% | | *Between these values determined on a straight-line basis | |

  52. Vesting of 2023-2025 Long-Term Incentive Awards

    For the 2023-2025 performance cycle, in February 2026, the C&MD Committee determined that our cumulative adjusted EBITDA were $1,678 billion, and our cumulative revenue was $18,555 billion, resulting in a weighted average performance achievement for the total initial eligible PSU achievement at 200%. The 2019 Incentive Award Plan and the applicable award agreement permit the C&MD Committee to make certain adjustments in the determination of performance achievement. The 2023-2025 rTSR percentile rank was determined to be 55.6% resulting in rTSR multiplier of 105.56%, for a resulting total payout of 211.12%. The 2023-2025 PSU awards will be paid in shares to the NEOs in March 2026. For information about the 2023-2025 PSU awards held by each of our NEOs, see the “Outstanding Long-Term Incentive Awards at Fiscal Year-End Table” below.

  53. December 2023 CEO Award

    December 2023 CEO Award On December 18, 2023, the Committee granted Ms. Smith an 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.

  54. February 2026 CEO Award

    February 2026 CEO Award As previously disclosed in an 8-K filing on February 26, 2026, the Compensation & Management Development Committee granted Ms. Smith an equity award with a total target value of $10,000,000 on February 20, 2026. The key terms of this award, including its termination provisions, are consistent with those of the December 2023 CEO Award described above. Accordingly, 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 January 1, 2026 through December 31, 2029, 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 2026-2029 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.

  55. Compensation Clawback Policy

    Compensation Clawback Policy Our Compensation Clawback Policy applies to our NEOs. Pursuant to this policy, the C&MD 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 C&MD 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 C&MD 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 C&MD 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 C&MD 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.

  56. Timing of Equity Awards

    Timing of Equity Awards Annual grants of equity awards are generally decided during the C&MD 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 C&MD 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 C&MD 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. We do not grant stock options or option-like awards to our employees.

  57. Compensation-Related Risk

    Compensation-Related Risk Our C&MD Committee is responsible for the oversight of our risk profile, including compensation-related risks. Our C&MD 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 and December 2026 which have 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 C&MD 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.

  58. 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 2025, 2024 and 2023.

  59. 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 | 2025 | 1,078,846 | 4,459,883 | 1,531,669 | 28,208 | 167,748 | 7,266,354 | | Chair, President & | 2024 | 1,028,846 | 7,532,264 | 2,328,100 | 25,188 | 99,461 | 11,013,860 | | Chief Executive Officer | 2023 | 976,923 | 15,215,909 | 2,290,200 | 18,822 | 95,041 | 18,596,895 | | Matthew Ofilos | 2025 | 584,900 | 888,717 | 563,933 | 3,570 | 62,505 | 2,103,625 | | Chief Financial Officer | 2024 | 576,044 | 1,569,122 | 957,900 | 2,297 | 59,485 | 3,164,848 | | | 2023 | 535,601 | 1,151,618 | 846,300 | 832 | 53,068 | 2,587,420 | | Michael R. Kolloway | 2025 | 543,946 | 549,319 | 411,642 | 11,114 | 81,266 | 1,597,287 | | Chief Legal Officer & | 2024 | 526,610 | 1,048,154 | 709,400 | 10,466 | 79,779 | 2,374,409 | | Secretary | 2023 | 514,413 | 1,001,864 | 711,400 | 8,330 | 78,503 | 2,314,509 | | Susan M. Balaguer | 2025 | 481,251 | 323,142 | 365,648 | 2,200 | 62,053 | 1,234,294 | | Chief Human Resources Officer | 2024 | 460,528 | 579,888 | 624,100 | 1,581 | 59,749 | 1,725,845 | | | 2023 | 439,832 | 464,775 | 616,900 | 764 | 57,547 | 1,579,817 |

  60. 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 2025, 100% of target levels in 2024 and 100% of target levels in 2023. The grant date fair value of PSUs granted in 2025 assuming achievement at maximum levels (200% of target levels and 125% rTSR multiplier) is as follows: $6,335,503 for Ms. Smith, $1,262,438 for Mr. Ofilos, $780,360 for Mr. Kolloway, and $459,013 for Ms. Balaguer. 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. 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, 2025, 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. (3) Represents earnings under the Company’s non-qualified deferred compensation plans for the applicable fiscal year. (4) The table below describes the elements included in All Other Compensation:

  61. Summary Compensation Table

    | ALL OTHER COMPENSATION TABLE | | | | | | | | | | | | | Employer Contributions Under Defined Contribution Plans | | | | | | | | | Name | Life Insurance ($) | Employer 2025 ERP Contribution ($) | Employer 2025 ESOP Contribution ($) | Employer 401(k) Match ($) | Executive Physical ($) | Financial Planning ($) | Charitable Matching Contribution ($) | Perquisites & Other Personal Benefits ($)(1) | Total ($) | | Carey A. Smith | 1,520 | 58,308 | 28,000 | 7,000 | 4,134 | 5,000 | 5,000 | 58,786 | 167,748 | | Matthew Ofilos | 1,120 | 21,385 | 28,000 | 7,000 | — | — | 5,000 | — | 62,505 | | Michael R. Kolloway | 25,750 | 15,516 | 28,000 | 7,000 | — | — | 5,000 | — | 81,266 | | Susan M. Balaguer | 2,010 | 10,500 | 28,000 | 7,000 | 4,543 | 5,000 | 5,000 | — | 62,053 |

  62. Summary Compensation Table

    Amounts shown in this column for Ms. Smith include the valuation of personal use of privately chartered aircraft ($58,785.80). The personal use of privately chartered aircraft expenses reported in this column were valued on the basis of the aggregate incremental cost to the Company and represent the amount accrued for payment or paid directly to the third-party aircraft vendor.

  63. 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 2025. This information supplements the information about these awards set forth in “—Summary Compensation Table.”

  64. 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 | 1/20/2025 | 770,000 | 1,540,000 | 3,080,000 | | | | | | | Smith | PSU | 3/3/2025 | | | | 26,094 | 52,187 | 130,468 | | 2,534,201 | | | RSU | 3/3/2025 | | | | | | | 34,791 | 1,925,682 | | Matthew | AIP | 1/20/2025 | 283,500 | 567,000 | 1,134,000 | | | | | | | Ofilos | PSU | 3/3/2025 | | | | 5,200 | 10,399 | 25,998 | | 504,975 | | | RSU | 3/3/2025 | | | | | | | 6,933 | 383,742 | | Michael R. | AIP | 1/20/2025 | 206,940 | 413,881 | 827,762 | | | | | | | Kolloway | PSU | 3/3/2025 | | | | 3,214 | 6,428 | 16,070 | | 312,144 | | | RSU | 3/3/2025 | | | | | | | 4,285 | 237,175 | | Susan M. | AIP | 1/20/2025 | 183,818 | 367,637 | 735,273 | | | | | | | Balaguer | PSU | 3/3/2025 | | | | 1,891 | 3,781 | 9,453 | | 183,605 | | | RSU | 3/3/2025 | | | | | | | 2,521 | 139,537 |

  65. 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 2025-2027 PSU awards. The 2025-2027 PSUs are eligible to vest based on the achievement of performance goals over the three-year performance cycle ending December 31, 2027; 50% is based on achievement of cumulative adjusted EBITDA and 50% is based on achievement of cumulative revenue through December 31, 2027 and continued employment through the date of payout, which will be no later than March, 2028. 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 March 3, 2025 vest in three equal installments on March 9, 2026, 2027 and 2028, 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, 2025, as filed with the SEC.

  66. 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.

  67. 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 | 58,308 | 28,208 | — | 467,956 | | Matthew Ofilos | | | | | | Executive Restoration Plan | 21,385 | 3,570 | — | 73,231 | | Michael R. Kolloway | | | | | | Executive Restoration Plan | 15,516 | 11,114 | — | 176,919 | | Susan M. Balaguer | | | | | | Executive Restoration Plan | 10,500 | 2,200 | — | 42,451 |

  68. Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation

    Employer contributions are reported as “All Other Compensation” for 2025 in the Summary Compensation Table above.

  69. 2025 CEO Pay Ratio

    2025 CEO Pay Ratio Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and Securities and Exchange Commission ("SEC") rules, we are providing the following information about the relationship of the annual total compensation of Ms. Smith, our Chief Executive Officer, to that of employees whose annual compensation is at the median of all our employees. 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 2025: • Our median employee’s annual total compensation was $121,381. • Our CEO’s annual total compensation, as reported in the Summary Compensation Table, was $7,266,354. • Based on this information, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee is 60 to 1. Pay Ratio Methodology SEC rules allow us to select a methodology for identifying our median employee that is appropriate based on our size, organizational structure and compensation plans, policies and procedures. The rules 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. To identify the median of the annual total compensation of all of our employees, and to determine the annual total compensation of our median employee and our CEO, we used the following methodology and material assumptions, adjustments and estimates. As of December 31, 2023, our employee population consisted of 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 allowing 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 considering 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. We selected December 31, 2023 as the date on which we identified the "median employee". For purposes of identifying the median employee from our employee population base, we considered base salary for 2023, 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, 2023 and annualized for all regular employees who were employed on December 31, 2023 but did not work for us for all of 2023. Compensation paid in foreign currencies was converted to U.S. dollars based on exchange rates in effect on December 31, 2023. Total compensation for the median employee for 2025 was $121,381, reflecting base salary, including overtime, as compiled from our payroll records. Ms. Smith’s 2025 annual total compensation of $7,266,354 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.

  70. 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, 2025. 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.

  71. Potential Payments upon Termination or Change in Control

    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 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.

  72. 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, 2025 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 $61.80, which represents the closing market price of our common stock as reported on the NYSE on December 31, 2025. 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.

  73. 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) | 1,531,669 | 1,531,669 | 1,531,669 | 1,531,669 | | Cash Severance (4) | 412,500 | — | — | 5,280,000 | | Benefits (5) | 10,231 | — | — | 60,694 | | Long-Term Incentive Award Acceleration | — | 12,191,966 | 13,082,316 | 23,685,839 | | Matthew Ofilos | | | | | | AIP Payout (3) | 563,933 | 563,933 | 563,933 | 563,933 | | Cash Severance (4) | 236,250 | — | — | 2,394,000 | | Benefits (5) | 8,745 | — | — | 55,120 | | Long-Term Incentive Award Acceleration | — | 2,511,181 | 1,993,060 | 3,164,098 | | Michael R. Kolloway | | | | | | AIP Payout (3) | 411,642 | 411,642 | 411,642 | 411,642 | | Cash Severance (4) | 206,940 | — | — | 1,931,444 | | Benefits (5) | 7,485 | — | — | 96,821 | | Long-Term Incentive Award Acceleration | — | 1,871,572 | 1,534,061 | 2,286,353 | | Susan M. Balaguer | | | | | | AIP Payout (3) | 365,648 | 365,648 | 365,648 | 365,648 | | Cash Severance (4) | 183,818 | — | — | 1,715,637 | | Benefits (5) | 6,538 | — | — | 43,655 | | Long-Term Incentive Award Acceleration | — | 962,288 | 771,522 | 1,201,021 |

  74. Potential Payments upon Termination or Change in Control Table

    Upon a NEO’s retirement, each NEO will (a) vest in all outstanding RSU awards (aside from Ms. Smith's December 2023 grant), 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, 2025 are reflected at “target” levels. 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, 2025 are reflected at “target” levels. (3) 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, 2025 had they been so eligible. Upon involuntary termination in connection with a change in control, the NEO’s annual bonus for 2025 (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, 2025 for purposes of this table) would be payable. (4) Upon an "Involuntary Termination without a Change in Control," cash severance represents 4.5 months of the NEO's base salary. Upon an "Involuntary Termination in Connection with a Change in Control," cash severance represents the sum of (a) the NEO’s base salary plus the NEO’s bonus multiplied by two for the NEOs. Each NEO’s target annual bonus for 2025 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. (5) Represents the amount payable to the NEO under the Corporate Vice President Severance Plan and CIC Agreements in respect of (a) continued medical, dental, and vision coverage for four months for the NEOs upon an "Involuntary Termination without a Change in Control," and (b) continued medical, life and supplemental disability coverage for two years for the NEOs upon an "Involuntary Termination in Connection with a Change in Control." This amount is payable in a lump sum and subject to the conditions set forth in the Corporate Vice President Severance Plan and CIC Agreements, as described above. The CIC Agreements described above reflect the arrangements in effect as of December 31, 2025. Effective for qualifying terminations occurring on or after February 20, 2026, the Company has approved a clarification to the CIC benefits to provide that, in connection with a qualifying termination following a change in control, eligible executives will be entitled to continued medical, dental and vision benefits for a period of two years (rather than medical benefits only).

  75. 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 2021, 2022, 2023, 2024 and 2025:

  76. 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 | | 2025 | 7,266,354 | (4,937,225) (4) | | | 1,645,069 | 912,048 (4) | 169.73 | 173.90 | 241,139 | 6,364,245 | | 2024 | 11,013,860 | 25,820,865 (5) | | | 2,421,701 | 3,855,899 (5) | 253.36 | 164.54 | 235,053 | 6,750,576 | | 2023 | 18,596,895 | 25,548,246 (6) | | | 2,160,582 | 3,296,957 (6) | 172.23 | 143.67 | 161,149 | 5,442,749 | | 2022 | 6,973,806 | 10,626,325 (7) | | | 1,945,846 | 3,331,189 (7) | 127.03 | 123.67 | 96,664 | 4,195,272 | | 2021 | 5,348,118 | 4,077,659 (8) | 7,119,599 | 3,822,001 (8) | 1,498,734 | 864,158 (8) | 92.42 | 120.58 | 64,072 | 3,660,771 |

  77. Pay Versus Performance Table

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

  78. Pay Versus Performance Table

    | Year | CEO#1 | CEO#2 | Other NEOs | | 2025 | Carey A. Smith | | Susan M. Balaguer, Michael R. Kolloway and Matthew Ofilos | | 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 |

  79. 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, 2025 $61.80 (33.0% decrease from prior year), 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). (4) For fiscal year 2025, the Company updated the methodology used to calculate “Compensation Actually Paid” in the Pay Versus Performance table. This update does not change the compensation actually granted to or earned by our named executive officers. 2025 Compensation "Actually Paid" to CEO#1 of ($4,937,225) and the average Compensation "Actually Paid" to other NEOs reflects the following adjustments from total compensation reported in the Summary Compensation Table:

  80. Pay Versus Performance Table

    | | CEO#1 | Average Other NEOs | | Total Reported in 2025 Summary Compensation Table (SCT) | 7,266,354 | 1,645,069 | | Less, value of Stock Awards reported in SCT | (4,459,883) | (587,059) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 5,001,060 | 658,295 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | (10,272,217) | (325,166) | | 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 | (2,472,539) | (479,091) | | Less Prior Year Fair Value of Prior Year awards that Failed to vest this year | — | — | | Total Adjustments | (12,203,579) | (733,021) | | Compensation "Actually Paid" for Fiscal Year 2025 | (4,937,225) | 912,048 |

  81. Pay Versus Performance Table

    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:

  82. 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 |

  83. 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:

  84. 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 |

  85. Pay Versus Performance Table

    (7) 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:

  86. 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 |

  87. Pay Versus Performance Table

    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:

  88. 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 |

  89. Pay Versus Performance Table

    (9) 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, 2025 and 2026 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, 2020. 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.

  90. 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 C&MD Committee reviews non-employee Director compensation biennially. In October 2024, the C&MD Committee reviewed non-employee Director pay practices of our peer group and made modest adjustments to the non-employee Director's compensation for fiscal year 2025 to better align with market and 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 Retainer to $25,000; and the long-term incentive compensation grant value to $180,000 and a vesting schedule to vest immediately upon grant. For information on our peer group, see Assessing Compensation Competitiveness in the Compensation Discussion and Analysis. Cash Compensation. Effective for 2025, our non-employee Directors were eligible to receive the following cash compensation:

  91. DIRECTOR COMPENSATION

    | Component | Annual Amount | | Annual Board Retainer | $110,000 | | Annual Lead Independent Director Additional Retainer | $35,000 | | Audit and Risk Committee Chair Additional Retainer | $25,000 | | 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 |

  92. DIRECTOR COMPENSATION

    Further, in January 2026 the C&MD Committee reviewed non-employee Director pay practices of our peer group and approved adjustments to the non-employee Director's compensation for fiscal 2026, effective April 1, 2026, and prorated for 2026, consisting of modest increases to the following: Lead Independent Director Retainer to $50,000; Corporate Governance and Responsibility Chair Retainer to $20,000 and the C&MD Committee Chair Retainer to $20,000. 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. These shares are issued under our 2019 Incentive Award Plan. Long-Term Incentive Compensation. The non-employee Directors receive their long term incentive compensation in the form of fully vested shares of our common stock on the date of each annual stockholders’ meeting. Each non-employee Director will be issued such number of RSUs as is equal to (1) $180,000, 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 award of fully vested shares of our common stock 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 issued a number of shares of our common stock equal to the amount of (1) $180,000 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 of our common stock up to and including the last day preceding the date of grant, rounded up to the nearest whole share. Company executives transitioning to a non-employee Director role are ineligible for the prorated initial grant. These shares are issued under our 2019 Incentive Award Plan. 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.

  93. 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 | 110,000 | 171,863 | — | 5,000 | 286,863 | | Mark K. Holdsworth | 126,000 | 171,863 | — | 5,000 | 302,863 | | Steven F. Leer(3) | 169,500 | 180,041 | — | 5,000 | 354,541 | | Letitia A. Long | 129,500 | 171,863 | — | 5,000 | 306,363 | | Ellen Lord | 126,000 | 171,863 | — | 5,000 | 302,863 | | General Darren W. McDew, USAF (ret) | 126,000 | 171,863 | — | 5,000 | 302,863 | | Harry T. McMahon | 134,500 | 171,863 | — | 5,000 | 311,363 | | M. Christian Mitchell | 143,000 | 171,863 | — | 5,000 | 319,863 | | Robert H. Smith | 27,500 | 60,033 | — | — | 87,533 | | Major General Suzanne M. Vautrinot, USAF (ret) | 136,500 | 171,863 | — | 5,000 | 313,363 | | David C. Wajsgras(4)(5) | 129,500 | 178,315 | 745 | 5,000 | 313,560 |