Parsons (PSN) Proxy Filing summary

Executive summary

• Achieved $6.4 billion in revenue for 2025, a 6% decrease year-over-year, but 12% growth excluding a confidential contract; net income reached a record $241 million, up 3% from prior year.

• Adjusted EBITDA hit a record $609 million with a 9.6% margin; cash flow from operations was $478 million.

• Completed three acquisitions in 2025 (TRS Group, Chesapeake Technology International, Applied Sciences Consulting) and one in early 2026 (Altamira Technologies), enhancing capabilities in environmental, defense, and water solutions.

• Won 15 contracts each worth $100 million or more; maintained a trailing 12-month book-to-bill ratio of 1.0 or better since IPO.

• Recognized for ethics, innovation, and as a top employer; continued strong performance in both Federal Solutions and Critical Infrastructure segments.

Voting matters and shareholder proposals

• Election of four Class I director nominees for three-year terms.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal 2026.

• Advisory vote on executive compensation program (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 12 members, 11 of whom are independent; divided into three staggered classes.

• Annual board and committee performance assessments conducted; robust director orientation and continuing education.

• Lead Independent Director role established; regular executive sessions of non-management directors.

• Stock ownership guidelines for directors and executives; anti-hedging and anti-pledging policies in place.