Charles Harrington
About Charles L. Harrington
Independent director since 2022 (age 66) and former Chairman/CEO/President of Parsons Corporation; currently Chair of JBT Marel’s Governance & Sustainability Committee and a member of the Audit Committee, bringing CEO, CFO and board leadership experience across defense, infrastructure and public company governance . The Board has determined he is independent; as an Audit Committee member he is designated an “audit committee financial expert,” meeting NYSE, SEC and Nasdaq Iceland independence and expertise standards . In 2024, the Board held 12 meetings and each director, including Mr. Harrington, attended at least 75% of Board and relevant committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parsons Corporation | Executive Chairman | Jul 2021 – Apr 2022 | Led transition following long CEO tenure |
| Parsons Corporation | Chairman, CEO & President | Apr 2008 – Jul 2021 | Led company strategy and operations |
| Parsons Corporation | Chief Financial Officer | Jul 2006 – Apr 2008 | Financial leadership |
| Parsons Corporation | Group President | Jan 2001 – Jul 2006 | Business leadership |
| Parsons Corporation | SVP; VP, Program Mgmt & BD | Apr 1996 – Jan 2001; Jan 1991 – Apr 1996 | Increasing executive responsibilities |
| The AES Corporation | Director (prior) | 2013 – 2020 | Public company board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.G. Boswell Company | Director | Since Jun 2015 | Public company directorship |
| Constellation Energy Corporation | Director | Since Feb 2022 | Public company directorship |
| Korn Ferry | Director | Since Sep 2022 | Public company directorship |
| Institute of Digital Engineering USA (IDEUSA) | Chairman (until 2024) | Through 2024 | Sector leadership |
| Cal Poly Foundation | Vice Chairman | Current | Non‑profit governance |
Board Governance
- Committee assignments: Chair, Governance & Sustainability Committee; Member, Audit Committee .
- Independence and expertise: Board determined Mr. Harrington is independent; all Audit members (including Mr. Harrington) are “audit committee financial experts” under SEC rules and meet NYSE/Nasdaq Iceland independence criteria .
- Attendance and engagement: Board met 12 times in 2024; each director attended ≥75% of Board and committee meetings. Audit Committee held 8 meetings (with four private sessions); Governance & Sustainability held 4 meetings .
- Executive sessions and leadership structure: Independent directors hold executive sessions at the conclusion of regularly scheduled Board meetings. With an independent Chair (Alan Feldman), no Lead Independent Director is designated .
- Stockholder engagement and say‑on‑pay context: The company maintains an ongoing outreach program; 2024 say‑on‑pay passed with 96.08% support, indicating broad investor alignment with compensation governance .
Fixed Compensation
Director compensation structure (2024):
- Annual cash retainer: $95,000, with election to take 0%, 50% or 100% in RSUs (RSUs vest in May 2025) .
- Additional annual equity (non‑retainer) grant: $145,000 in RSUs (granted May 1, 2024) .
- Committee chair fees: Governance & Sustainability Chair $15,000; Audit Chair $20,000; Compensation & HR Chair $15,000; Board Chair $120,000; no meeting fees .
- Director ownership guideline: 5× annual retainer within five years; all current directors subject to the guideline are in compliance .
2024 reported compensation for Mr. Harrington:
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $— |
| Stock Awards | $239,957 |
| All Other Compensation | $10,292 |
| Total | $250,249 |
Notes: Directors may elect to receive some/all of the $95,000 retainer in RSUs; the separate $145,000 RSU grant is included in Stock Awards .
Performance Compensation
Non‑employee director pay is not performance‑metric based; equity consists of time‑based RSUs (vesting generally after one year) and optional deferral, with no performance scorecards attached .
Other Directorships & Interlocks
- Current public boards: J.G. Boswell Company; Constellation Energy Corporation; Korn Ferry .
- Potential interlocks/related parties: The company reports no related‑party transactions in 2024; Governance & Sustainability Committee reviews requests by Board members to join other for‑profit boards .
- Workload signal: Holds three other public company directorships in addition to JBT Marel; attendance at JBT Marel remained ≥75% in 2024 .
Expertise & Qualifications
- 40‑year career at Parsons culminating as Chairman/CEO/President; prior CFO and Group President roles signal deep finance, risk, M&A integration and operating oversight experience .
- Governance expertise as current Chair of Governance & Sustainability; designated audit committee financial expert; experience across defense, intelligence and critical infrastructure markets .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 18, 2025) | 7,132 shares; percent of class indicated as less than 1% under table convention |
| Outstanding RSUs (Dec 31, 2024) | 2,701 RSUs outstanding (aggregate unvested/time‑based plus earned‑unvested) |
| Director ownership guideline | 5× annual retainer within 5 years; all current directors subject to the guideline are in compliance |
| Hedging/pledging | Insider trading policy prohibits hedging and pledging by directors and officers |
Governance Assessment
- Strengths: Independent status; chairs Governance & Sustainability; Audit Committee member and “financial expert”; strong CEO/CFO background; ≥75% meeting attendance; director equity grants and 5× retainer ownership guideline support alignment; no related‑party transactions reported for 2024 .
- Watch items: Multiple external public directorships (three) warrant monitoring for potential time demands, though attendance thresholds were met in 2024 .
- Shareholder sentiment signal: 2024 say‑on‑pay support at 96.08% suggests positive investor views on compensation governance broadly .