Christian Mitchell - Director | PARSONS (PSN) Executive Profile & Compensation

About M. Christian Mitchell

Independent director at Parsons (PSN) since 2011; age 70. Chair of the Audit and Risk Committee and designated “audit committee financial expert”; also serves on the Corporate Governance & Responsibility Committee. Former national managing partner at Deloitte & Touche LLP; founding board member of Deloitte Consulting; recognized NACD Board Leadership Fellow; B.S. in Accounting (summa cum laude), University of Alabama. Currently a director at Pacific Premier Bancorp, Inc. and AG Mortgage Investment Trust, Inc.

Past Roles

Organization	Role	Tenure	Committees/Impact
Deloitte & Touche LLP	National Managing Partner; Regional Managing Partner (assurance, enterprise risk services, financial services)	Not disclosed	Extensive governance and enterprise risk experience in large professional services organizations
Deloitte Consulting	Founding member, Board of Directors	Not disclosed	Board formation/governance experience

External Roles

Organization	Role	Tenure	Notes
Pacific Premier Bancorp, Inc.	Director	Current	Public company directorship
AG Mortgage Investment Trust, Inc.	Director	Current	Public company directorship
National Association of Corporate Directors (NACD)	National Board Member	2017–2019	NACD Board Leadership Fellow; named to “100 Most Influential People in Corporate Governance” in 2011 and 2012

Board Governance

Committee assignments: Chair, Audit and Risk Committee; Member, Corporate Governance & Responsibility Committee. Designated “audit committee financial expert.”
Independence: Board determined nine of eleven directors are independent, including Mitchell; Audit and Risk Committee is fully independent.
Attendance: In 2024, Board held 8 meetings; each director attended ≥90% of Board and applicable committee meetings. Audit and Risk Committee met 7 times.
Leadership structure: Chair/CEO role held by Carey A. Smith; Lead Independent Director is Steven F. Leer (effective April 14, 2022). Regular executive sessions of non-management directors are held.
Risk oversight: Audit and Risk Committee oversees internal controls, financial reporting, related party transactions, and information security; briefed at least quarterly on information security risks.

Fixed Compensation

Component (Non‑Employee Directors, FY2024)	Annual Amount
Annual Board Retainer	$100,000
Lead Independent Director Additional Retainer	$35,000
Audit & Risk Committee Chair Additional Retainer	$20,000
Audit & Risk Committee Member Additional Retainer	$11,500
Compensation & Management Development Committee Chair Additional Retainer	$18,000
Compensation & Management Development Committee Member Additional Retainer	$8,000
Corporate Governance & Responsibility Committee Chair Additional Retainer	$15,000
Corporate Governance & Responsibility Committee Member Additional Retainer	$8,000

Director (FY2024)	Fees Earned or Paid in Cash ($)	All Other Compensation ($)	Total ($)
M. Christian Mitchell	128,000	5,000 (charitable match)	305,010

2025 adjustments approved: Annual Board Retainer to $110,000; Audit & Risk Chair Retainer to $25,000.

Performance Compensation

Element	Detail	Value/Terms
Annual RSU grant (Non‑Employee Directors, policy)	Granted at each annual meeting under 2019 Incentive Plan	Target $170,000 ÷ 60‑day VWAP; vests on 1‑year anniversary; accelerates upon change in control, death, disability; prorated on retirement; deferrable under Fee Deferral Plan
Mitchell – Stock Awards (FY2024)	Aggregate grant date fair value under FASB ASC 718	$172,010
Unvested RSUs (as of 12/31/2024)	Outstanding RSUs	2,179 units
2025 change (LTI)	To align with market and attract talent	Long‑term equity increased to $180,000; vesting adjusted to vest immediately upon grant

Note: Non‑employee director equity is time-based (no performance metrics).

Other Directorships & Interlocks

Counterparty	Relationship Type	Potential Interlock/Conflict Consideration
Pacific Premier Bancorp, Inc.	Public company directorship	No related‑party transactions with Parsons disclosed involving Mitchell.
AG Mortgage Investment Trust, Inc.	Public company directorship	No related‑party transactions with Parsons disclosed involving Mitchell.

Expertise & Qualifications

Financial/accounting expertise; designated audit committee financial expert with required financial sophistication (SEC/NYSE).
Enterprise risk, corporate governance, assurance, and financial services leadership (Deloitte national/regional managing partner).
Recognitions: NACD Board Leadership Fellow; Directorship magazine “100 Most Influential People in Corporate Governance” (2011, 2012).
Education: B.S. in Accounting, summa cum laude, University of Alabama.

Equity Ownership

Holder	Shares Beneficially Owned (2/14/2025)	% of Outstanding	Notes
M. Christian Mitchell	24,289	— (less than 1%)*	As reported under SEC beneficial ownership rules
Unvested RSUs (12/31/2024)	2,179	—	Outstanding director RSUs

Shares outstanding used for percentages: 106,777,126 (as of 2/14/2025).
Stock ownership guidelines for non‑employee directors: 5× annual retainer within 5 years; compliance evaluated annually; directors currently in compliance or making sufficient progress based on time in role.
Anti‑hedging and anti‑pledging: Directors prohibited from hedging or pledging Parsons securities; Rule 10b5‑1 plan required before sales.

Proxy indicates “—” for individual director percentages and notes “less than 1%.”

Governance Assessment

Strengths: Independent director with deep audit/financial expertise; serves as Audit & Risk Chair and financial expert—aligned with PSN’s risk profile (government contracting, cyber/information security oversight). Strong attendance disclosure (≥90% for all directors) and active committee cadence (A&R met 7× in 2024).
Alignment: Balanced cash/equity director pay; time‑based RSUs with ownership guidelines at 5× retainer; anti‑hedging/pledging policy; unvested RSUs outstanding; 2025 compensation adjustments modest and market‑aligned.
Conflicts/Related Parties: No Mitchell‑specific related‑party transactions disclosed; A&R Committee oversees related‑party reviews under written policy.
Attendance/Engagement: Board holds regular executive sessions; independent leadership with Lead Independent Director; annual independent board/committee performance assessment conducted by The Miles Group in 2024.
RED FLAGS: None disclosed regarding low attendance, pledging/hedging, option repricing, or related‑party transactions involving Mitchell.