Darren McDew
PARSONSAbout Darren W. McDew
Gen. Darren W. McDew (USAF, Ret.), age 64, has served as an independent director of Parsons Corporation since 2020 and is a Class III nominee up for re-election in 2025; he sits on the Corporate Governance & Responsibility and the Compensation & Management Development Committees . He is the former Commander of USTRANSCOM with a 36-year USAF career; he holds a B.S. in Civil Engineering from Virginia Military Institute and an M.S. in Aviation Management from Embry‑Riddle . Parsons reports all incumbent directors attended ≥90% of Board and committee meetings in 2024; the Board met eight times .
Past Roles
| Organization | Role | Tenure (years/dates) | Committees/Impact |
|---|---|---|---|
| United States Transportation Command (USTRANSCOM) | Commander | — | Led global air, land, sea transportation and patient movement; senior uniformed officer overseeing DOD global logistics |
| United States Air Force | Commander, Air Mobility Command | — | Senior command of air mobility operations |
| Office of the President | Military Aide to the President | — | Senior liaison and support role |
| Joint Chiefs of Staff | Strategic Plans and Policy | — | Senior planning and policy responsibilities |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Abbott Laboratories | Director | — | Public company; committee assignments not disclosed in PSN proxy |
| General Electric (GE) | Director | — | Public company; committee assignments not disclosed in PSN proxy |
| USAA | Director | — | Private; committee assignments not disclosed in PSN proxy |
Board Governance
- Independence: Parsons’ Board has 9 of 11 independent directors; the Board determined McDew is independent under NYSE standards .
- Committee service: Member, Compensation & Management Development Committee (5 meetings in 2024) and Corporate Governance & Responsibility Committee (4 meetings in 2024); all committees are fully independent .
- Attendance and engagement: All incumbent directors attended ≥90% of Board/committee meetings in 2024; Board held eight meetings and regular executive sessions of non-management directors .
- Structure: Chair/CEO combined (Carey A. Smith) with a Lead Independent Director (Steven F. Leer) to facilitate independent oversight .
- Ownership and trading controls: Director ownership guideline = 5x annual cash retainer (5-year compliance window); Rule 10b5‑1 trading plan required prior to selling shares; anti‑hedging and anti‑pledging policies apply to directors .
Fixed Compensation (Non-Employee Director Program)
| Component | Annual Amount (2024) | Notes |
|---|---|---|
| Board retainer (cash) | $100,000 | Non-employee directors may elect stock in lieu of cash via quarterly issuance |
| Lead Independent Director retainer | $35,000 | Applies only to Lead Independent Director |
| Audit & Risk Chair retainer | $20,000 | — |
| Audit & Risk member retainer | $11,500 | — |
| Compensation & Mgmt Development Chair retainer | $18,000 | — |
| Compensation & Mgmt Development member retainer | $8,000 | McDew is a member |
| Corporate Governance & Responsibility Chair retainer | $15,000 | — |
| Corporate Governance & Responsibility member retainer | $8,000 | McDew is a member |
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Darren W. McDew | $116,000 | $172,010 | $5,000 | $293,010 |
- 2025 changes approved: Annual Board retainer to $110,000; Audit Chair retainer to $25,000; annual LTI to $180,000 with immediate vesting (alignment consideration) .
Performance Compensation
| Element | Metric(s) | Weighting | Vesting | Notes |
|---|---|---|---|---|
| Non-employee Director RSUs | None (time-based RSUs) | N/A | Vests on first anniversary; accelerates on change in control, death or disability; prorated upon retirement for awards since 4/21/2020 | Directors may defer via Fee Deferral Plan |
Parsons’ director equity is time-based RSUs; no performance metrics (e.g., EBITDA or TSR) are applied to non-employee director grants .
Other Directorships & Interlocks
| Director | External Boards | Potential Interlocks |
|---|---|---|
| Darren W. McDew | Abbott Laboratories; General Electric; USAA | No Compensation Committee interlocks disclosed for Parsons’ 2024 committee members |
Expertise & Qualifications
- Large-scale operations leadership; cybersecurity and supply chain infrastructure management; strategic planning; risk management; succession planning; leadership development .
- Technical credentials: Civil engineering (VMI), aviation management (Embry‑Riddle) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Unvested Director RSUs | Notes |
|---|---|---|---|---|
| Darren W. McDew | 19,546 | — | 2,179 | Company policy: director guideline = 5x retainer; company states non-employee directors are in compliance or on track |
| Shares Outstanding (reference) | 106,777,126 | — | — | — |
Anti-hedging and anti-pledging: Directors are prohibited from hedging and pledging Parsons securities; Rule 10b5‑1 plan required for any sale .
Insider Trades
| Date | Transaction Type | Shares | Price | Source |
|---|---|---|---|---|
| — | — | — | — | No Form 4 transaction details disclosed in proxy; company reports Section 16(a) compliance (no delinquency noted for directors in 2024/2025) |
Compensation Committee Analysis
- Composition: All independent; members include Steven F. Leer (Chair), Mark K. Holdsworth, Ellen M. Lord, Darren W. McDew, Harry T. McMahon, David C. Wajsgras .
- Consultant: Semler Brossy serves as independent compensation consultant; independence affirmed; updates peer group and program design .
- Governance tools: Clawback policies (Dodd‑Frank compliant) covering cash and equity incentives; double‑trigger CIC for equity; no tax gross‑ups for parachute payments; no options repricing without shareholder approval .
Say‑on‑Pay & Shareholder Feedback
| Year | Approval % | Source |
|---|---|---|
| 2024 Annual Meeting (held 2025) | >98% | |
| 2023 Annual Meeting (held 2024) | >97% |
Governance Assessment
-
Strengths
- Independence: McDew is independent; committees fully independent .
- Engagement: ≥90% attendance; structured oversight via Lead Independent Director and executive sessions .
- Alignment: Director ownership guideline (5x retainer), anti‑hedging/pledging, 10b5‑1 plan requirement .
- Compensation governance: Independent consultant; robust clawbacks; double‑trigger CIC; high say‑on‑pay approvals indicating shareholder support .
-
Watch items / potential red flags
- Multiple external public boards (Abbott, GE) imply significant time commitments; however, no attendance shortfalls are disclosed .
- 2025 change to immediate vesting for director RSUs reduces deferral/retention effect; monitor for alignment impact over time .
- No related‑party transactions disclosed involving McDew; company maintains related‑person transaction review through Audit & Risk Committee .
-
Related‑party / conflicts
- No Compensation Committee interlocks; no related‑party transactions disclosed for directors in the period; ESOP and joint venture disclosures are routine and overseen by Board/Audit & Risk Committee .
Overall, McDew’s military logistics and risk management background aligns with Parsons’ federal and infrastructure missions; governance practices (independence, attendance, ownership, clawbacks) support board effectiveness with limited conflict signals based on disclosed information .