David Wajsgras
PARSONSAbout David C. Wajsgras
David C. Wajsgras (age 65) is an independent Class II director of Parsons Corporation, serving since 2020. He is Chief Executive Officer of Intelstat (global satellite communications) since 2022 and previously led Raytheon’s Intelligence, Information and Services business; he is designated an Audit and Risk Committee financial expert. He holds a B.S. in accounting from the University of Maryland and an MBA from American University; industry recognitions include Executive Mosaic’s Wash100 (7 years), WashingtonExec CEO of the Year (2023), Intel Industry Executive of the Year (2019), and FCW Industry Eagle (2018) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raytheon Company (now part of RTX) | President, Intelligence, Information & Services (IIS) | — | Led large defense IT/cyber portfolio; multiple industry awards cited in biography |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intelstat | Chief Executive Officer | 2022–present | Drives innovation/value across government, media, MNOs, aviation, and mobility sectors |
Board Governance
- Committees: Audit & Risk (member) and Compensation & Management Development (member); not a chair .
- Independence and attendance: NYSE independent; all incumbent directors attended ≥90% of Board/committee meetings in FY2024; Board met 8 times .
- Committee workload: Audit & Risk met 7 times; Compensation & Management Development met 5 times; Corporate Governance & Responsibility met 4 times .
- Executive sessions and leadership: Regular executive sessions of non-management directors; Steven F. Leer is Lead Independent Director .
Fixed Compensation
- Non-employee director cash structure (FY2024): Board retainer $100,000; lead independent director add’l $35,000; Audit & Risk chair $20,000/member $11,500; Compensation chair $18,000/member $8,000; CG&R chair $15,000/member $8,000 .
- FY2025 adjustments approved: Board retainer increased to $110,000; Audit & Risk chair to $25,000; LTI target to $180,000; long-term RSUs vest immediately upon grant (policy change) .
| Component | FY2024 | FY2025 (approved) |
|---|---|---|
| Annual Board Retainer | $100,000 | $110,000 |
| Audit & Risk Chair Retainer | $20,000 | $25,000 |
| Long-Term Incentive (RSUs) | $170,000 target grant value | $180,000 target; immediate vesting |
- Wajsgras FY2024 director pay: Fees $119,500; Stock awards $180,607; Change in deferred comp earnings $776; All other compensation (charitable match) $5,000; Total $305,883 .
- Equity election: Wajsgras elected to receive $119,500 of fees in fully vested shares (1,591 shares); incremental FMV over target of $8,596 recorded under “Awards” .
| David C. Wajsgras – Director Compensation (FY2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 119,500 |
| Stock Awards (grant-date fair value) | 180,607 |
| Change in Deferred Comp Earnings | 776 |
| All Other Compensation (charitable match) | 5,000 |
| Total | 305,883 |
Performance Compensation
- Director equity policy: Annual RSUs granted at each annual meeting equal to $170,000 divided by the 60-trading-day weighted average price; RSUs vest on first anniversary; accelerate upon change in control, death, or disability; prorated vesting upon retirement; deferral elections permitted . FY2025 policy change sets RSU target at $180,000 and immediate vesting at grant .
- Unvested RSUs held (12/31/2024): 2,179 units .
| PSN Executive Pay Metrics Under Compensation Committee Oversight (FY2024) | Type | Target | Actual | Achievement |
|---|---|---|---|---|
| Revenue ($M) | Corporate | 5,900.0 | 6,750.6 | 172.1% |
| Adjusted EBITDA ($M) | Corporate | 525.0 | 605.0 | 176.1% |
| Awards ($M) | Corporate | 6,000.0 | 7,039.3 | 186.6% |
| Cash Flow ($M) | Corporate | 380.0 | 523.6 | 200.0% |
| Strategic Goal (qualitative) | Corporate | — | — | 130.0% (weighted 13.0%) |
| Overall Annual Incentive Payout | — | — | — | 177.38% |
Other Directorships & Interlocks
- Current public company boards: PSN director; no additional public boards disclosed for Wajsgras in the PSN proxy biography .
- Compensation committee interlocks: None; PSN’s Compensation & Management Development Committee members (including Wajsgras) did not serve on boards or compensation committees of entities with PSN executives on their boards/committees .
Expertise & Qualifications
- Audit & Risk financial expert designation; financial sophistication per SEC/NYSE standards .
- Deep government/defense, cybersecurity, and satellite communications operating experience; strategic planning and risk management credentials .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Shares Beneficially Owned | 32,124 shares (as of 2/14/2025) |
| Shares Outstanding Basis | 106,777,126 shares outstanding (as of 2/14/2025) |
| Ownership % of Outstanding | ≈0.030% (calculated from 32,124 ÷ 106,777,126) |
| Unvested RSUs (Director) | 2,179 units (12/31/2024) |
| Fees taken in stock (FY2024) | 1,591 fully vested shares issued for $119,500 fee election |
| Director Ownership Guideline | 5x annual retainer; non-employee directors are in compliance or on track based on time in role |
| Trading/Alignment Policies | 10b5-1 plan required before selling; anti-hedging and anti-pledging prohibited |
Governance Assessment
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Positives:
- Independent director with dual committee roles; designated audit financial expert strengthening oversight of reporting, controls, and cybersecurity risk .
- Strong attendance and active committee cadence (Audit: 7; Compensation: 5), indicating engagement .
- Alignment signals: election to take cash fees in stock; compliance with 5x retainer ownership guideline; robust anti-hedging/anti-pledging and mandated 10b5-1 plans .
- Compensation oversight credibility: high say-on-pay approval (98% in 2024), explicit clawback policies, independent consultant (Semler Brossy), and peer group rigor .
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Potential Risks / RED FLAGS:
- Immediate vesting of director RSUs starting FY2025 reduces retention/long-term alignment versus one-year vesting; investors may view as weakening governance incentives despite higher LTI target .
- External CEO role at Intelstat could pose time-commitment constraints; no related-party transactions disclosed, but overlapping government customer exposure warrants continued monitoring via PSN’s related-person transaction policies and Audit & Risk review .
- Performance goal adjustments: committee exercised discretion to adjust gross margin-as-sold metric in 2022–2024 PSU cycle (for NEOs) to exclude contracts; while permitted, such discretion warrants investor scrutiny for consistency and transparency in future cycles .
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Overall: Wajsgras brings relevant operating and financial expertise and is an active, independent committee member. Alignment is supported by stock elections and ownership guidelines, though the 2025 shift to immediate vesting for director RSUs and discretionary performance adjustments in executive awards merit monitoring for potential erosion of pay-for-performance integrity .