Ellen Lord
PARSONSAbout Ellen Lord
Ellen M. Lord (age 65) is an independent director of Parsons (PSN) since 2022. She serves on the Compensation & Management Development Committee and the Corporate Governance & Responsibility Committee. Lord previously served as U.S. Under Secretary of Defense for Acquisition and Sustainment (Aug 2017–Jan 2021) and as President & CEO of Textron Systems (Oct 2012–Aug 2017). She holds an MS in chemistry from the University of New Hampshire and a BA in chemistry from Connecticut College.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Defense | Under Secretary of Defense for Acquisition & Sustainment | Aug 2017–Jan 2021 | Responsible for acquisition, developmental testing, contract administration, logistics/material readiness, installations/environment, operational energy, CBRN, acquisition workforce, and defense industrial base |
| Textron Systems | President & CEO | Oct 2012–Aug 2017 | Led multi‑billion-dollar defense/homeland security/aerospace/infra company; prior leadership roles at Textron Systems and related companies |
| National Defense Industrial Association | Vice Chairman (former) | Not disclosed | Defense industry leadership and advocacy |
| U.S. Naval Institute; U.S.-India Business Council; Defense Technology Initiative | Board member (former) | Not disclosed | Sector thought leadership |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| AAR Corporation | Director | Not disclosed | Public company director |
| Comtech Telecommunications Corporation | Director | Not disclosed | Public company director |
| Voyager Space Holdings | Director | Not disclosed | Director at aerospace/space company |
| Various companies | Advisor | Current | Independent consultant to aerospace, defense and industrial industries |
Board Governance
- Committee assignments: Compensation & Management Development; Corporate Governance & Responsibility .
- Independence: Board determined Lord is independent under NYSE standards; nine of eleven directors are independent .
- Attendance and engagement: Board held 8 meetings in FY2024; all incumbent directors attended ≥90% of Board/committee meetings; directors are expected to attend the annual meeting .
- Board leadership: Lead Independent Director is Steven F. Leer; regular executive sessions of non‑management directors are held .
- Annual assessment: Board and committees engaged The Miles Group for an independent assessment of performance, skills and independence; discussed recommendations for 2025 objectives .
- Compensation committee interlocks: None—no member (including Ms. Lord) served on another entity’s board/comp committee with Parsons executives serving on PSN’s Board/committee during 2024 .
Fixed Compensation
| Component | 2024 Amount | 2025 Policy Update | Notes |
|---|---|---|---|
| Annual Board Retainer (Cash) | $100,000 | $110,000 | Non‑employee directors may elect to receive cash retainers as fully vested shares quarterly based on 60‑day VWAP |
| Lead Independent Director Additional Retainer | $35,000 | Unchanged | Applies to Lead Independent Director |
| Audit & Risk Committee Chair Retainer | $20,000 | $25,000 | Committee chair fee |
| Audit & Risk Committee Member Retainer | $11,500 | Unchanged | Committee member fee |
| Compensation Committee Chair Retainer | $18,000 | Unchanged | Committee chair fee |
| Compensation Committee Member Retainer | $8,000 | Unchanged | Committee member fee |
| Corporate Governance & Responsibility Chair Retainer | $15,000 | Unchanged | Committee chair fee |
| Corporate Governance & Responsibility Member Retainer | $8,000 | Unchanged | Committee member fee |
| Ellen Lord—Fees Earned (FY2024) | $116,000 | — | Includes base and committee retainers |
Performance Compensation
| Equity Component | 2024 Grant Policy | 2025 Policy Update | Vesting | Ellen Lord—Unvested RSUs at 12/31/2024 |
|---|---|---|---|---|
| Annual Director RSUs | $170,000 grant value, RSUs determined by 60‑day VWAP | $180,000 grant value; vest immediately upon grant | Standard: 1‑year cliff vest; accelerates at change in control, death/disability; prorated at retirement; deferral elections available | 2,179 RSUs |
Performance metrics table (directors): None. Non‑employee director equity is time‑based RSUs; no financial or ESG performance metrics are tied to director equity grants .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | AAR Corporation; Comtech Telecommunications Corporation |
| Private/other boards | Voyager Space Holdings |
| Committee interlocks (PSN) | No compensation committee interlocks reported for 2024 |
| Shared directorships with PSN customers/suppliers | Not disclosed in PSN proxy |
Expertise & Qualifications
- National security acquisition and sustainment leader (USD(A&S)); deep regulatory/government contracting and defense industrial base expertise .
- Multi‑billion P&L leadership at Textron Systems; operations and strategic planning experience .
- Education in chemistry (BA, MS) supporting technical comprehension across defense technologies .
- Independent consultant across aerospace/defense/industrial sectors .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Shares beneficially owned (Ellen M. Lord) | 8,968 shares | As of Feb 14, 2025; percent column not shown for individual director in table |
| Unvested RSUs (director grants) | 2,179 units | As of Dec 31, 2024 |
| Shares outstanding (PSN) | 106,777,126 shares | As of Feb 14, 2025 |
| Ownership guidelines (directors) | 5× annual cash retainer; 5‑year compliance window; counts unvested RSUs and deferred units (SVRP) | |
| Compliance status | Non‑employee directors are in compliance or making sufficient progress per time in role | |
| Hedging/pledging | Prohibited for directors; Rule 10b5‑1 plan required before selling company stock |
Governance Assessment
- Board effectiveness: Lord brings rare USD(A&S) depth in acquisition oversight, defense industrial base, and regulatory compliance to PSN’s governance in two key committees (Compensation; Corporate Governance), bolstering risk oversight and talent/strategy alignment .
- Independence and engagement: Independent status, ≥90% meeting attendance, and Board use of external assessment (Miles Group) indicate strong governance rigor; regular executive sessions and a Lead Independent Director structure enhance oversight .
- Compensation alignment: Director pay is balanced between cash retainers and equity; 2025 move to immediate vesting RSUs could modestly reduce holding period incentive, but 5× retainer ownership guideline and anti‑hedging/pledging policy maintain alignment with shareholders .
- Conflicts and red flags: No compensation committee interlocks and no director‑specific related‑party transactions disclosed; strong say‑on‑pay support (98% in 2024) and clawback policies at the executive level signal a shareholder‑friendly compensation environment .
- Watch items: Multiple external board roles across defense/aerospace could warrant monitoring for potential information flow or scheduling conflicts; PSN’s policies and independence determinations, plus absence of disclosed related‑party transactions, mitigate conflict risk at present .