Harry McMahon
PARSONSAbout Harry T. McMahon
Independent Class I director at Parsons Corporation since 2018; age 71. Serves on the Audit and Risk Committee and the Compensation & Management Development Committee, with finance and capital markets expertise from 32 years in investment banking . The Board determined he is independent under NYSE standards; all incumbent directors attended at least 90% of aggregate Board and committee meetings in FY2024 (Board met 8 times) . Education: BA and honorary doctorate, Claremont McKenna College; MBA, University of Chicago Booth School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrill Lynch | Co‑Head, Global Corporate Finance | Part of 32 years in investment banking | Led teams on M&A and corporate finance advisory across infrastructure, engineering, aerospace & defense, enterprise tech, and federal services |
| Bank of America | Executive Vice‑Chairman | Part of 32 years in investment banking | Strategic and financial solutions for corporations/institutions; adjacent industries to Parsons |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Direct Relief | Director | Current | Global humanitarian aid governance |
| Claremont McKenna College | Trustee; former Chair of the Board | Current/former | Academic governance leadership |
Board Governance
- Committees: Audit and Risk; Compensation & Management Development; not a committee chair .
- Independence: Board determined McMahon is independent; 9 of 11 directors were independent in 2024 .
- Attendance and engagement: Board held 8 meetings in FY2024; all incumbent directors attended ≥90% of Board/committee meetings .
- Executive sessions: Regular executive sessions of non‑management directors occur; Lead Independent Director is Steven F. Leer .
- Trading plans and conduct: Directors must adopt SEC Rule 10b5‑1 plans prior to any sale; anti‑hedging and anti‑pledging of Parsons stock apply to directors .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $100,000 | Standard for non‑employee directors |
| Audit & Risk Committee member fee (cash) | $11,500 | Member fee |
| Compensation & Management Development Committee member fee (cash) | $8,000 | Member fee |
| Total Fees Earned or Paid in Cash (McMahon) | $119,500 | Sum of retainer + committee fees |
| Stock Awards (grant‑date fair value) | $172,010 | Annual RSU grant value recognized |
| All Other Compensation | $5,000 | Company charitable match |
| Total FY2024 Director Compensation | $296,510 | Fees + stock awards + other |
Forward changes:
- FY2025 policy adjustments: Annual Board retainer increased to $110,000; Audit & Risk Chair retainer to $25,000; long‑term director equity to $180,000 with immediate vesting upon grant .
Performance Compensation
- Director equity grants are time‑based RSUs; no performance metrics apply to director compensation .
- Vesting: RSUs typically vest on the first anniversary of grant; accelerate upon change in control, death, or disability; prorated vesting upon retirement from the Board .
| Equity Element | FY2024 Policy Value | McMahon FY2024 Recognized |
|---|---|---|
| Annual Director RSU grant (policy) | $170,000 (converted to RSUs at 60‑day VWAP) | $172,010 grant‑date fair value recognized |
Other Directorships & Interlocks
- Current public company boards: None disclosed for McMahon; external roles are non‑profit/academic .
- Compensation committee interlocks: None; the Compensation & Management Development Committee reports no interlocks or insider participation for 2024 .
Expertise & Qualifications
- Capital markets and M&A leadership across sectors adjacent to Parsons (infrastructure, engineering, A&D, enterprise tech, federal services) .
- Financial literacy; Audit & Risk membership alongside multiple designated financial experts on the committee .
- Governance experience from academic and humanitarian boards .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Harry T. McMahon | 37,889 | As of Feb 14, 2025; less than 1% of outstanding shares |
| Unvested Director RSUs (McMahon) | 2,179 | As of Dec 31, 2024 |
| Shares Outstanding (reference) | 106,777,126 | As of Feb 14, 2025 |
- Ownership guidelines: Non‑employee directors must reach equity holdings equal to 5x annual cash retainer within five years (from Jan 1, 2020 or appointment date). Compliance for non‑employee directors is currently affirmed .
- Anti‑hedging/anti‑pledging: Prohibited for directors; 10b5‑1 plan required before any sale .
- Pledging or related encumbrances: No pledging permitted, and no pledges disclosed for McMahon in the proxy .
Governance Assessment
- Strengths: Independent director with deep financial and M&A expertise; active service on Audit and Compensation committees that oversee risk, controls, pay design, and clawbacks; strong attendance and regular executive sessions indicate engaged oversight .
- Alignment: Meaningful share ownership and ongoing RSU grants, with robust anti‑hedging/anti‑pledging policies and ownership guidelines at 5x retainer bolster alignment .
- Compensation structure: Balanced cash retainer plus equity; no meeting fees; 2025 move to immediate vesting for director equity increases liquidity but retains ownership guideline discipline .
- Conflicts and related‑party exposure: No related‑party transactions disclosed involving McMahon; Audit Committee policies require review of any such transactions ≥$120,000, none reported for him .
- RED FLAGS: None disclosed specific to McMahon—no attendance shortfalls, no Section 16 issues, no related‑party transactions, no hedging/pledging .
Notes:
- Audit & Risk Committee met 7 times; Compensation & Management Development Committee met 5 times in FY2024, indicating active committee cadence .
- Say‑on‑pay support was >98% at the 2024 annual meeting, signaling shareholder confidence in compensation governance broadly (context for his comp committee role) .