Mark Holdsworth

About Mark K. Holdsworth

Independent Class II director at Parsons since 2006 (age 59), serving on the Compensation & Management Development and Corporate Governance & Responsibility Committees . Founder and Managing Partner of The Holdsworth Group; previously Co‑Founder/Managing Partner/Operating Partner at Tennenbaum Capital Partners (1999–2018; acquired by BlackRock in 2018) and Managing Director at BlackRock until April 2019 . External roles include Chairman of RF Industries, Ltd. (NASDAQ: RFIL) and previously board member at PlantsExpress.com . Education: B.A. Pomona College, B.S. California Institute of Technology, MBA Harvard Business School .

Past Roles

External Roles

Board Governance

• Committees: Compensation & Management Development (member); Corporate Governance & Responsibility (member) .
• Independence: Board determined Mr. Holdsworth is independent under NYSE standards; 9 of 11 directors independent .
• Attendance: Board met 8 times in 2024; all directors attended ≥90% of Board and committee meetings during their service periods .
• Committee activity: Compensation Committee met 5 times in 2024; Corporate Governance & Responsibility met 4 times in 2024 .
• Lead Independent Director: Steven F. Leer; Chair/CEO is Carey A. Smith .
• Anti‑hedging/pledging: Prohibited for directors; 10b5‑1 trading plan required before any sales .
• Committee report signatory: Included on the Compensation & Management Development Committee report .

Fixed Compensation

• 2024 cash components: Annual Board Retainer $100,000; Compensation Committee member $8,000; Corporate Governance & Responsibility Committee member $8,000 .
• Directors may elect to receive cash retainers in fully vested shares (issued quarterly using a 60‑trading day VWAP formula) and may defer fees under the Fee Deferral Plan .

Performance Compensation

• 2025 changes approved: Annual Board Retainer increased to $110,000; Audit Chair retainer to $25,000; long‑term incentive increased to $180,000 with vesting adjusted to vest immediately upon grant (reduces time‑based retention) .
• No performance metrics apply to director RSUs (time‑based vesting only) .

Other Directorships & Interlocks

• Compensation Committee Interlocks: None—no member served on another entity’s board/comp committee with reciprocal executive overlap during 2024 .

Expertise & Qualifications

• Specializations: Active management oversight, strategy, M&A, complex financings across sectors .
• Public company and executive experience: Board notes all members have public company and executive experience .
• Education: B.A. Pomona; B.S. Caltech; MBA Harvard .

Equity Ownership

• Director ownership guidelines: 5× annual cash retainer; includes direct/indirect common stock, unvested RSUs, and SVRP units; measured by trailing 60‑day VWAP; compliance evaluated annually .
• Compliance: Non‑employee directors are in compliance or making sufficient progress based on time in role .
• Trading restrictions: Anti‑hedging and anti‑pledging; 10b5‑1 plan required prior to any sales .

Governance Assessment

• Strengths:
  • Independence and engagement: Independent director with ≥90% attendance; active on two key committees .
  • Pay‑for‑performance oversight: Member of Compensation Committee with clawback policy administration; strong governance practices (no hedging/pledging, no option repricing, double‑trigger vesting) .
  • Shareholder support: 2024 say‑on‑pay approved by over 98% of votes, indicating broad endorsement of compensation governance .
  • Ownership alignment: RSU grants and 5× retainer ownership guideline; compliance affirmed for non‑employee directors .
• Potential watch items:
  • 2025 director RSUs vest immediately upon grant, reducing multi‑year retention and potentially weakening time‑based alignment versus prior one‑year vest .
  • No specific director‑level performance metrics for equity; awards are time‑based .
• Conflicts/related parties:
  • Proxy’s “Certain Relationships and Related Party Transactions” section discusses ESOP and JV arrangements; no related‑party transactions disclosed involving Mr. Holdsworth .
  • Committee interlocks: None in 2024 .

Overall, Mr. Holdsworth brings deep capital markets and M&A experience, long tenure, and independent oversight on Compensation and Corporate Governance committees, with solid attendance and alignment policies. The 2025 shift to immediately vesting director RSUs merits monitoring for alignment implications relative to prior time‑based vesting .