Matthew Ofilos
PARSONSAbout Matthew Ofilos
Matthew M. Ofilos is Chief Financial Officer of Parsons Corporation, appointed effective July 25, 2022 after serving as Executive Vice President of Finance since 2021 . He is 45 years old and holds an MBA from Boston University and a BS from Babson College; prior roles include leading multi‑billion‑dollar finance organizations at AWS and serving as CFO for Raytheon’s Space & Command & Control businesses within the IIS segment . Under Ofilos’ finance leadership, Parsons delivered record FY2024 results: revenue $6.8B (+24% YoY), adjusted EBITDA $605M (+30% YoY; 9.0% margin), net income $235M, and operating cash flow $524M, with book‑to‑bill of 1.0x and backlog of $8.9B . Long‑term incentives tied to cumulative revenue and adjusted EBITDA were reinforced by a relative TSR modifier; the 2022–2024 cycle paid out at ~156% after a 125% rTSR multiplier, evidencing strong value creation versus peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Parsons Corporation | Executive Vice President of Finance | 2021–2022 | Led financial operations including project controls, FP&A, accounting, treasury, and financial systems; contributed to profitable growth and high‑performance finance teams . |
| Amazon Web Services (AWS) | Finance leader, Worldwide Public Sector and Strategic Industries | Pre‑2021 | Led multi‑billion‑dollar finance organizations supporting high‑growth cloud segments . |
| Raytheon (IIS segment) | CFO, Space & Command & Control businesses | Prior to AWS | Drove segment financial management in defense programs across space and C2 portfolios . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public company board or external directorships disclosed for Ofilos. |
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 535,601 | 600,000 | +10.4% YoY to align with market and performance . |
| Target Bonus (% of Base) | — | 90% | AIP target set by Compensation Committee . |
| Actual AIP Bonus ($) | 846,300 | 957,900 | 2024 payout reflects 177.4% achievement . |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcomes
| Component | Weighting | Metric Target (Millions) | Actual (Millions) | Achievement % |
|---|---|---|---|---|
| Revenue | 25% | 5,900.0 | 6,750.6 | 172.1% |
| Adjusted EBITDA | 25% | 525.0 | 605.0 | 176.1% |
| Awards | 20% | 6,000.0 | 7,039.3 | 186.6% |
| Operating Cash Flow | 20% | 380.0 | 523.6 | 200.0% |
| Strategic Goal | 10% | — | — | 130.0% (weighted 13%) |
| Overall AIP Payout | — | — | — | 177.38% (CEO and NEOs) |
Quote and forward changes: The AIP in 2025 removes the strategic component; 100% of bonus will be measured on evenly weighted corporate financial goals, further tightening pay‑for‑performance alignment .
Long‑Term Incentives – 2024 Grants to Ofilos
| Award Type | Grant Date | Target Units/# | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| PSUs (2024–2026) | 2/26/2024 | 10,897 | 983,999 | 3‑yr cliff; payout by Mar‑2027 | 50% cumulative adjusted EBITDA, 50% cumulative revenue; rTSR modifier 75–125% vs custom peer set; 0–200% base payout; max modified payout 250% . |
| RSUs | 2/26/2024 | 7,265 | 585,123 | Ratable vest on Mar 9, 2025/2026/2027 | Time‑based retention . |
| Total 2024 LTI Target | — | — | 1,250,000 (60% PSUs; 40% RSUs) | — | — |
Outstanding Equity as of 12/31/2024 (Ofilos)
| Award | Units Outstanding (#) | Market Value ($) |
|---|---|---|
| 2024 RSUs | 7,265 | 670,196 (at $92.25 per share) |
| 2024–2026 PSUs (target) | 10,897 | 1,005,248 |
| 2023 RSUs | 6,591 | 608,020 |
| 2023–2025 PSUs (target) | 14,830 | 1,368,068 |
| 2022 RSUs (three‑year vest) | 12,800 | 1,180,800 |
| 2022 RSUs (ratable) | 2,732 | 252,027 |
| 2022–2024 PSUs (cycle achieved ~158%) | 12,288 | 1,133,568 |
| 2022–2024 PSUs (second grant) | 2,413 | 222,599 |
2022–2024 PSU Cycle Results (Company‑wide)
- Weighted average initial eligible PSU achievement 125% on cumulative awards and gross margin‑as‑sold; rTSR percentile rank yielded a 125% multiplier for total PSU payout of 156.25% .
- Committee adjusted gross margin‑as‑sold to exclude certain accretive contracts to EBITDA but below original margin target; certified at 23.0% threshold to reflect strategic decisions permitted by the plan .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 65,877 shares (includes ESOP and equity awards as defined under SEC rules); less than 1% of outstanding shares . |
| ESOP Shares | 1,248 shares (shared voting/investment power with ESOP) . |
| Near‑term Vesting Pressure | 22,970 PSUs scheduled to vest within 60 days of Feb 14, 2025 (gross shares, tax withholding at settlement) . |
| Ownership Guidelines | Executive officers required to hold 3x annual base salary; compliance measured on 60‑day VWAP; Ofilos is in compliance or on‑track based on time in role . |
| Anti‑Hedging/Pledging | Prohibits hedging and pledging of Parsons securities; directors and direct reports to CEO/CFO must implement a Rule 10b5‑1 plan prior to any sales . |
Vesting calendar: RSUs vest Mar 9, 2025/2026/2027; 2023 RSUs vest Feb 26, 2025/2026; 2022 RSUs vest Mar 1, 2025 or three‑year cliff (e.g., Ofilos grant vests Jul 31, 2025) . PSUs: 2023–2025 pay by Mar‑2026; 2024–2026 pay by Mar‑2027; 2022–2024 cycle paid Mar‑2025 subject to service through payment date .
Employment Terms
| Provision | Economics / Terms |
|---|---|
| Severance (non‑CIC) | Lump sum equal to 4.5x base monthly salary; plus 4 months of COBRA premiums for medical/dental/vision; subject to release and customary non‑compete/non‑solicit/confidentiality covenants . |
| Change‑in‑Control (CIC) Cash | Upon Good Reason resignation or termination without Cause within 18 months post‑CIC (double trigger): pro‑rata annual bonus; 2x base salary; 2x the greater of (a) target annual bonus or (b) average of prior two annual bonuses; plus cash for two years of medical, life, and supplemental disability coverage (subject to policy continuation and Section 409A timing) . |
| CIC Equity | RSUs and PSUs eligible for double‑trigger accelerated vesting; for PSUs, target units vest upon qualifying termination within 12 months following CIC if prior to payment date . |
| Tax Treatment | 280G/4999 cut‑down provision if reduction yields a better net after‑tax result (no excise tax gross‑ups) . |
| Clawbacks | Dodd‑Frank compliant clawback plus company policy enabling recovery of cash and equity (including time‑based awards) for detrimental conduct or restatements; 3‑year lookback . |
| Employment Contracts | No employment contracts for NEOs (at‑will employment) . |
Illustrative Potential Payments (Ofilos; as of 12/31/2024)
| Scenario | AIP Payout ($) | Cash Severance ($) | Benefits ($) | LTI Acceleration ($) |
|---|---|---|---|---|
| Involuntary (non‑CIC) | 957,900 | 225,000 | 10,421 | 1,180,800 |
| Retirement | 957,900 | — | — | 4,182,984 (pro‑rated PSUs at target) |
| Death/Disability | 957,900 | — | — | 4,172,929 |
| CIC + Involuntary | 957,900 | 2,280,000 | 62,526 | 6,489,972 |
Compensation Structure Analysis
- Equity‑heavy mix: 2024 LTI target $1.25M (60% PSUs, 40% RSUs), with PSUs tied to cumulative adjusted EBITDA and revenue and rTSR, emphasizing multi‑year value creation rather than near‑term stock moves .
- Strong pay‑for‑performance: AIP paid 177% of target in 2024 on record financial performance; 2025 AIP shifts to 100% financial metrics, removing the 10% strategic component to further tighten alignment .
- Governance‑friendly: No employment contracts, no option repricing, no tax gross‑ups on parachutes, robust clawbacks; anti‑hedging/pledging policy and mandatory 10b5‑1 plans prior to any insider sales .
- Minor Section 16 timing: 2023 Form 4 corrections were limited to RSU tax‑withholding events across NEOs, including Ofilos (four events); no substantive compliance violations reported .
Say‑on‑Pay & Peer Benchmarking
- Say‑on‑Pay approval: Over 98% support at 2024 annual meeting, indicating shareholder endorsement of pay design and outcomes .
- Peer group for 2024 pay setting: AECOM, Booz Allen Hamilton, CACI, Jacobs, KBR, Kratos, Leidos, Mercury Systems, SAIC, Stantec, Teledyne, Tetra Tech, WSP Global; 2025 revisions remove Mercury Systems and add V2X .
- Relative TSR peers for LTI modifier: AECOM, Booz Allen, CACI, Jacobs, Leidos, SAIC, Stantec, Tetra Tech, WSP Global .
Performance & Track Record
- FY2024 records: Revenue $6.8B (+24%), adjusted EBITDA $605M (+30%; 9.0% margin), net income $235M, operating cash flow $524M; trailing 12‑month book‑to‑bill 1.0x; backlog $8.9B .
- Growth initiatives: 15 large contracts >$100M won; acquisitions of BCC Engineering ($230M) and BlackSignal Technologies ($200M) to expand transport engineering and EW/cyber capabilities, respectively .
- Recognition: DefenseNews Top 100 (#41); multiple ENR rankings; strong ethical and trust ratings (Ethisphere; Forbes Most Trusted #8) .
Equity Ownership & Alignment (Detail Table)
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Matthew Ofilos | 65,877 | <1% | Includes 1,248 ESOP shares and 22,970 PSUs vesting within 60 days of Feb 14, 2025 . |
| ESOP (plan level) | 53,033,750 | 49.7% | ESOP trustee has demand registration rights per fiduciary duty . |
Employment Terms (Key Definitions)
- Good Reason/Cause definitions per CIC agreements; double‑trigger protection; Section 280G cut‑down applies to avoid excise taxes .
- RSU and PSU acceleration mechanics under CIC and qualifying terminations; PSUs at target under certain CIC terminations before payment date .
Investment Implications
- Strong alignment and retention: High proportion of at‑risk pay, multi‑year PSUs with rTSR modifier, strict ownership and anti‑hedging/pledging policies, and mandatory 10b5‑1 plans reduce misalignment and opportunistic selling risk .
- Near‑term selling pressure limited: Upcoming RSU and PSU vesting events are scheduled and service‑conditioned; Ofilos’ <1% ownership and policy constraints suggest orderly liquidity via plans rather than discretionary sales .
- Downside protection balanced with performance: Non‑CIC severance is modest (4.5 months of salary); CIC terms provide market‑standard 2x salary/bonus and benefits with double‑trigger equity, appropriate for retention amid M&A .
- Execution track record: Multi‑year record financial outperformance supports incentive payouts and signals continued value creation under Ofilos’ finance leadership; 2025 AIP refinements further emphasize top‑line/EBITDA delivery .