Michael Kolloway
PARSONSAbout Michael Kolloway
Michael R. Kolloway (age 64) is Chief Legal Officer and Corporate Secretary at Parsons Corporation (PSN). He was appointed General Counsel and Corporate Secretary in October 2017 and became Chief Legal Officer in January 2019; previously he served as Parsons’ Deputy General Counsel – Americas from March 2016 to October 2017 . His background includes Senior Vice President and Assistant General Counsel for Operations and Risk Management at AECOM and earlier partner experience at Rock, Fusco & Garvey; education includes a B.A. from St. Norbert College, J.D. from the University of Illinois College of Law, and the General Counsel Program at Harvard Law School . Over his tenure, company performance featured record revenue of $4.2B and adjusted EBITDA of $353M in 2022 (8.4% margin) and solid performance in 2020 with net income of ~$99M and adjusted EBITDA of $343M (8.7% margin); TSR values in Pay-Versus-Performance were 88.20 (2020), 81.52 (2021), and 112.04 (2022) on a $100 base .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Parsons Corporation | Deputy General Counsel – Americas | Mar 2016 – Oct 2017 | Legal leadership across Americas, foundational to later GC/Chief Legal Officer roles |
| Parsons Corporation | General Counsel & Corporate Secretary | Oct 2017 – Jan 2019 | Established corporate legal governance framework pre- and post-IPO |
| AECOM Technology Corporation | SVP & Assistant General Counsel (Operations & Risk Management) | Not disclosed | Led legal operations/risk management at large public engineering firm |
| Rock, Fusco & Garvey, Ltd. | Partner; Federal Trial Bar member (N.D. Ill.) | Not disclosed | Complex litigation and federal practice experience |
External Roles
| Organization | Role | Years |
|---|---|---|
| MUSE/IQUE (Pasadena, CA) | Board of Directors | Not disclosed |
| Association of Corporate Counsel | Member | Not disclosed |
| ACC Charlotte Chapter | In-House Mentorship Committee | Not disclosed |
Fixed Compensation
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Salary ($) | $458,076 | $489,423 | $505,769 | $514,413 | $526,610 |
| Target Bonus (%) | 75% of base | — | — | — | — |
| Target Bonus ($) | $356,250 | $375,000 | $382,500 | $388,238 | $399,885 |
| Actual Bonus Paid ($, AIP) | $452,400 | $201,700 | $420,700 | $711,400 | $709,400 |
Performance Compensation
Annual Incentive Plan (AIP)
| Year | Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| 2020 | Financial performance achievement | 100% for Kolloway | 75% of base ($356,250) | 127% achievement | $452,400 | Cash at year-end |
| 2021 | Company AIP | Not disclosed | $375,000 | Not disclosed | $201,700 | Cash |
| 2022 | Company AIP | Not disclosed | $382,500 | Not disclosed | $420,700 | Cash |
| 2023 | Company AIP | Not disclosed | $388,238 | Not disclosed | $711,400 | Cash |
| 2024 | Company AIP | Not disclosed | $399,885 | Not disclosed | $709,400 | Cash |
Equity Awards Granted
| Year | Award Type | Grant Date | Target Units (#) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| 2024 | PSU (2024–2026) | 2/26/2024 | 7,279 | $657,294 | 3-year performance; payout by Mar 2027; 50% cumulative adj. EBITDA, 50% cumulative revenue; rTSR modifier up to 250% |
| 2024 | RSU | 2/26/2024 | 4,853 | $390,861 | 1/3 each on Mar 9, 2025/2026/2027 |
| 2023 | PSU (2023–2025) | 2/27/2023 | 12,901 | $610,862 | 3-year performance; payout by Mar 2026; 50% cumulative adj. EBITDA, 50% cumulative revenue; rTSR modifier up to 250% |
| 2023 | RSU | 2/27/2023 | 8,601 | $391,001 | 1/3 each on Feb 26, 2024/2025/2026 |
| 2022 | PSU (2022–2024) | 3/2/2022 | 14,851 | $556,318 | 3-year performance; payout by Mar 2025; 50% cumulative contract award value, 50% gross profit margin as sold; rTSR modifier up to 250% |
| 2022 | RSU | 3/2/2022 | 9,900 | $344,718 | 1/3 each on Mar 1, 2023/2024/2025 |
| 2021 | PSU (2021–2023) | 3/1/2021 | 12,601 | $468,505 | 3-year performance; payout by Mar 2024; 50% cumulative contract award value, 50% adjusted EBITDA margin; rTSR modifier up to 250% |
| 2021 | RSU | 3/1/2021 | 8,401 | $296,807 | 1/3 each on Feb 28, 2022/2023/2024 |
| 2020 | PSU (2020–2022) | 2020 | 9,552 (target) | $399,000 target value | 3-year cliff vest |
| 2020 | RSU | 2020 | 6,368 (target) | $266,000 target value | 1/3 each on Mar 4, 2021/2022/2023 |
Equity Awards Vested (Realized)
| Year | PSUs Vested (#) | PSU Value ($) | RSUs Vested (#) | RSU Value ($) |
|---|---|---|---|---|
| 2024 (payout of 2021–2023 PSUs) | 17,139 | $1,380,375 | 8,968 | $724,971 |
| 2023 (payout of 2020–2022 PSUs) | 8,955 | $407,094 | 8,224 | $370,639 |
Equity Ownership & Alignment
- Anti-hedging and anti-pledging: Company prohibits hedging and pledging by employees and directors; executive compensation is subject to clawback policies including Dodd-Frank-compliant recovery of cash and equity (including time-based equity) under specified circumstances .
- Stock ownership guidelines apply to executive officers and directors; specific multiples not disclosed in proxies .
Beneficial Ownership Over Time
| As-of Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Feb 19, 2021 | 20,030 | <1% | Includes RSUs scheduled to vest within 60 days (2,122) and ESOP shares (4,155) |
| Feb 14, 2022 | 40,190 | <1% | Includes RSUs scheduled to vest within 60 days (4,922) and ESOP shares (4,845) |
| Feb 21, 2023 | 61,982 | <1% | Includes PSUs scheduled to vest within 60 days (20,603 for Smith; 8,955 for Kolloway) and ESOP shares (5,372) |
| Feb 20, 2024 | 76,181 | <1% | Includes PSUs scheduled to vest within 60 days (17,139) and ESOP shares (5,793) |
| Feb 14, 2025 | 103,400 | <1% | Includes PSUs scheduled to vest within 60 days (23,205) and ESOP shares (6,092) |
Outstanding Unvested/Unearned Equity (as of 12/31/2024)
| Award | Units (#) | Market Value ($) | Vesting |
|---|---|---|---|
| 2024 RSUs (unvested) | 4,853 | $447,689 | 1/3 on Mar 9, 2025/2026/2027 |
| 2023 RSUs (unvested) | 5,734 | $528,962 | 1/3 on Feb 26, 2025/2026 |
| 2022 RSUs (unvested) | 3,300 | $304,425 | Final tranche Mar 1, 2025 |
| 2024 PSUs (target, unearned) | 7,279 | $671,488 | 3-year cycle through 2026; payout by Mar 2027 |
| 2023 PSUs (target, unearned) | 12,901 | $1,190,117 | 3-year cycle through 2025; payout by Mar 2026 |
| 2022 PSUs (target, unearned) | 14,851 | $1,370,005 | 3-year cycle through 2024; payout by Mar 2025 |
Employment Terms
- Change-in-control (CIC) agreements: double-trigger protection; upon a Qualifying Event within 18 months following a change in control, severance equals 2× highest annualized base salary, 2× the greater of target bonus or average of prior 2 years’ bonuses, pro-rata bonus for the year, and a lump-sum cash amount for estimated medical, life, and supplemental disability coverage for two years; release and restrictive covenants required . Earlier proxy describes similar structure (3× protections for former Executive Chairman, not applicable to Kolloway) .
- Potential payments upon termination/CIC (as of 12/31/2023):
- Involuntary termination in connection with CIC: Cash severance $1,811,775; benefits $92,967; long-term incentive acceleration $3,659,442; AIP payout $711,400 .
- Indemnification agreements: Company indemnifies executive officers to fullest extent under Delaware law and maintains D&O insurance .
Deferred Compensation (Executive Restoration Plan)
| Year | Employer Contribution ($) | Aggregate Earnings ($) | Balance at Year-End ($) |
|---|---|---|---|
| 2021 | $15,954 | $2,090 | $18,044 |
| 2023 | $14,753 | $8,330 | $125,294 |
| 2024 | $14,529 | $10,466 | $150,289 |
Compensation Structure Analysis
- Mix shift: Kolloway’s compensation is consistently equity-heavy via annual RSU/PSU grants; 2024 stock awards GDFV of $1,048,154 vs. salary $526,610 underscores pay-at-risk tilt . 2023 and 2022 show similar equity emphasis (stock awards $1,001,864 in 2023; $901,036 in 2022) .
- Performance metrics tightened: PSU designs moved from contract awards and margin (2021–2023, 2022–2024) to cumulative adjusted EBITDA and revenue (2023–2025, 2024–2026), with rTSR modifier up to 250%, increasing linkage to value creation and market-relative outcomes .
- Governance: No employment contracts; no tax gross-ups on golden parachute payments; double-trigger only; no option repricing; strong clawback and anti-hedging/pledging policies .
Performance & Track Record
- Company performance (illustrative during tenure): 2022 record revenue $4.2B; net income $97M; adjusted EBITDA $353M (8.4% margin); backlog $8.2B . 2020 net income around $99M; adjusted EBITDA $343M (8.7% margin); awards $4.2B (book-to-bill 1.1) .
- Say-on-pay support: 97% approval in 2023; 98% approval in 2024, indicating investor alignment with executive pay program .
Risk Indicators & Red Flags
- Hedging/pledging prohibition mitigates misalignment risk; clawback coverage extends to cash and equity (including time-based equity) .
- CIC terms are market-norm (2× salary/bonus); no single-trigger vesting; no tax gross-ups, lowering governance risk .
- No related-party transactions disclosed for Kolloway; related person transaction policy and audit committee oversight in place .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Ownership guidelines | In place for executives; specific multiples not disclosed |
| Beneficial ownership % | <1% across years (see table above) |
| ESOP participation | Holds ESOP shares (e.g., 6,092 as of Feb 14, 2025) |
| Near-term vesting pressure | Multiple RSU tranches in 2025–2027 and PSU payouts in 2025–2027 could create periodic selling windows (quantified above) |
Employment Terms Summary
| Provision | Economics/Terms |
|---|---|
| CIC severance | 2× base salary; 2× greater of target bonus or average prior two bonuses; pro-rata bonus; two years of estimated benefit costs; double-trigger |
| AIP payout upon CIC termination | Pro-rata or greater-of payouts per plan terms |
| Clawback policies | Executive clawback + Dodd-Frank compliant policy; recover cash and equity including time-based awards |
| Hedging/pledging | Prohibited |
| Agreements | Indemnification; D&O insurance |
Investment Implications
- Alignment: Heavy use of PSUs tied to cumulative adjusted EBITDA and revenue (plus rTSR modifier) meaningfully aligns Kolloway’s incentives with top-line growth, margin discipline, and shareholder returns; strong say-on-pay support corroborates investor confidence .
- Retention vs. liquidity: The stack of unearned PSUs across 2024–2026 cycles and multi-year RSU vesting through 2027 (“golden handcuffs”) supports retention; however, recurring RSU and PSU settlements in 2025–2027 may introduce episodic insider selling pressure around vest dates .
- Governance quality: Double-trigger CIC, no tax gross-ups or option repricing, and robust anti-hedging/pledging/clawback policies reduce governance risk, limiting negative trading signals from compensation design .
- Company performance context: Strong revenue/EBITDA trajectory and positive TSR underpin pay-for-performance credibility; continuation of EBITDA/revenue PSUs suggests confidence in multi-year value creation .