Steven Leer
PARSONSAbout Steven F. Leer
Steven F. Leer, age 72, has served on Parsons Corporation’s board since 2013 and is the Lead Independent Director (effective April 14, 2022). He is a member of the Audit & Risk Committee and chairs the Compensation & Management Development Committee; the board has designated him an “audit committee financial expert.” Leer holds a B.S. in electrical engineering from the University of the Pacific and an MBA from Washington University’s Olin School of Business. He previously served as chairman and CEO of Arch Coal and has extensive experience in M&A, regulatory affairs, and board leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arch Coal, Inc. | Chairman of the Board | 2006–Apr 2014 | Led board oversight and strategic direction |
| Arch Coal, Inc. | Chief Executive Officer | 1992–2012 | Executed acquisitions/sales; managed regulatory interfaces |
| Arch Coal, Inc. and predecessor | Director | 1992–2014 | Board governance across transformation |
| Norfolk Southern Corporation | Director | Not disclosed | Prior public company board experience |
| Cenovus Energy | Director | Not disclosed | Prior public company board experience |
| USG Corporation | Director | Not disclosed | Prior public company board experience |
| University of the Pacific | Regent (former) | Not disclosed | Higher education governance |
| Washington University in St. Louis | Trustee (former) | Not disclosed | Higher education governance |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| — | — | None disclosed | No current external public company directorships disclosed in the proxy |
Board Governance
- Lead Independent Director responsibilities include chairing executive sessions of independent directors, facilitating communications with the Chair/CEO, and reviewing board information flow .
- Independence: Parsons’ board has nine independent directors; Leer is independent under NYSE standards .
- Committees: Audit & Risk (member); Compensation & Management Development (chair) .
- Financial expertise: The board determined that Leer is an Audit & Risk Committee financial expert per SEC rules .
- Attendance: In FY2024, the board met eight times; all incumbent directors attended at least 90% of board and committee meetings .
- Executive sessions: The board holds regular executive sessions of non-management directors .
- Annual assessment: In 2024, the Miles Group conducted an independent assessment of board and committee performance .
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | 100,000 | Policy amount for non-employee directors |
| Lead Independent Director Additional Retainer | 35,000 | Applies to Leer |
| Audit & Risk Committee Member Retainer | 11,500 | Applies to Leer |
| Compensation Committee Chair Retainer | 18,000 | Applies to Leer |
| Total Cash Fees (FY2024) | 164,500 | Matches policy components |
| All Other Compensation | 5,000 | Company charitable matching contribution |
| Total Director Compensation (Cash + Stock) | 341,510 | Includes $172,010 stock grant (RSUs) |
Policy changes approved for FY2025: Annual board retainer increased to $110,000; Audit Chair retainer to $25,000; LTI increased to $180,000 with immediate vesting at grant .
Performance Compensation
- Director equity: Time-based RSUs granted annually at the stockholders’ meeting with a target value of $170,000 in FY2024; RSUs vest on the first anniversary of grant (accelerate upon change-in-control, death, or disability; pro-rata vesting upon board retirement). Starting FY2025, $180,000 RSUs vest immediately upon grant .
- Unvested RSUs (as of 12/31/2024): 2,179 units for Leer .
Executive pay program metrics overseen by Leer as Compensation Committee Chair:
| FY2024 Annual Incentive (AIP) Metrics | Weight | Target (USD mm) | Actual (USD mm) | Achieved (%) |
|---|---|---|---|---|
| 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% |
| Cash Flow | 20% | 380.0 | 523.6 | 200.0% |
| Strategic Goal | 10% | — | — | 130.0% (weighted) |
| Resulting AIP payout factor | — | — | — | 177.38% |
Long-term PSUs (2024–2026 grants):
- 60% of LTI target as PSUs: 50% cumulative adjusted EBITDA, 50% cumulative revenue; rTSR modifier 75–125% versus a custom peer benchmark; payouts range 0–200% before rTSR modifier, up to 250% with rTSR .
- Prior PSU cycle (2022–2024) payout: Financial performance at 125% (contract awards and adjusted gross profit margin as sold after permitted adjustments), rTSR modifier 125%, total 156% payout .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None; Parsons states no interlocks for current Compensation Committee members in FY2024 . |
| Prior public company boards | Norfolk Southern Corporation; Cenovus Energy; USG Corporation (dates not disclosed) . |
Expertise & Qualifications
- Financial and capital markets expertise; designated audit committee financial expert .
- Operational and regulatory experience, including environmental agencies and regulators from Arch Coal leadership .
- Strategic planning, M&A execution, and governance leadership (Lead Independent Director) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 24,720 | As of Feb 14, 2025 |
| Shares outstanding | 106,777,126 | As of Feb 14, 2025 |
| Ownership % of outstanding | ~0.023% (24,720 / 106,777,126) | |
| Unvested director RSUs | 2,179 | As of Dec 31, 2024 |
| Director stock ownership guideline | 5× annual cash retainer; all non-employee directors in compliance/progress based on tenure | |
| Anti-hedging/pledging policy | Hedging and pledging prohibited for directors; Rule 10b5-1 trading plan required prior to selling Company securities |
Insider Trades and Section 16
| Topic | Disclosure |
|---|---|
| Section 16(a) compliance | Company reports compliance for FY2019–FY2024 and early 2025, with exceptions limited to certain officer RSU tax withholdings in 2023; no director-specific exceptions noted . |
Governance Assessment
-
Strengths:
- Independent leadership with a Lead Independent Director and regular executive sessions; 100% independent key committees; robust clawback policies compliant with Dodd-Frank .
- High board and committee engagement (≥90% attendance), external evaluation by Miles Group, and clear ownership/insider trading policies supporting alignment and trading discipline .
- Director pay mix balanced toward equity ($172,010 RSUs, $164,500 cash), with 2025 adjustments aligning to market and immediate vesting simplifying grant mechanics .
-
Watch items / potential red flags:
- Compensation Committee discretion: PSU 2022–2024 gross profit margin “as sold” metric adjusted to exclude contracts not contemplated at goal-setting, which raised performance to threshold; aggregate payout 156% after rTSR. Although permitted under plan and rationale provided (accretive to adjusted EBITDA), investors may scrutinize use of adjustments in pay-for-performance outcomes .
- Elevated FY2024 AIP payout factor (177.38%)—performance-driven across metrics—warrants ongoing monitoring to ensure targets remain sufficiently rigorous amid strong growth .
- ESOP as a significant shareholder (49.7%) and related governance touchpoints are managed via policy and independent fiduciary; no director-specific related-party transactions disclosed, but continued oversight remains important .
-
Shareholder support and engagement:
- Say-on-pay approval >98% at 2024 annual meeting indicates strong investor support for compensation philosophy and program oversight by the committee chaired by Leer .