Susan Balaguer
PARSONSAbout Susan Balaguer
Susan M. Balaguer is Chief Human Resources Officer (CHRO) of Parsons Corporation, appointed effective July 16, 2021. She has 30+ years of global HR experience, including large-scale integrations and M&A across public and private companies; prior roles include CHRO at Serco North America and Engility, SVP HR Operations at CACI, and over twenty years of progressive HR leadership at Raytheon . Company performance under the most recent fiscal year includes record revenue of $6.8B (+24% YoY), record adjusted EBITDA of $605M (+30% YoY) with margin of 9.0%, and record operating cash flow of $524M, metrics that directly underpin the NEO incentive design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Serco North America | Chief Human Resources Officer | Not disclosed | Led enterprise HR; experience spans M&A and large-scale business integrations . |
| Engility | Chief Human Resources Officer | Not disclosed | Led HR for a federal contractor during portfolio integration phases . |
| CACI | SVP, HR Operations | Not disclosed | Ran HR operations; supported complex government services workforce . |
| Raytheon | Progressive HR leadership roles | 20+ years | Deep defense-industry HR leadership; foundational expertise for talent, integrations . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Parsons DEI Council | Executive sponsor | Not disclosed | Executive sponsor for Diversity, Equity & Inclusion initiatives . |
| Mid Atlantic Organizational Development Executive Roundtable | Member | Not disclosed | External roundtable participation on OD/HR topics . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $448,875 | $469,074 |
| Target Bonus (%) of Salary | — | 75% |
| Target Bonus ($) | — | $351,806 |
| Actual Bonus Paid ($) | $616,900 | $624,100 |
| All Other Compensation ($) | $57,547 | $59,749 |
All Other Compensation (2024 detail):
| Component | Amount ($) |
|---|---|
| Life Insurance | 2,010 |
| Employer ERP Contribution | 9,242 |
| Employer ESOP Contribution | 27,600 |
| Employer 401(k) Match | 6,900 |
| Executive Physical | 3,996 |
| Financial Planning | 5,000 |
| Charitable Matching | 5,000 |
| Total | 59,749 |
Performance Compensation
2024 Annual Incentive Plan (AIP) structure and results:
| Metric | Weighting | Target ($M) | Actual ($M) | Achievement (%) |
|---|---|---|---|---|
| Revenue | 25% | 5,900.0 | 6,750.6 | 172.1% |
| Adjusted EBITDA | 25% | 525.0 | 605.0 | 176.1% |
| Awards (bookings) | 20% | 6,000.0 | 7,039.3 | 186.6% |
| Cash Flow | 20% | 380.0 | 523.6 | 200.0% |
| Strategic Goal | 10% | — | — | 130.0% weighted factor 13.0% |
| Overall AIP Payout Factor | — | — | — | 177.38% |
| Susan Balaguer AIP Payout ($) | — | $351,806 target | — | $624,100 payout |
Long-Term Incentive design (2024 grants):
| Instrument | Weighting | Performance Metrics | Payout Range | rTSR Modifier | Vesting |
|---|---|---|---|---|---|
| PSUs | 60% of LTI target | 50% cumulative adjusted EBITDA; 50% cumulative revenue | 0–200% by financial achievement | 75–125% vs custom peer benchmark | 3-year cliff (2024–2026) |
| RSUs | 40% of LTI target | Time-based | N/A | N/A | Ratable over 3 years (Mar 9, 2025/2026/2027) |
PSU outcomes:
- 2022–2024 PSU cycle achieved 125% on financial metrics (cumulative awards and gross profit margin-as-sold, adjusted per plan), with rTSR multiplier of 125%, producing a total payout of 156.25%; awards to be paid in March 2025 .
Awards vested in 2024:
| Metric | Number | Value ($) |
|---|---|---|
| PSUs vested (2021–2023 cycle) | 8,306 | $668,965 |
| RSUs vested | 4,448 | $355,017 |
Equity Ownership & Alignment
Beneficial ownership (as of Feb 14, 2025):
| Item | Amount |
|---|---|
| Total shares beneficially owned | 43,171; <1% of outstanding |
| ESOP shares (included above) | 1,248 |
| PSUs scheduled to vest within 60 days (gross before tax withholding) | 12,384 |
Outstanding long-term incentive awards (at Dec 31, 2024; price $92.25/share):
| Grant | Units | Market Value ($) |
|---|---|---|
| 2024 RSU | 2,685 | 247,691 |
| 2024 PSU (target units) | 4,027 | 371,491 |
| 2023 RSU | 2,660 | 245,385 |
| 2023 PSU (target units) | 5,985 | 552,116 |
| 2022 RSU (Dec grant) | 10,829 | 998,975 |
| 2022 RSU (Mar grant) | 1,762 | 162,545 |
| 2022 PSU (actual eligible units) | 7,926 | 731,174 |
Ownership policies:
- Executive stock ownership guideline: 3x annual base salary for non-CEO executive officers; compliance measured using trailing 60 trading-day average; as of Dec 31, 2024, continuing NEOs are compliant or tracking appropriately .
- Anti-hedging and anti-pledging policies prohibit hedging and pledging of Parsons stock for employees and directors .
- Rule 10b5-1 trading plan required before selling for directors and CEO/CFO direct reports .
Employment Terms
Severance and change-in-control (CIC) provisions:
- Corporate Vice President Severance Plan: lump sum equal to 4.5× monthly base salary and 4 months COBRA premiums; subject to release and restrictive covenants .
- CIC Agreements (double-trigger): upon Qualifying Event, receive pro-rata annual bonus, 2× base salary, 2× greater of target bonus or 2-year average bonus, and a lump sum for continuation of medical, life and supplemental disability coverage; 280G excise tax cutback applies if beneficial . Equity awards have CIC acceleration terms per plan .
Potential payments (Susan Balaguer; hypothetical termination at Dec 31, 2024):
| Scenario | AIP Payout ($) | Cash Severance ($) | Benefits ($) | LTI Acceleration ($) |
|---|---|---|---|---|
| Involuntary termination (no CIC) | 624,100 | 175,903 | 670 | — |
| Retirement | 624,100 | — | — | 2,877,677 |
| Death or Disability | 624,100 | — | — | 2,223,315 |
| Involuntary termination in connection with CIC | 624,100 | 1,641,759 | 4,020 | 3,309,377 |
Clawbacks:
- Dodd-Frank compliant clawback for erroneously paid incentive compensation due to material noncompliance with financial reporting requirements; additional company clawback for detrimental conduct and material restatements; recovery window up to 3 years .
Compensation Peer Group (Benchmarking)
Peer group used for FY2024 compensation decisions: AECOM; Booz Allen Hamilton; CACI; Jacobs; KBR; Kratos Defense & Security; Leidos; Mercury Systems; SAIC; Stantec; Teledyne; Tetra Tech; WSP Global . For 2025 deliberations: Mercury Systems removed; V2X added .
Say-on-Pay & Shareholder Feedback
At the 2024 Annual Meeting, over 98% of shares voted approved the executive compensation program, and the Compensation Committee retained the approach for 2025 (with 2025 annual incentive shifting fully to financial goals) .
Compensation Structure Analysis
- Mix and performance alignment: Balaguer’s pay emphasizes at-risk components via AIP tied to revenue, adjusted EBITDA, awards, and cash flow, plus PSUs linked to multi-year cumulative adjusted EBITDA and revenue with rTSR modifier; 2024 AIP paid at 177.38% amid record company performance .
- Equity design shift: PSUs since 2023 measure cumulative revenue and adjusted EBITDA (replacing gross margin-as-sold), indicating emphasis on scalable, profitable growth; rTSR modifier maintains market-relative discipline .
- Governance features: No employment contracts, double-trigger CIC vesting, no option repricing, no tax gross-ups for parachute payments; robust clawbacks; anti-hedging/pledging; mandated 10b5-1 plans pre-sale .
Risk Indicators & Red Flags
- Hedging/pledging: prohibited, reducing misalignment risk .
- Option repricing: prohibited under plan .
- Tax gross-ups: not provided for CIC payments .
- Section 16: company reported withholding-related Form 4 timing issues historically; otherwise compliant through early 2025 .
- Compensation risk oversight: multi-year vesting and balanced metrics; caps on payouts; clawbacks in place .
Equity Ownership & Insider Selling Pressure (Vesting)
- Upcoming RSU vesting cadence from 2024 grants suggests March 9 in 2026 and 2027, with PSUs on a March payout timeline post performance cycles; sales are subject to 10b5-1 plans and anti-pledging/hedging constraints, moderating discretionary selling pressure .
Expertise & Qualifications
- 30+ years in HR spanning defense, intelligence, and infrastructure industries; extensive experience in M&A, private equity and large-scale integrations; external DEI leadership roles .
Investment Implications
- Strong pay-for-performance alignment: AIP and PSU structures directly linked to top-line growth, EBITDA, cash generation, and market-relative TSR; recent record performance drove above-target payouts, supporting retention and alignment .
- Retention risk moderated: Double-trigger CIC protections, multi-year vesting, and ownership guidelines (3× salary) indicate balanced retention economics without shareholder-unfriendly features (no gross-ups, no single-trigger) .
- Trading signals: Scheduled March vesting cycles and policy-required 10b5-1 plans imply predictable potential supply windows rather than opportunistic selling; anti-pledging reduces collateral-driven sales risk .
- Governance quality: High say-on-pay support (98%), independent compensation committee, robust clawbacks and risk controls suggest low governance friction and credible incentive design .