Suzanne Vautrinot
PARSONSAbout Suzanne M. “Zan” Vautrinot
Major General Suzanne M. “Zan” Vautrinot, USAF (ret.), age 65, has served on Parsons’ board since 2014. She is an independent director with deep cybersecurity and space systems expertise; she is president of Kilovolt Consulting, Inc. and previously commanded 24th Air Force/Air Forces Cyber and Air Force Network Operations overseeing a global cyber enterprise prior to retiring from the USAF in 2013 . She is independent under NYSE standards and attended at least 90% of board and committee meetings in 2024, consistent with all incumbents .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Air Force | Major General; Commander, 24th Air Force/Air Forces Cyber & AF Network Operations | Through Oct 2013 | Led multi–billion-dollar global cyber enterprise with ~14,000 personnel across 40+ sites |
| Kilovolt Consulting, Inc. | President | Since Oct 2013 | Cybersecurity strategy/technology consulting leadership |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Wells Fargo & Company | Director | Yes | Current directorship |
| Ecolab Inc. | Director | Yes | Current directorship |
| CSX Corporation | Director | Yes | Current directorship |
Board Governance
- Board independence and structure: 9 of 11 directors independent; board holds regular executive sessions of non‑management directors; Steven F. Leer serves as Lead Independent Director .
- Committee assignments (2024): Audit & Risk (member); Corporate Governance & Responsibility (Chair). Committee meetings in 2024: Audit & Risk (7), Compensation & Management Development (5), Corporate Governance & Responsibility (4) .
- Attendance: Each incumbent director attended ≥90% of board/committee meetings in 2024 .
- Independence: Determined independent under NYSE standards .
- Board evaluation: Independent assessment by the Miles Group in 2024; skills matrix refreshed, highlighting IT/cyber and governance skills across board .
Fixed Compensation
| Component (Non‑Employee Director Pay Policy) | Annual Amount (2024) | 2025 Update | Notes |
|---|---|---|---|
| Annual Board Retainer (cash) | $100,000 | $110,000 | Cash can be elected in shares; may defer fees under Fee Deferral Plan |
| Audit & Risk Committee – Member | $11,500 | $11,500 | Applicable to Ms. Vautrinot as member |
| Corporate Governance & Responsibility – Chair | $15,000 | $15,000 | Applicable to Ms. Vautrinot as chair |
| Lead Independent Director – Additional | $35,000 | $35,000 | Not applicable to Ms. Vautrinot |
| Director 2024 Compensation | Fees Earned (Cash) | Stock Awards (Grant‑Date Fair Value) | All Other (Charitable Match) | Total |
|---|---|---|---|---|
| Suzanne M. Vautrinot | $126,500 | $172,010 | $5,000 | $303,510 |
- Fee delivery/deferral: Directors may receive all or part of retainers in fully vested shares; fees and/or shares can be deferred under the Fee Deferral Plan .
- “All Other” reflects company charitable matching contributions .
Performance Compensation
- Non‑employee directors do not receive performance‑based pay; equity is time‑based RSUs (no performance metrics). Annual RSU grant equals a fixed dollar value divided by the 60‑trading‑day VWAP; 2024 target $170,000, vesting on first anniversary; 2025 target increased to $180,000 and vesting set to immediate upon grant .
| Director Equity (Policy) | 2024 Grant Value | 2024 Vesting | 2025 Grant Value | 2025 Vesting |
|---|---|---|---|---|
| Time‑based RSUs | $170,000 | 1‑year cliff | $180,000 | Vests immediately |
Other Directorships & Interlocks
- Current public boards: Wells Fargo, Ecolab, CSX (see table above) .
- Interlocks: PSN discloses no Compensation Committee interlocks or insider participation in 2024 .
Expertise & Qualifications
- Cyber/IT and space systems; National Academy of Engineering inductee (2017); NACD Directorship 100 honoree; B.S. USAF Academy; M.S. USC; National Security Fellow at Harvard; graduate of Air Command and Staff and Air War Colleges .
- Board skills coverage explicitly includes IT & Cyber and Corporate Governance/Ethics in the board’s skills matrix .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (PSN common) | 24,289 shares; <1% of outstanding |
| Unvested director RSUs at 12/31/24 | 2,179 units |
| Ownership guidelines | 5x annual cash retainer within 5 years; directors currently compliant or on track |
| Hedging/Pledging | Prohibited for directors; 10b5‑1 plan required prior to selling PSN stock |
| Change in control vesting (director RSUs) | RSUs vest upon change in control; prorated vesting upon retirement; death/disability accelerate |
Insider Trades (Form 4)
| Filing Date | Form | Summary | Source |
|---|---|---|---|
| Apr 17, 2025 | Form 4 | Statement of changes in beneficial ownership (director) | https://investors.parsons.com/sec-filings/sec-filing/4/0000950170-25-055441 |
| Apr 18, 2024 | Form 4 | Statement of changes in beneficial ownership (director) | https://investors.parsons.com/static-files/e654b98d-c378-4ad9-a4b0-5f10f1331c95 |
Note: Company policy requires 10b5‑1 plans for directors prior to any stock sales; hedging and pledging are prohibited .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approved: For 94,134,008; Against 1,685,889; Abstain 509,253; Broker non‑votes 4,808,162 .
- Proxy reports “over 98%” approval at 2024 annual meeting; committee retained overall program structure for 2025 in light of strong support .
Compensation Committee Analysis (context for governance)
- Compensation & Management Development Committee is fully independent; engaged Semler Brossy as independent consultant; maintains Dodd‑Frank–compliant clawback and broader clawback policy .
- 2024 executive bonus metrics and LTI performance design disclosed for NEOs; not applicable to director pay (directors receive time‑based RSUs) .
Related‑Party Transactions and Conflicts
- Proxy’s “Certain Relationships and Related Party Transactions” discusses ESOP and JVs; no related‑person transactions involving Ms. Vautrinot are disclosed. The company maintains a related‑person transaction policy overseen by the Audit & Risk Committee .
- Anti‑hedging/pledging and stock ownership guidelines reduce alignment risk; director fees can be taken in stock and/or deferred to increase alignment .
Governance Assessment
- Strengths: Independent status; cybersecurity and national security expertise aligned with PSN’s risk profile; chairs Corporate Governance & Responsibility; member of Audit & Risk; strong attendance; compliance with robust anti‑hedging/pledging and ownership guidelines; high say‑on‑pay support indicating investor confidence .
- Considerations: Holds three other public company directorships, which can increase time commitments; however, no interlocks or related‑party transactions are disclosed, and PSN’s policy framework and committee independence mitigate conflict risk .
Appendix — Director Compensation Mechanics (for reference)
| Topic | Disclosure |
|---|---|
| Cash retainer election into stock | Permitted; shares issued quarterly using 60‑day VWAP; eligible for deferral |
| Director equity grant sizing | Fixed dollar value divided by 60‑day VWAP (rounded); annual grant at meeting date |
| 2025 policy updates | Board retainer +$10k; Audit Chair +$5k; LTI +$10k; RSUs vest immediately |
All citations: PSN 2025 DEF 14A (filed Mar 5, 2025) and PSN 8‑K Item 5.07 (filed Apr 22, 2024).