Exhibit 10.19
Parsons Corporation
Non-Employee Director Compensation Policy
(As of April 21, 2020)
Non-Employee Director Compensation | Fee | Frequency of Payment |
Annual Retainers and Meeting Fees | ||
Retainer Includes compensation for all the duties of a non-employee director, including attendance at regular, scheduled Board meetings and attendance by Committee members at Committee meetings held on regular, scheduled Board of Directors ("Board") activity days and participation in periodic telephonic reports with the CEO and/or members of the Executive Leadership Team. | $25,000 per quarter, or any portion of a quarter | Quarterly |
Retainer for Committee Chairs •Audit •Compensation •Nominating and Governance |
$5,000 $4,500 $3,750 | Quarterly |
Retainer for Committee Members •Audit •Compensation •Nominating and Governance |
$2,875 $2,000 $2,000 | Quarterly |
Retainer for Lead Independent Director | $8,750 | Quarterly |
Special Meeting Fees •Meetings in addition to and occurring on a day other than those days regularly scheduled for Board activity. Periodic telephonic reports from the CEO and/or members of the Executive Leadership Team are not considered special meetings. | In person: $2,000 Telephonic: $1,000 | Per meeting |
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Directors will be subject to the Company’s stock ownership requirements. The director stock ownership requirement is 5X the annual retainer. Directors are expected to achieve the guideline ownership levels within 5 years of appointment to the Board of Directors. After achievement, directors must continue to hold enough shares to maintain such level while covered by the guidelines. Failure to meet or show progress toward meeting the guidelines may result in (at the Committee’s discretion): restrictions on sales of stock acquired upon vesting of Company equity awards, until such guidelines are met. Ownership is defined as common stock directly owned by the director or immediate family member, common stock owned indirectly if the individual has an economic interest in the shares (beneficial ownership as defined in Rule 13d-3 and reported in the proxy), unvested restricted stock or RSUs. Value of ownership will be measured by reference to the 60 trading day weighted average of the Parsons common stock, up to and including last day of the calendar year; compliance will be evaluated annually. In the event of a significant decline in stock price, causing the directors holdings to fall below guideline levels, Directors will not be required to purchase additional stock. Determination of the impact of share price fluctuation is subject to Committee discretion. | ||
Compensation Limits Notwithstanding anything to the contrary in this Policy, all compensation payable under this Policy will be subject to any limits on the maximum amount of non-employee director compensation set forth in the 2019 Plan, as in effect from time to time. | ||
General The cash and long-term incentive compensation described in this Policy shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of Parsons or any parent or subsidiary of Parsons who is entitled to receive such cash or long-term incentive compensation, unless such non-employee director declines the receipt of such cash or equity compensation by written notice to Parsons. This Policy shall remain in effect until it is revised or rescinded by further action of the Board. This Policy may be amended, modified or terminated by the Board at any time in its sole discretion.
For the avoidance of doubt, the share numbers in this Policy shall be subject to adjustment as provided in the 2019 Plan Date.
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