PARSONS CORP 8-K

What Happened Parsons Corporation filed an 8-K (Item 5.02) reporting that on February 20, 2026 the Board approved a stock award for CEO Carey A. Smith with a target grant‑date value of $10 million. The award is split 60% performance stock units (PSUs) and 40% restricted stock units (RSUs). The RSUs vest ratably over four years beginning March 10, 2026, subject to continued employment. The PSUs cover a four‑year performance period from January 1, 2026 through December 31, 2029 and will cliff vest after that period, to the extent earned and subject to continued employment.

Key Details

• Total target grant‑date value: $10,000,000 (60% PSUs / 40% RSUs).
• PSU payout tied to relative total stockholder return (rTSR) vs. a custom peer group: 0% at or below the 35th percentile; partial payout between 35th–65th percentiles; 100% target = $6,000,000 at the 65th percentile; 150% max = $9,000,000 at or above the 75th percentile.
• PSU performance period: Jan 1, 2026 – Dec 31, 2029; cliff vesting after the period based on a March 10, 2026 vesting commencement date.
• RSUs target value: $4,000,000 total (target $1,000,000 per year), vesting ratably over four years starting March 10, 2026; all awards subject to continued employment.

Why It Matters This is a retention and performance alignment move: the grant ties a large portion of CEO compensation to multi‑year stock performance, so payouts depend on Parsons’ relative stock returns versus peers. For investors, it signals the board’s intent to retain Carey A. Smith and align her incentives with shareholder returns, while creating potential future equity dilution and compensation expense if units vest and are settled in stock. The timing and structure (four‑year performance period with cliff vesting for PSUs and annual RSU vesting) mean any material impact to share counts or reported compensation expense will occur over multiple years depending on performance and continued employment.