Notice of 2023

Annual Meeting

of Stockholders

and Proxy Statement

April 18, 2023

Carey Smith, Chair, President and Chief Executive Officer

To Our Stockholders:

2022 was a successful year for Parsons. We delivered double-digit growth for revenue, strong net income, adjusted EBITDA and cash flow, exceeding $4 billion in revenue, $97 million in net income, and $350 million in adjusted EBITDA for the first time in our company’s history. We achieved organic revenue growth of 9 percent for the full year, driven by strong hiring and retention, on-contract growth, and our ability to win and ramp new contracts. As a result, we were one of the organic revenue growth leaders in both of our business segments in 2022.

I am very proud of our company, our people, and the important missions we deliver for our customers in protecting national security and improving global infrastructure. We’ve transformed Parsons into a solutions-enabled, technology-driven company solving our customers’ most critical emerging challenges. As we look to the future, Parsons is in an extremely fortunate position in that all our end markets are simultaneously growing, profitable, and enduring.

Macroenvironment Facilitating Growth

From a macroenvironment perspective, global threats and infrastructure priorities are driving growth in our markets. Within the federal market, the national defense strategy has prioritized near-peer nation states, with China being the primary focus. As such, research and development budgets have reached new heights in recognition that our country must invest in areas such as hypersonics, artificial intelligence, cybersecurity, network system-of-systems, space, and directed energy. The Parsons portfolio is very well-aligned to Department of Defense research priorities. Requirements for global security are shifting, and Parsons is able to respond with agility to these emerging demands.

For critical infrastructure, we face unprecedented global demand, not just in the United States but also in the Middle East and Canada, where Parsons has a major, long-standing presence. Demographic shifts are driving new needs and causing us to rethink cities and future infrastructure. There is a need to replace aging infrastructure and improve social inequities by delivering smart infrastructure solutions to enhance people’s access to much-needed resources, including broadband, in underserved areas. These enhancements improve the quality of life of our citizens, while protecting the environment and making the world a better place.

We also are unique due to our combined federal solutions and critical infrastructure businesses. There are few companies that have our collective credentials and synergistic capabilities. We bring federal capabilities, such as cyber, artificial intelligence, and cloud-enabled solutions, to our critical infrastructure customers. We also leverage our expansive critical infrastructure capabilities, such as design, construction and program management, and environmental planning and remediation efforts, to our federal customers.

Continuing To Win Large Contracts

To drive growth, we remain focused on moving up the customer value chain to bid and win large prime contracts. This strategy has been successful and begins with delivering on our customers’ missions. In 2022, we

achieved a book-to-bill ratio of 1.0x on an enterprise basis. In critical infrastructure, we achieved a book-to-bill ratio of 1.2x and ended the year with nine consecutive quarters in which we exceeded a book-to-bill ratio of 1.0x.

In total, we won 11 contracts worth $100 million or more for the full year. Significant 2022 contract wins included the following:

Inclusive Culture Driving Destination Employees

In addition to winning new contracts and growing revenue on existing contracts, our strong employee hiring and retention have been key contributors to our growth. At Parsons, we believe in a people-first culture coupled with the imperative to deliver on our high-purpose missions. Leadership starts at the top, and I could not be more excited about the team that we put in place during the second half of 2021. We have diverse backgrounds, which fosters unique ideas and drives strong financial results.

Our Mission + Culture focus is also key to our success. People join and stay at Parsons because the work we do matters to the world, and we have a fun and collaborative culture where people like to go to work. Our corporate culture and desire to succeed not only makes us an employer of choice but also a preferred acquirer of choice. People want to join companies where their accomplishments are recognized, where they are

respected, and where they are part of a winning team. Parsons has benefited from the talent pool of our acquired companies, and we have promoted several employees from these acquisitions into executive leadership roles, which has enabled us to retain the acquired companies’ talented employees.

Strong Balance Sheet Enabling Capital Allocation Strategy

We continue to leverage our strong balance sheet to execute our disciplined capital allocation strategy. During the year, we completed our largest acquisition since our IPO in 2019. Xator was a strategic and financially accretive acquisition that diversified our customer base, broadened and further differentiated our capabilities, and increased our addressable market in both our Federal Solutions and Critical Infrastructure segments.

The Xator integration is going well. Their revenue and profitability have been in line with our expectations, and they are exceeding their sales targets. We’ve retained and integrated key leadership, aligned research and development programs and are leveraging synergies to pursue new work across both our segments.

We also continued to execute on our $100 million share repurchase program. To date, we have repurchased approximately $44 million of our shares. In addition, we continued to pay down debt, while investing in our people, research and development, and business development initiatives. We also consider dividends, but our current top priority remains M&A activity.

Continuing To Deliver A Better World

We continue to implement policies and practices that drive positive environmental impacts, ensure a commitment to ethics and compliance, enhance our communities, and promote the tenets of diversity that embody our people-first approach and solidify Parsons as a global employer of choice.

In 2022, Parsons won distinguished awards for our hiring, diversity, and ethical business practices. In addition, we were recognized for the work we do every day to improve the environment and the quality of life for the communities we serve.

We are proud of the various awards and recognitions we received in 2022, which include the following:

Looking Forward

Looking ahead to 2023, we enter the year with a strong macroenvironment backdrop supporting our business, with an increasing defense budget, unprecedented global infrastructure spending, and continued geopolitical

tensions, including cyber threats. Our 2023 top priorities are to capture new projects associated with increased global infrastructure funds, to improve our Federal Solutions book-to-bill ratio, to expand Critical Infrastructure margins, and to actively engage in strategic acquisitions.

I am very excited about our future. Over the last year and a half, we have made significant changes to our business by moving up the solutions integration value chain and hiring key executives. These changes enabled us to achieve record revenue and profits in 2022 and become one of the organic revenue growth leaders in both of our business segments.

We are well-positioned in two complementary and growing segments, and we will continue to invest in our people, technology, business development initiatives, and strategic M&A to maintain our momentum and drive stockholder value.

In closing, I want to thank our employees for their tremendous and noble work. They are the foundation of our success, and they are making positive impacts to our society and the environment. Their dedication is inspiring and is creating value for all our stakeholders.

Carey Smith

Chair, President, and CEO

NOTICE OF PARSONS CORPORATION 2023 ANNUAL MEETING OF STOCKHOLDERS

On Behalf of the Board of Directors,

/s/ Michael R. Kolloway

Michael R. Kolloway

Chief Legal Officer and Secretary

March 3, 2023

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 18, 2023. This Notice of Annual Meeting and Proxy Statement and our 2022 Annual Report are available at www.parsons.com.

TABLE OF CONTENTS TO PROXY STATEMENT

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PROXY STATEMENT SUMMARY

This summary highlights certain information contained elsewhere in this proxy statement. The summary does not contain all of the information that you should consider, and you should review our Annual Report on Form 10-K for the year ended December 31, 2022 and the entire proxy statement carefully before voting.

Unless the context otherwise requires, (i) the terms “Parsons,” “the Company,” “we,” “us” and “our” refer to Parsons Corporation and its consolidated subsidiaries, (ii) “our Board” or “the Board” means the Board of Directors of the Company; (iii) “stockholder” means holders of our common stock; and (iv) “you,” “your,” “yours,” or other words of similar import in this proxy statement refers to stockholders entitled to vote on the matters to be presented at the annual meeting.

2023 Annual Meeting of Stockholders

Voting Matters and Board Recommendations

Stockholders are being asked to vote on the following matters at the 2023 Annual Meeting of Stockholders:

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How to Vote

Stockholders as of the record date may vote in person at the meeting or vote in advance by submitting a proxy by Internet, telephone, or mail as follows:

Company Performance and 2022 Highlights

We are very proud of our accomplishments in 2022:

We calculate adjusted EBITDA as net income attributable to Parsons Corporation, adjusted to include net income attributable to noncontrolling interests and to exclude interest expense (net of interest income),

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provision for income taxes, depreciation and amortization and certain other items that we do not consider in our evaluation of ongoing operating performance. These other items include, among other things, impairment of goodwill, intangible and other assets, interest and other expenses recognized on litigation matters, expenses incurred in connection with acquisitions and other non-recurring transaction costs, equity-based compensation, and expenses related to our corporate restructuring initiatives. EBITDA and adjusted EBITDA are non-GAAP metrics, and we include a reconciliation of both EBITDA and adjusted EBITDA to net income for fiscal years 2021 and 2022 as Appendix A. It is an important component of our compensation programs described in this proxy statement.

Our Board of Directors

This year’s Board nominees include three current Class I Directors—Carey A. Smith, Letitia A. Long and Harry T. McMahon. Each nominee is listed below along with the continuing Directors, and you can find additional information under “Proposal 1: Election of Directors” beginning on page 7.

Corporate Governance Highlights

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Executive Compensation Highlights

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Corporate Citizenship Highlights

For a company committed to making the world safer, healthier, more connected and more secure, a commitment to sustainable practices is inherent in all we do. Our culture is deeply rooted in our core values – safety, quality, innovation, sustainability, integrity and diversity – and reflects our commitment to being an active corporate citizen. In tandem with our CARE (Cultivating a Responsible Enterprise) strategy, which underpins our ESG goals and defines our targets in emissions and diversity, our Parsons Gives Back program outlines our active charitable and engagement support to communities and organizations worldwide. Our Parsons Gives Back efforts are employee driven and focused on veteran/military, Educational/STEM Outreach, and Vibrant Communities causes. The CG&R Committee of the Board oversees Parsons Corporation’s ESG efforts and receives regular reports from the Chief Business Operations Officer and ESG vice president.

Our commitment to enhancing diversity, equity and inclusion as fundamental to our corporate culture is evident through our support of active duty and veteran employees (MILVET), employees in the LGTBQ+ community (PRIDE Alliance), employees of African/American heritage (BELONG), employees of Hispanic/Latino heritage (HOLA), Parsons’ Women’s Roundtable (PWR), and employees of Asian and Pacific Islander heritage (SOAR), and their allies.

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PROPOSAL 1: ELECTION OF DIRECTORS

Board Structure

Our Board of Directors currently consists of eleven members. In accordance with our certificate of incorporation, our Board of Directors are divided into three classes with staggered three-year terms. At each annual meeting of stockholders after the initial classification, the successors to the Directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. Our current Directors are divided among the three classes as follows:

Any increase or decrease in the number of Directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the Directors. This classification of our Board of Directors may have the effect of delaying or preventing changes in control of our company.

Class I Election

The three nominees for election as Class I Directors are listed below. If elected, the nominees for election as Class I Directors will serve for a term of three years and until their successors are elected and qualify. Unless you instruct us on the proxy card to vote differently, we will vote signed, returned proxies FOR the election of such nominees. If for any reason any nominee cannot or will not serve as a Director, we may vote such proxies for the election of a substitute nominee designated by the Board.

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Class I Nominees

To be elected in, a nominee must receive a plurality of the votes cast. The Corporate Governance and Responsibility Committee and the Board believe that each Class I Nominee brings a strong and diverse set of skills and experiences to the Company, including significant government, public company, financial, and strategic experience, that strengthen our Board’s independent leadership and effectiveness with respect to our business and long-term strategy. The Class I Nominees are as follows:

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CONTINUING DIRECTORS

The six Directors whose terms will continue after the annual meeting and will expire at the 2024 annual meeting (Class II) or the 2025 annual meeting (Class III) are listed below.

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12

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CORPORATE GOVERNANCE AND GENERAL INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES

Our Board and Leadership Structure

Our Board currently consists of eleven Directors, nine of whom are independent. There are no family relationships among our executive officers and Directors. Each incumbent member of the Board attended or participated in 90% or more of the aggregate of (i) the total number of meetings of the Board (held during the period for which such person has been a Director) and (ii) the total number of meetings held by all Committees of the Board on which such person served (during the periods that such person served).

Our Board of Directors recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure to provide effective oversight of management. Our bylaws and corporate governance guidelines provide our Board of Directors with flexibility to combine or separate the positions of Chair of the Board of Directors and Chief Executive Officer (CEO). Our Board of Directors currently believes that our existing leadership structure is effective, provides the appropriate balance of authority between independent and non-independent Directors, and achieves the optimal governance model for us and for our stockholders. The Chair/CEO has the best in depth knowledge of the company’s opportunities and challenges, develops agendas that ensure the Board’s time is focused on the most critical matters, and enhances our ability to communicate our strategy to our stockholders, customers and employees.

Ms. Smith serves as our Chair of the Board of Directors.

Our corporate governance guidelines provide that we have a lead independent Director. Our Lead Independent Director is Steven F. Leer. In that role, he has called meetings of the independent Directors and chaired such meetings, including all executive sessions of the Board of Directors, facilitated communications between our Chair and the independent Directors of the Board of Directors, and reviewed the quantity, quality and timeliness of information provided to the Board, among other duties described in our corporate governance guidelines.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines. The Board and the Corporate Governance and Responsibility Committee are responsible for reviewing and amending these guidelines as they deem necessary and appropriate. The Corporate Governance and Responsibility Committee is responsible for overseeing the system of corporate governance of the Company and the corporation’s environment, social and governance initiatives. The Corporate Governance and Responsibility Committee has reviewed and approved an updated Skills Matrix for Board members (which is included in this proxy statement) and to reflect the Committee’s oversight of climate-related initiatives and documentation. The Corporate Governance Guidelines are available without charge on the Investor Relations portion of our website, www.parsons.com.

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Codes of Conduct and Ethics

We have adopted written codes of conduct and ethics that apply to our Directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and to third parties with whom we conduct business, including agents, representatives, joint venture partners, consultants and subcontractors. We have posted current copies of these codes on our website, www.parsons.com. In addition, we will post on our website all disclosures that are required by law or NYSE listing standards concerning any amendments to, or waivers from, any provision of the codes.

Board Meetings and Attendance

Directors are expected to attend each Board meeting, each meeting of the Committees on which they serve, and the Annual Meeting of Stockholders. During fiscal year 2022, the Board held six meetings and acted by written consent. Each of our incumbent Directors who served as a Director during fiscal 2022 attended 90% or more of the aggregate total number of meetings of the Board (during the time in which they served) and the Board Committees on which he or she served that were held during the time he or she was a director in fiscal 2022.

Risk Oversight

Although management is responsible for the day-to-day management of the risks our company faces, our Board of Directors and its Committees take an active role in overseeing the management of our risks and bear the ultimate responsibility for risk management. The Board of Directors regularly reviews information regarding our operational, financial, legal, data security and strategic risks. Specifically, senior risk management personnel attend quarterly meetings of the Board, provide presentations on operations including significant risks, and are available to address any questions or concerns raised by our Board of Directors.

In addition, our Board of Directors’ Committees assist the Board of Directors in fulfilling its oversight responsibilities in certain areas of risk. The Audit and Risk Committee coordinates the Board of Directors’ oversight of our internal control over financial reporting, disclosure controls and procedures, risk, related party transactions, code of conduct, data and information security. The Compensation and Management Development Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs as well as succession planning as it relates to our Chief Executive Officer and executive leadership. The Corporate Governance and Responsibility Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization, membership and structure, succession planning for our Directors, and corporate ESG matters. When any of the Committees receives a report related to material risk, the chair of the relevant Committee will report on the discussion to the full Board of Directors.

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Information and Security Risk

Our Chief Security and Risk Officer is responsible for the development, delivery and maintenance of enterprise information, security and risk management programs which safeguard Parsons’ business information, assets, and its supporting infrastructure against unauthorized use, disclosure, modification, damage or loss. Our Security Operations Centers provide continuous monitoring of information systems to prevent, detect, and respond to cyber events and to engage with our Chief Legal Officer to discuss such responses and any appropriate disclosure requirements. We also provide training to our global workforce on cyber security awareness, including online training courses, interactive discussions on information security, and a key role on the corporation’s critical response management committee. Our security control protocols map directly to multiple security compliance frameworks, including ISO 27001, Sarbanes-Oxley, DFARS (NIST 800-171), and stringent privacy regulations, such as the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).

Annual Board Performance Assessment

The Board and each of the Audit and Risk, Compensation, and Corporate Governance and Responsibility Committees perform annual assessments of their operations and effectiveness and set goals for the future.

During 2022, the Board and the Committees built upon the independent assessment conducted by an external consultant in 2021 and performed an internal self-assessment. The Corporate Governance and Responsibility Committee reviewed and evaluated the skills, industry and public company experience, independence, and diversity of the Board and provided feedback for the Board to achieve our business, governance and sustainability objectives. The Chair of the Corporate Governance and Responsibility Committee led a discussion of achievements during 2022 and goals and objectives with the Board.

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The Skills Matrix reviewed and approved by the Corporate Governance and Responsibility Committee, and the full Board of Directors, is referenced below.

Knowledge, Skills and Experience

Senior Leadership Experience

Public Company Board Experience

X

X

X

X

X

X

X

X

X

X

X

Executive Experience

X

X

X

X

X

X

X

X

X

X

X

End Market Experience

Defense

X

X

X

X

X

X

X

Intelligence

X

X

X

X

X

X

X

Infrastructure

X

X

X

X

X

X

X

Technical Skills and Experience

Financial

X

X

X

X

X

X

X

X

Capital Markets

X

X

X

X

X

ESG

X

X

X

X

X

X

Regulatory/Govt. Contracting

X

X

X

X

X

X

X

X

HR/Compensation

X

X

X

X

X

X

X

X

X

Operations/Risk Management

X

X

X

X

X

X

X

X

Strategic Business Planning

X

X

X

X

X

X

X

X

X

Technology/Innovation

X

X

X

X

X

X

Mergers and Acquisitions

X

X

X

X

X

X

X

X

IT and Cyber

X

X

X

X

X

X

X

Corporate Governance/Ethics

X

X

X

X

X

X

X

X

X

X

X

Demographics

Race/Ethnicity

African American

X

Asian/Pacific Islander

White/Caucasian

X

X

X

X

X

X

X

X

X

X

Hispanic/Latino

Native American

Gender

Male

X

X

X

X

X

X

X

Female

X

X

X

X

Board Tenure

Years

3

10

1

17

3

1

3

5

10

9

3

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Board Independence

Nine of our current eleven Directors are independent under our Corporate Governance Guidelines and applicable New York Stock Exchange (“NYSE”) listing standards. The Board has determined that Messrs. Holdsworth, Leer, McDew, McMahon, Mitchell, and Wajsgras, and Mmes. Long, Lord and Vautrinot are independent under the independence criteria for directors established by the NYSE. As a result, we currently have a majority of independent Directors and satisfy the applicable rule of the NYSE.

Selection of Nominees for Election to the Board

Both the Corporate Governance and Responsibility Committee and the Board of Directors seek the talents and backgrounds that would be most helpful to Parsons in selecting nominees to the Board. In particular, the Corporate Governance and Responsibility Committee, when recommending director candidates to the full Board of Directors for nomination, may consider whether a director candidate, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience. In addition, our corporate governance guidelines provide that a director shall retire from our Board at the next annual meeting of stockholders after he or she has reached the age of 75.

Our Commitment to Board Diversity

The Board is committed to diversity and focuses on diversity in seeking new candidates to be considered for the Board. We currently have four female Directors (Ms. Long, Ms. Lord, Ms. Smith and Ms. Vautrinot) on the Board and one African American male (Mr. McDew).

Process for Stockholders to Recommend Director Nominees

Stockholders wishing to nominate a candidate for director at an annual meeting must (a) provide Timely Notice (as defined in Section 2.04(ii) of the Company’s bylaws) to the Secretary of the Corporation, (b) provide the information, agreements and questionnaires with respect to such stockholder and its candidate for nomination as required to be set forth in the Company’s Amended and Restated Bylaws, and (c) provide any updates or supplements to such notice at the times and in the forms required by the Bylaws.

Director Orientation and Continuing Education

Each new member of the Board is provided with orientation materials and is required to attend meetings with the Executive Leadership team. In these meetings, discussion points included finance, legal, talent management and corporate strategy. In 2022, the Board received presentations from internal and external sources to consider.

Communications with the Board

Any stockholder or other interested party may contact the Board, including any non-employee Director or the non-employee Directors as a group, or the Chair by writing to our corporate Secretary at 5875 Trinity

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Parkway #300, Centreville, VA 20120. In general, any stockholder communication delivered to our Corporate Secretary for forwarding to the Board, the Chair or a specified group of Board members will be forwarded in accordance with the stockholder’s instructions. However, our Corporate Secretary reserves the right not to forward to Board members any abusive, threatening or otherwise inappropriate materials.

Board Committees

Our Board had three standing Committees in 2022: an Audit and Risk Committee, a Compensation and Management Development Committee, and a Corporate Governance and Responsibility Committee. The charter of each Committee is available without charge on the Investor Relations portion of our website, www.parsons.com.

The following chart identifies the current members and chair of each standing Committee, as well as related information.

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The following is a brief description of our Committees.

Audit and Risk Committee

Our Audit and Risk Committee oversees our corporate accounting and financial reporting process. Among other matters, the Audit and Risk Committee:

The current members of our Audit and Risk Committee are Mr. Mitchell (chairperson), Mr. Leer, Ms. Long, Mr. McMahon, Ms. Vautrinot and Mr. Wajsgras. All members of the Audit and Risk Committee are independent under our Corporate Governance Guidelines and applicable New York Stock Exchange (“NYSE”) listing standards.

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All members of our Audit and Risk Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the NYSE. Our Board of Directors has determined that M. Christian Mitchell, Steven F. Leer, and David C. Wajsgras are Audit and Risk Committee financial experts as defined under the applicable rules of the SEC and have the requisite financial sophistication as defined under the applicable rules and regulations of the NYSE. Under the rules of the SEC, members of the Audit and Risk Committee must also meet heightened independence standards. Our Board of Directors has also determined that each of the members are independent under the heightened Audit and Risk Committee independence standards of the SEC and the NYSE. The Audit and Risk Committee operates under a written charter that satisfies the applicable standards of the SEC and the NYSE.

The Audit and Risk Committee met eight times during fiscal year 2022. The Audit and Risk Committee is briefed at least quarterly on information security operations mitigation measures to address risks related to Parsons’ global employees, information, and assets.

Compensation and Management Development Committee

Our Compensation and Management Development Committee reviews and recommends policies relating to compensation and benefits of our officers and employees. Among other matters, the Compensation and Management Development Committee:

The current members of our Compensation and Management Development Committee are Mr. Leer (chairperson), Mr. Holdsworth, Ms. Lord, Mr. McDew, Mr. McMahon, and Mr. Wajsgras. All members of the Compensation and Management Development Committee are independent under our Corporate Governance Guidelines and applicable New York Stock Exchange (“NYSE”) listing standards.

Our Board of Directors has determined that each of the members of our Compensation and Management Development Committee is independent under the applicable rules and regulations of the NYSE and is

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a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The Compensation and Management Development Committee operates under a written charter that satisfies the applicable standards of the SEC and the NYSE.

The Compensation and Management Development Committee met five times during fiscal year 2022 and also acted by written consent.

Corporate Governance and Responsibility Committee

The Corporate Governance and Responsibility Committee is responsible for making recommendations to our Board of Directors regarding candidates for directorships and the size and composition of our Board of Directors. All members of the Corporate Governance and Responsibility Committee are independent under our Corporate Governance Guidelines and applicable New York Stock Exchange (“NYSE”) listing standards.

The Corporate Governance and Responsibility Committee is responsible for overseeing our corporate governance policies and reporting, making recommendations to our Board of Directors concerning environmental, social and governance (ESG) matters. The Corporate Governance and Responsibility Committee will also, at least annually, review its Committee charter and review and evaluate the performance of the Corporate Governance and Responsibility Committee and its members, including compliance by the Committee with its charter.

The current members of our Corporate Governance and Responsibility Committee are Ms. Vautrinot (chairperson), Mr. Holdsworth, Ms. Long, Ms. Lord, Mr. McDew, and Mr. Mitchell. Our Board of Directors has determined that each of the members of our Corporate Governance and Responsibility Committee is an independent director under the applicable rules and regulations of the NYSE relating to Corporate Governance and Responsibility Committee independence. The Corporate Governance and Responsibility Committee operates under a written charter that satisfies the applicable standards of the SEC and the NYSE.

The Corporate Governance and Responsibility Committee met five times during fiscal year 2022.

Director Ownership Guidelines

On January 1, 2020, our Board adopted stock ownership guidelines which provide for equity ownership guidelines for all our non-employee Directors to further align their interests to those of our stockholders. Under the policy, each of our non-employee Directors has five years from the later of (i) January 1, 2020 or (ii) the date of commencement of his/her service on the Board to achieve equity ownership with a value equivalent to five times his/her annual cash retainer. In calculating a director’s ownership, common stock held by the non-employee director or an immediate family member, common stock owned indirectly if the individual has an economic interest in the shares or is a beneficial owner under Rule 13d-3 of the Exchange Act, unvested Restricted Stock Units (RSUs) issued under the Parsons’ Incentive Plan and units held in deferral accounts by the Directors under the Share Value Retirement Plan (“SVRP”) will be considered owned by the non-employee

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director. Value of ownership will be measured by reference to the trailing 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 non-employee Directors holdings to fall below guideline levels, non-employee Directors will not be required to purchase additional stock. Determination of the impact of share price fluctuation is subject to Compensation and Management Development Committee discretion. In 2021, the Corporate Governance and Responsibility Committee adopted a resolution requiring the implementation of a Rule 10b5-1 trading plan for any director and member of the executive leadership team (reporting to the CEO) prior to being able to sell any shares of Parsons’ stock.

For a description of the guidelines applicable to executive officers, see our CD&A section of this Proxy.

Anti-Hedging and Anti-Pledging Policies

Under our Insider Trading Compliance Policy, we prohibit our employees, including our executive officers, and Board members, from hedging the risk associated with ownership of shares of our common stock and other securities, as well as from pledging any of our securities as collateral for a loan.

COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The current members of our Compensation and Management Development Committee are Messrs. Leer, Holdsworth, McDew, McMahon, and Wajsgras and Ms. Lord. Ms. Vautrinot also served on the Compensation and Management Development Committee during 2022 until April 19, 2022. No member of our Compensation and Management Development Committee who served on such committee during 2022 served as a member of the Board or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or Compensation and Management Development Committee.

SECURITY OWNERSHIP INFORMATION

Security Ownership of Directors and Executive Officers

The following table indicates information as of February 21, 2023 regarding the beneficial ownership of our common stock by each of our Directors, each of the named executive officers, and all of our Directors and executive officers as a group.

The percentages shown are based on 104,709,490 shares of common stock outstanding as of February 21, 2023.

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The amounts and percentages owned are reported on the basis of the SEC’s rules governing the determination of beneficial ownership of securities. The SEC’s rules generally attribute beneficial ownership of securities to each person who possesses, either solely or shared with others, the voting power or investment power, which includes the power to dispose of those securities. The rules also treat as outstanding all shares of capital stock that a person would receive upon exercise of stock options or warrants held by that person that are immediately exercisable or exercisable within 60 days. These shares are deemed to be outstanding and to be beneficially owned by the person holding those options for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Under these rules, one or more persons may be a deemed beneficial owner of the same securities and a person may be deemed a beneficial owner of securities to which such person has no economic interest. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws as of February 21, 2023.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

ESOP

Contributions of treasury stock to the ESOP are made annually in amounts determined by our Board of Directors and are held in trust for the sole benefit of the ESOP participants. Contributions of 1,522,381 shares, 1,631,477 shares and 1,188,129 shares of our common stock were made to the ESOP in fiscal 2020, 2021 and 2022, respectively.

We engaged the ESOP Trustee to serve as independent fiduciary on behalf of the ESOP and its participants and beneficiaries. We paid the ESOP Trustee a fee of $459,290 in 2022 for those services and reimbursed the ESOP Trustee for their legal counsel, financial advisor, and other out of pocket fees and expenses incurred in connection with our initial public offering.

Unconsolidated Joint Ventures

We often provide services to our unconsolidated joint ventures and our revenues include amounts related to recovering overhead costs for these services. Our revenues included $172.2 million in fiscal year 2020, $204.7 million in fiscal year 2021 and $215.2 million in fiscal year 2022 related to services we provided to our unconsolidated joint ventures. For the years ended December 31, 2020, December 31, 2021, and December 31, 2022, we incurred approximately $133.8 million, $155.5 million, and $156.0 million, respectively, of reimbursable costs.

Registration Rights

We entered into a registration rights agreement with the ESOP Trustee, providing the ESOP with certain demand registration rights related to shares held by the ESOP in the event the ESOP Trustee determines in good faith, in exercising its fiduciary duties under ERISA, that the ESOP is required to sell its shares, which we believe is only likely to occur if our business, financial condition or results of operations have materially and adversely deteriorated.

ESOP Trustee Letter Agreement

We entered into a letter agreement with the ESOP Trustee in connection with our initial public offering, in which we agree that our management will meet with the ESOP Trustee on a quarterly basis to discuss our business and the administration and operation of the ESOP and that our Board of Directors will meet with the ESOP Trustee on an annual basis to discuss our business and the administration and operation of the ESOP. The amount of contribution in fiscal year 2022, as determined by the Parsons Corporation Board of Directors was not less than 8% of the ESOP participants’ cash compensation for the applicable year.

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Indemnification Agreements and Directors’ and Officers’ Liability Insurance

We have entered into indemnification agreements with each of our Directors and executive officers. These agreements, among other things, require us to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, penalties fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer. We also maintain Directors’ and officers’ liability insurance.

Policies and Procedures for Related Person Transactions

Our written related person transaction policy sets forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our Audit and Risk Committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction with an unrelated third party and the extent of the related person’s interest in the transaction. All of the transactions described in this section occurred prior to the adoption of this policy.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”), together with the compensation tables and related disclosures, discusses the principles underlying our executive compensation policies and decisions and the most important factors relevant to an analysis of these policies and decisions. In addition, we explain how and why our Board and the Compensation and Management Development Committee of our Board arrived at specific compensation policies and decisions involving our named executive offices (NEOs) during fiscal 2022.

Our NEOs for 2022 were:

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Executive Summary

Company Performance and Highlights

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Key 2022 Executive Compensation Decisions

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Say-on-Pay

In evaluating the Company’s executive compensation program, the Compensation and Management Development Committee considers the results of the stockholder advisory vote on the “say-on-pay” proposal. At the Company’s 2022 Annual Meeting, over 97% of the shares voted approved the proposal. The Compensation and Management Development Committee believes these results show significant support for our executive compensation philosophy and program. Taking into account the positive support received in 2022, the Compensation and Management Development Committee believes the Company provides a competitive, stockholder-friendly pay program that effectively retains and motivates our executives. As a result, the Committee determined to generally retain our existing approach to executive compensation for 2023.

Fiscal Year 2022 Total Target Compensation Pay

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Key Executive Compensation Practices

Our executive compensation program includes the following executive compensation governance policies and practices:

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Compensation Philosophy

We believe in providing a competitive total compensation package to our NEOs through a combination of base salary, performance-based annual incentive awards, long-term incentive awards and broad-based welfare and health benefit plans. Our executive compensation program is designed to achieve the following objectives:

Executive Compensation Setting Process

Role of the Compensation and Management Development Committee

Our Board has delegated to the Compensation and Management Development Committee the responsibility for overseeing, reviewing, and approving our compensation arrangements and benefit plans and policies, and certain responsibilities relating to talent management programs and policies. Our Compensation and Management Development Committee annually determines and approves ongoing compensation arrangements for our executive officers and recommends to the Board the compensation for non-employee Directors.

Role of Executive Officers

Our CEO, as a member of our Board, attends Board and portions of Compensation and Management Development Committee meetings and provides input to the Committee in determining our executive compensation philosophy, design, incentive target amounts, and incentive payouts (other than for herself). Our finance department works with our CHRO and CEO to gather financial and operational data that the CEO reviews in making her recommendations. From time to time our CFO and CLO attend meetings (or portions thereof) of

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the Board or the Compensation and Management Development Committee to present information and answer questions pertaining to our executive compensation structure. No executive officer, including our CEO, participates directly in the final deliberations and determinations regarding his or her own compensation. While the Compensation and Management Development Committee considers management’s recommendations in its deliberations, it exercises its own independent judgment in approving the final compensation of our NEOs.

Role of Compensation Consultant

Semler Brossy Consulting Group, LLC, which we refer to as Semler Brossy, assisted the Compensation and Management Development Committee in developing our NEO compensation program for 2022. Semler Brossy assisted the Compensation and Management Development Committee in providing its analysis of whether our existing compensation strategy and practices were consistent with our compensation objectives and to assist us in modifying our compensation program for our NEOs to better achieve our objectives. As part of its duties, Semler Brossy has performed the following projects for the Compensation and Management Development Committee for 2022:

Other than advising the Compensation and Management Development Committee as described above, Semler Brossy did not provide any services to Parsons in 2022. The Compensation and Management Development Committee has evaluated the independence of Semler Brossy pursuant to the requirements of the NYSE and the factors set forth in the SEC rules and determined that Semler Brossy are independent, and no conflict of interest has arisen as a result of the work performed by Semler Brossy during fiscal year 2022.

Assessing Compensation Competitiveness

The Compensation and Management Development Committee uses a combination of published and proprietary compensation survey data relating to the compensation practices as a reference source in determining CEO and NEO compensation.

In connection with its engagement with Semler Brossy, the Compensation and Management Development Committee directed Semler Brossy to develop a compensation peer group to assist in developing a compensation program for all our NEOs for 2022. Semler Brossy assessed and compared to companies from the engineering and construction, aerospace and defense, environmental and facilities services and research and consulting services industries that Semler Brossy and the Compensation and Management Development Committee determined compete with us for talent as they are in the same or related industries. We also considered the revenue, operating income, net income, cash flow and debt to income ratio level of these companies and determined that a compensation peer group consisting of companies with levels both above and below our own levels was appropriate.

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Our Compensation and Management Development Committee believed that including companies with higher revenue and income levels than ours was appropriate due to our historical and recent strong growth.

In July 2021, our Compensation and Management Development Committee reviewed and determined to maintain the following peer companies as the 2021 peer group to be used as a reference source in its 2022 executive compensation deliberations:

Our Compensation and Management Development Committee also used published and proprietary compensation survey data provided by Semler Brossy relating to the compensation practices of other companies within and outside our industry as a reference source, in addition to other relevant factors, in determining our executives’ compensation. Our Compensation and Management Development Committee applies its independent judgment to make compensation decisions and does not formally benchmark our executive compensation against any particular group of companies or use a formula to set our NEOs compensation in relation to this data. Survey data for a revenue range comparable to our Company is utilized, rather than data for specific companies participating in the surveys. Our objective was to obtain data from a broad spectrum of comparable companies for compensation comparison purposes, other than Cubic Corporation which was removed due to their acquisition.

Following a review of the peer group by Semler Brossy in July 2022, the Compensation and Management Development Committee determined to maintain the existing peer group to be used for 2023 executive compensation deliberations.

Use of Comparative Market Data and Qualitative Factors

Our Compensation and Management Development Committee reviews each component of executive compensation separately and also takes into consideration the value of each NEOs’ compensation package as a whole and its relative size in comparison to our other executive officers, with the goal to set all elements of compensation within a competitive range, using a balanced approach that does not use rigid percentiles to target pay levels, but instead makes its compensation decisions based on a variety of relevant factors.

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While the Compensation and Management Development Committee believes that information regarding the compensation practices at other companies is useful in assessing the competitiveness, reasonableness and appropriateness of individual executive compensation elements and of our overall executive compensation packages, this information is only one of several factors that our Compensation and Management Development Committee considers. Other factors that are considered include:

We intend to evaluate our philosophy and compensation programs as circumstances require. At a minimum, we will review executive compensation annually. As part of this review process, we expect to apply our values and the objectives outlined above, while considering the compensation levels needed to ensure our executive compensation program remains competitive. We will also review whether we are meeting our pay for performance, key employee retention and other executive compensation program objectives.

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Fiscal Year 2022 Compensation Elements in Detail

Elements at a Glance

The compensation program for our NEOs consists of the following principal components:

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Executive Officer Transitions

As previously disclosed, effective July 25, 2022, Mr. Ofilos was promoted to CFO of the Company. In addition, effective July 25, 2022, Mr. Ball transitioned to a part-time advisory role through his retirement from the Company effective September 30, 2022.

In connection with Mr. Ball’s transition to a part-time advisory role and Mr. Ofilos’s appointment as CFO, the Board approved certain adjustments to each of Mr. Ball’s and Mr. Ofilos’s executive compensation for fiscal 2022.

In connection with Mr. Ofilos’s appointment as CFO, his annualized base salary increased to $525,000 and he became eligible for an annual bonus target opportunity of 80% of his base salary, each prorated in his year of appointment. In addition, Mr. Ofilos received a one-time promotion equity grant, under the Parsons 2019 Incentive Award Plan, based on the difference between his LTI target as CFO and his prior 2022 annual LTI target as Executive Vice President, with a target grant value of $800,000. The one-time promotion equity grant was apportioned among time-based restricted stock units (40%) and performance stock units (60%), consistent with annual equity grants for other NEOs. The restricted stock units will vest ratably over three years, beginning August 1, 2022. The performance stock units cliff vest on December 31, 2024, subject to actual cumulative contract award and cumulative gross profit margin as sold performance achieved over the performance cycle, with a maximum modified payout of 250% based on actual rTSR performance relative to a custom peer benchmark for the performance cycle.

In connection with Mr. Ball’s retirement as CFO and transition to a part-time advisory role, Mr. Ball’s base salary was reduced by 56.25% on July 16, 2022, to $266,875 annually, prorated in his year of appointment to advisory role following his retirement as CFO. The terms of his employment otherwise continued in full force and effect until his retirement from the Company, on September 30, 2022. Following Mr. Ball’s retirement from the Company, Ball was appointed as a non-employee Director of the Board.

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Base Salaries

The Compensation and Management Development Committee generally reviews, and adjusts as necessary, base salaries for each of our NEOs annually, or at the time of a promotion or substantial change in responsibilities. In fiscal 2022, base salaries for the NEOs, were increased to maintain competitiveness of our compensation program, and in the case of Mr. Ofilos, to reflect increase in his role and responsibility as CFO. Mr. Ball’s base salary was reduced to reflect the substantial change in his role upon retirement from CFO and appointment to a part-time advisory role through his retirement from the Company.

Annual Cash Incentives

We provide our NEOs with the opportunity to earn annual cash bonuses to encourage the achievement of corporate objectives and to reward those individuals who significantly impact our corporate results. The Compensation and Management Development Committee determines and approves our annual bonus decisions.

Under the fiscal 2022 Annual Incentive Plan for Management, or AIP, the annual incentive bonus of each NEO was entirely based on our performance against a mix of corporate financial goals (90% of overall target bonus opportunity) and a non-financial strategic goal (10% of overall target bonus opportunity) aligned with enhanced gender and racial/ethnic diversity.

The annual incentive bonus is equal to the product of (1) a dollar amount representing the target amount that the executive officer may be paid as an annual incentive bonus payment (or the “Target Incentive Bonus”), multiplied by (2) a percentage representing the overall achievement of the target levels and their weightings for each of the performance measures for the fiscal year (or the “Performance Goal Achievement”). The Target Incentive Bonus, the performance measures and related target levels and weighting, and the method for determining the Performance Goal Achievement for each executive officer were determined by our Compensation and Management Development Committee, as applicable, after taking into consideration the recommendations of our CEO (for NEOs other than the CEO) at the time the performance measures and related target levels and weightings were determined for the executive officer. No payout would be made for goals that failed to meet the performance threshold. The performance threshold for financial goals was 80% of target, as described below. Payouts were capped at 200% of target.

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For purposes of the fiscal 2022 AIP, our Compensation and Management Development Committee selected revenue, adjusted EBITDA, consolidated cash flow and a strategic qualitative goal aligned with enhanced gender and racial/ethnic diversity as the four corporate performance measures that best supported our annual operating plan, environmental, social and governance initiatives, and enhanced long-term value creation.

The final performance goal achievement under our AIP for the 2022 fiscal year for our NEOs was the sum of the performance achievement of each of the three corporate financial goals described above and the non-financial strategic qualitative goal aligned with enhanced gender and racial/ethnic diversity.

The level of achievement of each of the three corporate financial goals was determined as follows:

For fiscal 2022, the target levels for the three corporate financial performance measures are set forth in the table below (in millions). Our Compensation and Management Development Committee believed that achieving the target levels for the three corporate financial performance measures would require a focused and consistent effort by our executive officers throughout fiscal 2022. Coming off a challenging 2021, where organic revenues declined 12%, and AEBITDA declined 10%, Parsons planned a return to growth in 2022 with 2.5% organic revenue growth, and 7% AEBITDA growth with many unknown risks associated with inflation and COVID variants. Additionally, operating cash was planned to grow 26%.

In early 2022, the Compensation and Management Development Committee established strategic qualitative goals aligned with enhanced gender and racial/ethnic diversity, which collectively represented 10%

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of our NEOs target annual incentive opportunity for 2022. Similar to the financial goals described above, each of the gender and racial/ethnic diversity goals had threshold, target, and maximum payout opportunities.

In January 2023, after its review and evaluation of progress towards achieving strategic goals aligned with enhanced gender and racial/ethnic diversity, the Compensation and Management Development Committee determined strategic goal achievement of 103.75% resulting in a 13.75% achievement factor for this portion of the NEOs annual incentive opportunity (103.75% achievement of the 10% weighting, resulting in 13.75% payout).

The strategic goal performance measure is set forth in the table below.