DEF 14A of Telos Corp
Filed Mar 28, 2025 · FY20240001140361-25-010966
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS The Board of Directors of Telos recommends that the Director Nominees named below be elected by the holders of the Company’s Common Stock. The election of directors requires a plurality of the voting power of the shares of our Common Stock present in person or represented by proxy at the 2025 Annual Meeting and entitled to vote thereon. Only votes cast “FOR” a nominee will be counted in the election of directors. Broker non-votes and abstentions will not be counted. Votes that are withheld with respect to one or more nominees will result in those nominees receiving fewer votes but will not count as a vote against the nominees.
Director Nominees
Director Nominees The Company’s Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated the following individuals for election as directors by the holders of the Common Stock, to serve until his or her successor is elected and qualified: John B. Wood, David Borland, Bonnie Carroll, Derrick D. Dockery, Brad Jacobs, Maj. Gen. (ret) John W. Maluda, and Fredrick D. Schaufeld. Each of our directors is a United States citizen.
Director Nominees
| John B. Wood Chairman, CEO Director since 2000 Age | 61 Committees | None | President, Chief Executive Officer, Chairman of the Board of the Company. Mr. Wood joined the Company in 1992 as Executive Vice President and Chief Operating Officer and in 1994 was named President and Chief Executive Officer (“CEO”) until March 2000, when he was appointed to the newly created position of Executive Chairman of the Board. In 2002, he became Chairman of the Board subsequent to a restructuring of the Board of Directors. In January 2003, Mr. Wood resumed the positions of President and CEO. Prior to joining the Company, Mr. Wood worked on Wall Street for Dean Witter Reynolds, UBS Securities, and his own boutique investment bank. Mr. Wood currently serves on the boards of Tragedy Assistance Program for Survivors, Inc. (TAPS), the INOVA Foundation and the Wolf Trap Foundation. Mr. Wood holds a Bachelor of Science in Business Administration in finance and computer science from Georgetown University. As the Chief Executive Officer of the Company, Mr. Wood provides the Board with not only knowledge of the daily workings of the Company, but also the essential experience and expertise that can be provided only by a person who is intimately involved in running the Company. Due to Mr. Wood’s broad knowledge and experience with the Company and its offerings, he is considered to have cybersecurity expertise. His experience with the Company’s stockholders, partners, customers, and vendors, resulting from his long tenure with the Company, are invaluable to the Board. | | David Borland Independent Director Director since 2004 Age | 77 Committees | Management Development and Compensation, Nominating and Corporate Governance (Chair) | President, Borland Group, an information technology consulting company, since January 2004. Mr. Borland was elected to the Board of Directors in March 2004 after retiring as Deputy Chief Information Officer (“CIO”) of the U.S. Army with more than 30 years of experience in the U.S. Government. Mr. Borland’s U.S. Army career experience also includes serving as Vice Director of Information Systems for Command, Control, Communications, and Computers; Director of the Information Systems Selection and Acquisition Agency; and numerous other positions. From 1966 through 1970, Mr. Borland served in the U.S. Air Force. Mr. Borland received numerous awards, including the Meritorious Presidential Rank Award for Senior Executive Service Members (1996 and 2003), the Distinguished Presidential Rank Award (2000), and the U.S. Army Decoration for Exceptional Civilian Service (1998 and 2003). Mr. Borland holds a Master’s Degree in Finance from George Washington University. Mr. Borland’s industry experience and extensive service with the U.S. Army and the U.S. Air Force make him a valuable member of the Board of Directors. |
Director Nominees
| Bonnie Carroll Independent Director Director since 2020 Age | 67 Committees | Audit, Management Development and Compensation, Nominating and Corporate Governance | President and Founder, Tragedy Assistance Program for Survivors, Inc. (TAPS), a non-profit organization that provides comfort, care, and resources to family members grieving the death of a member of the military, since 1994. Ms. Carroll was elected to the Board in September 2020. Ms. Carroll has also held appointments in the government, including White House Liaison at the Department of Veteran Affairs under President George W. Bush, Executive Assistant to the President for Cabinet Affairs under President Reagan, and Senior Advisor to the Iraqi Ministry of Communications during Operation Iraqi Freedom. Ms. Carroll retired as a Major in the Air Force Reserve following 31 years of service, where her career included serving as Chief, Casualty Operations, HQ USAF. Prior to joining the USAFR, Maj. Carroll served 16 years as both a noncommissioned officer and then a commissioned officer in the Air National Guard as a Transportation Officer, Logistics Officer, and Executive Officer. Ms. Carroll holds a degree in Public Administration and Political Science from American University and has completed the Harvard University John F. Kennedy School of Government’s Executive Leadership Program on International Conflict Resolution. She is a graduate of several military service schools, including the USAF Logistics Officer Course, Squadron Officers School, Defense Equal Opportunity Management Institute, Academy of Military Science and USAF Basic Training (Honor Graduate). Ms. Carroll received the Presidential Medal of Freedom from President Barack Obama and the Zachary and Elizabeth Fisher Distinguished Civilian Humanitarian Award from the U.S. Department of Defense. Ms. Carroll’s extensive service in the military, civilian agencies, and non-profit work serving family members of military service men and woman, and the recognition of her service by the highest level of government, make her a valuable member of the Board of Directors. | | Derrick D. Dockery Independent Director Director since 2022 Age | 44 Committees | Management Development and Compensation, Nominating and Corporate Governance | U.S. Government Affairs at TikTok, since June 2020. Mr. Dockery was elected to the Board on January 19, 2022. Mr. Dockery is the Co-Founder of Yellow Ribbons United, a non-profit founded in 2013, which leverages professional sports platforms and resources of corporate America to increase awareness of issues affecting retired and active-duty military personnel and their families. Previously, Mr. Dockery worked at the U.S. House of Representatives for Speaker Paul Ryan (2016-2019) as Business and Intergovernmental Coalition Director; Chairman Jason Chaffetz, House Oversight and Government Reform Committee (2015-2016) as Communications and Coalitions Coordinator; and Chairman Paul Ryan, House Budget Committee Office (2013-2015) as Communications Press Assistant. From 2003 to 2013, Mr. Dockery played professional football as an offensive lineman for the Dallas Cowboys, Washington Redskins (now called the Commanders), and the Buffalo Bills. Mr. Dockery holds a Bachelor of Science in Education with a minor in Communications from the University of Texas in Austin, Texas and a Master of Business Administration from George Washington University in Washington, D.C. Mr. Dockery’s experience working in Congress and his relationships in the business community make him a valuable member of the Board of Directors. |
Director Nominees
| Brad Jacobs Independent Director Director since 2022 Age | 67 Committees | Audit (Chair), Management Development and Compensation | Adjunct Professor at Rollins College in Florida and Consultant since January 2015. Mr. Jacobs was elected to the Board on January 19, 2022. Mr. Jacobs is a consultant for various law firms regarding U.S. Department of Defense and agency bid protests. From November 2000 until September 2014, Mr. Jacobs served in various finance roles at BAE Systems, Inc., which had 43,700 employees worldwide and generated approximately $12 billion in sales in 2013. At BAE Systems, Inc., he held the following positions: Senior Vice President, Finance (March 2009 to September 2014); Vice President, Finance, Mergers & Acquisitions (September 2007 to February 2009); and Vice President, Finance, Electronics & Integrated Solutions Operating Group (November 2000 to August 2007). From March 1992 until November 2000, Mr. Jacobs worked in various management roles at Lockheed Martin Company. Mr. Jacobs also serves on the Board of Tragedy Assistance Program for Survivors, Inc. (TAPS) and the Jewish Federation for Greater Orlando. Mr. Jacobs holds a Bachelor of Science in Finance (with honors in Economics) from the University of Maryland and a Master of Science in Industrial Administration from Purdue University. Mr. Jacobs’s education, his extensive experience with major defense contractors, and his focus on financial matters within those companies, make him a valuable member of the Board of Directors. | | John W. Maluda (Maj. Gen. USAF, Ret.) Director since 2009 Age | 71 Committees | None | Retired, U.S. Air Force Major General. General Maluda was elected to the Board in October 2009. He retired from the U.S. Air Force in September 2009 after more than 34 years of continuous active duty. At the time of his retirement, General Maluda was Director of Cyberspace Transformation and Strategy, in the Office of the Secretary of the Air Force, and Chief Information Officer. In that capacity, he shaped doctrine, strategy, and policy for communications and information activities and served as the functional advocate for 30,000 personnel. Previously, General Maluda was Vice Commander, 8th Air Force, at Barksdale Air Force Base, Louisiana. General Maluda enlisted in the Air Force in 1973 and received his commission in 1978 as a distinguished graduate of the ROTC program at Troy State University in Alabama. His career highlights include serving at three major commands, with unified combatant commands, a defense agency, the White House, and the Air Staff. General Maluda’s staff experience included positions at Headquarters U.S. Air Force, Air Combat Command, U.S. Air Force in Europe, Air Force Special Operations Command, U.S. Space Command and the White House Communications Agency. General Maluda holds a Bachelor of Science in Electrical Engineering from Auburn University, a Master’s Degree in Systems Management from the University of Southern California, and Master’s Director Certification from the American College of Corporate Directors, a public company director education and credentialing organization General Maluda’s comprehensive experience with the U.S. Air Force, cybersecurity expertise as a former CIO, and broad industry insight make him a valuable member of the Board of Directors. |
Director Nominees
| Fredrick D. Schaufeld Independent Director Director since 2020 Age | 65 Committees | Audit, Management Development and Compensation (Chair) | Co-founder and Managing Director of SWaN & Legend Venture Partners (SWaN) since 2006. Mr. Schaufeld was elected to the Board in November 2020. Mr. Schaufeld is a Partner in Monumental Sports and Entertainment, which owns the Washington Capitals (NHL), Wizards (NBA), Mystics (WNBA), Capital City Go-Go (NBA-G) and the Capital One Arena. He is a Partner in the Washington Nationals (MLB), Team Liquid (e-Sports), the Professional Fighters League (PFL) and the Hill Top House Hotel, Harpers Ferry. Mr. Schaufeld also owns American Bike Ride, the parent of DC Bike Ride. Prior to SWaN, Mr. Schaufeld founded and led NEW Corp. (NEW), which was acquired by Asurion (now NEW Asurion) in 2008. Mr. Schaufeld currently sits on the boards of several private companies. Mr. Schaufeld is the recipient of Ernst & Young’s “Entrepreneur of the Year” award, is a member of the Horatio Alger Association, and is a member of the Economic Club of Washington, D.C., the Young Presidents Organization (YPO) and its Peace Action Network Arab American Action Forum. Mr. Schaufeld also sits of the board of several charitable organizations, including the Wolf Trap Foundation. Mr. Schaufeld received his Bachelor’s degree in Government from Lehigh University. Mr. Schaufeld’s extensive experience in business and finance, as well as his service to various local charitable organizations, makes him a valuable member of the Board of Directors. |
Compensation of Directors
Compensation of Directors The Compensation Committee recommended on May 16, 2024, and Board of Directors approved on May 21, 2024, a revised compensation structure for the directors for 2024. First, each director received $40,000 as a basic retainer, plus $5,000 per committee assignment with the chairpersons of each committee receiving an additional $10,000. These cash payments are made in equal payments quarterly. Second, each director received a long-term incentive award of 40,323 restricted share units, valued at $150,000 as of the grant date of May 21, 2024, vesting after two years, on May 21, 2026. The following table summarizes the director compensation paid during the year ended December 31, 2024, other than for Mr. John Wood (who was not paid separate compensation for his service as a director and whose compensation is described elsewhere in this Proxy Statement). The directors did not receive any perquisites and the Company made no charitable donations under their names. Director Compensation For 2024
Compensation of Directors
| | Cash Compensation | Stock Awards(1) | Total | | David Borland | $67,500 | $150,000(2) | $217,500 | | Bonnie Carroll | 66,250 | 150,000(3) | 216,250 | | Derrick D. Dockery | 60,000 | 150,000(4) | 210,000 | | Brad Jacobs | 65,000 | 150,000(5) | 215,000 | | John W. Maluda | 47,500 | 150,000(6) | 197,500 | | Fredrick D. Schaufeld | 67,500 | 150,000(7) | 217,500 | | TOTAL | $373,750 | $900,000 | $1,273,750 |
Compensation of Directors
| (1) See assumptions made in the valuation of these awards for financial statement reporting purposes in Note 2 - Summary of Significant Accounting Policies to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |
Compensation of Directors
| (2) Mr. Borland received a grant of 40,323 RSUs on May 21, 2024, that will vest on May 21, 2026, if Mr. Borland remains a director until such date or earlier upon a change of control of the Company. As of December 31, 2024, he also held options to acquire 52,000 shares of the Company’s common stock. |
Compensation of Directors
| (3) Ms. Carroll received a grant of 40,323 RSUs on May 21, 2024, that will vest on May 21, 2026, if Ms. Carroll remains a director until such date or earlier upon a change of control of the Company. As of December 31, 2024, she also held options to acquire 50,000 shares of the Company’s common stock. |
Compensation of Directors
| (4) Mr. Dockery received a grant of 40,323 RSUs on May 21, 2024, that will vest on May 21, 2026, if Mr. Dockery remains a director until such date or earlier upon a change of control of the Company. As of December 31, 2024, he also held options to acquire 50,000 shares of the Company’s common stock. |
Compensation of Directors
| (5) Mr. Jacobs received a grant of 40,323 RSUs on May 21, 2024, that will vest on May 21, 2026, if Mr. Jacobs remains a director until such date or earlier upon a change of control of the Company. As of December 31, 2024, he also held options to acquire 60,000 shares of the Company’s common stock. |
Compensation of Directors
| (6) Gen. Maluda received a grant of 40,323 RSUs on May 21, 2024, that will vest on May 21, 2026, if Gen. Maluda remains a director until such date or earlier upon a change of control of the Company. As of December 31, 2024, he also held options to acquire 50,000 shares of the Company’s common stock. |
Compensation of Directors
| (7) Mr. Schaufeld received a grant 40,323 RSUs on May 21, 2024, that will vest on May 21, 2026, if Mr. Schaufeld remains a director until such date or earlier upon a change of control of the Company. |
Compensation Discussion and Analysis
In this CD&A, we describe the material elements of our executive compensation philosophy and programs during 2024 and provide the key facts and reasoning behind our Compensation Committee’s decisions regarding the 2024 compensation of our NEOs. Executive Summary The Compensation Committee’s objective with respect to executive compensation for 2024 was to incentivize achievement of key business goals by aligning executive pay with business performance. To that end, the Committee significantly changed the total portion of executive compensation that was directly “at risk” by virtue of being entirely contingent upon achievement of such goals. Furthermore, the Committee selected rigorous metrics to measure goal achievement, for both short-term and long-term incentive compensation, focusing on metrics that would directly translate to increased shareholder value before providing a payout to our executive team. For example, with the exception of his base salary, the entirety of CEO John Wood’s 2024 direct compensation was contingent on achieving objective Company performance metrics – both on an annual basis (as part of the Annual Inventive Plan), and on a long-term basis (through performance-based long-term incentives). Approximately ninety-seven percent (97%) of Mr. Wood’s maximum direct compensation(1) for 2024 was contingent on meeting objective Company performance metrics, thereby directly aligning his interests with those of our stockholders and paying almost exclusively for performance. A similar approach was adopted for NEO compensation. For Executive Vice President NEOs (Messrs. Griffin, Bendza and Robbins), from approximately eighty-one percent (81%) to eighty-three percent (83%) of their maximum direct compensation for 2024 was entirely contingent on achieving objective Company performance metrics. The rationale for the Company’s increased emphasis on tying executive pay to Company performance in 2024 originated with the failure of the Company’s say-on-pay proposal at its 2023 Annual Meeting. Following that meeting, the Company engaged with certain stockholders willing to share their insights and opinions on executive compensation, as discussed in depth in the Company’s 2024 Proxy Statement. That engagement resulted in the following feedback, demonstrating that stockholders wanted to see:
Compensation Discussion and Analysis
| • | An increase in the use of meaningful performance-based metrics in long-term incentive compensation. |
Compensation Discussion and Analysis
| 1 | Calculated as if all performance goals were achieved and the NEO received the maximum number of shares granted to him. These shares were valued at the reported share price on the grant date. |
Compensation Discussion and Analysis
Accordingly, when designing executive incentive compensation for 2024, the Compensation Committee selected business goals that were critical drivers for Company success and that responded to stockholder feedback. For the annual incentive compensation or bonus (which we call the Annual Incentive Plan or “AIP”), the Committee focused on i) annual revenue, ii) finalizing a significant contract that we expect will generate meaningful revenue for the next five years, and iii) continued, successful expansion of the Company’s critical TSA PreCheck program, as follows:
Compensation Discussion and Analysis
| 2024 Annual Incentive Plan Performance Metrics | | | Metric | Rationale | | 2024 Company total revenue | To incentivize Company growth | | Finalization of the Company’s subcontract for the DMDC Program | To incentivize successful finalization of a significant contract that we expect will generate meaningful revenue for the next five years | | Expansion of the Company’s TSA PreCheck enrollment sites to 125 locations | To incentivize growth and revenue generation from the Company’s critical TSA PreCheck program |
Compensation Discussion and Analysis
| 2024 Long-Term Incentive Grants Performance Metrics | | | Metric | Rationale | | 2025 Company free cash flow | To incentivize Company cash generation | | Expansion of the Company’s TSA PreCheck enrollment sites to 500 locations prior to January 1, 2027 | To incentivize growth and revenue generation from the Company’s critical TSA PreCheck program | | Maintain the price of Telos stock (TLS) at or above certain performance levels ($6, $8, $10, $12) for no less than 50 consecutive days each, prior to January 1, 2027 | To incentivize an increase in shareholder value and align executive and shareholder interests |
Compensation Discussion and Analysis
The importance to Telos of achieving the goals reflected in these long-term incentive grants – particularly the grants contingent on sustained increases in the price of Telos stock – is demonstrated by the value of the grants made. As is explained in greater detail below, the Committee set base vesting targets for these grants at levels that would show sufficient improvement in Company performance (and a resultant increase in enterprise value) to warrant RSU payouts consistent with historical target long-term incentive compensation amounts. Additionally, the Committee sought to push Company executives to reach stretch goals – especially as to sustained stock price increases before 2027 – by making grants at historically high values that would vest if, and only if, dramatic year-over-year performance goals were met. The consequence of the Committee’s approach to 2024 long-term incentive compensation are performance-based grants that, when viewed at grant date maximum value, appear significantly higher than both Company history and comparable compensation among peers, but that are predicated upon highly rigorous and aggressive goals. Eschewing a compensation approach that incorporated performance-based compensation as one equal element of an executive’s compensation package, the Committee placed extraordinary emphasis on performance-based compensation. Likewise, instead of rewarding incremental success in long-term performance, the Committee sought to reward extraordinary performance through larger incentives. Compensation Philosophy, Objectives and Processes The Compensation Committee is primarily responsible for the development and execution of, and adherence to, our compensation philosophy. Our compensation program is designed to fully align with and support the achievement of our business and financial goals, to be competitive in the intense market for talent in which we compete, and to conform our compensation plan generally to plans typically utilized by companies in our peer group and industry. We
Compensation Discussion and Analysis
| • | To encourage key employees to put forth maximum efforts for both our short-term and long-term success; |
Compensation Discussion and Analysis
| • | To drive achievement of our long-term growth, profitability and other objectives; |
Compensation Discussion and Analysis
| • | Compensation should be a mix of annual and long-term compensation. Ideally, long-term compensation for at least our NEOs will constitute a majority of the total compensation, in order to encourage retention and attainment of long-term performance goals. |
Compensation Discussion and Analysis
| • | Compensation should be a mix of cash and equity, with cash typically rewarding achievement of goals and equity encouraging retention and long-term performance aligned with the interests of our stockholders. |
Compensation Discussion and Analysis
| What we DO | What we DON’T do | | Align annual bonuses with a minimum threshold level of achievement for funding and objective and challenging performance measures. | No “golden parachute” gross-ups. | | Ensure that the majority of executive target compensation is equity-based, thereby aligning executives’ interests with stockholders’ interests. | No guaranteed bonuses or base salary increases for executive officers. | | Maintain a significant portion of total executive compensation directly “at risk” because it is contingent on meeting Company performance targets. | No options or SARs granted below fair market value. | | Maintain a Compensation Committee comprised solely of independent directors. | No repricing of stock options without stockholder approval. | | Review executive compensation strategy, competitiveness, and risk against a peer group, annually. | No excessive severance. | | Retain an independent compensation consultant to provide expert advice on the design and evaluation of our compensation policies and practices. | No excessive perquisites. | | Maintain a Clawback Policy. | No executive retirement plans other than those offered to all employees. |
Compensation Discussion and Analysis
Mr. John Wood is not present during the voting or deliberation on his individual compensation. Except as set forth below in the description of the AIP, Mr. Wood recommends to the Compensation Committee the compensation for the named executive officers. The Compensation Committee reviews these recommendations and, following discussions with Mr. Wood, determines the appropriate compensation for those executives. Statement Concerning the Timing of Stock Option Grants Our 2016 LTIP provides the Compensation Committee with the discretion to issue stock options, but the Company does not have a policy concerning the timing of stock option grants. The 2016 LTIP does prohibit the back-dating of options. The Company did not issue any stock options in 2024, and has no specific practice concerning the timing thereof; however, the Company does not time the disclosure of material nonpublic information to affect the value of executive compensation. Compensation Committee Processes The Compensation Committee reviews the base salary levels, annual short-term incentive opportunities, and long-term incentive compensation opportunities of our NEOs and all related performance criteria in the first quarter of each year, or more frequently as warranted. In making decisions about the compensation of our NEOs, the Compensation Committee relies primarily on the general experience of its members and subjective considerations of various factors, including as warranted the following:
Compensation Discussion and Analysis
| • | The scope of each NEO’s role and responsibilities compared to other similarly-situated executives at the companies in our compensation peer group; |
Compensation Discussion and Analysis
| • | The potential of each individual executive officer to contribute to our long-term financial, operational, and strategic objectives; |
Compensation Discussion and Analysis
| • | The compensation practices of our compensation peer group and the positioning of each NEO’s compensation in a ranking of compensation levels based on an analysis of competitive market data; |
Compensation Discussion and Analysis
| • | Providing annual peer group development, and review and advise on proposed executive compensation and awards and plan designs; |
Compensation Discussion and Analysis
| • | Providing annual proxy study of named executive officers and independent director pay practices; |
Compensation Discussion and Analysis
| • | Providing equity plan recommendations and annual and long-term incentive plan reviews; and |
Compensation Discussion and Analysis
The Compensation Committee has determined that the work of Lockton and Zayla and their employees as compensation consultants to the Compensation Committee has not created any conflict of interest. While the data and input provided by the compensation consultant is a factor in its analysis of various compensation elements and has been relied upon by the Compensation Committee, the Compensation Committee makes the final determination on all compensation decisions. Competitive Positioning For purposes of assessing our executive compensation against the compensation market, the Compensation Committee reviews and considers the compensation levels and practices of a select group of peer companies. In the first quarter of 2024, the Compensation Committee refreshed the group of peer companies. Three companies in the Company’s 2022 peer group were no longer public companies, and the Committee felt that the four largest companies (by revenue) in the peer group (CrowdStrike, Okta, Zscaler, and Perficient) were too large to serve as comparable companies. In assessing potential peers, the Committee considered the nature of a potential peer’s business and industry, its size by revenue, its history as a public company, number of employees, market capitalization, net income, the market from which it competes for employee talent, and its “connection strength” – the extent and/or number of interrelationships between peers and peers of peers (e.g., whether a company was a peer of a peer company, or selected the Company as a peer.) To that end, the Committee benefitted from resources and recommendations from Lockton and Equilar, Inc., a provider of executive compensation benchmarking services. The Compensation Committee was particularly mindful that the Company generally competes for employee talent and business with companies that are much larger – by headcount, revenue, and assets – than Telos. After due consideration, the Compensation Committee selected the following companies to serve as a compensation benchmark peer group for 2024:
Compensation Discussion and Analysis
Annual Incentive Plan (“AIP”) Under the AIP, the NEOs are eligible for incentive bonus awards. The purpose of the AIP is to provide each of our NEOs the opportunity annually to earn a bonus award as an incentive to put forth maximum efforts for both our short-term and long-term success and to drive achievement of our growth and profitability objectives. The AIP is based upon one or more financial or operational performance targets as determined by the Compensation Committee on an annual basis. Awards under the AIP are an integral component of compensation that link and reinforce executive decision-making and performance with the annual objectives of the Company. The AIP is administered by the Compensation Committee and determinations by the Compensation Committee are final, conclusive and binding on all parties. The Compensation Committee has the discretion to determine the appropriate performance targets, the amount of the awards, and the any leverage features. The amount of the awards, performance targets, and leverage features generally are established in writing during the first quarter of each year. The AIP and the annual incentives potentially payable under it for our NEOs are generally competitive with similar annual incentive compensation earned by senior executives at our peer companies, as evaluated by our compensation consultant and reported to the Compensation Committee. For 2024, the Compensation Committee selected annual performance criteria that reflected the Company’s strategic goals to grow its revenue, to finalize a subcontract for a significant program that is expected to generate meaningful revenue and profit for the Company over the next five (5) years, and to expand the enrollment sites for the Company’s critical TSA PreCheck program. The Compensation Committee has the discretion to pay AIP in the form of stock, cash, or a combination thereof to optimize liquidity and share dilution in the best interest of stockholders. To determine the amount of the potential bonus awards for 2024 AIP, the Compensation Committee created total dollar value pools for each element of the program (which pools encompassed not only NEO bonuses but senior management bonuses as well). The size of the pool for each element of the program roughly equated to the importance of the performance goal to be incentivized and the rigor of the metrics selected for that goal, with the largest pool allocated to 2024 Company revenue and the smallest to finalization of the subcontract for the DMDC program. Within each pool, the amount of any individual NEO’s potential bonus was determined using that individual’s proportion of total AIP based on total direct compensation amounts approved by the Committee.
Compensation Discussion and Analysis
| 2024 ANNUAL INCENTIVE PLAN (2024 Company Revenue) | | | | | | Executive | Revenue Performance Level and Associated Payout Values(1) | | Actual 2024 Revenue | 2024 Payment | | | ≥ $135,000,000 | ≥$150,000,000 | $108,272,000 | | | John B. Wood | $197,000 | $329,000 | | $0 | | Mark Bendza | $101,000 | $168,000 | | $0 | | Mark D. Griffin | $97,000 | $162,000 | | $0 | | Hutch Robbins | $95,000 | $158,000 | | $0 | | Malcolm Cooke | $30,000 | $49,000 | | $0 |
Compensation Discussion and Analysis
| (1) Payout dollar values rounded to the nearest thousand. |
Compensation Discussion and Analysis
| 2024 ANNUAL INCENTIVE PLAN (DMDC Program Subcontract)(1) | | | | Executive | Payout Value Upon Performance | 2024 Payment | | John B. Wood | $66,000 | $66,000 | | Mark Bendza | $34,000 | $34,000 | | Mark D. Griffin | $32,000 | $32,000 | | Hutch Robbins | $32,000 | $32,000 | | Malcolm Cooke | $10,000 | $10,000 |
Compensation Discussion and Analysis
| 2024 ANNUAL INCENTIVE PLAN (Expansion to 125 PreCheck Enrollment Sites)(1) | | | | Executive | Payout Value Upon Performance | 2024 Payment | | John B. Wood | $131,000 | $131,000 | | Mark Bendza | $67,000 | $67,000 | | Mark D. Griffin | $65,000 | $65,000 | | Hutch Robbins | $63,000 | $63,000 | | Malcolm Cooke | $20,000 | $20,000 |
Compensation Discussion and Analysis
| Named Executive Officer | AIP Award | | John B. Wood | $197,118 | | Mark Bendza | 101,023 | | Mark D. Griffin | 97,327 | | Hutch Robbins | 94,863 | | Malcolm Cooke | 29,568 |
Compensation Discussion and Analysis
The Committee further elected to pay such bonuses in cash in part to eliminate any impact of the 2024 AIP awards on share count dilution. Other senior staff members were eligible to participate in the AIP in 2024, and the total amount available for such incentives was approved by the Compensation Committee. Senior staff performance goals are set by management, based on performance of their business segment or the Company as a whole or a combination of both. For 2024, any award payout was paid in cash. Long-Term Incentive Plan The purpose of the 2016 LTIP is to enhance our ability to attract, motivate and retain highly qualified employees, to improve our business results and earnings by providing such persons an opportunity to acquire or increase a direct proprietary interest through ownership of equity in the operations and future success of the Company, and to align the employees’ interests and efforts with the interests of our stockholders. The 2016 LTIP allows for the award of a number of types of equity or equity-based incentives, including stock options, restricted shares, and restricted share units, among others, and the incentives can be structured to be either time-based or performance-based. Time-based incentives encourage retention and provide for incremental recognition of equity compensation over the vesting period. Performance-based incentives allow for additional awards based on over-achievement, while also withholding compensation for under-performance, of defined objective performance criteria. Performance-based restricted share units (“PSUs”), if the performance criteria are satisfied while the executive or senior officer continues in service, would settle in our Common Stock. The Compensation Committee decides what form of incentive to use on a grant-by-grant basis, depending on the circumstances. When approving an incentive for an executive or senior officer, the Compensation Committee considers the executive or senior officer’s current role and contribution to the Company, the anticipated role and contribution of the executive or senior officer to the Company’s long-term financial and performance goals, the executive or senior officer’s performance and achievements, and the industry practices and norms as evidenced by our peer group of companies. The Compensation Committee also takes into account the number of long-term incentives granted in prior years, existing levels of stock ownership by executive or senior officers, and the aggregate grants of incentives to all executive or senior officers. The Compensation Committee also considers the other elements of incentive compensation available to executive or senior officers and the performance metrics associated with those incentives, with a view toward providing an appropriately diverse set of performance criteria and objectives to incentivize both service to the Company over time as well as performance, and to avoid or minimize multiple forms of compensation for the same achievement. In general, the executive or senior officers with higher levels and amounts of responsibility are eligible to receive larger equity awards and have a larger proportion of their compensation paid in the form of equity as opposed to cash-based compensation. Finally, the Compensation Committee typically reviews proposed equity awards to executive or senior officers against benchmarking and peer group data and utilizes that data to ensure that the level of equity awards to our executive or senior officers generally are competitive and in alignment with our peer group companies and industry expectations. The 2016 LTIP and the grant award agreements issued under it also provide for clawback of equity awards to the extent permissible by law and the Company’s policy. In 2023, the Compensation Committee made no LTI grants to NEOs, for several reasons. First, at the time the Committee was considering such awards during the first quarter of 2023, the 2016 LTIP lacked sufficient shares available to make incentive awards roughly in line with median peer compensation of a similar type. Second, the low prices of Telos’ shares in the latter portions of the first quarter of 2023 gave the Committee concern regarding the dilutive effect of awards made at that time. After the Company’s 2023 Annual Meeting of Stockholders, and the failure of the Company’s say-on-pay proposal, the Committee felt that it needed to first engage with stockholders concerning compensation structure and to revisit the issue of LTI for NEOs in 2024. In the first quarter of 2024, the Compensation Committee met to address changes necessary to the Company’s executive compensation program with the benefit of what it had heard concerning that program from stockholders and third parties. In an effort to more fully align executive compensation with Company success, the Compensation Committee determined that NEO long-term incentive grants for 2024 would be primarily performance-based. Specifically, the percentage of performance-based grants in the NEOs’ long-term incentive compensation would increase from 0% in 2022 (the last year in which LTI grants were made to our NEOs) to 100% for the CEO, and approximately 85% for the other NEOs (at maximum value), in 2024. Focusing on the long-term growth of the Company, the Compensation Committee selected the following performance-based metrics for long-term incentives to be issued in 2024:
Compensation Discussion and Analysis
| • | PreCheck Site Expansion LTI Grants (“LTI PSU Grant #1”) |
Compensation Discussion and Analysis
The stockholder feedback we received in the fall of 2023 emphasized aligning executive compensation with revenue generation. The TSA PreCheck program is one of the most significant revenue-generating programs for Telos – growing the number of PreCheck enrollments will grow overall company revenue. Emphasizing that revenue growth, the Compensation Committee sought to extend the incentives for enrollment site expansion created by the 2024 AIP through 2026 by making LTI grants of PSUs that would vest, in part, when the Company opened its 250th, 350th, and 500th enrollment site, provided those performance levels were met prior to January 1, 2027. The Committee did not consider using enrollment site expansion as a part of the 2024 AIP and as a long-term incentive to be duplicative or rewarding accomplishment of the same goals because of the difference of emphasis in each plan: the Committee sought to incentivize an immediate ramp in enrollment sites via the 2024 AIP, and sought to incentivize the longer term expansion of the enrollment site program (above and beyond the initial ramp) throughout the following two years via the long-term incentive grants.
Compensation Discussion and Analysis
| LTI PSU GRANT #1 (in PSUs Vesting Per Performance Level) | | | | | | Executive | 250 Sites | 350 Sites | 500 Sites | Total Maximum | | John B. Wood | 114,808 | 172,212 | 229,616 | 516,636 | | Mark Bendza | 57,331 | 85,997 | 114,663 | 257,991 | | Mark D. Griffin | 45,094 | 67,642 | 90,189 | 202,925 | | Hutch Robbins | 32,093 | 48,140 | 64,187 | 144,420 | | Malcolm Cooke | 2,232 | 3,348 | 4,464 | 10,044 |
Compensation Discussion and Analysis
| • | 2025 Free Cash Flow LTI Grants (“LTI PSU Grant #2”) |
Compensation Discussion and Analysis
Consistent with stockholder feedback to focus executive compensation on improved cash flow and meaningful revenue generation, the Compensation Committee made long-term incentive grants contingent upon the Company’s revenue and free cash flow results for calendar (and fiscal) year 2025, as reported on the Company’s 2025 Form 10-K. The Committee selected a shorter performance period (one fiscal year of performance) than a typical long-term incentive award because of the importance to stockholders of returning the Company to revenue growth and positive free cash flow in 2025, after several years of declining year over year revenue and negative cash flow. Relying on the Company’s then-current long-range forecast for 2025, the Committee set the following performance levels for PSU vesting, with increasing numbers of PSUs vesting at the higher performance levels. Both the revenue and corresponding free cash flow goals would have to be met to constitute achievement of the overall performance level and to trigger vesting:
Compensation Discussion and Analysis
| ORIGINAL LTI PSU GRANT #2 | | | Performance Levels for Vesting | | | 2025 Company Revenue | 2025 Company Free Cash Flow | | ≥$180,000,000 | ≥$0 | | ≥$200,000,000 | ≥$2,000,000 | | ≥$200,000,000 | ≥$6,000,000 | | ≥$200,000,000 | ≥$12,000,000 |
Compensation Discussion and Analysis
Free Cash Flow for purposes of this award would be calculated the same as free cash flow reported in the Company’s publicly-filed financial statements, adjusted for any AIP, 2016 LTIP, or 401(k) match payments that the Compensation Committee elects to pay in cash in lieu of stock. For the target performance level, if revenue was equal to or greater than $180 million and less than $200 million and free cash flow was greater than zero and less than $2 million, the PSUs earned would be calculated on a straight-line interpolation with 50% weighting to revenue and 50% weighting to free cash flow. For the second performance level, if revenue was equal to or greater than $200 million and free cash flow was between $2 million and $6 million, the PSUs earned would be calculated on a straight-line interpolation, and the same would hold true for the third level if free cash flow was between $6 million and $12 million. At the time of the grants in May 2024, the Company expected that a significant portion of its 2025 revenue would come from the DMDC program, and those expectations were reflected in the $180 million and $200 million revenue performance levels for the grants. The DMDC program began to transition from the incumbent contractor to Telos in the fourth quarter of 2024, and began to ramp up in earnest in early 2025, providing the Company greater insight into the requirements of the end user under the contract. The majority of revenue on the program is from the sale of third-party hardware and software products to Telos’ customer, and as the program began the Company learned that a significantly larger than expected proportion of the orders would be software orders. Hardware orders are recognized as gross revenue when the orders are filled. However, software orders are often recognized as gross revenue over a period of performance or as net revenue when the orders are filled. Accordingly, a higher mix of software orders will impact the amount of revenue recognized in 2025. Fundamentally, there is no economic difference between the revenue recognition methodologies.(3) Cash flow is the same under the three accounting methodologies, but the difference in the amount of revenue recognized in 2025 can be substantial. The Compensation Committee understood that this unanticipated change in revenue recognition for a portion of Telos’ future 2025 revenue meant that the revenue performance levels for these specific LTI grants were going to represent significantly higher hurdles than intended, rendering the grants unsuitable for the incentive purpose for which they were made, despite the fact that the change in accounting treatment had no impact on the underlying economic performance goals of the grants. Given that the existing free cash flow performance levels for these grants were not impacted by the net/gross revenue recognition accounting treatment, and the irrelevance of that treatment to the underlying economic performance goals of the grants, the Committee elected to amend the grants to eliminate the revenue performance component of these grants and leave the free cash flow component intact. The amounts of PSUs awarded did not change; only one element required for their vesting (revenue performance) was eliminated. As amended, the details of the grants are as follows:
Compensation Discussion and Analysis
| AMENDED LTI PSU GRANT #2 (in PSUs Vesting Per Performance Level) | | | | | | Executive | FCF >$0 | FCF ≥$2,000,000 | FCF ≥$6,000,000 | FCF ≥$12,000,000 | | John B. Wood | 241,814 | 483,628 | 725,442 | 967,256 | | Mark Bendza | 120,755 | 241,509 | 362,264 | 483,018 | | Mark D. Griffin | 94,980 | 189,960 | 284,940 | 379,920 | | Hutch Robbins | 67,596 | 135,193 | 202,789 | 270,386 | | Malcolm Cooke | 4,702 | 9,403 | 14,105 | 18,806 |
Compensation Discussion and Analysis
The number of PSUs that would vest, if any, will be determined by the final 2025 free cash flow amount as reported on the Company’s 2025 10-K. If 2025 free cash flow falls between these performance levels (for example, at $5,000,000), the PSUs earned would be calculated on a straight-line interpolation between the number of PSUs for the adjacent lower and higher levels (using the $5,000,000 example, the interpolation would be between the number of PSUs for the ≥$2,000,000 level and the number of PSUs for the ≥$6,000,000 level).
Compensation Discussion and Analysis
| • | Stock Price LTI Grants (“LTI PSU Grant #3) |
Compensation Discussion and Analysis
| LTI PSU GRANT #3 (in PSUs Vesting Per Performance Level) | | | | | | | Executive | $6 TLS Price 50 Consecutive Days Prior to 1/1/27 | $8 TLS Price 50 Consecutive Days Prior to 1/1/27 | $10 TLS Price 50 Consecutive Days Prior to 1/1/27 | $12 TLS Price 50 Consecutive Days Prior 1/1/27 | Total Maximum Possible Vest | | John B. Wood | 660,925 | 660,925 | 991,388 | 1,321,851 | 3,635,089 | | Mark Bendza | 243,362 | 243,362 | 365,042 | 486,723 | 1,338,489 | | Mark D. Griffin | 191,417 | 191,417 | 287,126 | 382,834 | 1,052,794 | | Hutch Robbins | 136,230 | 136,230 | 204,345 | 272,460 | 749,265 | | Malcolm Cooke | 9,475 | 9,475 | 14,213 | 18,950 | 52,113 |
Compensation Discussion and Analysis
| • | Time-Based Long-Term Incentive Grants (“LTI RSU Grant”) |
Compensation Discussion and Analysis
| LTI RSU GRANT | | | | | Executive | RSUs Vesting May 2025 | RSUs Vesting May 2026 | Total Grant | | Mark Bendza | 217,335 | 217,335 | 434,670 | | Mark D. Griffin | 170,946 | 170,946 | 341,892 | | Hutch Robbins | 121,660 | 121,661 | 243,321 | | Malcolm Cooke | 8,462 | 8,462 | 16,924 |
Compensation Discussion and Analysis
The Compensation Committee’s goal for long-term incentive executive compensation for 2024 was to drive superior Company performance over a three-year period – 2024 through 2026 – by incentivizing the three major strategic goals described above. The Committee allocated certain maximum dollar values for each set of the three sets of long-term incentive grants, based on the importance of the strategic goal and the perceived difficulty in meeting the performance levels within that goal (with greater importance and difficulty warranting larger grant amounts). Therefore, the value of the grants tied to PreCheck enrollment sites was less than half the value of the grants tied to 2025 free cash flow, and those two grants together were a little less than half of the value of the grants tied to increases in the stock price.(4) The Committee selected a base performance “target” level for each set of grants that constituted performance sufficiently acceptable to merit partial vesting of the grants, and below which no stock would vest. These minimum targets were:
Compensation Discussion and Analysis
| LTI DOLALR VALUES AT TARGET PERFORMANCE LEVEL(1) | | | | | | | Executive | LTI PSU Grant #1 (250 Sites) | LTI PSU Grant #2 (Positive ‘25 FCF) | LTI PSU Grant #3 ($6 Price ≥ 50 Days) | LTI RSU Grant | Total | | John B. Wood | $411,013 | $1,090,581 | $2,980,772 | $0 | $4,482,366 | | Mark Bendza | 205,245 | 544,605 | 1,097,563 | 1,556,119 | 3,403,532 | | Mark D. Griffin | 161,437 | 428,360 | 863,291 | 1,223,973 | 2,677,061 | | Hutch Robbins | 114,893 | 304,858 | 614,397 | 871,089 | 1,905,237 | | Malcolm Cooke | 7,991 | 21,206 | 42,732 | 60,588 | 132,517 |
Compensation Discussion and Analysis
| 4 | The share amounts of the LTI grants were determined in a manner similar to the amounts for 2024 AIP. The Compensation Committee determined three total maximum dollar value “pools,” one for each set of grants. With the exception of the pool for LTI PSU Grant #3 (predicated on stock price), each of the pools contemplated LTI grants to both NEOs and eligible members of senior management in a total combined maximum amount no greater than the pool. LTI PSU Grant #3 was made to executives, only. As with AIP, the amount of any individual NEO’s LTI grants was determined using that individual’s proportion of total LTI based on total direct compensation amounts approved by the Committee. The Committee set the amount of the grants in dollars, and the number of shares for each grant was determined by dividing the dollar value of the grant by a three-day average of the Telos stock price for the three days prior to and including the grant date. |
Compensation Discussion and Analysis
| FREE CASH FLOW GROWTH AT LTI PSU GRANT #2 PERFORMANCE LEVELS | | | | 2024 Free Cash Flow | Performance Level | Year-Over-Year FCF Growth | | ($39,700,000) | >$0 | +$39,700,000 | | ($39,700,000) | ≥$2,000,000 | +$41,700,000 | | ($39,700,000) | ≥$6,000,000 | +$45,700,000 | | ($39,700,000) | ≥$12,000,000 | +$51,700,000 |
Compensation Discussion and Analysis
Acknowledging the significance to stockholders of a sustained increase in the price of Telos Common Stock, the Compensation Committee placed the highest emphasis on incentivizing that outcome. To ensure that any stock price increase would be sustained over time, and to ensure rigor in the performance levels before vesting could occur, the Committee required that the stock price at each performance level be maintained for no less than fifty (50) consecutive calendar days before performance would be considered achieved and the PSUs associated therewith would vest. Considering the historical volatility in Telos’ stock price, the 50 consecutive day requirement meant, as a practical matter, that Telos’ stock would have to be consistently trading at a significantly higher value than the performance level for those 50 days in order to remain at or above the required price. The values of the grants tied to stock price increases were admittedly significant – at maximum potential value they were much larger than any grants the Company has made historically, and well above any traditional “target” compensation for executives, for two primary reasons. First, the Committee considered the goals to be highly significant to the Company’s long-term success and worthy of incentivizing to the fullest extent; yet, considering the Company’s recent performance and stock price ranges, the Committee considered achievement of the goals by 2027 to be a significant, and worthy, challenge. Second, in setting the values of the grants, the Committee considered the increase in Company market capitalization represented by achieving the performance levels:
Compensation Discussion and Analysis
| IMPLIED GROWTH IN MARKET CAPITALIZATION AT LTI PSU GRANT #3 PERFORMANCE LEVELS | | | | | | | Stock Price(1) | Outstanding Shares(2) | Market Capitalization | Performance Level (Share Price for > 50 Days) | Capitalization at Performance Level | Capitalization Growth | | $4.51 | 71,850,000 | $324,043,500 | $6 | $431,108,000 | +$107,056,500 | | $4.51 | 71,850,000 | $324,043,500 | $8 | $574,800,000 | +$250,756,500 | | $4.51 | 71,850,000 | $324,043,500 | $10 | $718,500,000 | +$394,456,500 | | $4.51 | 71,850,000 | $324,043,500 | $12 | $862,200,000 | +$538,156,500 |
Compensation Discussion and Analysis
The total maximum amount of the LTI PSU Grant #3 grants to the CEO and other NEOs (calculated as the maximum number of shares granted times the reported price per TLS share on the grant date) is $30,793,152, which represents approximately 5.7% of the growth in market capitalization that would be realized if the maximum performance levels were achieved (using the share price and outstanding share amounts in the table above). Perquisites We provide certain perquisites to our executive officers in order to allow the executives to work more efficiently and to help us remain competitive by retaining talented and dedicated executives. These perquisites are limited to reimbursement for golf club membership, and, in certain circumstances, commuting costs. The Compensation Committee believes that the perquisites are consistent with our overall compensation program. No changes to our perquisites are currently contemplated by the Compensation Committee or the senior executive team. See “All Other Compensation” of the Summary Compensation Table below for the amounts of the perquisites provided to the named executive officers. Executive Officer Employment Agreements We are party to employment agreements with each of the named executive officers. All of the agreements provide for payment of a base salary, bonus, eligibility for stock option and restricted share grants under our stock option and restricted share plans, and vacation days. Each of the agreements also provides for eligibility to participate in all plans that we maintain for our salaried senior executives, including, without limitation, pension, profit-sharing or other retirement plans, life, accident, disability, medical, hospital or similar group insurance programs and any other benefit plan, subject to the normal terms and conditions of such plans. According to the employment agreements, in the case of termination of the employment agreement for cause, or if the executive terminates the agreement for any reason (after providing 30 days prior written notice to us of such termination), such executive would only be entitled to receive the following:
Compensation Discussion and Analysis
| • | any bonus which has been earned by the respective executive, but which remains unpaid as of the date of the executive’s termination of employment, at such time and in such manner as if the executive had continued to be employed by us, and |
Compensation Discussion and Analysis
| • | immediate vesting of the unvested portion of any outstanding stock options and any outstanding shares of restricted stock, |
Compensation Discussion and Analysis
| • | the cash equivalent of premium payments for continued coverage under the medical, dental, short and long-term disability, and life insurance and other similar plans equal to 24 months in the case of Mr. Wood, 18 months for Mr. Griffin, and 12 months for Messrs. Bendza, Robbins and Cooke, |
Compensation Discussion and Analysis
Under the agreements, termination by the Company “without cause” means involuntary termination at our discretion which is not based on cause, death, or disability. “Cause” is defined as gross negligence or willful and continued failure by the executive to substantially perform his duties as an employee of ours (other than any such failure resulting from incapacity due to physical or mental illness) or the executive’s dishonesty, fraudulent misrepresentation, willful misconduct, malfeasance, violation of fiduciary duty relating to our business, or conviction of a felony. The executive is deemed “disabled” if he is eligible for disability benefits under our long-term disability plan, or has a physical or mental disability which renders the executive incapable, after reasonable accommodation, of performing substantially all of executive’s duties under the agreement for a period of 180 consecutive or non-consecutive days in any 12-month period. Upon termination of employment due to a “change in control” (as defined in the employment agreements and summarized below) of the Company, for Messrs. Wood and Griffin, or termination without cause within 12 months of a change in control for Messrs. Bendza, Robbins and Cooke, each of the executives would be entitled to a lump-sum payment in the following amounts in addition to the amounts payable to the executive if the Company terminates the agreement for cause or the executive terminates the agreement for any reason:
Compensation Discussion and Analysis
For purposes of calculating the amounts payable to Messrs. Wood, Bendza, Robbins and Cooke, the bonus amount for the current year is equal to the amount earned or scheduled to be earned as if the bonus targets set in the bonus plan have been met. In addition to this payment, immediate vesting of the unvested portion of any outstanding stock options and any outstanding shares of restricted stock held by executives would occur, and the executives would also be entitled to a lump sum payment equal to (1) the cash equivalent of 24 months, in the case of Mr. Wood, or 18 months for Mr. Griffin and 12 months for Messrs. Bendza, Robbins and Cooke, of continued coverage under the medical, dental, short and long-term disability, and life insurance and other similar plans, (2) the cash equivalent of the employer matching contribution as if the executive was still a plan participant under the Company’s 401(k) plan that would otherwise have been contributed on the executive’s behalf, based on certain assumptions, for a period of 24 months, in the case of Mr. Wood, or 18 months for Mr. Griffin and 12 months for Messrs. Bendza, Robbins and Cooke, and (3) payment of premiums to continue the Executive Life Policy, in which the executive is the holder of the policy, for 24 months from the date of termination for Mr. Wood. For purposes of the employment agreements, a “change in control” means an occasion upon which (1) any one person, or more than one person acting as a group (other than a member of the Board of Directors or fiduciary holding securities under an employee benefit plan of the Company or a corporation controlled by the Company) directly or indirectly acquires securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities during the 12-month period ending on the date of the most recent acquisition of the Company’s securities by such person or persons, or (2) during any period of twelve consecutive months, a majority of the members of the Board of Directors is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of the appointment or election, or (3) any one person or more than one person acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) all, or substantially all, of the Company’s assets. The foregoing lump-sum payments will be made (a) contemporaneously with the consummation of the transaction or the election of directors that constitutes the change in control with respect to Messrs. Wood and Griffin, and (b) as of the “date of termination” (as defined in the employment agreements) with respect to Messrs. Bendza, Robbins and Cooke. Non-Competition, Confidentiality, and Non-Solicitation Provisions Pursuant to their respective employment agreements, Messrs. Bendza, Robbins, Cooke and Griffin are subject to non-competition, confidentiality, and non-solicitation provisions which are applicable to each executive during their respective employment terms and for a period of 18 months subsequent to the date of any termination for Mr. Griffin, and 12 months for Messrs. Bendza, Robbins and Cooke. Similarly, Mr. Wood is subject to non-competition, confidentiality, and non-solicitation provisions during his employment term and for a period of 24 months subsequent to the date of any termination. Clawback Policy On November 7, 2022, the Board of Directors adopted a clawback policy that provides that any incentive compensation (including both cash and equity compensation) paid to any current or former executive officer is subject to recoupment if (i) the incentive compensation was calculated based on financial statements that were required to be restated due to material noncompliance with financial reporting requirements, without regard to any fault or misconduct; and (ii) that noncompliance resulted in overpayment of the incentive compensation within the three fiscal years preceding the date the restatement was required. The Clawback Policy is available on our website at https://investors.telos.com/ and was filed as an exhibit to our 2023 Annual Report on Form 10-K. No disclosures under the Clawback Policy were necessary or made in 2024. Hedging Prohibitions Our Insider Trading Policy prohibits designated “Insiders,” which includes our Directors and NEOs, among others, from entering into hedging, monetization transactions, or similar arrangements with respect to Company securities. Other Employment Benefits We maintain employee benefit and perquisite programs for executive and senior officers and other employees. We have no current plans to provide any other additional benefits for our executive officers, other than as described above. We believe that the benefits provided are competitive and consistent with industry practice. Welfare Benefits. We have broad-based health, dental, vision, life and disability benefit programs that are available to all employees on an equal basis. 401(k) Savings Plan (“Telos Shared Savings Plan”). We sponsor a defined contribution employee savings plan which enables employees to contribute a certain percentage of their base salary to their savings plan accounts on a pre-tax basis, subject to federal tax limitations under the Internal Revenue Code. Starting in March 2022, we matched 50% of the first 8% of employee contributions to the Telos Shared Savings Plan per pay period, an increase from 4% in prior years. Participant contributions vested immediately, and Company contributions vested at the rate of 20% for each year, with full vesting occurring after completion of five years of service. Starting in September 2023, we changed the vesting schedule for the Company contribution. For employees with less than one year of service, only 20% vested upon the completion of their first year. However, upon completion of the second year, 100% of the Company contribution vests. We had discretion to fund the match in cash or a combination of both cash and Company stock. For 2024, we funded the employer match contribution in Company stock in the first quarter of 2025. Even though it was funded at the beginning of the following year, employees who terminate prior to the funding date will still receive accrued and vested matching funds that occurred prior to the date of the termination of their employment. Stockholder Engagement We value the opinions of our stockholders. Stockholder feedback, including through direct discussion and prior stockholder votes, is reported to our Board and the Compensation Committee, as it relates to executive compensation, when received and as warranted. Our goal is to be responsive to our stockholders when making compensation decisions for our executive officers, including our NEOs, and to ensure we understand and address their concerns and observations.
Summary Compensation Table
Summary Compensation Table The following table summarizes the compensation for the years ended December 31, 2024, 2023 and 2022 by the chief executive officer, chief financial officer, and the three other most highly-compensated executive officers.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Non-Equity Incentive Plan Compensation(1) | Stock Award(2) | All Other Compensation(5) | Total | | John B. Wood Chairman, President and CEO | 2024 | $600,000 | | $197,118 | $17,239,419 | $45,808 | $18,082,345 | | | 2023 | 600,000 | — | 600,000 | — | 49,826 | 1,249,826 | | | 2022 | 600,000 | $10,000(4) | — | 10,078,653 | 38,691 | 10,727,344 | | Mark Bendza Executive V.P., CFO | 2024 | 410,000 | | 101,023 | 8,718,627 | 10,497 | 9,240,147 | | | 2023 | 410,000 | — | 615,000 | — | 9,480 | 1,034,480 | | | 2022 | 410,000 | — | — | 4,258,185 | 9,327 | 4,677,512 | | Mark G. Griffin Executive V.P., Security Solutions | 2024 | 395,010 | 20,000(4) | 97,327 | 6,857,678 | 14,172 | 7,384,187 | | | 2023 | 395,010 | — | 592,500 | — | 13,680 | 1,001,190 | | | 2022 | 395,010 | — | — | 4,303,691 | 12,660 | 4,711,361 | | Hutch Robbins Executive V.P., General Counsel | 2024 | 385,000 | | 94,863 | 4,880,551 | 49,212 | 5,409,626 | | | 2023 | 385,000 | — | 577,500 | — | 31,680 | 994,180 | | | 2022 | 336,875 | — | — | 4,232,414 | 28,370 | 4,597,659 | | Malcolm G. Cooke(3) Vice President, Chief Information Technology Officer | 2024 | 262,380 | 200 | 29,568 | 416,390 | 11,738 | 720,276 |
Summary Compensation Table
| (1) The amounts in this column reflect the Annual Incentive Plan awards earned by our NEOs. |
Summary Compensation Table
| (2) Represents the grant date fair value of the RSUs and PSUs issued under our 2016 LTIP. See assumptions made in the valuation of these awards for financial statement reporting purposes in Note 2 - Summary of Significant Accounting Policies to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |
Summary Compensation Table
| (3) Mr. Cooke was a Named Executive Officer for the first time in 2024. |
Summary Compensation Table
| (4) Amount represents an anniversary bonus. |
Summary Compensation Table
| (5) Amounts presented consist of the following in 2024: |
Summary Compensation Table
| Name | Life Insurance and Long-Term Disability Premiums | 401(k) Company Match | Perquisites(1) | Total All Other Compensation | | John B. Wood | $21,191 | $11,500 | $13,117 | $45,808 | | Mark Bendza | 372 | 10,125 | — | 10,497 | | Mark D. Griffin | 372 | 13,800 | — | 14,172 | | Hutch Robbins | 372 | 13,800 | 35,040 | 49,212 | | Malcolm G. Cooke | 372 | 11,366 | — | 11,738 |
Summary Compensation Table
| (1) Includes reimbursement for golf club membership and commuting costs. |
Grants Of Plan-Based Awards
Grants Of Plan-Based Awards The following table provides information about the AIP awards granted to our named executive officers during fiscal year 2024.
Grants Of Plan-Based Awards
| | Grant Date | Estimated Possible Payouts under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards | | Stock Award (units)(2) | Grant Date Fair Market Value | | | | Target | Maximum | Target | Maximum | | | | John Wood | | $394,000 | $526,000 | | | — | | | | 5/16/2024 | | | 114,808 | 516,636 | | $1,849,557 | | | 5/28/2024 | | | 902,739 | 4,605,345 | | 15,389,892 | | Mark Bendza | | 202,000 | 263,000 | | | | | | | 5/16/2024 | | | | | 434,670 | 1,556,119 | | | 5/16/2024 | | | 57,332 | 257,992 | | 923,608 | | | 5/28/2024 | | | 364,117 | 1,821,507 | | 6,238,901 | | Mark Griffin | | 194,000 | 259,000 | | | | | | | 5/16/2024 | | | | | 341,892 | 1,223,973 | | | 5/16/2024 | | | 45,094 | 202,925 | | 726,472 | | | 5/28/2024 | | | 286,397 | 1,432,714 | | 4,907,233 | | Hutch Robbins | | 190,000 | 253,000 | | | | | | | 5/16/2024 | | | | | 243,321 | 871,089 | | | 5/16/2024 | | | 32,093 | 144,420 | | 517,024 | | | 5/28/2024 | | | 203,826 | 1,019,651 | | 3,492,438 | | Malcolm Cooke | | 60,000 | 79,000 | | | | | | | 5/16/2024 | | | | | 16,924 | 60,588 | | | 5/16/2024 | | | 2,232 | 10,044 | | 35,958 | | | 5/28/2024 | | | 14,177 | 70,919 | | 319,845 |
Grants Of Plan-Based Awards
| (1) Actual amount paid for fiscal year 2024 performance are set forth in the Summary Compensation Table. Dollar values rounded to the nearest thousand. |
Grants Of Plan-Based Awards
| (2) Represents time-based restricted share units granted in fiscal year 2024 only. |
Grants Of Plan-Based Awards
As described in the Compensation Discussion and Analysis (“CD&A”), starting on page 21, the Compensation Committee approved AIP awards for the 2024 performance period that are described in the above table as Non-Equity Incentive Plan Awards. The actual amounts paid for fiscal year 2024 performance are set forth in the Summary Compensation Table, and the CD&A. The CD&A contains a detailed description of the 2024 AIP program structure and payments, and the 2024 equity incentive plan (2016 LTIP) grants structure, metrics, performance levels, and potential payout amounts. As described in the CD&A, these non-equity and equity awards were structured using established payouts or numbers of shares to vest at achievement of pre-established performance levels. In the foregoing table, “target” represents the units or dollars payable upon achievement of the initial performance levels for these awards, and “maximum” reflects the units or dollars payable upon achievement of the maximum performance levels.
Outstanding Equity Awards At Fiscal Year-End
Outstanding Equity Awards At Fiscal Year-End The following table sets forth certain information regarding outstanding equity awards as of December 31, 2024 for the Company’s named executive officers:
Outstanding Equity Awards At Fiscal Year-End
| | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights That Have Not Vested ($) | | John Wood | — | $— | 1,017,547(3) | $3,480,011 | | Mark Bendza | 434,670(1) | 1,486,571 | 421,449(3) | 1,441,356 | | Mark Griffin | 341,892(1) | 1,169,271 | 331,491(3) | 1,133,699 | | Hutch Robbins | 286,094(2) | 978,441 | 235,919(3) | 806,843 | | Malcolm Cooke | 16,924(1) | 57,880 | 16,409(3) | 56,119 |
Outstanding Equity Awards At Fiscal Year-End
| (1) 50% RSUs scheduled to vest on 5/16/2025; remaining shares scheduled to vest on 5/16/2026. |
Outstanding Equity Awards At Fiscal Year-End
| (2) 42,773 RSUs vested on 2/1/2025; 121,660 scheduled to vest on 5/16/2025; remaining shares scheduled to vest on 5/16/2026. |
Outstanding Equity Awards At Fiscal Year-End
| (3) Actual vesting date is contingent on achievement of performance criteria which are not determinable as of year-end. |
Stock Vested
Stock Vested The following table sets forth certain information regarding the vesting of shares of restricted stock held by named executive officers during fiscal year 2024:
Stock Vested
| Name | Number of shares acquired on vesting | Value Realized on vesting(1) | | John B. Wood | 57,648 | $228,863 | | Mark Bendza | 15,360 | 61,829 | | Mark D. Griffin | 12,354 | 48,798 | | Hutch Robbins | 42,771 | 168,518 | | Malcolm G. Cooke | 49,342 | 181,085 |
Stock Vested
| (1) Based on the closing market price on vesting date. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control As disclosed above, the Company has entered into employment agreements with certain executive officers which provide for potential payments upon termination or change in control. The table below summarizes the potential payouts to Messrs. Wood, Bendza, Robbins and Griffin for the termination events described above assuming such termination occurred on December 31, 2024, the last business day of the Company’s last completed fiscal year.
Potential Payments Upon Termination or Change in Control
| | Salary Continuation for 24, 18 or 12 Months | Bonuses to be Earned | Accrued and Unused Vacation 12/31/24 | Continuation of Medical / Welfare Benefits for 24, 18 or 12 Months(1) | 401(k) Company Match for 24, 18 or 12 Months | Total | Number of Restricted Shares that Would Vest | | John B. Wood | | | | | | | | | Termination without cause | $1,200,000 | $— | $89,204 | $113,878 | $27,600 | $1,430,681 | 5,118,981 | | Termination upon death/disability | 1,200,000 | — | 89,204 | 113,878 | 27,600 | 1,430,681 | 5,118,981 | | Termination upon change in control | 1,200,000 | 531,412 | 89,204 | 113,878 | 27,600 | 1,962,093 | 5,118,981 | | Termination for cause | — | — | 89,204 | — | — | 89,204 | — | | Voluntary termination | — | — | 89,204 | — | — | 89,204 | — |
Potential Payments Upon Termination or Change in Control
| | Salary Continuation for 24, 18 or 12 Months | Bonuses to be Earned | Accrued and Unused Vacation 12/31/24 | Continuation of Medical / Welfare Benefits for 24, 18 or 12 Months(1) | 401(k) Company Match for 24, 18 or 12 Months | Total | Number of Restricted Shares that Would Vest | | Mark Bendza | | | | | | | | | Termination without cause | 410,000 | — | 37,846 | 20,670 | 13,800 | 482,316 | 2,514,168 | | Termination upon death/disability | 410,000 | 37,846 | 20,670 | 13,800 | 482,316 | 2,514,168 | | | Termination upon change in control | 410,000 | 238,674 | 37,846 | 20,670 | 13,800 | 720,990 | 2,514,168 | | Termination for cause | — | — | 37,846 | — | — | 37,846 | — | | Voluntary termination | — | — | 37,846 | — | — | 37,846 | — | | Mark D. Griffin | | | | | | | | | Termination without cause | 592,515 | — | 64,474 | 31,005 | 20,700 | 708,694 | 1,977,531 | | Termination upon death/disability | 592,515 | — | 64,474 | 31,005 | 20,700 | 708,694 | 1,977,531 | | Termination upon change in control | 592,515 | — | 64,474 | 31,005 | 20,700 | 708,694 | 1,977,531 | | Termination for cause | — | — | 64,474 | — | — | 64,47 | — | | Voluntary termination | — | — | 64,474 | — | — | 64,47 | — | | Hutch Robbins | | | | | | | | | Termination without cause | 385,000 | — | 41,832 | 20,645 | 13,800 | 461,276 | 1,450,165 | | Termination upon death/disability | 385,000 | — | 41,832 | 20,645 | 13,800 | 461,276 | 1,450,165 | | Termination after change in control | 385,000 | 224,121 | 41,832 | 20,645 | 13,800 | 685,397 | 1,450,165 | | Termination for cause | — | — | 41,832 | — | — | 41,832 | — | | Voluntary termination | — | — | 41,832 | — | — | 41,832 | — | | Malcolm G. Cooke(2) | | | | | | | | | Termination without cause | — | — | 28,050 | — | — | 28,050 | — | | Termination upon death/disability | — | — | 28,050 | — | — | 28,050 | — | | Termination after change in control | — | — | 28,050 | — | — | 28,050 | — | | Termination for cause | — | — | 28,050 | — | — | 28,050 | — | | Voluntary termination | — | — | 28,050 | — | — | 28,050 | — |
Potential Payments Upon Termination or Change in Control
| (1) For Mr. Wood, this includes the cash equivalent of premium payments for continued coverage under the medical, dental, short and long-term disability, and life insurance and other similar plans, and payment of premiums for continuation of an Executive Life Policy, in which the executive is the holder of the policy. For the other executives, this includes the cash equivalent of premium payments for continued coverage under the medical, dental, short and long-term disability, and life insurance and other similar plans. |
Potential Payments Upon Termination or Change in Control
| (2) Mr. Cooke did not enter into an employment agreement with the Company until February 20, 2025. |
2024 CEO Pay Ratio
2024 CEO Pay Ratio As of December 31, 2024, Telos and its consolidated subsidiaries together had 519 employees, with 89% in the United States and 11% in the Philippines. The Company has elected to identify the median employee using our employee population as of December 31, 2024. To identify the employee with compensation at the median of all employees for our 2024 fiscal year, the Company used the “annual rate” as reflected in our accounting systems as of December 31, 2024, for all of its employees, including part-time, and temporary employees. The annual rate for salaried employees reflects base salary paid on an annual basis, excluding the CEO. For hourly employees, the annual rate is arrived using the hourly rate and total paid hours. The Company did not make any cost-of-living adjustments despite the variety of labor markets in which our employees work, nor did it make adjustments to account for the variety of compensation arrangements used to pay employees in varying roles (e.g., the Company did not include overtime, commissions, bonuses or other types of non-fixed compensation). Using this methodology, the Company identified the median employee as a full-time salaried employee located in the United States. Once our median employee was identified, the Company calculated the median employee’s total compensation in accordance with the requirements of the Summary Compensation Table. The median employee’s annual total compensation for the 2024 fiscal year was $114,767. Annual total compensation includes base salary, leave cash-out, any applicable bonus payment, and Company contributions to the Company’s 401(k) plan on behalf of the employee. As calculated using the methodology required for the Summary Compensation Table, the total annualized compensation of Mr. Wood was $18,082,345 and the total annual compensation of the median employee was $114,767, which yields a ratio of 158 to 1.
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) | Value of Initial Fixed $100 Investment Based on: | | Net Income | Total Revenue | | Year | | | | | Total Shareholder Return | Peer Group(5) Total Shareholder Return | | | | 2024 | $18,082,345 | $7,805,464 | $5,688,559 | $3,023,164 | $20.12 | $101.94 | $(52,520,000) | $108,272,000 | | 2023 | 1,249,826 | (12,929) | 1,009,950 | 622,506 | 21.47 | 116.26 | (34,473,000) | 145,378,000 | | 2022 | 10,727,344 | 2,383,319 | 4,645,884 | 605,348 | 29.94 | 82.91 | (53,428,000) | 216,887,000 | | 2021 | 12,197,174 | 5,857,632 | 8,744,031 | 4,489,920 | 90.71 | 131.24 | (43,134,000) | 242,433,000 | | 2020 | 3,242,786 | 3,242,786 | 1,398,079 | 1,398,079 | 194.00(6) | 134.46(6) | 6,841,000 | 179,917,000 |
Pay Versus Performance
| (1) The Principal Executive Officer (PEO) for the reporting periods is Mr. John B. Wood, Chairman and Chief Executive Officer. |
Pay Versus Performance
| (2) The calculations for compensation actually paid (for both PEO and NEOs) are set forth below the footnotes to this table. The year-end fair value of certain equity awards subject to performance conditions granted in the year and outstanding and unvested at the end of the year contained a materially different assumption regarding the probability (as of year-end) of meeting the performance conditions. At grant date, the Company assumed it was probable that the conditions would be met, and at year end the assumption had changed to not probable. |
Pay Versus Performance
| (3) The Named Executive Officers (NEOs), other than the PEO, for 2024 were Messrs. Bendza, Griffin, Robbins, and Cooke. For 2023, the NEOs were Messrs. Bendza, Griffin, and Robbins. For 2022, the NEOs were: Messrs. Bendza, Robbins, Griffin and Brendan Malloy. For 2021, the NEOs were: Messrs. Bendza, Malloy, Griffin, Edward Williams, Jefferson Wright, and Ms. Michele Nakazawa. For 2020, the NEOs were Messrs. Williams, Wright, Malloy, and Ms. Nakazawa. |
Pay Versus Performance
| (4) Average compensation actually paid to non-PEO NEOs in 2021 and 2022 is significantly impacted by a one-time equity award to Mark Griffin in 2021, valued at $29 million at the time of grant. Mr. Griffin’s award was granted to reflect his role in the creation of value in Telos ID as reflected in its purchase price in connection with our IPO, and to align his compensation with similarly-situated Company executives. |
Pay Versus Performance
| (5) The Peer Group consists of Agilysys, Inc., A10 Networks, Inc., Qualys, Inc., Tenable Holdings, Inc., Varonis Systems, Inc., OneSpan, Inc., Mitek Systems, Inc., PagerDuty, Inc., Rapid7, Inc., LiveRamp Holdings, Inc., PROS Holdings, Inc., and Veritone, Inc. The Peer Group used to calculate Peer Group Total Shareholder Return in the prior fiscal year (“2023 Proxy Peers”) consisted of: CrowdStrike Holdings, Inc., LiveRamp Holdings, Inc., Okta, Inc., OneSpan, Inc., Qualys, Inc., Rapid7, Inc., Tenable Holdings, Inc., Varonis Systems, Inc., and ZScaler, Inc. The Total Shareholder Return, by year, for the 2023 Proxy Peers was: 2020 - $136.67; 2021 - $148.71; 2022 - $60.44; 2023 - $114.32; 2024 - $112.18. At page 26 of this Proxy Statement, we discuss the changes made to our compensation peer group and the rationale therefore, and incorporate that discussion herein. In addition, two companies that were included in the peer group for TSR calculation in the prior fiscal year (Perficient, Inc. and SecureWorks, Inc.) were not included in the 2023 Proxy Peers because they are no longer public companies and therefore were not included as a result of the application of pre-established objective criteria (the requirement to be a publicly-traded company). Three companies that were compensation peers in 2024 (Brightcove, Inc., Model N, Inc. and SecureWorks, Inc.) were not used to calculated TSR for the same reason. |
Pay Versus Performance
| (6) From registration date, Nov 18, 2020, until year end. |
Pay Versus Performance
Compensation actually paid or “CAP” are amounts calculated in accordance with applicable SEC rules and do not, necessarily, correlate to the total amount of cash or equity compensation that the executive actually realized or was paid during any fiscal year. The CAP is a calculation that includes, for example, the increase (or decrease) in value of certain elements of compensation (i.e., equity compensation) over the fiscal year, even if granted in a prior year. The amounts that the executive will ultimately receive with respect to these types of compensation (i.e., when and if the equity awards vest) are likely to be different from the amounts disclosed in this Pay versus Performance disclosure.
Pay Versus Performance
| | PEO | Non-PEO NEO | | | 2024 | 2024 | | Summary Compensation Table Total | $18,082,345 | $5,688,559 | | Reported Value of Equity Awards | (17,239,419) | (5,218,312) | | Year End Fair Value of Equity Awards Granted during the Year that are Outstanding and Unvested at End of Year | 6,945,244 | 2,549,643 | | Change in Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested at End of Year | — | (2,459) | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | — | — | | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | 17,294 | 5,733 | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Fiscal Year | — | — | | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation | — | — | | Total Equity Award Adjustments | $(10,276,881) | $(2,665,395) | | Reported Change in the Actuarial Present Value of Pension Benefits | — | — | | Pension Benefit Adjustments | — | — | | Compensation Actually Paid | $7,805,464 | $3,023,164 |