UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.    )

Filed by the Registrant  ☒
Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to §240.14a-12

TELOS CORPORATION
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.



TELOS CORPORATION
19886 Ashburn Road,
Ashburn, Virginia 20147-2358

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 13, 2016

17, 2022
 
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) of Telos Corporation, a Maryland corporation (the "Company"“Company”), will be held in the Meeting Room at the Company'sCompany’s headquarters located at 19886 Ashburn Road, Ashburn, Virginia, 20147-2358, on Friday,Tuesday, May 13, 201617, 2022 at 10:00 a.m. Eastern Daylight Savings Time,EDT.

If stockholder attendance is not permitted by local, state or federal officials or the Company determines that it otherwise is not in the best interest of its employees, stockholders and community to permit in-person attendance at the Annual Meeting, the Company may have to reconsider the date, time, location and/or means of convening the Annual Meeting.  If the Company takes these steps, it will announce the changes in advance and updated information will be provided on the Company’s website and via filing materials with the U.S. Securities and Exchange Commission (“SEC”) no later than May 10, 2022.

The Annual Meeting is being held for the following purposes:


1.ELECTION OF DIRECTORS: To elect seven Class A/B Directors to the Board of Directors to serve until the 20172023 Annual Meeting of Stockholders or until their successors are elected and qualified;


2.INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM: To ratify the selection of BDO USA, LLP to serve as the Company'sCompany’s independent registered public accounting firm; and


3.OTHER BUSINESS: To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

The Board of Directors has fixed the close of business on April 7, 2016March 21, 2022 as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

We will be using the SEC’s Notice and Access model, which allows us to make the proxy materials available on the Internet as the primary means of furnishing proxy materials to stockholders.  On or about April 7, 2022, we will mail to all stockholders a Notice of Internet Availability of Proxy Materials, which contains instructions for accessing our proxy materials on the Internet and voting by telephone or on the Internet.  The Notice of Internet Availability of Proxy Materials also contains instructions for requesting a printed set of proxy materials.  The Notice of Annual Meeting and Proxy Statement, and the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, are also available at: https://investors.telos.com/.
 
Holders of record of the Company's Class A and Class B Common Stock whoYour vote is important to us.  Whether you plan to attend the meetingparticipate in person should mark the attendance box on their proxy card and bring the proxy card with them to the meeting. Beneficial owners of the Company's Class A and Class B Common Stock and 12% Cumulative Exchangeable Redeemable Preferred Stock that is held by a bank, broker or other nominee will be required to provide adequate proof of ownership. In addition, due to the security requirements of the Company's headquarters, all stockholders will be required to provide personal identification for admission to the Annual Meeting.Meeting or not, please be sure to vote.  Please vote promptly by telephone or on the Internet by following the instructions on your Notice of Internet Availability of Proxy Materials.

By order of the Board of DirectorsDirectors.

Helen M. Oh,
Secretary

Ashburn, Virginia
April 22, 2016


April 7, 2022


TELOS CORPORATION
19886 Ashburn Road,
Ashburn, Virginia 20147-2358


PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 13, 201617, 2022

This Proxy Statement is furnished by Telos Corporation, a Maryland corporation ("Telos"(“Telos”, the “Company”, “we”, “us” or the "Company"“our”), to the holders of the Company's Class A and Class BCompany’s Common Stock (collectively, the "Common Stock") and 12% Cumulative Exchangeable Redeemable Preferred Stock ("Public Preferred Stock") in connection with the Annual Meeting of Stockholders ("(“2022 Annual Meeting"Meeting”) of the Company to be held in the Meeting Room at the Company's headquarters located at 19886 Ashburn Road, Ashburn, Virginia 20147-2358 on May 13, 2016,17, 2022, 10:00 a.m. Eastern Daylight Savings Time,EDT, or any adjournment or postponement of it, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders ("(“Annual Meeting Notice"Notice”).  The

If stockholder attendance is not permitted by local, state or federal authorities or the Company expectsdetermines that it otherwise is not in the best interest of its employees, stockholders and community to begin mailingpermit in-person attendance at the Annual Meeting, Notice, this Proxy Statement,the Company may have to reconsider the date, time, location and/or means of convening the Annual Meeting.  If the Company takes these steps, it will announce the changes in advance and the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the "2015 Form 10-K") to all stockholders of record on or about April 22, 2016.  On the same date, the proxy cardupdated information will be mailed to all holders of record ofprovided on the Company's Common Stock. Company’s website and via filing materials with the U.S. Securities and Exchange Commission (“SEC”) no later than May 10, 2022.

The Company'sCompany’s Board of Directors is soliciting proxies solelyfrom holders of Common Stock for the election of the Class A/B Directors and the ratification of the Company'sCompany’s independent registered public accounting firm.

The entire cost of soliciting these proxies will be borne by the Company.  As needed, the Company will request brokers and others to send proxy forms and other proxy material to the beneficial owners of the Common Stock and reimbursement will be provided for any reasonable expenses incurred in so doing.  If we deem necessary, the Company may also request its employees to solicit proxies from the stockholders personally or by telephone.  The Company may retain a proxy solicitor to assist in the solicitation of proxies, for which the Company would pay usual and customary fees.

This Proxy Statement, the Annual Meeting Notice and the 2015 Form 10-K is being mailed to holders of the Common Stock and the Public Preferred Stock on or about April 22, 2016, together with a proxy card (the latter of which is being mailed to holders of Common Stock only).

Important notice regarding the availability of proxy materials for the Telos Corporation Annual Meeting of Stockholders to be held on May 13, 2016: The Annual Meeting Notice, this Proxy Statement and the 2015Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are available at https://materials.proxyvote.com/87969B.87969B and on the Company website at http://investors.telos.com.

We are making the proxy materials available to stockholders on the Internet under the SEC’s Notice and Access model. We believe the electronic method of delivery under the Notice of Internet Availability model will decrease postage and printing expenses, expedite delivery of proxy materials to you and reduce our environmental impact, and we encourage you to take advantage of the availability of the proxy materials on the Internet.  The Notice of Internet Availability of Proxy materials includes instructions for accessing the proxy materials and voting by telephone or on the Internet. Stockholders will need their unique control number which appears on their Notice of Internet Availability of Proxy Materials (printed in the box and marked by the arrow), the proxy card and the instructions that accompany the proxy materials in order to access the voting site. Beneficial stockholders who do not have a control number may gain access by logging into their broker, brokerage firm, bank, or other nominee’s (collectively referred to as “Nominee”) website and selecting the shareholder communications mailbox to link through to the 2022 Annual Meeting material. Instructions should also be provided on the voting instruction card provided by your Nominee.

If you received the Notice of Internet Availability of Proxy Materials but instead would like to receive a full printed set of the proxy materials in the mail, you may follow the instructions in the Notice of Internet Availability of Proxy materials for requesting such materials.

Voting Procedures

Record Date.  The record date for determining the stockholders entitled to vote at the Annual Meeting is April 7, 2016 ("March 21, 2022 (“Record Date"Date”).  As of April 7, 2016,March 21, 2022, there were 40,238,461 67,867,500 shares of Class A Common Stock and 4,037,628 shares of Class B Common Stock outstanding and entitled to vote at the Annual Meeting.

Votes.  Each holder of Common Stock is entitled to one vote per share of Common Stock held in the election of Class A/B Commonthe Directors and the ratification of the Company’s independent registered public accounting firm, and any other issue to be decided at the Annual Meeting. Cumulative voting is not permitted.

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Quorum and Vote Required.A quorum consists of stockholders representing either in person or by proxy, a majority of the votes by holders of Common Stock entitled to be cast at the Annual Meeting.  Banks, brokers, and other nomineesNominees do not have the authority to vote your uninstructed shares in the election of directors.  If a beneficial owner of the Common Stock does not instruct its bank, broker, or other nomineeNominee how to vote its shares, in the election of directors, no votes will be cast on that beneficial owner's behalf.owner’s behalf in the election of directors.  These brokerNominee non-votes are counted for purposes of determining whether a quorum is present and will have no effect on the result of the vote on the issues on the ballot.

Directors are elected by a plurality of the votes cast by the holders of the applicable class of stock if a quorum is present.  The affirmative vote of a majority of votes cast by the holders of Common Stock at the 2022 Annual Meeting if a quorum is present is required to ratify the appointment of the independent registered public accounting firm.

Only votes cast “FOR” a nominee will be counted in the election of directors. 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. You have the right to vote “FOR” or “AGAINST,” or to “ABSTAIN” from voting, in connection with Proposal 2.

Voting Methods.  Holders of the Common Stock may vote by (1) signing, dating and mailing the enclosed proxy cardInstruction on voting is provided in the postage paid envelope provided, or (2) attendingNotice of Internet Availability of Proxy Materials, which contains instructions for accessing our proxy materials on the Annual MeetingInternet and voting their shares in person. by telephone or on the Internet. 

If you hold shares of the Common StockCompany directly in your name with our transfer agent, Broadridge, you are a “stockholder of record” or “registered stockholder.” If you are a stockholder of record, the Notice of Internet Availability of Proxy materials has been sent directly to you by the Company or by our representative.  If you own your shares indirectly through a Nominee, your shares are said to be held in “street name.” Technically, your Nominee will vote those shares. In this case, the nameNotice of aInternet Availability of Proxy materials will be forwarded to you by your broker, bank, brokerother financial institution, or other nominee,designated representative. Through this process, your bank or broker collects voting instructions from all of its customers who hold shares of the Company and then submits those votes to us.

Please authorize a proxy to vote your shares as soon as possible. If you are a beneficial owner of those shares must provideof our common stock, your Nominee will NOT be able to vote your shares with respect the bank,election of directors unless you give your Nominee specific voting instructions.  A “broker non-vote” occurs when your Nominee submits a proxy for your shares but does not indicate a vote for a particular proposal because the Nominee does not have the authority to vote on that proposal because the Nominee has not received instructions from you.  Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present. Only “FOR” and “AGAINST” votes are counted for purposes of determining the votes cast in connection with each proposal. Therefore, broker or other nominee withnon-votes and abstentions will not be counted as a vote “FOR” the election of directors in Proposal 1 and will have no effect on determining the result of the vote.  Abstentions on Proposal 2 will have no effect on the result of the vote.

For shares held in “street name,” when a Nominee does not receive voting instructions on howfrom its customers, the question arises whether the Nominee nonetheless has the discretion to vote those shares by followingshares.  For routine matters, NASDAQ gives Nominees the discretion to vote, even if they have not received voting instructions providedfrom their customers or the “beneficial owners” of such shares. In this Proxy Statement, only the ratification of our independent registered public accounting firm, BDO USA, LLP, (Proposal 2), is a matter considered routine by the bank, broker, or other nominee.  A beneficial holder may not vote any shares held in the nameNASDAQ.

For non-routine matters, NASDAQ prohibits Nominees from casting votes on behalf of a bank, broker, or other nominee unless the beneficial holder obtains a "legal proxy" fromowners if they have not received voting instructions. When the bank, broker, or other nominee.

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If any nominations for Class D Directors had been received, holders of the Public Preferred Stock would have been eligibleNominee is unable to vote atunder these rules, it reports the Annual Meetingnumber of unvoted shares to us as “broker non-votes.” In this Proxy Statement, the election of directors (Proposal 1) is a matter considered non-routine by NASDAQ. As a result, on the election of such Class D Directors and on no other matter before the Annual Meeting; however, no nominations for Class D Directors were received by the Company, anddirectors, if you hold your shares in street name, your shares will be voted only if you give instructions as a result the holders of Public Preferred Stock are not eligibleto how to vote on any issue before the Annual Meeting.your shares to your Nominee.

Meeting Attendance.Registered holders of the Common Stock who plan to attend the meeting in person should mark the attendance box on their proxy card, and bring a copy of the proxy card with them to the meeting.  Ballots will also be available at the meeting.  Beneficial owners of the Common Stock and the Public Preferred Stock that is held by a bank, broker or other nomineeNominee must provide adequate proof of ownership.  In addition, due to security requirements at the Company'sCompany’s headquarters, personala government issued photo identification will be required for admission to the Annual Meeting.

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Revocation of Proxies.  A registered holder of the Common Stock who has provided a proxy to the Company may revoke the proxy at any time before the underlying shares are voted at the 2022 Annual Meeting by:

(1)Executing a proxy dated later than the most recent proxy given and mailing it to:

Corporate Secretary
Telos Corporation
19886 Ashburn Road
Ashburn, VA 20147


(2)Appearing in person and voting using a ballot at the Annual Meeting;Meeting, or


(3)Filing an instrument of revocation with the Inspector of Elections at the Annual Meeting.

If shares of the Common Stock are held in the name of a bank, broker, or other nominee,Nominee, the beneficial owner of those shares must contact the bank, broker, or other nomineeNominee in order to change a vote.  The Inspector of Elections will record each vote according to the latest instructions received from the respective stockholder.
 
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Election of Directors

The Company's Board of Directors is currently comprised of ten members.  The Board had eleven members until November 2015 when Mr. William Dvoranchik passed away.  Eight of the ten directors were elected by the holders of the Common Stock  and are designated "Class A/B Directors."  At any time that dividends on the Public Preferred Stock are in arrears and unpaid for three consecutive full semi-annual periods, the holders of the Public Preferred Stock are entitled to elect two members to the Company's Board of Directors.  Accordingly, on June 18, 2007, the holders of the Public Preferred Stock elected Seth W. Hamot and Andrew R. Siegel to the Company's Board of Directors.  Each of the directors holds office until the next annual meeting of stockholders and until their successor is elected and qualified.  The terms of Messrs. Hamot and Siegel, the Class D Directors, will continue until their respective successor is elected and qualified.

    Class A/B Director Nominees.  The Company'sCompany’s Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated the following individuals for election as Class A/B Directors by the holders of the Common Stock:Stock, to serve until his or her successor is elected and qualified:  John B. Wood, Bernard C. Bailey, David Borland, Lt. Gen. (ret) Bruce R. Harris, Lt. Gen. (ret) Charles S. Mahan, Jr.,Bonnie L. Carroll, Derrick D. Dockery, Bradley W. Jacobs, Maj. Gen. (ret) John W. Maluda, and Robert J. Marino.  As previously reported, Vice Admiral (ret) Jerry O. Tuttle has chosenFredrick D. Schaufeld.

On January 14, 2022, Mr. Bernard C. Bailey informed the Company that he would not to stand for re-election to the Company'sits Board of Directors.Directors at the 2022 Annual Meeting of Stockholders.

Biographical Information Concerning Class A/B Director Nominees.  Information concerning the nominees for election as Class A/B Directors appears below.

NameAge
Biographical Information
John B. Wood
5258
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 ("COO"(“COO”) and in 1994 was named President and Chief Executive Officer ("CEO"(“CEO”). In until March 2000, when he was appointed to the newly created position of Executive Chairman of the Board, which he held untilBoard. In 2002, he became Chairman of the Board subsequent to a restructuring of the Board of Directors in 2002.Directors. In January 2003, Mr. Wood resumed the positions of President and CEO.  Mr. Wood also holds the position of Chairman of the Board for Telos Identity Management Solutions, LLC ("Telos ID") at the request of the Company.  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 graduated from Georgetown University where he earned a Bachelor of Science in Business Administration in finance and computer science. Mr. Wood also serves on several advisory boards and one foundation board.boards.  Mr. Wood is the brother of Mr. Emmett J. Wood, the Executive Vice President, Marketing & Strategy, of the Company.

As the Chief Executive Officer of the Company, Mr. Wood provides the Board with not only the knowledge of the daily workings of the Company, but also with the essential experience and expertise that can be provided only by a person who is intimately involved in running the Company. Mr. Wood'sWood’s broad knowledge and experience with the Company, its stockholders, partners, customers, and vendors resulting from his long tenure with the Company are invaluable to the Board.
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NameAge
Biographical Information
Bernard C. Bailey62
Chairman, CEO of Authentix, Inc., a privately held authentication company, since 2012.  Dr. Bailey's career spans over three decades of management experience in the high technology and security industries.  Prior to Authentix he ran his own consulting company, Paraquis Solutions, LLC.  From August 2002 to September 2006 he served as President and CEO of Viisage Technology, Inc. (NASDAQ:VISG), a leading provider of advanced technology identity solutions.  Under his four years of leadership, Viisage's market capitalization grew from $60 million to over $1 billion. During that period, the company executed nine acquisitions, eventually culminating in the formation of L1 Identity Solutions, a NYSE listed company (NYSE:ID).  Prior to Viisage, from January 2001 to August 2002, Dr. Bailey served in various executive roles, including COO at Art Technology Group, a leading provider of e-commerce software. From 1984 to 2001, Dr. Bailey held a variety of finance, sales, marketing, and operations positions at IBM, where he also served in executive roles involved in the growth and development of IBM Global Services' systems integration and consulting business lines. Dr. Bailey has been a member of the Company's Board of Directors since October 2006.  Dr. Bailey also serves on the board of Telos ID at the request of Telos.  In addition to his duties with Authentix, Telos and Telos ID, Dr. Bailey serves as Chairman of the Board of Analogic Corp (NASDAQ:ALOG); as an Advisory Board Member for Egis Capital Partners, a private equity investment fund; on the Board of Advisors for the U.S. Naval Academy Athletic and Scholarship Foundation; as adjunct faculty member in the Weatherhead School of Management at Case Western Reserve University; and is a member of the Committee for Economic Development.  Previously, until June 2010, Dr. Bailey served as a director for E.F. Johnson Technologies, a mobile communications company; until April 2011,  on the board of Spectrum Control, Inc. (NASDAQ:SPEC); and until January 2012, on the board of Identive Corporation (NASDAQ:INVE).  He also served as Chairman of the Board of LaserCard, Inc. (NASDAQ: LCRD) until June 2010.  Dr. Bailey holds a Masters level certificate from the American College of Corporate Directors, a public company director education and credentialing organization. 
Dr. Bailey has significant experience in finance matters and within the Company's industry.  He has served as a financial expert witness in Delaware's Court of Chancery and is on the Board of Advisors of Egis Capital Partners, a private equity fund focused on the security industry.  Dr. Bailey holds a Doctorate Degree in Management, having completed his dissertation on corporate governance.  He has written and spoken extensively on corporate governance issues.  He has also served on a number of boards of public companies.  Dr. Bailey's executive and board experience make him a valuable resource for the Board and the Company.
David Borland6874
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"(“CIO”) of the U.S. Army with more than 30 years of experience in the U.S. Government.  Mr. Borland'sBorland’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'sMaster’s Degree in Finance from George Washington University.

Mr. Borland'sBorland’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.

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NameAge
Biographical Information
Bonnie L. Carroll64
President and Founder, Tragedy Assistance Program for Survivors (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 Board in September 2020.  Ms. Carroll also has held appointments in the government, including White House Liaison at the Department of Veteran Affairs (VA) under President George W. Bush, Executive Assistant to the President for Cabinet Affairs under President Reagan, and the 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 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 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.
Lieutenant General Bruce R. Harris (USA, Ret.)Derrick D. Dockery8141
Retired, U.S. Army Lieutenant General.  General Harris Government Affairs at TikTok, a popular video streaming and sharing app, since June 2020.  Mr. Dockery was elected to the Board on January 19, 2022.  Mr. Dockery serves as a government relations and public affairs professional to civil society, business, and Federal and state governments.  He works with members of the U.S. House of Representatives and U.S. Senate on fundamental policy matters and leads corporate social responsibilities initiatives.  Mr. Dockery is also the Co-Founder of Yellow Ribbons United, a non-profit founded in August 2006. He2013, 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.  From 2013 to 2019, 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, and the Buffalo Bills.

Mr. Dockery holds a Bachelor of Science in Education with a minor in Communications from the U.S. ArmyUniversity of Texas in September 1989 after more than 33 yearsAustin, Texas and a Master of continuous active duty. AtBusiness Administration from George Washington University in Washington, D.C.

Mr. Dockery’s extensive service with the timeFederal government and non-profit work serving family members of military service men and woman, and his retirement, General Harris was the Director of Information Systems for Command, Control, Communications and Computersrelationships in the Office of the Secretary of the Army, Washington, D.C. In that capacity he served as the principal advisor to the Secretary and Chief of Staff of the Army on all aspects of policy, planning, resourcing and acquisition of communications, automation, information management and command and control systems in the U.S. Army. Since his retirement, General Harris has worked with many of America's leading corporations asbusiness community, make him a consultant on matters relating to the development of strategic and business plans, resource planning and budget formulation. Until December 2013, General Harris served as a director of Hunter Defense Technologies, a privately held company focused on the development of comprehensive solutions to provide shelter, heat, power generation and chem/bio protection for a wide variety of military and homeland security applications.
General Harris has extensive experience with the U.S. Army, including the U.S. Defense Security Service, which is very valuable to the Board and the Company.
Lieutenant General Charles S. Mahan, Jr. (USA, Ret.)
69
Retired, U.S. Army Lieutenant General.  General Mahan has been a member of the Board of DirectorsDirectors.
Bradley W. Jacobs64
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 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 has 43,700 employees worldwide and generated $12 billion in sales in 2013.  He was as 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 2006.  General Mahan served 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 DirectorsTragedy Assistance Program for Survivors (TAPS) and the Jewish Federation for Greater Orlando.

Mr. Jacobs holds a Bachelor of Spectrum Control, Inc. (NASDAQ:SPEC)Science in Finance (with honors in Economics) from 2009 to 2011.  Until 2011, he also servedthe 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 Advisors at AJA, Inc., an information technology company.  General Mahan also served as Vice President and General Manager of the Law Enforcement and Security strategic business unit of DynCorp International, a company providing technology and professional services solutions to government and commercial clients worldwide, from January 2007 to July 2008.  From July 2006 to December 2006, he served first as President and Chief Operating Officer of Horne Engineering Services, LLC, an engineering services firm, and then as Chief Operating Officer of Horne International, an affiliate of Horne Engineering Services, LLC. From July 2005 to July 2006, he was Vice President of Homeland Security and Defense for SAP Public Services, Inc. (a U.S. business unit of the German software giant, SAP AG), where he led both SAP's Homeland Defense practice and its business development efforts supporting federal, state, and local government organizations. Immediately following his November 2003 retirement from the U.S. Army, General Mahan joined The Home Depot, Inc., a home repair materials company, serving as Senior Director of its Government Solutions Group.  He currently serves as a director on the board of O'Neil and Associates, a privately owned documentation management company; as director on the board of MACK Defenses, a subsidiary of Volvo; and on the national board of trustees for the Fisher House Foundation, which supports wounded veterans and their families during rehabilitation at our Military Medical Centers. General Mahan holds a Professional Director Certification from the American College of Corporate Directors, a public company director education and credentialing organization.Directors.

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General Mahan's comprehensive experience with the U.S. Army and service with two defense contractors make General Mahan a valuable resource for the Board and management.
NameAgeBiographical Information
Major General John
W. Maluda (USAF,
Ret.)
6268
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. Prior to that, 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 includedinclude serving at three major commands, with unified combatant commands, a defense agency, the White House and the Air Staff.  General Maluda'sMaluda’s staff experience included positions at Headquarters U.S. Air Force, Air Combat Command, and 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'sMaster’s Degree in Systems Management from the University of Southern California, and MastersMaster’s Director Certification from the American College of Corporate Directors, a public company director education and credentialing organization.

General Maluda'sMaluda’s comprehensive experience with the U.S. Air Force and broad industry insight make him a valuable member of the Board of Directors.
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NameFredrick D. SchaufeldAge62
Biographical Information
Robert J. Marino79
Retired, Executive Vice President, Special Projects for the Company until February 28, 2013.Co-founder and Managing Director of SWaN & Legend Venture Partners (SWaN) since 2006. Mr. Marino joined the Company in 1988 as Senior Vice President of Sales and Marketing. In 1990, his responsibilities were expanded to include Program Management in addition to Sales and Marketing. In January 1994, Mr. Marino was appointed President of Telos Systems Integration, and in January 1998, he was appointed Chief Sales and Marketing Officer of the Company, a position he held until June 2004 at which time he was appointed Executive Vice President for Special Projects.  Prior to joining the Company in February 1988, Mr. Marino held the position of Senior Vice President of Sales and Marketing with Centel Federal Systems and M/A.com Information Systems, both of which are U.S. Government contractors. Mr. MarinoSchaufeld 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 DirectorsDC Bike Ride.  Prior to SWaN, Mr. Schaufeld founded and led NEW Corp. (NEW), which was acquired by Asurion (now NEW Asurion) in June 2004.2008. 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, a member of the Economic Club of Washington, D.C., the Young President’s Organization (YPO) and its Peace Action Network Arab American Action Forum.  Mr. Schaufeld also sits of the board of several charitable organizations, including INOVA Health System Foundation and the Wolf Trap Foundation.

Mr. Marino served the Company for 25 years and remains a valuable advisor to the Company's various business lines.  HisSchaufeld received his BA in Government from Lehigh University.

Mr. Schaufeld’s extensive experience with the Company,in business and its employees, vendors and customers, makesfinance, as well as his service to various local charitable organizations, make him a valuable member of the Board of DirectorsDirectors.

Board Diversity Matrix (as of April 1, 2022). In addition to gender and demographic diversity, we also recognize the value of other diverse attributes that Directors may bring to our Board, including veterans of the U.S. military.

Total number of Directors 8
 FemaleMaleNon-binaryUndisclosed
Number of directors based on gender identity1 6-1
Number of directors who identify in any of the categories below:
African American or Black- 1--
Alaskan Native or American Indian----
Asian----
Hispanic or Latin----
Native Hawaiian or Pacific Islander----
White15--
Two or More Races or Ethnicities----
LBGTQ+----
Undisclosed---1
Directors who are U.S. military veterans: 4

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The Board of Directors of Telos recommends that the Class A/B Director nominees named above be elected by the holders of the Company'sCompany’s Common Stock.

No Class D Director NomineesBoard of Advisors

On May 13, 2020, we formed the Advisory Board of Telos (the “Advisory Board”), which serves as advisors to the Company’s management team and the Board of Directors in the conduct of the Company’s business and the pursuit of its strategic objectives. Membership of the Advisory Board is determined by the Board of Directors, and once appointed to the Advisory Board, members of the Advisory Board serve until the earlier of their resignation, removal, or the appointment of their replacement.

The Company did not receive nominationsBoard of Directors has delegated to the Management Development and Compensation Committee (“Compensation Committee”) the responsibility to evaluate potential candidates for Class D Directors. As a result,the Advisory Board, the terms upon which such candidates would serve including compensation for their service, and recommend both appropriate candidates and terms for approval by the Board of Messrs. HamotDirectors.

Responsibilities of members of the Advisory Board include:
Providing counsel and Siegel will continue afteradvice as may be requested from time to time.
Providing opinions to assist the Annual Meeting untilCompany in identifying and, in coordination with the Company’s management team, pursuing opportunities related to potential sales, technical issues, product development, marketing, strategic direction, and other matters.
Keeping the Company updated of technological, competitive and other changes and developments pertinent to the business of the Company.
Contributing to support the Company’s objectives.
The Advisory Board meets periodically pursuant to the needs or opportunities of the business of the Company. The chairperson of the Advisory Board is responsible for calling and convening such meetings. All members of the Advisory Board serve as independent contractors engaged solely to consult with the Company’s management team and Board of Directors, with no duties with respect to the management of the company or authority to bind the Company or act on its behalf. Each member of the Advisory Board enters into an agreement with the Company which governs the relationship between the Company and such member.

On May 13, 2020, the Company appointed General (Ret.) Keith Alexander to the Advisory Board as its inaugural member. General Alexander serves as a strategic partner and provides the Company with advice on key cybersecurity objectives and initiatives. General Alexander is the Founder and Co-CEO of IronNet Cybersecurity, a global cybersecurity leader that is revolutionizing how organizations secure their respective successors are electednetworks by delivering the first-ever Collective Defense platform allowing real-time threat intelligence sharing. General Alexander previously served as director of the National Security Agency, chief of the Central Security Service and qualified.commander of the United States Cyber Command, where he led DoD agencies during the conflicts in Afghanistan and Iraq at a time when cyber-attacks against the United States were on the rise. General Alexander also serves on the board of directors of Amazon.com, Inc.

Biographical Information Concerning Class D Directors

NameAge
Biographical Information
Seth W. Hamot54
Managing Member, Roark, Rearden & Hamot Capital Management, LLC ("RRHCM"), and owner of Roark, Rearden & Hamot, Inc. ("RRHI"), since 1997, and President of Roark, Rearden & Hamot, LLC ("RRH") since 2002.  RRH is a general partner of, and RRHCM is the investment manager to, Costa Brava Partnership III L.P. ("Costa Brava"), whose principal business is to make investments in, buy, sell, hold, pledge and assign securities. Mr. Hamot has been a director of the Company since June 18, 2007.  Mr. Hamot was nominated for election by Costa Brava, a holder of the Public Preferred Stock.  Mr. Hamot is presently also the chairman and CEO of Spy, Inc. (NASDAQ: Spy), an eyewear company; a director of Piksel, Inc., a video solutions company; and a director of Cinova, a video solutions company.  Previously, he served as chairman of TechTeam Global, Inc. and Bradley Pharmaceutical, Inc.
Mr. Hamot was elected pursuant to the Company's governing documents by the holders of the Public Preferred Stock and his election is not subject to any recommendations for election by the Board.  The holders of the Public Preferred Stock have not advised the Company of the specific experience, qualifications, attributes or skills that led to the conclusion that Mr. Hamot should serve as a director.
Andrew R. Siegel47
Managing Member, White Bay Capital Management, LLC.  Mr. Siegel has been a director of the Company since June 18, 2007.  Mr. Siegel was nominated by Costa Brava, a holder of the Public Preferred Stock.  Mr. Siegel was a Senior Vice President of RRHCM from 2005 to December 2008. Prior to joining RRHCM, from July 2003 to February 2004, Mr. Siegel was a member of DebtTraders Ltd. Previously, Mr. Siegel served on the Board of TechTeam Global, Inc. Mr. Siegel received a Bachelor's Degree from American University and a Master's Degree in Business Administration from the University of Maryland.
Mr. Siegel was elected pursuant to the Company's governing documents by the holders of the Public Preferred Stock and his election is not subject to any recommendations for election by the Board.  The holders of the Public Preferred Stock have not advised the Company of the specific experience, qualifications, attributes or skills that led to the conclusion that Mr. Siegel should serve as a director.

If the Company had received nominations for Class D Directors, holders of the Public Preferred Stock would have been eligible to vote at the Annual Meeting on the election of Class D Directors and on no other matter before the Annual Meeting.
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Biographical Information Concerning the Company'sCompany’s Executive Officers

Set forth below is biographical information concerning ourthe executive officers (other than Mr. John B. Wood, whose biographical information is included above for the director nominees), who are appointed by the Board of Directors and serve until their successors are appointed and qualified.

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NameAge
Biographical Information
Michele Nakazawa58
G. Mark Bendza46Executive Vice President and Chief Financial Officer. Ms. NakazawaOfficer, since July 2021.  Mr. Mark Bendza has overall responsibility for the Company’s accounting, financial reporting, financial planning and analysis, financial strategy and operations, corporate development, investor relations, tax, and treasury functions. Mr. Bendza has over 20 years of experience in investor relations, business development, financial planning and analysis, financial strategy, mergers and acquisitions, and capital markets. Prior to joining the Company, he held positions of increasing responsibility in finance and business management with global companies, including vice president and head of investor relations for Honeywell from 2019 to 2021; vice president of international business for Northrop Grumman from 2016 to 2019; director of financial planning and analysis for Northrop Grumman from 2012 to 2015; and mergers and acquisitions, capital markets, and credit roles with major investments banks from 1998 to 2011. Mr. Bendza holds a bachelor’s degree from Wesleyan University and an MBA from Columbia Business School.
Mark D. Griffin61
Executive Vice President, Security Solutions, and President, General Manager, Telos Identity Management Solutions, LLC (“Telos ID”). Mr. Griffin joined the Company in March1984 as program manager. He was promoted to vice president for the Company’s traditional business division in January 2004 asand to Vice President, Identity Management, effective January 2007.  In April 2007, he was appointed to head the newly formed Telos ID.  In November 2021, Mr. Griffin also assumed the role of Executive Vice President, Security Solutions.  In November 2017, Mr. Griffin joined the board of the Federation for Identity and Controller.  Ms. NakazawaCross-Credentialing Systems (“FiXs”) in Fairfax, Virginia, a coalition of commercial companies, government contractors, and non-profit entities that have established and maintained a worldwide, interoperable identity and cross-credentialing network built on security, trust, privacy, standard operating rules, policies and technical standards.  Mr. Griffin has over 30 years’ experience in government IT contracting, materials management and systems integration projects in the electronics and communications fields. He has been involved in day-to-day operations of and has had overall management responsibility for many of Telos’ most critical programs for the Army, Navy, Federal Aviation Administration, Defense Manpower Data Center (DMDC), General Services Administration, and Immigration and Naturalization Services.  Mr. Griffin holds a Bachelor of Science in Engineering from Virginia Polytechnic Institute and State University.
Brendan D. Malloy56
Executive Vice President, Secure Networks. Mr. Malloy joined the Company in 1996, serving initially as a senior account executive before being promoted to director of Department of Defense (“DoD”) Sales, and later to Vice President of DoD Sales.  In January 2005, he was appointed Senior Vice President of Sales. Mr. Malloy was later promoted to Senior Vice President and appointed to serve as CFOGeneral Manager of Cyber Operations and Defense, providing leadership in January 2005,sales and business development, implementation, and operations.  He was promoted to Executive Vice Presidenthis current position in 2008. Ms. Nakazawa also serves as Treasurer for Telos ID.  Ms. Nakazawa has 30 years experience in finance and accounting. Prior to joining the Company, she held various positions, including CFO of Ubizen, Inc., a U.S. subsidiary of a publicly held Belgian company, from 1999 to 2003; Controller and Treasurer of National Security Analysts, Inc. from 1991 to 1997; and financial analyst for Federal Systems Division of IBM, Inc. from 1983 to 1990.  Ms. Nakazawa is also a former Director and Treasurer for HealthWorks for Northern Virginia, a non-profit community health center.  Ms. NakazawaNovember 2021.  Mr. Malloy is a Certified Public Accountantmember of the Armed Forces Communications and holdsElectronics Association (AFCEA) and the Association of the United States Army (AUSA).  He previously held sales positions with QMS Federal and Printer Plus.  Mr. Malloy is a Master's1988 graduate of Science in Accounting from American University and a Bachelor of Arts in Chemistry from GoucherCurry College.
Edward L. Williams
E. Hutchinson (“Hutch”) Robbins, Jr.
55
Executive Vice President, Chief Operating Officer. Mr. Williams joined the Company in 1993 as a Senior Vice President responsible for finance, pricing, purchasing, and Defense Contract Audit Agency compliance.  In 1994, his responsibilities were expanded to include accounting and business development.  In 1996, Mr. Williams was appointed to manage the Company's networking business unit.  In 2000, his responsibilities were expanded to include management of the Company's operations.  Mr. Williams was named Executive Vice President and COO in 2003 and Interim CFO in October 2003.  He stepped down as Interim CFO of the Company in January 2005.  Prior to joining the Company, Mr. Williams was the CFO for Centel Federal Systems and M/A.com Information Systems, both of which are U.S. Government contractors.   Mr. Williams has a Bachelor of Science in Finance from the University of Maryland.
Jefferson V. Wright60
Executive Vice President, General Counsel.Counsel since February 2022.  Over the course of a nearly three decade legal career, Mr. Wright joined the Company asRobbins has advised and advocated for his clients across a wide array of December 31, 2012 as Executive Vice Presidentchallenging business issues. From 1993 through January 2022, Mr. Robbins was an associate and General Counsel.  Prior to joining the Company, Mr. Wright was a principal atof Miles & Stockbridge P.C., a leading Mid-Atlantic regional law firm with its principal office in Baltimore, Maryland, whereand from 2006 through 2016, he practiced lawled the firm’s Commercial and Business Litigation Practice Group. Described in the Chambers USA 2021 guide as a “very strong lawyer” who is “extremely effective in court” with “a real keen situational awareness for approximately 31 years.litigation,” Mr. WrightRobbins has resolved hundreds of complex disputes through negotiation, alternative dispute resolution, and litigation, in addition to advising his clients on business strategy, contract terms, and risk avoidance. Mr. Robbins earned his juris doctor degree, with honors, from Duke University in 1993, and his undergraduate degree, with honors, from Trinity College in 1988. Mr. Robbins is also an Executive Committee memberon the Advisory Board of the Equal Justice Counsel of the Legal Aid Bureau of Maryland.  Mr. Wright was admitted to practice in the State of Maryland in 1981Volunteer Lawyers Service and as a Virginia Corporate Counsel in the Commonwealth of Virginia in 2013.  He is a membertrustee of the Bars of various courts, including the United States District Court for the District of Maryland, the United States Court of Appeals for the Fourth Circuit, and the Supreme Court of the United States, among others, and the Maryland State Bar Association, the Virginia State Bar, the American Bar Association, and the Federal Bar Association.
Prior to joining Miles & Stockbridge in 1981, Mr. Wright clerked for J. Dudley Digges, Associate Judge on the Court of Appeals of Maryland, that State's highest court.
Mr. Wright was educated at Georgetown University LawBaltimore Center in Washington, D.C. (J.D., 1980, with Honors), Tufts University in Medford, Massachusetts (B.A., 1977, Magna Cum Laude), and Landon School in Bethesda, Maryland.
Stage.

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Emmett J. Wood4551
Executive Vice President, Marketing & Strategy. Mr. Wood joined the Company in 1996 and worked in various roles at the Company and Enterworks, Inc. in both a marketing and business development capacity.  He worked on the federal sales team, commercial and partner/channel groups and most recently served as director of commercial and channel sales. In January 2010, heMr. Wood was promoted to Vice President, Marketing.Marketing and then to his current position in April 2013. He is responsible for brand management, marketing communications, sponsorships and events, media and analyst relations, government relations, employee communications and corporate community relations. On April 1, 2013, Mr. Wood was promoted to his current position.  In addition to his duties related to marketing, Mr. Wood works with senior management in developing the overall corporate strategy and planning.  Previously, he also worked in the sales and marketing groups at Dow Jones, Inc. and The Wall Street Journal.  Mr. Wood is a graduate of Georgetown University, with a B.A. in political science.  Mr. Wood is the brother of Mr. John B. Wood, the President, Chief Executive Officer and Chairman of the Board of the Company.


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Brendan D. Malloy50
Senior Vice President, General Manager, Cyber Operations & Defense. Mr. Malloy joined the Company in 1996, serving initially as a senior account executive before being promoted to director of Department of Defense ("DoD") Sales, and later to Vice President of DoD Sales. In January 2005, he was appointed Senior Vice President of sales. He currently leads the Cyber Operations & Defense organization, which consists of the former Secure Networks and Information Assurance group, in support of opportunities in DoD, federal agencies, and the intelligence community.  In addition, this organization includes the Emerging Technologies group tasked to creating innovative, customer-tailored solutions for government and commercial enterprises.   He previously held sales positions with QMS Federal and Printer Plus. Mr. Malloy is a 1988 graduate of Curry College.
Richard P. Tracy55
Senior Vice President, Chief Security Officer. Mr. Tracy joined the Company in October 1986 and held a number of management positions within the Company. In February 1996, he was promoted to Vice President of the Telos information security group and in this capacity established a formidable information security consulting practice. In February 2000, Mr. Tracy was promoted to Senior Vice President for operations and helped launch the Xacta business lines, the Company's segment focusing on information security. Since that time, Mr. Tracy has pioneered the development of innovative and highly scalable enterprise risk management technologies that have become industry-leading solutions within the federal government and the financial services verticals. He is the principal inventor listed on five patents for the Xacta software.  Mr. Tracy also served as Chief Technology Officer from 2005 to 2014.  He was President of the Company's subsidiary, Teloworks, Inc., from 2008 to 2010.
Alvin F. Whitehead67
Senior Vice President, General Manager, Secure Communications, since 2008. Mr. Whitehead joined the Company in 1999 as Vice President of New Business Opportunities, focusing on emerging business areas including Information Security, Secure Messaging and Data Integration.  In 2000, he became Vice President, Program Management. Prior to Telos, Mr. Whitehead spent 28 years in the U.S. Army, retiring as Chief of Staff of the Defense Information Systems Agency ("DISA").  During his four years as Chief of Staff, he was responsible for coordinating the Agency's 8,000-person staff and its $4.0 billion budget.  He was instrumental in establishing the DoD's Computer Emergency Response Team and integrating it into the Global Network Operations Center.  Mr. Whitehead has a Bachelor of Arts from Virginia Polytechnic Institute and State University, and a Master of Public Administration from George Washington University.
Rinaldi Pisani47Senior Vice President, Strategic Business Development, since December 2013.  Mr. Pisani is responsible for overseeing Telos' corporate level business development and capture activities as well as the integration of new partners and technologies.  Mr. Pisani jointed Telos in 2000 and served as senior Army account manager and team lead and director of Army and DoD sales.  He was later appointed vice president of business development for information assurance solutions and in 2010 became vice president and general manager of the information assurance solution area.  Mr. Pisani was then vice president of cyber application solutions, providing oversight and management for a broad range of cybersecurity solutions, including XACTA IA Manager and SE7EN, for customers in the DoD, federal agencies, and the intelligence community. Before joining Telos, Mr. Pisani held several positions with Westwood Computer, leaving as national government sales manager.  Mr. Pisani is a graduate of the Georgetown University School of Foreign Service, with a B.S., international economics.
David S. Easley45
Vice President, Finance and Controller. Mr. Easley joined the Company in April 2005 as Director of Finance & Accounting.  In October 2005, Mr. Easley was promoted to Controller.  Mr. Easley also serves as President of Teloworks, Inc. and Teloworks Philippines, Inc., direct and indirect subsidiaries of the Company.  Prior to joining the Company, Mr. Easley held various positions, including Controller, for Applied Predictive Technologies, Inc., a software and consulting company, and Senior Accountant with Beers & Cutler PLLC (now part of Baker Tilly Virchow Krause LLP) in Washington, D.C. Mr. Easley is a Certified Public Accountant and holds a Bachelor of Science in Accounting from the University of Kentucky.
Mark Griffin56
President, General Manager, Telos Identity Management Solutions, LLC ("Telos ID"). Mr. Griffin joined the Company in 1984 as program manager. He was promoted to Vice President for the Company's Traditional Business Division in January 2004 and to Vice President, Identity Management, effective January 2007. In April 2007, he was appointed to head the newly formed Telos ID. Mr. Griffin has almost 30 years experience in government IT contracting, materials management and systems integration projects in the electronics and communications fields. He has been involved in day-to-day operations of and has had overall management responsibility for many of Telos' most critical programs for the Army, Navy, Federal Aviation Administration, DMDC, General Services Administration and Immigration and Naturalization Services.  Mr. Griffin holds a Bachelor of Science in Engineering from Virginia Polytechnic Institute and State University.

Each of our directors and executive officers is a United States citizen.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")1933 requires the Company'sofficers, directors and executive officers, and persons who ownbeneficial owners of more than 10% of a registeredany class of the Company'sour equity securities to file with the SEC initial reports, of ownership andincluding reports of changes in ownership of anythe Company’s registered equity securities, with the Securities and Exchange Commission and to furnish us with copies of all Section 16(a) reports so filed.  Based on a review of the Company. During 2015, the following person failedcopies of reports received and written representations from our reporting persons, we believe that all forms required to file a Form 4 filingbe filed under Section 16(a) were filed on a timely basis, in connection with the purchase of stock through the Company's Shared Savings Plan.
Jefferson V. Wright: One Form 4 required to be filed on December 22, 2015 was filed on February 12, 2016.

To the best of the Company's knowledge, with the exception of the person named above, all required reports werefollowing: (i) one Form 4 filing reporting one transaction for Mr. Robbins regarding his initial sign-on grant of restricted stock units was filed onone day late as a timely basis.result of a delay in obtaining EDGAR filing codes from the SEC; (ii) one Form 4 filing reporting one transaction for Mr. Bendza regarding the payment of tax liability using a portion of securities received was filed late as a result of an administrative error; and (iii) one Form 3 filing for Mr. Jacobs and Mr. Dockery reporting an initial statement of beneficial ownership was filed late as a result of a delay in obtaining EDGAR filing codes from the SEC and a further administrative error.

Corporate Governance

Our Board and management are committed to sound corporate governance.  In keeping with sound corporate governance practices, we maintain a majority of independent directors on the Board of Directors.

Mr. John B. Wood is both the Chairman of the Board of Directors and the Chief Executive Officer of the Company.  The Company'sOur policy as to whether the roles of the Chairman and the Chief Executive Officer should be separate is to adopt the practice that best serves the Company'sCompany’s needs at any particular time.  The Board of Directors believes that combining the Chairman and Chief Executive Officer positions is currently the most effective leadership structure and is in the best interests of the Company'sCompany’s stockholders because of Mr. Wood'sWood’s long tenure with the Company, including as the Chief Executive Officer, and his broad knowledge and experience with the Company's stockholders,our partners and vendors.vendors and in the field of cybersecurity.  The Board of Directors may decide to separate or combine the roles of Chairman and Chief Executive Officer, if appropriate, at any time in the future.  The Company has noWe do not have a lead independent director.

The Company operatesWe previously operated under a Proxy Agreement with the U.S. Defense Counterintelligence and Security Agency (“DCSA”), formerly the Defense Security Services (“DSS”), which governs the relationship between the Companyus and certain of itsour foreign stockholders.  However, due to the decreased ownership interest of our foreign stockholders, we entered into a Security Control Agreement (“SCA”) to replace the Proxy Agreement on August 24, 2020.  The SCA requires a Government Security Committee of the Board and a number of security processes and procedures to protect the Company from inappropriate foreign ownership control and influence.  Mr. Borland (chairperson) and Mr. John Wood are the current members of the Government Security Committee.  At the execution of the SCA, foreign stockholders who are parties to the SCA held an approximate 35% ownership interest in the Company.  After the initial public offering of our common stock in November 2020, the ownership interest of our foreign stockholders diminished further, such that directly and indirectly, holdthe foreign stockholders who are parties to the SCA held approximately 36%14.1% of the outstanding sharescommon stock as of Common Stock. PursuantDecember 31, 2021.  Due to such Proxy Agreement, a Proxy Board has been established, which consists of independent Board members Harris, Mahan, and Tuttle. However, since Adm. Tuttle is no longer standing for re-election, his position on the Proxy Board will be replaced with another qualified Board member upon approval bydimished ownership interest, the parties expect to terminate the Proxy Agreement.  Under the Proxy Agreement, the Proxy Board has the authority to vote 15,801,802 shares of Class A Common Stock at the Annual Meeting.SCA in 2022.

The Board of Directors has adopted a Code of Ethics and Business Conduct applicable to our Chief Executive Officer, Chief Financial Officer, and Controller.  The Code of Ethics and Business Conduct is available on our websitewebsite at www.telos.com.  In the event that the Board of Directors amends our Code of Ethics and Business Conduct or grants a waiver from the Code of Ethics and Business Conduct, the Companywe will provide timelytimely notice of such amendment or waiver on itsour website.

Independence of Directors

The Company has adopted the director independence standards that are summarized below.  The Company's director independence standards are based upon NASDAQ Listing Rule 5605. Pursuant to NASDAQ Listing Rule 5605(b)(1), a majority of directors of the Board will be independent.  Pursuant to NASDAQ Listing Rule 5605(a)(2), a director will not be independent if,

(A) At any time during the past three years he was employed by the Company;

(B) He accepted, or has a family member who accepted, any compensation from the Company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence other than the following: (i) compensation for board or board committee service; (ii) compensation paid to a family member who is an employee (other than an executive officer) of the Company; or (iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation;

(C) He is a family member of an individual who is, or at any time during the past three years was, employed by the Company as an executive officer;

(D) He is, or has a family member who is, a partner in, or a controlling shareholder or executive officer of, any organization to which the Company made, or from which the Company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient's consolidated gross revenues for that year, or $200,000, whichever is more, other than the following: (i) payments arising solely from investments in the Company's securities; or (ii) payments under non-discretionary charitable contribution matching programs;

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(E) HeIndependence of Directors

The Board has determined that each of the individuals nominated to serve on the Board (except for Mr. Wood and General Maluda) has no material relationship with the Company other than in his or her capacity as a director of the Company and that each is “independent” in accordance with the standards of NASDAQ. If all director nominees are elected to serve as our directors, independent directors will constitute a majority of our Board.

In making these determinations, the Board took into account all factors and circumstances that it considered relevant, including, where applicable, the existence of any employment relationship between the director nominee or a member of the director nominee’s immediate family and the Company; whether within the past three years the director nominee has a family member who is, employedserved as an executive officer of another entity where atthe Company; whether the director nominee or a member of the director nominee’s immediate family has received, during any time duringtwelve-month period within the pastlast three years, anydirect compensation from the Company in excess of $120,000; whether the director nominee or a member of the executive officers ofdirector nominee’s immediate family has been, within the Company served on the compensation committee of such other entity; or

(F) He is, or has a family member who is, a current partner of the Company's outside auditor, or waslast three years, a partner or an employee of the Company's outside auditor who worked onCompany’s internal or external auditors; and whether the Company's audit at any time during anydirector nominee or a member of the past three years.director nominee’s immediate family is employed by an entity that is engaged in business dealings with the Company. The Board has not adopted categorical standards with respect to director independence. The Board believes that it is more appropriate to make independence determinations on a case-by-case basis in light of all relevant factors.

Pursuant to the independence standards set forth above, the Board has determined that the following directorsInformation Security and nominees meet the Company's independence standards and therefore are independent: Bernard C. Bailey, David Borland, Bruce R. Harris, Charles S. Mahan, and Robert J. Marino.  Based on these standards, the Board determined that the following directors are not independent: John W. Maluda and John B. Wood.  Additionally, due to conflicts of interest, both Seth W. Hamot and Andrew R. Siegel were determined not to be independent.

Role in Risk Oversight

As part of its general responsibility to manage the Company'sCompany’s business, the Board of Directors has oversight responsibility with respect to risk management.  The Board of Directors has delegated primary responsibility for risk oversight and the monitoring of the Company'sCompany’s significant areas of risk to the Audit Committee.Committee, including information security management.  In accordance with its charter, the Audit Committee discharges these responsibilities through various processes, including the use of an independent third party to assist the Company with internal audits and other third party advisers as and when it deems appropriate, and discusses with management the Company'sCompany’s major policies with respect to risk assessment and risk management.  The Audit Committee regularly reports the results of these discussions to the Board of Directors.

We are heavily reliant on our technology and infrastructure, as well as the public cloud to an increasing degree, to provide our products and services to our customers. As a result, we have developed an information security management program to enhance our network security measures, identify and mitigate information security risk, and protect and preserve the confidentiality, integrity, and continued availability of critical information owned by us and that of our customers and suppliers that is in our care. Our program includes development, implementation, and continual improvement of policies and procedures to safeguard information and ensure availability of critical data and systems. The program also includes monthly information security awareness training for employees involved in our systems and processes that handle both our internal and customer data and audits of our systems and enhanced training for specialized personnel. Our program further includes review and assessment by external, independent third-parties, who certify and report on our weaknesses and internal response preparedness with respect to the entire company.

Accordingly, we preform daily vulnerability scanning of our network infrastructure as well as annual third party penetration testing. The Company also maintains an active ISO 27001 certification and assesses itself against the NIST 800-171 as required by the Defense Federal Acquisition Regulation Supplement (“DFARS”). In accordance with our information security management program, we also actively monitor known threats that could affect our products and services and work with our suppliers to provide us with real-time reports of threats or vulnerabilities that may affect our enterprise-wide systems. Our program also includes a cyber incident response plan that provides controls and procedures for timely and accurate reporting of any material cybersecurity incident.

As described in the Audit Committee Charter, the Audit Committee is tasked with oversight of certain risk issues, including cybersecurity. This Committee is comprised entirely of independent directors. Overall, our Board contains three directors with significant work experience related to information security issues or oversight. Management reports security incidents to the Committee as they occur, if material, and provides periodic briefings to the Board about our information security program, our internal response preparedness, and assessments led by outside advisors. We carry errors and omissions insurance that provides some protection against the potential losses arising from a cybersecurity incident. In the last three years, the expenses we have incurred from information security breach incidents, including penalties and settlements, of which there were none, were immaterial.

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Meetings of the Board of Directors and Committees of the Board of Directors

During the fiscal year ended December 31, 2015,2021, the Board of Directors held five meetings.  Each director attended at least 75%, in the aggregate, of all meetings, in person, by phone or virtually, of the Board and the respective committees of the Board on which they served in person or by phone, .served.

The Company encourages all directors to attend annual meetings of stockholders.  Ten of the elevenstockholders, and submit their proxy cards.  All directors namely Messrs. Bailey, Borland, Dvoranchik, Hamot, Harris, Mahan, Maluda, Marino, Tuttle, and Wood, attended the Company's annual meetingvirtual 2021 Annual Meeting of stockholders in 2015.Stockholders.

The Company has standing Audit, Management Development and Compensation, and Nominating and Corporate Governance Committees.

Audit Committee

The Audit Committee was established to assist the Board of Directors in fulfilling its oversight responsibilities for (1) the integrity of the Company'sCompany’s financial statements, (2) the Company'sCompany’s compliance with legal and regulatory requirements, (3) the independent registered public accounting firm'sfirm’s qualifications and independence, and (4) the performance of the Company'sCompany’s internal audit function and independent registered public accounting firm.  In 2015, theThe Audit Committee consistedcurrently consists of directors Bailey (chairman), Dvoranchik,Carroll, Jacobs, and Mahan. On March 29, 2016, Mr. Marino became a memberSchaufeld, each of the Audit Committee.whom is an independent director.  In 2015,2021, the Audit Committee met fivefour times.  The Board of Directors has adopted an Audit Committee charter which is available on the Company'sCompany’s website at www.telos.com.  The Board has determined that Mr. Bailey is an "audit“audit committee financial expert"expert” as defined by rules adopted by the SEC and is independent.  Mr. Jacobs joined the Audit Committee in January 2022.  Mr. Jacobs will become chair of the Audit Committee starting in May 2022 after the annual meeting of stockholders, has been determined to be an “audit committee financial expert” as defined by rules adopted by the SEC, and is an independent director.

Management Development and Compensation Committee

The Management Development and Compensation Committee (the "Compensation Committee"“Compensation Committee”) was established for the purpose of reviewing, determining and approving all forms of compensation to be provided to the Company'sCompany’s executive officers and directors and any stock compensation to be provided to all employees.employees and directors.  The Compensation Committee currently consists of directors Schaufeld (chairman), Borland, Carroll and Dockery, each of whom is an independent director.  In 2015,2021, the Compensation Committee consisted of directors Borland, Dvoranchik (chairman), and Harris.met four times.  Mr. Dockery joined the committee on January 19, 2022.  The Compensation Committee met two times during the year 2015.  On March 29, 2016, Mr. Marino became the chairman of the Compensation Committee. The Board of Directors has adopted a Compensation Committee charter which is available on the Company'sCompany’s website at www.telos.comwww.telos.com..

The Board of Directors has adopted a Management Development and Compensation Committee charter, which is available on the Company's website at www.telos.com.

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Neitherengaged Lockton Companies, LLC (“Lockton”) as an independent executive compensation advisor.  Lockton advises the Compensation Committee noron matters relating to benchmarking compensation and designing appropriate compensation programs for our officers and directors.  As part of its consultation with the Compensation Committee, Lockton assists the committee with the selection of an appropriate peer group of companies to use for comparison and benchmarking purposes.  The Compensation Committee has direct access to Lockton and control over its engagement, although our executive management, engaged aunder the direction of the committee, interacts with Lockton for the purpose of facilitating the flow of information between the committee and Lockton and assisting the committee in its work.  The Compensation Committee has determined that the work of Lockton and its employees as compensation consultant in 2015consultants to provide advice or recommendations on the amount or formcommittee has not created any conflict of executive or director compensation.interest.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee (the "Nominating Committee"“Nominating Committee”) was established to make recommendations regarding Board nominations and to monitor the implementation of corporate governance rules and regulations.  The Nominating Committee currently consists of directors Borland (chairman), Mahan, Marino, Tuttle,Carroll and Wood.  In 2015, theDockery, each of whom is an independent director.  The Nominating Committee did not meetacted two times through unanimous consent in person and acted once by unanimous written consent without a meeting.2021.  The Board of Directors has adopted a Nominating Committee met in January 2022 to review the nominations of Mr. Dockery and Mr. Jacobs.  Mr. Dockery joined the committee after his appointment to the Board on January 19, 2022.  The Nominating Committee charter which is available on the Company'sCompany’s website at www.telos.com.

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Board of Directors Nomination Process

The Nominating Committee identifies potential candidates for first-time nomination as a director by using a variety of sources such as recommendations from the Company'sour management, current Board members, stockholders, and contacts in organizations served by the Company.  Stockholders may nominate potential candidates by following the procedure set forth in the Company'sCompany’s Bylaws.  This process provides that, in order for nominations or other business to be properly brought before an annual meeting of stockholders by a stockholder, the stockholder must deliver written notice to the Company'sCompany’s secretary at the Company'sour principal executive offices not less than sixty (60) days nor more than ninety (90) days prior to the first anniversary of the preceding year'syear’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than thirty (30) days or delayed by more than sixty (60) days from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made.  The Nominating Committee will consider any director nominees submitted by stockholders in accordance with these procedures.

The Nominating Committee then conducts an initial review of the potential candidate'scandidate’s background, including whether he/shethe individual meets the minimum qualifications for Board members; whether the individual would be considered independent under the standards adopted by the Company and SECNASDAQ rules; and whether the individual would meet any additional requirements imposed by law or regulation on members of the Audit and/or Compensation Committees of the Board. Among the requirements potential candidates should meet are the following: U.S. citizenship; eligibility for security clearance at a top secret level; ten (10) years of corporate or related business experience, preferably having served on the board of directors of a corporation; and familiarity with government contracts, the defense industry, and information technology and security. The Company believes that the Board should reflect a diversity of backgrounds and expertise. The Nominating Committee takes into account diversity considerations in determining nominees for directors and planning for director succession and believes that, as a group, the current directors and nominees bring a diverse range of perspectives to the Board’s deliberations.  The evaluation process of a potential candidate'scandidate’s background will not be treated differently whether or not he/shethe individual was nominated by a stockholder, except for nominations received from holders of Public Preferred Stock, which are not subject to the Company's nomination process.stockholder.

If the initial candidate review is satisfactory, the Nominating Committee will arrange an introductory meeting with the candidate and the committee'scommittee’s chairman, the Company'sCompany’s CEO, or other directors to determine the potential candidate'scandidate’s interest in serving on the Board.  If the candidate is interested in serving on the Board and the Nominating Committee recommends further consideration, a comprehensive interview will follow, conducted by the Nominating Committee, the CEO, other members of the Board, and in some cases, key Company executives, follows.executives.  Upon successful conclusion of the review process, the Nominating Committee will present the candidate'scandidate’s name to the Board of Directors for nomination as a director and inclusion in the Company'sCompany’s Proxy Statement.

Stockholder Communications with Board of Directors

Stockholders wishing to communicate with the Board of Directors should send the communication by mail to the office of the Corporate Secretary (19886 Ashburn Road, Ashburn, VA 20147) who will forward such communication to the appropriate committee of the Board of Directors or to the individual director.  There have been no changes in the procedures by which stockholders may recommend nominees to the Company's boardour Board of directors.Directors.
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Certain Relationships and Related Transactions

Our policies and practices with respect to related person transactions were adopted on October 25, 2007 and amended on May 14, 2021, and are available on our website at www.telos.com.  Generally, any transaction between Telosthe Company and a related partyperson in which the aggregate amount exceeds $120,000 is reviewed and approved by the Audit Committee and subject to the ratification and approval of the Board of Directors.Committee.  For purposes of this policy, a related person is any director or executive officer of Telos, any nominee for director, any holder of 5% or more of the Company'sCompany’s voting securities, any immediate family members of the foregoing persons, and any firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has 10% or greater beneficial ownership interest.

Mr. Emmett Wood, the brother of ourthe Chairman and CEO, has been an employee of the Company since 1996 and currently holds the position of Executive Vice President, Marketing & Strategy.  The amounts paid toearned by Mr. Emmett Wood as total compensation, including stock awards and other benefits, for 2015, 2014,2021, 2020 and 2013,2019 were $305,346, $445,550,$4,158,522, $1,079,297 and $344,335,$616,603, respectively.  The Company and Mr. Emmett Wood entered into an Amended Employment Agreement on May 13, 2013.  This agreement is substantially similar to the employment agreements between the Company and Mr. Williams, Mr. WrightMessrs. Malloy and Ms. Nakazawa,Griffin, also described under the caption "Executive“Executive Officer Employment Agreements"Agreements” beginning on page 19.  As of December 31, 2021, Mr. Emmett Wood owned 650,000 shares and 50,00082,599 shares of the Company's Class ACompany’s Common Stock, and Class Bof which 9,037 shares of Common Stock respectively, as of December 31, 2015.

On March 31, 2015, the Company entered into Subordinated Loan Agreements and Subordinated Promissory Notes ("Notes") with affiliates of Mr. John R. C. Porter (referred to collectively as "Porter").  Mr. Porter and Toxford Corporation, of which Mr. Porter is the sole shareholder, own 39.3% of our Class A Common Stock.  Under the terms of the Notes, Porter loaned the Company $2,500,000 on or about March 31, 2015.  Telos also entered into a Subordination and Intercreditor Agreement with Porter and Wells Fargo Capital Finance, LLC ("Wells Fargo"), in which the Notes are fully subordinated to the Wells Fargo senior credit facility and payments under the Notes are permitted only if certain conditions specified by Wells Fargo are met.  According to the terms of the Notes, the outstanding principal sum would bear interest at the fixed rate of twelve percent (12%) per annum which would be payable in arrears in cash on the 20th day of each May, August, November and February, with the first interest payment date on August 20, 2015.  The Notes do not callheld for amortization payments and are unsecured.  The unpaid principal, together with interest, is due and payable in full on July 1, 2017.  The Notes, in whole or in part, may be repaid at any time without premium or penalty. The outstanding principal sum under the Notes, as of December 31, 2015, was $2,500,000, and the Company accrued $229,000 of interest to the Porter Notes in 2015.

Legal Proceedings With 10% Beneficial Owner of the Company's Stock and With Directors

Costa Brava Partnership III, L.P.

As previously reported, on October 17, 2005, Costa Brava Partnership III, L.P. ("Costa Brava"), a holder of Public Preferred Stock, instituted litigation against the Company and certain past and present directors and officershis benefit in the Circuit Court for Baltimore City, Maryland (the "Circuit Court"). A second holder of the Company's Public Preferred Stock, Wynnefield Small Cap Value, L.P. ("Wynnefield"), subsequently intervened as a co-Plaintiff (Costa Brava and Wynnefield are hereinafter referred to as "Plaintiffs"). On February 27, 2007, Plaintiffs added, as an additional defendant, Mr. John R. C. Porter, a holder of the Company's common stock.

In the litigation, Plaintiffs allege, among other things, that the Company and its officers and directors engaged in tactics to avoid paying dividends on the Public Preferred Stock, that the Company made improper bonus payments or awards to officers and directors, that certain former and present officers and directors breached legal duties or the standard of care that they owed the Company, that the Company improperly paid consulting fees to and engaged in loan transactions with Mr. Porter, that the Company failed to improve on the Company's purported insolvency, that the Company failed to redeem the Public Preferred Stock as allegedly required by the Company's charter, and shareholder oppression against Mr. Porter.

On December 22, 2005, the Company's Board of Directors established a special litigation committee ("Special Litigation Committee"), composed of certain independent directors, to review and evaluate the matters raised in the litigation. On July 20, 2007, the Special Litigation Committee, in its final report, concluded that the available evidence did not support Plaintiffs' derivative claims and that it was not in the best interests of the Company to pursue such claims in the litigation. On August 24, 2007, the Company moved to dismiss Plaintiffs' derivative claims based upon the report and to dismiss all remaining claims for failure to state a claim. Following an evidentiary hearing, the Circuit Court dismissed all derivative claims based upon the recommendation of the Special Litigation Committee on January 7, 2008.Company’s 401(k) Shared Savings Plan.

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On February 12, 2008, the Plaintiffs filed a Third Amended Complaint that included both new counts and previously dismissed counts. The Company moved8, 2021, we hired Ms. Donna Hill, as Director, Human Resources, to dismiss or strike the Third Amended Complaint and, on April 15, 2008, the Circuit Court issued an order dismissing with prejudice all counts in the Third Amended Complaint that were not previously disposed of by motion or stipulation. On December 2, 2008, the Company filed a motion for voluntary dismissal of its counterclaim against Plaintiffs (for their interference with the Company's relationship with Wells Fargo) without prejudice. The Circuit Court granted that motion, over Plaintiffs' opposition, on January 23, 2009.

Following Plaintiffs' appeal of the dismissal of their derivative claims and shareholder oppression claim, on September 7, 2012, the Court of Special Appeals of Maryland ruled that the Circuit Court applied an incorrect standard of reviewreport directly to evaluate the conclusions of the Special Litigation Committee. The Court of Special Appeals held that the Circuit Court's dismissal of a shareholder oppression claim (asserted against Mr. Porter) raised an issue of first impression under Maryland law and required further briefing in the Circuit Court. The Court of Special Appeals vacated the decision of the Circuit Court that had been appealed, and remanded the case for further consideration and proceedings.

On October 24, 2012, the Company filed a petition for writ of certiorari in the Court of Appeals of Maryland, which was denied on January 22, 2013.

On remand, the Circuit Court held a status and scheduling conference on July 26, 2013, as a result of which the Circuit Court issued a memorandum to counsel setting a briefing schedule to address the motion filed by the Company and other defendants to dismiss or otherwise dispose of the derivative claims as a result of the findings of the Special Litigation Committee in its final report of July 20, 2007.  On November 1, 2013, the Defendants filed a Motion to Dismiss the derivative claims under the standard of review dictated by the opinion of the Court of Special Appeals.  Plaintiffs filed their Opposition to the Motion on December 23, 2013, and Defendants filed their Reply on January 23, 2014.  A hearing on the Motion to Dismiss was held on April 24, 2014 in the Circuit Court.  No decision has been rendered on the Company's Motion to Dismiss or otherwise dispose of the derivative claims, and the matter remains pending.

On September 17, 2013, the Plaintiffs filed a request for an entry of an order for default as to Mr. Porter, which was denied by the Circuit Court on November 8, 2013.  Mr. Porter ultimately filed a motion to dismiss the claim against him on May 13, 2014, raising multiple grounds.  No decision has been rendered on Mr. Porter's motion to dismiss, and the matter remains pending.

As of December 31, 2015, Costa Brava and Wynnefield own 12.7% and 17.3%, respectively, of the outstanding Public Preferred Stock.

No material developments occurred in this litigation in 2015.

At this stage of the litigation, it is impossible to reasonably determine the degree of probability related to Plaintiffs' success in relation to any of their assertions in the litigation. Although there can be no assurance as to the ultimate outcome of the case, the Company and its present and former officers and directors strenuously deny Plaintiffs' allegations and continue to vigorously defend the matter and oppose all relief sought by Plaintiffs.

Hamot et al. v. Telos Corporation
As previously reported, since August 2, 2007, Messrs. Seth W. Hamot and Andrew R. Siegel, principals of Costa Brava Partnership III L.P. ("Costa Brava") and Class D DirectorsMs. Nakazawa, CFO of the Company ("Class D Directors"),at the time.  She now reports directly to Mr. John Wood, the CEO.  Ms. Hill is the sister of Mr. Edward Williams, COO of the Company until November 2021, and her annual salary is in excess of $120,000 per year.  Ms. Hill has over 20 years of experience in recruiting and human resources, with over 15 years in a management role.  Mr. Williams played no role, directly or indirectly, in the hiring determination.  Consistent with the related person transaction policy, this hiring was reviewed by Mr. Wright, General Counsel at that time, and the Audit Committee, which found the transaction to have been involved in litigation againstconducted at arms-length and the terms to be fair and reasonable, and was reported to the Board of Directors.

General Maluda, through his entity, JK Maluda LLC, and the Company in the Circuit Court for Baltimore City, Maryland (the "Circuit Court"). The Class D Directors initially alleged thatare parties to a consulting agreement under which General Maluda provides certain documents and records had not been promptly providedconsulting services to them and were necessary to fulfill their duties as directors of the Company.  Subsequently,Under the Class D Directors further alleged that the Company had failed to follow certain provisions concerning the noticingagreement, in 2021 JK Maluda LLC received $23,500 per month, for a total of Board committee meetings and the recording of Board meeting minutes and, additionally, that Mr. Wood's service as both CEO and Chairman of the Board was improper and impermissible under the Company's Bylaws.  The Class D Directors did not seek damages in connection with their books and records claims.
By way of preliminary injunctions entered on August 28, 2007 and September 24, 2007, the Circuit Court ordered that the Class D Directors are entitled to documents in response to reasonable requests for information pertinent and necessary to perform their duties as members of the Board but, in light of the Costa Brava shareholder litigation, the Company is entitled to designate certain documents as "confidential" or "highly confidential" and to withhold certain documents from the Class D Directors based upon the attorney work product doctrine or attorney-client privilege. Pursuant to the preliminary injunctions, the Class D Directors are also entitled to receive written responses to requests for Board of Directors or Board committee minutes within seven days of any such requests and copies of such minutes within fifteen days of any such requests, as well as written responses to all other requests for information and/or documents related to their duties as directors within seven days of such requests, and all Board of Directors appropriate information and/or documents within thirty days of any such requests.
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 On April 23, 2008, the Company filed a counterclaim against the Class D Directors for money damages and preliminary and injunctive relief based upon the Class D Directors' interference with, and improper influence of, the Company's independent auditors regarding, among other things, a specific accounting treatment. On June 27, 2008, the Circuit Court granted the Company's motion for preliminary injunction and enjoined the Class D Directors from contacting the Company's auditors until the completion of the Company's Form 10-K for the preceding year. This preliminary injunction expired by its own terms and an appeal from that order was held to be moot by the Court of Special Appeals of Maryland.$282,000.

On April 12, 2010, the Class D Directors filed a motion for the advancement of legal fees and expenses incurred in defense of the Company's counterclaim. On November 3, 2011, the Circuit Court denied the Plaintiffs' motion, as well as the Plaintiffs' motion for partial summary judgment and request for attorneys' fees. On May 21, 2012, the Circuit Court denied Plaintiffs' motion for reconsideration of the same.

Trial on both the Class D Directors' books and records claims and the Company's counterclaims for damages related to the auditor interference commenced on July 5, 2013, and continued on several days in July 2013.  The evidentiary portion of the trial concluded on August 1, 2013, and post-trial briefing concluded on September 16, 2013.  The court decision on these matters is still pending and no material developments occurred in this litigation in 2015.

At this stage of the litigation it is impossible to reasonably determine the degree of probability related to the Class D Directors' success in any of their assertions and claims, or whether such success would entitle them to monetary relief, although the Company notes that Class D Directors did not seek damages as a part of their books and records claim. Although there can be no assurance as to the ultimate outcome of these proceedings, the Company and its officers and directors strenuously deny the Class D Directors' claims, and will vigorously defend the matter, and continue to oppose the relief sought.






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Report of the Audit Committee

The Audit Committee oversees the Company'sCompany’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited financial statements for the fiscal year ended December 31, 2015,2021, including the quality and acceptability of accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements included in the Company'sCompany’s Annual Report on Form 10-K.

The Audit Committee discussed with the independent registered public accounting firm, who is responsible for expressing an opinion on conformity of those audited financial statements with U.S. generally accepted accounting principles, the firm'sfirm’s judgment as to the quality and acceptability of the Company'sCompany’s accounting principles and such other matters as are required to be discussed with the independent registered public accounting firm under the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB"(“PCAOB”) Auditing Standards No. 16 (Communications with Audit Committees).and the SEC.  In addition, the Audit Committee discussed with the independent registered public accounting firm the firm'sfirm’s independence from management and the Company and received the written disclosures and the letter from the independent accountant required by applicable requirements of the PCAOB regarding the independent accountant'saccountant’s communications with the Audit Committee concerning independence.  The Audit Committee also considered whether the provision of non-audit related services by the independent registered public accounting firm was compatible with maintaining the firm'sfirm’s independence and found it to be acceptable.

In reliance on the reviews and discussions referred to above, the Committee  recommended to the Board of Directors that the audited financial statements be included in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 20152021 for filing with the Securities and Exchange Commission.SEC.

Bernard C. Bailey, Chairman
Charles S. Mahan, Jr.Bonnie L. Carroll
 Bradley W. Jacobs
Fredrick D. Schaufeld


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Compensation of Executive Officers and Directors

Compensation Discussion and Analysis

Compensation Philosophy and Objectives

The Management Development and Compensation Committee ("(“Compensation Committee"Committee”), which is primarily responsible for the development, execution and adherence to our compensation philosophy,philosophy.  In anticipation of the initial public offering of our common stock, on November 5, 2020, the Compensation Committee implemented a new compensation philosophyplan for the senior officers for calendar year 2021, which was reviewed and approved by the Board of Directors on November 8, 2020. At that time, the senior officer team consisted of eleven (11) officers (“senior officers”), including the named executive officers – Mr. John Wood, Mr. Williams, Mr. Wright, Mr. Malloy and Ms. Nakazawa. Due to changes in 2014 that remainedpersonnel and organizational restructuring in effect during 2015.  2021, the named executive officers in this Proxy Statement are: Mr. John Wood, Ms. Nakazawa, Mr. Bendza, Mr. Williams, Mr. Wright, Mr. Malloy and Mr. Griffin.

This compensation program is designed to fully align with and support the achievement of our business and financial goals.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.

TheWe are a high-performance, results-driven organization made up of talented people. In general, our compensation system is designed to engage, motivate and challenge our employees to continuously develop to meet their full potential, to align their individual efforts to our business and strategic objectives, and to reward our employees for contributions to the achievement of those objectives. More specifically, the primary objectives of the compensation program are:
To attract, motivate, engage and retain highly talented and results-oriented key employees;

·To attract and retain highly talented and results-oriented key employees;
·To secure the future performance of services of those employees;
·To encourage key employees to put forth maximum efforts for both the short-term and long-term success of the Company;
·To drive achievement of the Company's long-term growth and profitability objectives;
·To reward performance; and
·To achieve increased stockholder value.

To encourage key employees to put forth maximum efforts for both our short-term and long-term success;

To drive achievement of our long-term growth, profitability and other objectives;

To reward performance; and

To drive increased stockholder value.
The individual components of the 2021 compensation program (base— consisting of base salary, annual incentive cash compensation or bonus (which we now call the Annual Incentive Plan (or “AIP”)), equity incentive compensation (called the Long Term Incentive Plan or “LTIP”), and perquisites)perquisites — are designed to meet these objectives and together are intended to be competitive in the marketplace. The overall compensation package is however, based on the following considerations:

·Compensation should consist of fixed and at-risk compensation, with the at-risk compensation encouragingCompensation should consist of a combination of fixed and at-risk compensation, with the at-risk compensation constituting a majority of the total compensation for at least our named executive officers, in order to encourage improved annual and long-term performance.
·Compensation should be a mix of annual and long-term compensation, with the long-term compensation encouraging retention and attainment of long-term performance goals.
·Compensation should be a mix of cash and equity, with cash rewarding achievement of goals and equity encouraging retention and long-term performance.  Additionally, the Compensation Committee continues to believe in equity ownership by the management team to align the interests of management with our long-term corporate performance.
Compensation should be a mix of annual and long-term compensation, with the long-term compensation for at least our named executive officers constituting a majority of the total compensation, in order to encourage retention and attainment of long-term performance goals.
Compensation should be a mix of cash and equity, with cash rewarding achievement of goals and equity encouraging retention and long-term performance aligned with the interests of our stockholders. Additionally, the Compensation Committee continues to believe that equity ownership by the management team aligns the interests of management with our long-term corporate performance intended to drive and enhance stockholder value.

We held our secondfourth advisory vote on executive compensation, commonly referred to as "say“say on pay," at our 20142020 Annual Meeting of Stockholders.  The holders of our Common Stock approved the "say“say on pay"pay” resolution presented at the 20142020 Annual Meeting of Stockholders with 74.3%70.8% of the votes cast to approve the compensation of our named executive officers as disclosed in our proxy statement relating to that annual meeting.  The next advisory vote on executive compensation will take place at the 2023 Annual Meeting.

At the 2017 Annual Meeting of Stockholders.Stockholders, the holders of Common Stock selected three years as the frequency of the say-on-pay vote.  The next vote to determine the frequency of the advisory vote on executive compensation is scheduled to take place at the 2023 Annual Meeting.

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Mr. John Wood has no role in the establishment of his individual compensation. Except as set forth below in the description of the incentive compensation program, the compensation program calls forAIP, Mr. Wood to proposerecommends to the Compensation Committee the compensation for Messrs. Edward Williams, Jefferson Wright, Brendan Malloy and Ms. Nakazawa in 2015.  Then the named executive officers.  The Compensation Committee will reviewreviews these recommendations and, following discussions with Mr. Wood, determinedetermines the appropriate compensation for those executives.  In addition, the compensation plan calls for Mr. Wood to determinedetermines the compensation of the other senior officers in consultation with the Compensation Committee, consistent with the philosophy and objectives described above.

Compensation Consultant

The Compensation Committee has engaged Lockton as an independent executive and director compensation advisor. Lockton reviews materials and advises on matters, such as the selection of companies for peer group comparisons and benchmarking compensation, designing appropriate compensation programs, and consistency of proposals with the compensation philosophy. The Compensation Committee has direct access to Lockton and control over its engagement, although our executive management, at the direction of the Compensation Committee, interacts with Lockton for the purpose of facilitating the flow of information between the Compensation Committee and Lockton and assisting the Compensation Committee in its work.  More specifically, Lockton will assist the Compensation Committee by:
Attending Compensation Committee meetings, with and without management present, for compensation strategy development;
Providing annual peer group development, and review and advise on proposed executive compensation and awards and plan designs;
Providing annual proxy study of named executive officers and independent director pay practices;
Providing equity plan recommendations and annual and long-term incentive plan reviews; and
Providing periodic share dilution and shareholder transfer value analysis.
The Compensation Committee has determined that the work of Lockton and its employees as compensation consultants to the Compensation Committee has not created any conflict of interest.

Peer Group

In the fall of 2020, Lockton conducted an assessment of our named executive officer compensation packages and the compensation paid to certain other senior officers to determine how the total compensation compared to those of our peers and a market median. The market median was comprised of a combination of market compensation data from peer company proxy statements as well as published industry sources utilizing companies that operate in the software and services sector (the “external market”). The following companies, selected because of the nature of their business and their level of revenues (which generally were under $1 billion), were included in the peer group: Fireye, Okta, Inc., Ping Identity Holding Corporation, Proofpoint, Qualys, Inc., Zix Corporation, and ZScaler, Inc. The analysis prepared by Lockton analyzed compensation paid to our named executive officers and other senior officers in 2021, and Lockton provided substantive input to the Compensation Committee with respect to salaries, the AIP and the LTIP.

Lockton also conducted an assessement in early 2021 of compensation to be paid to our directors.  In connection with this assessment, the peer group was further evaluated and expanded, and the following companies were selected for a new peer group because of the nature of their business and their level of revenues:  CrowdStrike Holdings, Inc., LiveRamp Holdings, Inc., Okta, Inc., OneSpan, Inc., Perficient, Inc., Ping Identity Holding Corporation, Qualys, Inc., Rapid7, Inc., Sailpoint Technologies Holdings, Inc., SecureWorks Corp., Tenable Holdings, Inc., Varonis Systems, Inc., Zix Corporation, and Zscaler, Inc. While the data and input provided by Lockton 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.

Base Salary

We provide each of our executive officers and other employees with a base salary to compensate them for services rendered during the fiscal year. The relative levels of base salary for executive officers are designed to reflect each executive officer'sofficer’s professional expertise and scope of responsibility and accountability within the Company, the Company'sour financial performance, and the named executive officer'sofficer’s individual performance. Base salaries generally are generally established at levels sufficient to attract and retain an effective management team when considered in connectiontogether with the performance-based components of our overall compensation program.  In 2015, there were no changes in theThe current annual base salarysalaries of the named executive officers.officers are reflected below:

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Executive Officer
 
Base Salary
 
John B. Wood1
 $600,000 
Edward L. Williams $450,000 
Michele Nakazawa $410,000 
G. Mark Bendza $410,000 
Jefferson V. Wright $385,000 
Brendan D. Malloy $340,000 
Mark D. Griffin $353,750 
Incentive Cash Compensation
1Although the Board approved an increase in Mr. Wood’s annual base salary to $700,000 in November 2020, Mr. Wood voluntarily agreed to adjust his base annual salary to $600,000, starting in January 2021, if the initial public offering of our common stock closed successfuly.  The initial public offering successfully closed on November 23, 2020 and therefore his annual salary was adjusted to $600,000.  However, all calculations of Mr. Wood’s incentive payments for  2021 that are based on base salary (including under the AIP and LTIP) are calculated using a base salary of $700,000.

On March 27, 2014,Annual Incentive Plan

Under the Compensation Committee approved and ratifiedAIP, the Telos Corporation Senior Officer Incentive Program (the "Plan").senior officers, including the named executive officers, are eligible for incentive bonus awards.  The purpose of the PlanAIP is to grant cash bonus awards to certainprovide each of our key senior officers which includes our named executive officers, in orderthe opportunity annually to provide eligible officers withearn a bonus award as an incentive to put forth maximum efforts for both theour short-term and long-term success of the Company and to drive achievement of our long-term growth and profitability objectives. The 2015 awards under the Plan provided eligible participants the opportunity to earn an incentive awardAIP is based upon the Company achieving a defined amount of enterprise target EBITDA for the year and achievement of management business objectives establishedone or more financial performance targets as determined by the Compensation Committee (the "MBO Bonus") andon an incentive award based upon achievement of our three-year strategic growth plan (the "Strategic Growth Bonus").  The Plan consists of elements for both short-term and long-term goals, as well as short-term and long-term incentives.  The 2015 awards required that the Company achieve an enterprise target EBITDA performance goal before the payment of any incentive compensationannual basis.  Awards under the MBO Bonus Plan. OnceAIP are an integral component of compensation that link and reinforce executive decision-making and performance with the Company achieves the enterprise target EBITDA performance goal for the applicable year, the Compensation Committee would have evaluated other factors to determine the incentive compensation.  Under the Plan, 60% would have been payable in lump sum in early 2016.  The remaining 40% would have been payable in equal installments (without interest) on the last day of eachannual objectives of the eight calendar quarters of 2016 and 2017 unless the employment of such named executive officer is terminated for any reason (other than death or disability) prior to the next scheduled quarterly payment date.Company.  The PlanAIP is administered by the Compensation Committee and determinations by the Compensation Committee are final, conclusive and binding on all parties.  Any sumsThe Compensation Committee has the discretion to determine the appropriate performance targets, the amount of the awards, and the leverage features described below.  The amount of the awards, performance targets, and leverage features generally are established in writing prior to or during the first quarter of each year.

As in the prior year, the 2021 awards provided eligible participants the opportunity to earn an incentive award based on performance factors keyed to achieving a specified level of earnings performance during the 2021 performance period.  As in prior years, assuming achievement of the performance factors, the incentive award is payable underprior to the Planend of the quarter following the end of the performance period.

The allocation of the aggregate bonus amount among the eleven senior officers participating in the AIP for the 2021 performance period is directly related to the objectives contained in our 2021 budget and our long-term strategies.  Although certain senior officers have primary responsibility over the achievement of specific performance goals related to their functional areas of responsibility, the evaluation of each senior officer by the Compensation Committee takes into account the overall achievement of the performance goals related to the Company as a whole as well as achievement of the executive-specific performance goals.  Mr. Wood also takes part in the evaluation of the performance of all the officers, other than himself.  The Compensation Committee believes this approach aligns the interests of the senior officers and emphasizes teamwork, which is consistent with our core values.

On November 5, 2020, the Compensation Committee approved, and, on November 8, 2020, the Board reviewed and approved, the AIP applicable for 2021. The Compensation Committee selected an earnings target based on the Company achieving Adjusted EBITDA of $33.8 million during 2021. We define Adjusted EBITDA as net income (loss), adjusted for interest expense, loss on extinguishment of debt, (benefit) provision for income taxes, depreciation and amortization, stock-based compensation expense, acquisition-related expense, and other (income) expense, net. For purposes of the AIP, the Compensation Committee has the authority to exclude non-recurring, irregular and one-time items when determining Adjusted EBITDA.

The amounts of the potential AIP awards to the senior executives range from 40% to a maximum of 100% of the annual salaries of the various senior executives (with the CEO set at 100% of his annual salary and all other senior officers set at lower percentages of each of their salaries), subject to leveraging in accordance with an AIP Award Leverage Schedule. The amount of leverage ranges from a low of 0% (in the event performance falls below 100% of the performance target), in which case no AIP award would be earned, to a high of 200% (in the event performance is achieved equal to or higher than 120% of the performance target), with the performance at target set to a leverage amount of 100% of the senior officer’s potential AIP award. The performance targets are subject to equitable adjustment, in the Company having sufficient cash and liquidity to pay the bonuses.

For 2015,discretion of the Compensation Committee, establishedin the event of significant transactions such as corporate acquisitions or dispositions.

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The AIP and the annual cash incentives potentially payable under it for our senior officers are generally competitive with similar annual incentive compensation earned by senior executives at our peer companies, as evaluated by Lockton and reported to the Compensation Committee.

We achieved Adjusted EBITDA of $24.4 million in 2021.  The Compensation Committee determined that the Company’s performance did not achieve the 2021 AIP target.  As a total bonus pool of $7 millionresult, the Compensation Committee did not award any bonuses to the senior officers under the AIP for the MBO Bonus and2021 performance period.

We continued to offer in 2021 a pre-existingseparate bonus plan for other employees who are not participants in the Plan.AIP.  This amount is the same as the budgeted bonus pool of 2014.  The MBO Bonus budgeted amount did not change from 2014 and was approximately $4 million.  The $3 million bonus pool, payable quarterly,plan awards division business line management and general and administrative senior managers and their respective employees based on achievement of quarterly targets.  The 2015 annual bonus targets for Messrs. John Wood, Williams, Wright, Malloy and Ms. Nakazawa were: $1,100,000, $550,000, $425,000, $330,000, and $425,000.  In setting these targets,For 2021, the Compensation Committee took into account each officer's role and contribution toleft the Company's performance, internal equity,aggregate bonus pool of $3 million for this bonus plan unchanged from the amounts of the annual bonuses paid to the officer in prior years, and, in the case of officers other than Mr. John Wood, the recommendations of Mr. John Wood.year.

The performance goals established under theLong-Term Incentive Plan for the MBO Bonus for the 2015 performance period are directly related to the objectives contained in our 2015 budget and our long-term strategic plan. The performance goals based on the strategic plan vary according to business unit, business circumstances, and business function. Although certain executive officers have primary responsibility over the achievement of specific performance goals, the evaluation of each executive officer by the Compensation Committee partially takes into account the overall achievement of all of the performance goals. The Compensation Committee believes this approach aligns the interests of the executive officers and emphasizes teamwork, which is consistent with the Company's core values.  Examples of specific performance goals based on the strategic plan include, but are not limited to, the following:

·Establish a formal process for gathering ideas and spurring innovation throughout the company.
·Expand portfolio of categorized intellectual property.
·Ensure that the product management function throughout Telos is continually creating/updating market and competitive analysis.
·Attainment of certain business development goals.
·Create plan to support 160 new jobs in Ashburn facility over next three years.
·Establish and manage process and resource for uncovering new technology opportunities.
·Update and maintain an employee skills database.
·Implement plan for building revitalization.
·Enhance internal communications.
·Review and enhance recruiting and hiring process.
·Ensure that risk management is institutionalized in all Telos policies, practices, and processes

The Compensation Committee established an annual enterprise EBITDA target of $4.6 million for the 2015 awards, and the Company failed to achieve this enterprise EBITDA target in 2015.  As a result, none of the named executive officers received an MBO Bonus under the Plan for 2015.
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The Plan also includes a target Strategic Growth Bonus component for participants.  During 2015, each of the named executive officers were granted the opportunity to receive a Strategic Growth Bonus for the performance period beginning January 1, 2015, and ending December 31, 2017, which replaced the opportunity to receive a Strategic Growth Bonus granted in 2014 for the performance period beginning January 1, 2014 through December 31, 2017. The amount of each award if earned is two and one-half times the amount of each participant's 2015 MBO Bonus target amount, and the participant's entitlement to payment of the target amount will be based upon successful achievement by the Company of a three-year aggregate EBITDA goal of $60 million during the performance period before taking into account the payment of the Strategic Growth Bonuses.  All Strategic Growth Bonuses are payable within two and one-half months following the end of the three-year performance period.  If a participant's employment with the Company terminates for any reason (other than death or disability) prior to the last day of the three-year performance period, the participant's right to payment of a Strategic Growth Bonus for the performance period will be forfeited in its entirety.  Upon the termination of a participant's employment by reason of death or disability, the participant will forfeit as of the termination of employment a portion of the Strategic Growth Bonus equal to the amount of the Strategic Growth Bonus initially granted to the participant for that performance period multiplied by a fraction, (i) the numerator of which will be the number of full calendar months from the date of the participant's cessation of employment to the end of the performance period, and the denominator of which will be the number of months representing the entire performance period (provided that the Compensation Committee is authorized to declare that a lesser percentage of the Strategic Growth Bonus will be forfeited).  With respect to the portion of the Strategic Growth Bonus that is not so forfeited, the performance period will continue and the remaining percentage of the Strategic Growth Bonus that is earned or forfeited will be determined based upon the extent to which the applicable performance goals for such performance period have been achieved or exceeded.  In the case of a change in control of the Company, all performance periods will be deemed to have ended as of the end of the most recent quarterly accounting period prior to the date of the change in control, all performance goals necessary to earn the maximum bonus for each performance period will be deemed to have been achieved, and the full maximum bonus will be paid to a participant of his designated beneficiary, if applicable, in a single-sum payment on the date of the change in control.

As disclosed in the Company's proxy statement for the 2015 Annual Meeting of Stockholders, each of the named executive officers achieved the performance goals for each of their respective MBO Bonus awards for the first three quarters of 2014. As a result, each of the named executive officers were paid 60% of the quarterly payments during the first three quarters of 2014. The remaining 40% of those amounts are payable to each of the named executive officers in equal installments (without interest) on the last day of each of the eight calendar quarters immediately following 2014 unless the employment of such named executive officer is terminated for any reason (other than death or disability) prior to the next scheduled quarterly payment date. The employment of none of the named executed officers was terminated during 2015. As a result, Messrs. John Wood, Williams, Wright, and Malloy and Ms. Nakazawa earned the following amounts, respectively, of their 2014 MBO Bonus award in 2015: $165,000, $82,500, $63,750, $49,500, and $63,750. The Compensation Committee also awarded a bonus in the amount of $100,000 in 2015 outside of the Plan to Ms. Nakazawa in recognition of Ms. Nakazawa's exceptional performance in 2015. As of the date of this proxy statement, the Company has not paid any of these awards.

Equity Compensation

The Board adopted the Telos Corporation 20132016 Omnibus Long-Term Incentive Plan ("2013 Plan"(“2016 Plan”) on March 28, 2013,August 12, 2016. The 2016 Plan was amended in 2020, and it was subsequentlysuch amendments were approved by the holdersBoard on September 11, 2020 and submitted to and approved by the common stockholders at a meeting held on October 26, 2020. The amendments to the 2016 Plan reserved additional shares of our Class Acommon stock under the 2016 Plan and Class B Common Stock atestablished a new 10-year term for the Annual Meeting on May 13, 2013.  2016 Plan effective October 26, 2020.

The purpose of the 20132016 Plan is to enhance the Company'sour ability to attract, motivate and retain highly qualified employees, and to improve theour business results and earnings of the Company 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.Company, and to align the employees’ interests and efforts with the interests of our stockholders. The 2016 Plan allows for the award of a number of types of equity or equity-based incentives, including stock options, restricted stock, and restricted stock units, among others, and the incentives can be structured to be either time-based or performance-based. 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 amount 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 incent 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 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 Plan and the grant award agreements issued under it provide for clawback of equity awards to the extent permissible by law and the Company’s policy.

No grants were madeFor 2021, the Compensation Committee determined, at a meeting held on November 5, 2020, and our Board reviewed at a meeting on November 8, 2020, that our executive and senior officers will be eligible to receive long-term incentives split equally between two components: restricted stock units with time-based vesting (“RSUs”) and restricted stock units with performance-based vesting (“PSUs”). 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. The time-based RSUs, assuming the continued service of the executive or senior officer, would vest in 2015three annual installments from the date of the award, with 30% vesting on each of the first and second anniversaries and 40% vesting on the third anniversary of the effective date of the grant of the awards. The PSUs, if the performance criteria are satisfied while the executive or senior officer continues in service, would settle in our common stock of the Company. For 2021, the Compensation Committee established a single, aggressive performance criterion equal to appreciation in the per share price of our common stock in an amount equal to 2.5 times the $17.00 price set in the initial public offering, measured at any time during the period from the date of the initial public offering through the end of calendar year 2023. To meet the performance criterion, our common stock must trade (a) at or above that appreciated price for 20 of 30 consecutive trading days or (ii) the weighted average of the price over any 30 day trading period must equal that appreciated price. This performance criterion was selected because it represents an expression by the investing public indicative of our financial performance. The Compensation Committee believes that this performance factor drives the senior officers toward the goals of sustainable quality growth, as measured by the market’s perception of our performance.

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The target amounts of the awards of PSUs to the executive and senior officers range from a potential of 125% to a maximum of 700% of the annual salaries of the various senior executives (with the CEO set at 700% of his annual salary as of the date of the IPO and all other senior officers set at percentages ranging from 125% to 400% each of their salaries). There is no leveraging of the awards in the event of achievement or over-achievement of the target, although upon achievement of the indicated appreciated share price and vesting of the PSUs, the Compensation Committee will grant additional replacement equity awards to our executives and senior officers in an amount to be equitably determined, outside of the normal annual equity award grant cycle.  As a strategy to retain the sevices of key executives into the future, the Compensation Committee also elected to make retention awards to these executives with future vesting dates contingent on continued employment as of the vesting date. On January 28, 2021, the Compensation Committee awarded the following named executive officers the following RSUs and PSUs:

Executive Officer
RSUs1
PSUs
Retention RSU2
John B. Wood144,118144,11850,000
Michele Nakazawa36,17636,17650,000
Edward L. Williams52,94152,94150,000
Jefferson V. Wright33,97133,97150,000
Brendan D. Malloy20,00020,00040,000
Mark D. Griffin30,88230,882 

1Vesting schedule: 30% on Friday, January 21, 2022; 30% on Friday, January 20, 2023; 40% on Friday, January 19, 2024.
2Vesting schedule: 50% on Friday, January 21, 2022; 50% on Friday, January 20, 2023.

On January 28, 2021 and March 29, 2021, the Compensation Committee awarded Mr. Griffin 650,000 and 100,000 restricted stock units, respectively, to reflect his role in the creation of value in Telos ID as reflected in its purchase price in connection with the intitial public offering, and to align his compensation with similarly-situated Company executives.

Mr. Bendza assumed the role of EVP, Chief Financial Officer on July 19, 2021.  He received the following awards:

Date
RSUs
PSUs
Retention RSU
Bonus3
7/19/2021
20,5001
20,500
65,0002
12/23/2021
56,8002
12/23/2021
17,9001
12/23/20219,800

1Vesting schedule: 30% on July 19, 2022; 30% on July 19, 2023; 40% on July 19, 2024.
2Vesting schedule: 50% on July 19, 2022; 50% on July 19, 2023.
3Vesting schedule: 100% on January 31, 2022. This award replaced the bonus payable to Mr. Bendza if he remained employed by the Company through January 31, 2022.

Generally, at the start of the three-year performance cycle, the Compensation Committee sets the percentage of annual salary for each executive or senior officer, the performance criteria as well as the threshold, target and maximum performance levels and corresponding payouts. When establishing these various figures, the Compensation Committee considers, among other things, the position and responsibilities of the executive or senior officer, projected performance of our long-term strategic growth objectives, business outlook, and market growth forecasts. As the goals are established for future performance, outcomes are by definition uncertain. As indicated, for 2021, the vesting criteria for 50% of the long-term incentive for all of our executive or senior officers is performance-based, and the vesting criteria for remaining 50% of such incentives is time-based.

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All of our named executive officers will receive the majority of their compensation from long-term awards, assuming such awards are earned. The highest level of concentration of long-term compensation was set for the CEO and the COO, based on the CEO’s role as the steward of our long-term success and the COO’s responsibility to deliver on our business strategies and meet the targeted financial goals.

We issued equity awards of approximately 3 million shares of our common stock to employees in 2021, which include executive and senior officers (including named executive officers), as well as members of our board of directors, under the 20132016 Plan.

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, home office expenses, and, in certain circumstances, commuting costs.  The Compensation Committee believes that the perquisites are consistent with our overall compensation program.program, although Lockton has advised us that our perquisites in certain respects are below market. No changes to our perquisites are currently contemplated by the Compensation Committee or the senior executive team.   See "All“All Other Compensation"Compensation” of the Summary Compensation Table below for the amounts of the perquisites provided to the named executive officers.

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Executive Officer Employment Agreements

We are a party to employment agreements with the following named executive officers: Mr. John B. Wood, President, CEO, Chairman and Director; Mr. Edward J. Williams,G. Mark Bendza, Executive Vice President, and COO; Ms. Michele Nakazawa, Executive Vice President and CFO; Mr. Jefferson V. Wright, Executive Vice President and General Counsel; and Mr. Brendan D. Malloy, SeniorExecutive Vice President, General Manager, Cyber Operations & Defense.Secure Networks; and Mr. Mark D. Griffin, Executive Vice President, Security Solutions.  All of the agreements provide for payment of a base salary, bonus, eligibility for stock option and restricted stock grants under our stock option and restricted stock 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:

·a lump-sum payment equivalent to the remaining unpaid portion of the executive'sa lump-sum payment equivalent to the remaining unpaid portion of the executive’s salary for the period ending on the date of termination,
·lump-sum payment for all accrued and unused paid time off,
·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
lump-sum payment for all accrued and unused paid time off,
·
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
any other payments or benefits to be provided by us to the executive pursuant to any employee benefit plans or arrangements adopted by the Company (to the extent such benefits are earned and vested or are required by law to be offered) through the date of termination.

In the case of termination of the respective executive'sexecutive’s employment without cause, or due to disability or death, the employment agreements provide for, in addition to the amounts payable under the preceding paragraph:

·a monthly payment equivalent to base salary then in effect over a period of 24 months in the case of Mr. Wood, and 18 months then in effect for Messrs. Williams, Malloy and Wright and Ms. Nakazawa,
a monthly payment equivalent to base salary then in effect over a period of 24 months in the case of Mr. John Wood, 18 months for Messrs. Malloy, and Griffin, and 12 months for Mr. Bendza,
·immediate vesting of the unvested portion of any outstanding stock options and any outstanding shares of restricted stock,
·
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, and 18 months in the case of Messrs. Williams, Malloy and Wright and Ms. Nakazawa,
immediate vesting of the unvested portion of any outstanding stock options and any outstanding shares of restricted stock,
·
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, and 18 months in the case of Messrs. Williams, Malloy and Wright and Ms. Nakazawa, and
·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, and 18 months in the case of Messrs. Williams and Wright, and Ms. Nakazawa.
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. John Wood, 18 months for Messrs. Malloy and Griffin, and 12 months for Mr. Bendza,

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the cash equivalent of the employer matching contribution as if the executive was still a plan participant under our 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. John Wood, 18 months for Messrs. Malloy and Griffin, and 12 months for Mr. Bendza, and
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. John Wood.

Under the agreements, termination by the Company "without cause"“without cause” means involuntary termination at our discretion which is not based on cause, death, or disability. "Cause"“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'sexecutive’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"“disabled” if he or she 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'sexecutive’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“change in control"control” (as defined in the employment agreements)agreements and summarized below) of the Company, for Messsrs. John Wood, Malloy and Griffin, or termination without cause within 12 months of a change in control for Mr. Bendza, 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:

19in the case of Mr. John Wood, (i) the amount of monthly salary that Mr. Wood was being paid as of the date of his termination of employment times 24 months, plus (ii) two times the annual average of the bonuses earned or to be earned for the current year (i.e., the year in which the change of control occurs) and the two prior years; and

·in the case of Mr. Wood, (1) the amount of monthly salary that Mr. Wood was being paid as of the date of his termination of employment times 24 months, plus (2) two times the annual average of the bonuses earned or to be earned for the current year (i.e., the year in which the change of control occurs)in the case of Mr. Bendza, (i)  the amount of monthly salary that such executive was being paid as of the date of his or her termination of employment times 12 months, plus (ii) one times the annual average of the bonuses earned or to be earned for the current year and the two prior years; and the two prior years;
·in the case of Mr. Williams, Mr. Wright and Ms. Nakazawa, (1)  the amount of monthly salary that such executive was being paid as of the date of his or her termination of employment times 18 months, plus (2) one and one-half (1.5) times the annual average of the bonuses earned or to be earned for the current year and the two prior years; and
·in the case of Mr.in the case of Messrs. Malloy and Griffin, the amount of monthly salary that such executive was being paid as of the date of his termination of employment times 18 months.

For purposes of calculating the amounts payable to Messrs. John Wood and Mr. Wood, Mr. Williams, Mr. Wright, and Ms. Nakazawa,Bendza, 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 these payments, 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 in the case offor Messrs. Williams, Wright, and Malloy and Ms. Nakazawa,Griffin and 12 months for Mr. Bendza, 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'sCompany’s 401(k) plan that would otherwise have been contributed on the executive'sexecutive’s behalf, based on certain assumptions, for a period of 24 months, in the case of Mr. John Wood, or 18 months in the case offor Messrs. Williams, Malloy and WrightGriffin and Ms. Nakazawa,12 months for Mr. Bendza, 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, and 18 months in the case of Messrs. Williams, Wright and Ms. Nakazawa.John Wood.

For purposes of the employment agreements, a "change“change in control"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'sCompany’s then outstanding securities during the 12-month period ending on the date of the most recent acquisition of the Company'sCompany’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'sCompany’s assets.  The foregoing lump-sum payments will be made contemporaneously with the consummation of the transaction or the election of directors that constitutes the change in control.

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Other Employment Benefits

We maintain employee benefit and perquisite programs for ourits executive and senior officers and other employees.  We expect to amend the employment agreements for Mr. Malloy and Mr. Griffin this year to align with the benefits offered to other executive vice presidents.  We have no current plans to provide any other additional benefits for ourits executive officers.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"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.  In previous years,Previously we matched one half50% of the first 4% of employee contributions to the Telos Shared Savings Plan up to a maximum of 2% of such employee's eligible yearly base salary.per pay period.  Participant contributions vest immediately, and Company contributions vest at the rate of 20% for each year, with full vesting occurring after completion of five years of service.   In 2015,Starting March 1, 2022, we match 50% of the Company did not provide any matchingfirst 8% of employee contributions to the employee contributions.
Telos Shared Savings Plan per pay period.  The vesting schedule remains the same.  For 2022, we will fund the employer matching contribution in Company stock, with the discretion to fund the match in cash or a combination of both cash and Company stock.  The employer matching contribution for 2022 will be funded during the first quarter of 2023 even though the match will continue to be calculated per pay period.  Even though it will be funded only at the beginning of the following year, employees who terminate prior to the funding date will still receive accrued and vested matching funds prior to the date of the termination of their employment.

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Management Development and Compensation Committee Report

The Management Development and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Submitted by the Management Development and Compensation Committee of the Board,Board.

Robert J. Marino, Chairman
David Borland
Bruce R. Harris
Fredrick D. Schaufeld, Chairman
David Borland
Bonnie L. Carroll
Derrick D. Dockery

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SUMMARY COMPENSATION TABLE

The following table summarizes the compensation earned for the years ended December 31, 2015, 20142021, 2020 and 20132019 by the chief executive officer, chief financial officer, and the three other most highly-compensated executive officers.

Name and Principal Position
Year

Salary


Bonus


Non-Equity Incentive Plan Compensation


Stock Award4


All Other
Compensation6


Total

                    
John B. Wood
2021 
$
604,167
  
$
0
  
$
0
  
$
11,555,141
  
$
37,866
  
$
12,197,174
 
Chairman,
2020  
620,833
   
147,278
  
$
2,413,646
       
61,029
  
$
3,242,786
 
President and CEO
2019  
600,000
   
220,000
   
855,556
       
37,910
   
1,713,466
 
                          
Michele Nakazawa1
2021 
$
410,000
  
$
0
  
$
0
  
$
4,272,295
  
$
12,758
  
$
4,695,053
 
Former Executive
2020  
385,208
   
56,903
   
930,046
       
12,758
   
1,384,915
 
V.P. and CFO
2019  
375,000
   
86,500
   
330,556
       
12,658
   
804,714
 
                          
G. Mark Bendza2
2021 
$
170,833
  
$
0
      
$
4,123,255
  
$
3,255
  
$
4,297,343
 
Executive V.P. and
                         
CFO
                         
                          
Edward L. Williams1
2021 
$
450,000
  
$
0
  
$
0
  
$
5,403,429
  
$
35,058
  
$
5,888,487
 
Former Executive
2020  
403,958
   
73,639
   
1,208,584
       
31,183
   
1,717,364
 
V.P. and COO
2019  
385,000
   
110,000
   
427,778
       
30,621
   
953,399
 
                          
Jefferson V. Wright1
2021 
$
385,000
  
$
0
  
$
0
  
$
4,123,523
  
$
37,375
  
$
4,545,898
 
Former Executive
2020  
360,208
   
56,903
   
930,046
       
48,075
   
1,395,232
 
V.P., Gen’l Counsel
2019  
350,000
   
85,000
   
330,556
       
59,894
   
825,450
 
                          
Brendan D. Malloy
2021 
$
344,584
  
$
5,000
3 
 
$
0
  
$
2,814,600
  
$
6,180
  
$
3,170,364
 
Executive V.P.,
2020  
322,292
   
44,183
   
722,150
       
6,180
   
1,094,805
 
Secure Networks
2019  
315,000
   
66,000
   
256,667
       
5,718
   
643,385
 
                          
Mark G. Griffin2
2021 
$
353,751
  
$
0
  
$
0
  
$
29,507,109
5 
 
$
6,180
  
$
29,867,040
 
Executive V.P.,
                         
Security Solutions
                         
                          
 
 
Name and Principal Position
 
 
Year
 
 
Salary
 
 
Bonus1
Restricted
Stock
Awards2
 
All Other
Compensation3
 
 
Total
       
John B. Wood2015$    600,000$     165,000       $          ----   $      47,534$     812,534
Chairman, President and CEO2014  600,000     495,000    ----     41,410 1,136,410
 2013600,000  400,000       12,000   37,654   1,049,654
       
Michele Nakazawa2015375,000163,750        ----7,264546,014
Executive V.P. and CFO2014375,000191,250----14,493580,743
 2013373,958175,0004,00012,021564,979
       
Edward L. Williams2015385,00082,500        ----23,259490,759
Executive V.P. and COO2014385,000247,500----34,281666,781
 2013385,000210,0004,00034,416633,416
       
Jefferson V. Wright2015350,00063,750        ----52,484466,234
Executive V.P., General Counsel2014350,000191,250----43,394584,644
 2013336,742165,00010,00041,363553,105
       
Brendan D. Malloy2015315,00049,500        ----686365,186
Senior V.P. – Cyber Ops & Defense2014315,000148,500----5,869469,369
 2013315,000135,0002,4804,281456,761
1 As previously reported, Ms. Michele Nakazawa stepped down as Executive Vice President, Chief Financial Officer in July 2021 but continues to assist on an as requested basis on special projects.  Mr. Edward Williams stepped down as Executive Vice President, Chief Operating Officer in November 2021, served briefly in a transitional role, and officially retired on January 31, 2022.  Mr. Jefferson V. Wright stepped down as Executive Vice President, General Counsel, on January 31, 2022 but continued to assist with transition matters through March 31, 2022 and then continues to assist on an as requested basis on special projects through January 31, 2023.

1As disclosed in the Compensation Discussion & Analysis on page 18, the amounts listed for 2014 represent 60% of the amounts awarded under the Telos Corporation Senior Officer Incentive Program in 2014.  The remaining 40% of those amounts are payable to each of the named executive officers in equal installments (without interest) on the last day of each of the eight calendar quarters immediately following 2014 unless the employment of such named executive officer is terminated for any reason (other than death or disability) prior to the next scheduled quarterly payment date.  The employment of none of the named executed officers was terminated during 2015. As a result, Messrs. John Wood, Williams, Wright, and Malloy and Ms. Nakazawa earned the amounts listed in 2015. The amount for Ms. Nakazawa also includes a $100,000 bomus awarded outside of the Plan in recognition of Ms. Nakazawa's exceptional performance in 2015. As of the date of this proxy statement, the Company has not paid any of these amounts listed for 2015.
2 Mr. Bendza and Mr. Griffin are Named Executive Officers for the first time in 2021.
3 For Mr. Malloy, amount represents an anniversary bonus.
4Represents the grant date fair value of the sharesRSUs and PSUs issued under the 2013 Plan in March 2013.our 2016 LTIP.  See assumptions made in the valuation of these awards for financial statement reporting purposes in accordance with ASC 718 "Stock Compensation" in Note 1 - 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, 2015, starting on page 34.2021.
35 Mr. Griffin’s stock award was granted to reflect his role in the creation of value in Telos ID as reflected in its purchase price in connection with the intitial public offering, and to align his compensation with similarly-situated Company executives.
6 Amounts presented consist of the following in 2015:2021:
Name
 
Life Insurance and Long-Term
Disability Premiums
 
 
 
Savings Plan
Company Match
 
 
 
 
Perquisites1
 
 
 
Total All
 Other Compensation
 

Life Insurance and Long-
Term Disability Premiums


401(k) Company
Match


Perquisites1


Total All
Other Compensation

            
John B. Wood$              11,096
      $          0
      $          36,438          $          47,534 
$
21,299
  
$
5,700
  
$
10,867
  
$
37,866
 
    
Michele Nakazawa7,264007,264  
7,058
   
5,700
   
----
   
12,758
 
    
G. Mark Bendza
  
180
   
3,075
   
----
   
3,255
 
Edward L. Williams11,884011,37523,259  
11,678
   
4,975
   
18,405
   
35,058
 
    
Jefferson V. Wright19,730032,75452,484  
19,523
   
5,700
   
12,152
   
37,375
 
    
Brendan D. Malloy68600686  
480
   
5,700
   
----
   
6,180
 
Mark D. Griffin
  
480
   
5,700
   
----
   
6,180
 

22

1Includes reimbursement for golf club membership, home office expenses, and commuting costs.



22

GRANTS OF PLAN-BASED AWARDS

Name
Grant Date
Estimated Future Payouts under
Non-Equity Incentive Plan Awards1
John B. Wood5/13/2015$          2,750,000
Michele Nakazawa5/13/20151,062,500
Edward L. Williams5/13/20151,375,000
Jefferson V. Wright5/13/20151,062,500
Brendan D. Malloy5/13/2015825,000
The following table provides information about the AIP awards and 2016 LTIP stock awards granted to our named executive officers during fiscal year 2021.

Name
Grant Date
 
Estimated Future Payouts under
Non-Equity Incentive Plan Awards
  
Stock Awards (Units)
  
Grant Date Fair Market Value
 
    
Target $
  
Maximum $
       
John B. Wood  
$
700,000
  
$
1,400,000
       

 1/28/2021
          
338,236
  
$
11,555,141
 
Michele Nakazawa   
307,500
   
615,000
         
 1/28/2021
          
122,352
   
4,272,295
 
G. Mark Bendza7/19/2021          
106,000
   
2,756,890
 

 12/23/2021
          
84,500
1 
  
1,366,365
 
Edward L. Williams   
360,000
   
720,000
         

 1/28/2021
          
155,882
   
5,403,429
 
Jefferson V. Wright   
288,750
   
577,500
         

 1/28/2021
          
117,942
   
4,123,523
 
Brendan D. Malloy   
204,000
   
408,000
         

           
80,000
   
2,814,600
 
Mark D. Griffin  1/28/2021  
227,500
   
455,000
         

 1/28/2021
          
711,764
   
25,893,109
 

 3/29/2021
          
100,000
   
3,614,000
 
1Includes 9,800 shares vested on January 31, 2022 at the closing market price of $11.69 per share.

1RepresentsAs described in the amountCompensation Discussion and Analysis on page 16, the Compensation Committee approved AIP awards for the 2021 performance period that are described in the above table as Non-Equity Incentive Plan Awards. The amounts of the Strategic Growth Bonuspotential AIP awards granted to the named executive officers underrange from 40% to a maximum of 100% of the Telos Corporation Senior Officer Incentive Program forannual salaries of the performance period beginning January 1, 2015,various executives (with the CEO set at 100% of his annual salary and ending December 31, 2017 as more fully describedall other senior officers set at lower percentages of each of their salaries), subject to leveraging in the Compensation Discussion & Analysis on pages 17-18.accordance with an AIP Award Leverage Schedule. The amount of each award if earned is two and one-half timesleverage ranges from a low of 0% (in the amount of each participant's 2015 MBO Bonus target amount, and the participant's entitlement to payment of the target amount will be based upon successful achievement by the Company of a three-year aggregate EBITDA goal of $60 million during theevent performance period before taking into account the payment of the Strategic Growth Bonuses.  All Strategic Growth Bonuses will be paid within two and one-half months following the end of the three-year performance periodAll bonus payments are subject to the Company having sufficient cash and liquidity.  If a participant's employment with the Company terminates for any reason (other than death or disability) prior to the last day of the three-year performance period, the participant's right to payment of a Strategic Growth Bonus for the performance period will be forfeited in its entirety.  Upon the termination of a participant's employment by reason of death or disability, the participant will forfeit as of the termination of employment a portion of the Strategic Growth Bonus equal to the amount of the Strategic Growth Bonus initially granted to the participant for that performance period multiplied by a fraction, (i) the numerator of which will be the number of full calendar months from the date of the participant's cessation of employment to the endfalls below 100% of the performance period, andtarget), in which case no AIP award would be earned, to a high of 200% (in the denominatorevent performance is achieved equal to or higher than 120% of which will be the numberperformance target), with the performance at target set to a leverage amount of months representing100% of the entirenamed executive officer’s potential AIP award.

The Compensation Committee selected an earnings target based on the Company achieving Adjusted EBITDA of $33.8 million during 2021. We achieved Adjusted EBITDA of $24.4 million in 2021.  The Compensation Committee determined that the Company’s performance period (provided thatdid not achieve the 2021 AIP target.  As a result, the Compensation Committee is authorized to declare that a lesser percentage of the Strategic Growth Bonus will be forfeited).  With respectdid not award any bonuses to the portion ofsenior officers under the Strategic Growth Bonus that is not so forfeited,AIP for the 2021 performance period will continue and the remaining percentage of the Strategic Growth Bonus that is earned or forfeited will be determined based upon the extent to which the applicable performance goals for such performance period have been achieved or exceeded.  In the case of a change in control of the Company, all performance periods will be deemed to have ended as of the end of the most recent quarterly accounting period prior to the date of the change in control, all performance goals necessary to earn the maximum bonus for each performance period will be deemed to have been achieved, and the full maximum bonus will be paid to a participant of his designated beneficiary, if applicable, in a single-sum payment on the date of the change in control.period.


23

The following table sets forth certain information regarding outstanding equity awards as of December 31, 2015 for the Company's named executive officers:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

STOCK AWARDSThe following table sets forth certain information regarding outstanding equity awards as of December 31, 2021 for the Company’s named executive officers:

23
Name
Number of Shares or Units of
Stock That Have Not Vested1
Market Value of Shares or Units of
Stock That Have Not Vested1
John B. Wood
300,000
     $          3,000
Michele Nakazawa
100,000
1,000
Edward L. Williams
100,000
1,000
Jefferson V. Wright
250,000
2,500
Brendan D. Malloy
62,000
620

Name

Unvested Units as of 12/31/2021


Fair Market Value

       
John B. Wood  
338,236
  
$
11,555,141
 
Michele Nakazawa  
122,352
   
4,272,295
 
G. Mark Bendza  
190,500
   
4,123,255
 
Edward L. Williams  
155,882
   
5,403,429
 
Jefferson V. Wright  
117,942
   
4,123,523
 
Brendan D. Malloy  
80,000
   
2,814,600
 
Mark D. Griffin  
711,764
   
25,893,109
 

1Represents shares of restricted stock granted on March 28, 2013 under the 2013 Plan. The shares vest in four equal installments. The first installment vested on the grant date, with each subsequent installment vesting on the first, second, and third anniversaries of the grant date. No public market exists for our Class A Common Stock. The value of our Class A Common Stock presented in the table was determined by the Compensation Committee in March 2013 based on available information that is material to the value of our Class A Common Stock, including a third party valuation report, the lack of a public market in our Class A Common Stock, the principal amount of our indebtedness, our obligations to the holders of our preferred stock, our actual and projected financial results, and fluctuations in the market value of comparable publicly traded companies in our industry.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 2015:2021:

Name

Units Vested


Value Realized1
 
   
   
John B. Wood  
0
  
$
0
 
Michele Nakazawa  
0
   
0
 
G. Mark Bendza  
0
   
0
 
Edward L. Williams  
0
   
0
 
Jefferson V. Wright  
0
   
0
 
Brendan D. Malloy  
0
   
0
 
Mark D. Griffin  
100,000
   
3,464,000
 
STOCK VESTED

 
Name
Number of Shares
Acquired on Vesting
Value Realized on
Vesting1
   
John B. Wood300,000      $          3,000
   
Michele Nakazawa100,0001,000
   
Edward L. Williams100,0001,000
   
Jefferson V. Wright250,0002,500
��  
Brendan D. Malloy62,000620

1No publicBased on the closing market exists for our Class A Common Stock.  The valueprice of our Class A Common Stock presented in the table was determined by the Compensation Committee in March 2013 based$34.64 per share vested on available information that is material to the value of our Class A Common Stock, including a third party valuation report, the lack of a public market in our Class A Common Stock, the principal amount of our indebtedness, our obligations to the holders of our preferred stock, our actual and projected financial results, and fluctuations in the market value of comparable publicly traded companies in our industry.May 17, 2021.

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.termination or change in control.  The table below summarizes the potential payouts to Messrs. John Wood, Bendza, Williams, Wright, Malloy, Griffin and Ms. Nakazawa for the termination events described above assuming such termination occurred on December 31, 2015,2021, the last business day of the Company'sCompany’s last completed fiscal year.

24

  
Salary Continuation
for 24, 18 or
12 Months
  
Bonuses
to be
Earned
  
Accrued
and Unused Vacation 12/31/21
  
Continuation of Medical/Welfare Benefits for 24,
18 or 12
Months1
  
401(k)
Company
Match for
24, 18 or 12 Months
  Total  
Number
of
Restricted Stock that Would
Vest
 
John B. Wood
                     
Termination without cause
 
$
1,200,000
  
$
0
  
$
80,769
  
$
82,075
  
$
11,400
  
$
1,374,244
   
338,236
 
Termination upon death/disability
  
1,200,000
   
0
   
80,769
   
82,075
   
11,400
   
1,374,244
   
338,236
 
Termination upon change in control
  
1,200,000
   
1,983,098
   
80,769
   
82,075
   
11,400
   
3,357,342
   
338,236
 
Termination for cause
  
0
   
0
   
80,769
   
0
   
0
   
80,769
   
0
 
Voluntary termination
  
0
   
0
   
80,769
   
0
   
0
   
80,769
   
0
 
                             
Michele Nakazawa
                            
Termination without cause
  
615,000
   
0
   
47,308
   
30,494
   
8,550
   
701,352
   
122,352
 
Termination upon death/disability
  
615,000
   
0
   
47,308
   
30,494
   
8,550
   
701,352
   
122,352
 
Termination upon change in control
  
615,000
   
573,398
   
47,308
   
30,494
   
8,550
   
1,274,750
   
122,352
 
Termination for cause
  
0
   
0
   
47,308
   
0
   
0
   
47,308
   
0
 
Voluntary termination
  
0
   
0
   
47,308
   
0
   
0
   
47,308
   
0
 
                             
Mark Bendza
                            
Termination without cause
  
410,000
   
0
   
13,798
   
16,823
   
5,700
   
446,321
   
180,700
 
Termination upon death/disability
  
410,000
   
0
   
13,798
   
16.823
   
5,700
   
446,321
   
180,700
 
Termination after change in control
  
410,000
   
114,562
   
13,798
   
16.823
   
5,700
   
560,883
   
180,700
 
Termination for cause
  
0
   
0
   
13,798
   
0
   
0
   
13,798
   
0
 
Voluntary termination
  
0
   
0
   
13,798
   
0
   
0
   
13,798
   
0
 
                             
Edward L. Williams
                            
Termination without cause
  
675,000
   
0
   
51,923
   
47,125
   
8,550
   
782,598
   
155,882
 
Termination upon death/disability
  
675,000
   
0
   
51,923
   
47,125
   
8,550
   
782,598
   
155,882
 
Termination upon change in control
  
675,000
   
744,542
   
51,923
   
47,125
   
8,550
   
1,527,140
   
155,882
 
Termination for cause
  
0
   
0
   
51,923
   
0
   
0
   
51,923
   
0
 
Voluntary termination
  
0
   
0
   
51,923
   
0
   
0
   
51,923
   
0
 
                             
Jefferson V. Wright
                            
Termination without cause
  
577,500
   
0
   
44,423
   
49,852
   
8,550
   
680,325
   
117,942
 
Termination upon death/disability
  
577,500
   
0
   
44,423
   
49,852
   
8,550
   
680,325
   
117,942
 
Termination upon change in control
  
577,500
   
573,398
   
44,423
   
49,852
   
8,550
   
1,253,723
   
117,942
 
Termination for cause
  
0
   
0
   
44,423
   
0
   
0
   
44,423
   
0
 
Voluntary termination
  
0
   
0
   
44,423
   
0
   
0
   
44,423
   
0
 
                             
Brendan D. Malloy
                            
Termination without cause
  
592,500
   
0
   
30,385
   
30,307
   
8,550
   
661,742
   
80,000
 
Termination upon death/disability
  
592,500
   
0
   
30,385
   
30,307
   
8,550
   
661,742
   
80,000
 
Termination upon change in control
  
592,500
   
0
   
30,385
   
30,307
   
8,550
   
661,742
   
80,000
 
Termination for cause
  
0
   
0
   
30,385
   
0
   
0
   
30,385
   
0
 
Voluntary termination
  
0
   
0
   
30,385
   
0
   
0
   
30,385
   
0
 
                             
Mark Griffin
                            
Termination without cause
  
592,500
   
0
   
30,385
   
30,328
   
8,550
   
661,763
   
711,764
 
Termination upon death/disability
  
592,500
   
0
   
30,385
   
30,328
   
8,550
   
661,763
   
711,764
 
Termination upon change in control
  
592,500
   
0
   
30,385
   
30,328
   
8,550
   
661,763
   
711,764
 
Termination for cause
  
0
   
0
   
30,385
   
0
   
0
   
30,385
   
0
 
Voluntary termination
  
0
   
0
   
30,385
   
0
   
0
   
30,385
   
0
 
 
 
 
 
 
John B. Wood
 
Salary Continuation
for 24 Months
  
Bonuses to
be Earned
  
Accrued and Unused Vacation as of
December 31, 2015
  
Benefits for
24 Months1
  
Cash Equivalent of Company Match to
401(k) for 24 Months
  
Total
  
Number of Shares of Restricted
Stock That Would Vest
 
Termination without cause $1,200,000  $----  $69,231  $56,536  $10,600  $1,336,367   
300,000
 
Termination upon death or disability  
1,200,000
   165,000
3 
  
69,231
   
56,536
   
10,600
   
1,501,367
   
300,000
 
Termination upon change in control  
1,200,000
   
3,621,667
   
69,231
   
56,536
   
10,600
   
4,958,034
   
300,000
 
Termination for cause  ----   ----   69,231   -----   ----   69,231   ---- 
Voluntary termination  ----   ----   69,231   -----   ----   69,231   ---- 


 
 
 
 
Michele Nakazawa
 
Salary Continuation
for 18 Months
  
Bonuses to
be Earned
  
Accrued and Unused Vacation as of
December 31, 2015
  
Benefits for
18 Months1
  
Cash Equivalent of Company Match to
401(k) for 18 Months
  
Total
  Number of Shares of  Restricted Stock That Would Vest 
Termination without cause $562,500  $----  $36,058  $30,040  $7,950  $636,912   
100,000
 
Termination upon death or disability  
562,500
   63,750
3 
  
36,058
   
30,040
   
7,950
   
700,662
   
100,000
 
Termination upon change in control  
562,500
   
1,391,250
   
36,058
   
30,040
   
7,950
   
2,028,162
   
100,000
 
Termination for cause  ----   ----   36,058   -----   ----   36,058   ---- 
Voluntary termination  ----   ----   36,058   -----   ----   36,058   ---- 


 
 
 
Edward L. Williams
 
Salary Continuation
for 18 Months
  
Bonuses to be Earned
  
 
Accrued and Unused Vacation as of
December 31, 2015
  
Benefits for
18 Months1
  
Cash Equivalent of Company Match to
401(k) for 18 Months
  
Total
  
Number of Shares of Restricted
Stock That Would Vest
 
Termination without cause $577,500  $----  $37,019  $44,454  $7,950  $666,923   
100,000
 
Termination upon death or disability  
577,500
   82,500
3 
  
37,019
   
44,454
   
7,950
   
749,423
   
100,000
 
Termination upon change in control  
577,500
   
1,727,500
   
37,019
   
44,454
   
7,950
   
2,394,423
   
100,000
 
Termination for cause  ----   ----   37,019   -----   ----   37,019   ---- 
Voluntary termination  ----   ----   37,019   -----   ----   37,019   ---- 


25

 
 
 
 
Jefferson V. Wright
 
Salary Continuation
for 18 Months
  
Bonuses to
be Earned
  
 
Accrued and Unused Vacation as of
December 31, 2015
  
Benefits for
18 Months1
  
Cash Equivalent of Company Match to
401(k) for 18 Months
  
Total
  
Number of Shares of Restricted
Stock That Would Vest
 
Termination without cause $525,000  $----  $33,654  $56,140  $7,950  $622,744   
250,000
 
Termination upon death or disability  
525,000
   63,750
3 
  
33,654
   
56,140
   
7,950
   
686,494
   
250,000
 
Termination upon change in control  
525,000
   
1,336,250
   
33,654
   
56,140
   
7,950
   
1,958,995
   
250,000
 
Termination for cause  ----   ----   33,654   -----   ----   33,654   ---- 
Voluntary termination  ----   ----   33,654   -----   ----   33,654   ---- 

 
 
 
 
 
Brendan D. Malloy
 
Salary Continuation
for 18 Months
  
Bonuses to
be Earned
  
Accrued and Unused Vacation as of
December 31, 2015
  
Benefits for
18 Months2
  
Cash Equivalent of Company Match to
401(k) for 18 Months
  
Total
  
Number of Shares of Restricted
Stock That Would Vest
 
Termination without cause $472,500  $----  $24,231  $26,749  $7,950  $531,430   
62,000
 
Termination upon death or disability  
472,500
   49,500
3 
  
24,231
   
26,749
   
7,950
  $580,930   
62,000
 
Termination upon change in control  
472,500
   
874,500
   
24,231
   
26,749
   
7,950
   
1,405,930
   
62,000
 
Termination for cause  ----   ----   24,231   -----   ----   24,231   ---- 
Voluntary termination  ----   ----   24,231   -----   ----   24,231   ---- 
1CashFor Messrs. Wood, Williams and Wright, and Ms. Nakazawa, 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 Executive Life Policy, in which the executive is the holder of the policy.
2Cash  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.
3Represents unpaid deferred payments
25

2021 CEO Pay Ratio

As of December 31, 2021, Telos and its consolidated subsidiaries together had approximately 849 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, 2021, which is within the last three months of our last completed fiscal year.

To identify the employee with compensation at the median of all employees for our 2021 fiscal year, the Company used the “annual rate” as reflected in our accounting systems as of December 31, 2021, 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 MBO Bonus underSummary Compensation Table.  The median employee’s annual total compensation for the Telos Corporation Senior Officer Incentive Program. Upon2021 fiscal year was $99,771.  Annual total compensation includes base salary, leave cash-out, any applicable bonus payment, and Company contributions to the termination of a participant's employment by reason of death or disability, the participant will forfeit asCompany’s 401(k) plan on behalf of the terminationemployee.

As calculated using the methodology required for the Summary Compensation Table, the total annualized compensation of employment a portionMr. John Wood was $12,197,174 and the total annual compensation of the Strategic Growth Bonus equalmedian employee was $99,771, which yields a ratio of 122 to the amount of the Strategic Growth Bonus initially granted to the participant for that performance period multiplied by a fraction, (i) the numerator of which will be the number of full calendar months from the date of the participant's cessation of employment to the end of the performance period, and the denominator of which will be the number of months representing the entire performance period (provided that the Compensation Committee is authorized to declare that a lesser percentage of the Strategic Growth Bonus will be forfeited).  With respect to the portion of the Strategic Growth Bonus that is not so forfeited, the performance period will continue and the remaining percentage of the Strategic Growth Bonus that is earned or forfeited will be determined based upon the extent to which the applicable performance goals for such performance period have been achieved or exceeded.  That amount is not reflected in the table above.1.

Non-Competition, Confidentiality, and Non-Solicitation Provisions

Pursuant to their respective employment agreements, Mr.Messrs. Bendza, Williams, Wright, Malloy, Griffin and Ms. Nakazawa Mr. Malloy and Mr. Wright 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.termination for all but Mr. Bendza, and 12 months for Mr. Bendza.  Similarly, Mr. John 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.



26

Compensation of Directors

EffectiveIn January 2021, we engaged Lockton to provide director compensation consulting services, including a review of our peer companies and an analysis of the structure and level of cash and equity compensation awarded by such peer companies in connection with service on their boards and board committees.  Based on Lockton’s report and recommendations, the Compensation Committee recommended to the Board of Directors that the pay structure of the directors be revised.  As a result, and effective January 1, 2010,2021, the Board of Directors adopted a new structure for the annual compensation of the Board members which provides for the following annual compensation: $20,000$35,000 basic annual retainer plus the following annual fees for committee chairmenchairpersons and members: $35,000

Audit Committee:
Chairperson: $24,000
Member: $ 8,750
Compensation Committee:
Chairperson: $12,000
Member: $ 5,250
Nominating Committee:
Chairperson: $  7,500
Member: $ 4,000
Government Security Committee1:
Chairperson: $  8,000

1The Government Security Committee only has two members, Mr. Borland as Chairperson, and Mr. Wood.  Mr. John Wood receives no separate compensation for the Audit Committee chairman; $25,000 for the Management Development and Compensation Committee chairman; $20,000 for the respective chairman of the Strategy Committee  andhis service on the Government Security Committee; $15,000 for the Nominating and Corporate Governance Committee chairman; $20,000 for the members of the Audit Committee; $15,000 for the respective members of the Strategy Committee, and his compensation as an executive is described elsewhere in this document.

In addition, each director received a long-term incentive award valued at $177,500 in the Government Security Committee;form of 5,212 Restricted Stock Units, on March 23, 2021 and $10,000 for the respective members of the Management Development and Compensation Committee, the Nominating and Corporate Governance Committee, and the Proxy Board.  In February 2011, at the recommendation of the Compensation Committee, the Company made a one-time grant of 20,000 shares of restricted stock to each of the following directors: Messrs. Bailey, Borland, Dvoranchik, Harris, Mahan, and Tuttle.  The shares of restricted stock granted in February 2011 vest in four equal installments. The first installmentthey vested on February 11, 2011, the grant date; the subsequent installments vest on the first, second and third anniversary date of the grant.January 31, 2022.

26

General Maluda, through his entity, JK Maluda LLC, and the Company entered into a consulting agreement under which General Maluda provides certain consulting services to the Company.  Under the agreement, GeneralJK Maluda LLC received $10,000 per month in compensation, for a total of $120,000 per year through December 31, 2012. As of January 1, 2013, the compensation under the agreement was increased to $17,000$23,500 per month, for a total of $204,000$282,000 per year.  The agreement, as originally structured, contemplated that General Maluda would be used on a part-time basis to travel and facilitate meetings for the Company.  However, the Company has come to rely on General Maluda more extensively than expected and therefore was utilizing his services on a full-time basis.  His extensive business relationships were deemed to be valuable to the continued growth and success of the Company.  Therefore, his compensation was increased in recognition of his continuing valued services.

The following table summarizes the director compensation paid during the year ended December 31, 2015,2021, other for than Mr. John Wood (who was not paid separate compensation for his service as a director and whose compensation is described elsewhere in this document:proxy statement):

DIRECTOR COMPENSATION FOR 20152021

Name
 
Fees Earned or
Paid in Cash
  
All Other
Compensation
  Total 
 
Bernard C. Bailey
 $75,000  $5,000
1 
 $80,000 
David Borland  60,000   ----   60,000 
William M. Dvoranchik  80,000   5,000
1 
  85,000 
Seth W. Hamot  ----   ----   ---- 
Bruce R. Harris  55,000   ----   55,000 
Charles S. Mahan, Jr.  75,000   ----   75,000 
John W. Maluda  35,000   204,000
2 
  239,000 
Robert J. Marino  45,000   ----   45,000 
Andrew R. Siegel  ----   ----   ---- 
Jerry O. Tuttle  60,000   ----   60,000 
  $485,000  $214,000  $699,000 
Name
 
Fees Earned or
Paid in Cash
  
Stock
Award
  
All Other
Compensation
  
Total
 
             
Bernard C. Bailey
 
$
59,000
  
$
177,500
  
$
----
  
$
236,500
 
David Borland
  
55,750
   
177,500
   
----
   
233,250
 
Bonnie L. Carroll
  
53,000
   
177,500
   
----
   
230,500
 
John W. Maluda
  
35,000
   
177,500
   
282,000
1 
  
494,500
 
Fredrick D. Schaufeld
  
55,750
   
177,500
   
----
   
233,250
 

1  Amount paid for representation on the board of Telos ID, paid in 2015.
2Amount paid pursuant to a consulting agreement with the Company for 2015.2021.




27

For his service on the Advisory Board, Gen. Alexander does not receive a fee but he did received a grant of 100,000 shares of Class A Common Stock of the Company on May 13, 2020.  In accordance with the vesting schedule, 25% vested immediately upon grant and then 25% will vest on each of the next three anniversary dates of the grant.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of the Record Date by: (i) each of our NEOs, (ii) each director, (iii) each stockholder who is known by us to beneficially own in excess of five percent and (iv) all directors and executive officers as a group. Except as otherwise indicated, each stockholder listed below has sole voting and investment power with respect to the shares beneficially owned by such person. The rules of the SEC consider a person to be the “beneficial owner” of any securities over which the person has or shares voting power or investment power.  Unless otherwise indicated below, the address of each stockholder is 19886 Ashburn Road, Ashburn, VA 20147.

 
 
Title of Class
 
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership as of
March 21, 2022
Percent
of Class
Common Stock
The JRP Settlement
c/o Silex Trust Company Limited
Rue De La Croix D’or 7
Geneva V8 1204
Switzerland
9,540,437 shares (A)14.1%
Common Stock
FMR LLC
Abigail P. Johnson
245 Summer Street
Boston, MA 02210
5,181,265 shares (B)7.6%
Common Stock
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
4,353,432 shares (C)6.4%
Common StockJohn B. Wood4,144,615 shares (D)6.1%
Common StockG. Mark Bendza6,335 shares*

27

Title of Class
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership as of
April 7, 2016 March 21, 2022
Percent
Percent of
Class
Class A Common Stock
Toxford Corporation
Place de Saint Gervais 1
1211 Geneva
Switzerland
15,801,802 shares (A)
39.3%
Class A Common Stock
Telos Corporation Shared
Savings Plan
19886 Ashburn Road
Ashburn, VA  20147
Mark D. Griffin
200,642 shares (E)3,658,536 shares9.1%0.3%
Common Stock
Class A Common
Stock
Brendan D. Malloy
John B. Wood48,965 shares (F)5,897,351 shares (B)14.7%*
Class A Common
Stock
Edward L. Williams434,835 shares (G)1,873,005 shares (B)4.7%0.6%
Class A Common
Stock
Michele Nakazawa451,351 shares (H)1,447,174 shares (B)3.6%0.7%
Class A Common
Stock
Brendan D. Malloy982,432 shares (B)2.4%
Class A Common
Stock
Jefferson V. Wright353,087 shares (I)1,010,294 shares (B)2.5%0.5%
Class A Common
Stock
Robert J. Marino
591,400 shares (B)
1.5%
Class A Common
Stock
Bernard C. Bailey100,0005,212 shares
0.2%
*
Class A Common
Stock
David Borland100,445 shares (J)  120,0000.2%
Common StockBonnie R. Carroll5,800 shares0.3%*
Common Stock
Class A Common
Stock
Bradley W. Jacobs
Seth W. Hamot0 shares--------*
Common Stock
Class A Common
Stock
Derrick D. Dockery
Bruce R. Harris100,0000 shares
0.2%
*
Class A Common
Stock
Charles S. Mahan, Jr.100,000 shares
0.2%
Class A Common
Stock
John W. Maluda20,877 shares (K)80,000 shares0.2%*
Common Stock
Class A Common
Stock
Fredrick D. Schaufeld
Andrew R. Siegel260,661 shares (L)--------0.4%
Common Stock
Class A Common
Stock
Jerry O. Tuttle100,000 shares
0.2%
Class A Common
Stock
All officers and directors
as a group (19(13 persons)
4,897,136 shares (M)15,169,309 shares (C)37.7%
Class B Common
Stock
Graphite Enterprise Trust PLC
Berkley Square House, 4th Floor
London W1J 6BQ England
1,681,960 shares41.7%
Class B Common
Stock
Graphite Enterprise Trust LP
Berkley Square House, 4th Floor
London W1J 6BQ England
   420,490 shares10.4%
Class B Common
Stock
North Atlantic Smaller Companies Investment Trust PLC
c/o North Atlantic Value LLP
Ground Floor, Ryder Court
14 Ryder Street
London SW1Y 6QB England
1,186,720 shares29.4%7.2%

28

Title of Class
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership as of
April 7, 2016
Percent of
Class
Class B Common
Stock
John B. Wood194,888 shares4.8%
Class B Common
Stock
Michele Nakazawa125,000 shares3.1%
Class B Common
Stock
Brendan D. Malloy100,000 shares2.5%
Class B Common
Stock
Edward L. Williams100,000 shares2.5%
Class B Common
Stock
All officers and directors
as a group (5 persons)
569,888 shares14.1%
Series A-1
Redeemable
Preferred Stock
North Atlantic Smaller Companies Investment Trust PLC
c/o North Atlantic Value LLP, Ground Floor, Ryder Court
14 Ryder Street
London SW1Y 6QB England
11 shares5.8%
Series A-1
Redeemable
Preferred Stock
Graphite Enterprise Trust PLC
Berkley Square House, 4th Floor
London W1J 6BQ England
18 shares9.2%
Series A-1
Redeemable
Preferred Stock
Toxford Corporation
Place de Saint Gervais 1
1211 Geneva
Switzerland
163 shares (D)82.7%
Series A-2
Redeemable
Preferred Stock
North Atlantic Smaller Companies Investment Trust PLC
c/o North Atlantic Value LLP
Ground Floor, Ryder Court
14 Ryder Street
London SW1Y 6QB England
16 shares5.8%
Series A-2
Redeemable
Preferred Stock
Graphite Enterprise Trust PLC
Berkley Square House, 4th Floor
London W1J 6BQ England
25 shares9.2%
Series A-2
Redeemable
Preferred Stock
Toxford Corporation
Place de Saint Gervais 1
1211 Geneva, Switzerland
228 shares (E)82.7%
12% Cumulative
Exchangeable Redeemable
Preferred Stock
Wynnefield Partners Small Cap Value, L.P.
Wynnefield Partners Small Cap Value, L.P. I
Wynnefield Capital, Inc. Profit Sharing Plan
Wynnefield Small Cap Value Offshore Fund, Ltd.
Wynnefield Capital Management, LLC
Wynnefield Capital, Inc.
Nelson Obus
Joshua Landes
450 Seventh Avenue, Suite 509
New York, NY  10123
552,465 shares (F)17.3%
12% Cumulative
Exchangeable
Redeemable
Preferred Stock
Minerva Advisors, LLC
David P. Cohen
50 Monument Road, Suite 201
Bala Cynwyd, PA 19004
279,722 shares (G)8.8%
12% Cumulative
Exchangeable
Redeemable
Preferred Stock
Victor Morgenstern
Faye Morgenstern
Judd Morgenstern
Morningstar Trust  - Faye Morgenstern Trustee
106 Vine Avenue
Highland Park, IL  60035
182,000 shares (H)5.7%
29

* Denotes less than 0.1%.
Title of Class
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership as of
April 7, 2016
Percent of
Class
12% Cumulative
Exchangeable
Redeemable
Preferred Stock
Costa Brava Partnership III, LP
Roark, Rearden & Hamot, LLC
Seth W. Hamot
222 Berkeley Street, 17th Floor
Boston, MA  02116
405,172 shares (I)12.7%
12% Cumulative
Exchangeable
Redeemable
Preferred Stock
Emancipation Management LLC
Circle N Advisors, LLC
Ms. Charles Frumberg
825 Third Avenue
New York, NY 10022
543,403 shares (J)17.1%
(A)
Includes 15,328,4809,264,804 shares held directly by JRP Settlement, transferred from Toxford Corporation on July 16, 2021, and 473,322275,633 shares held directly by the estate of Mr. John R.C. Porter.  According to the Schedule 13G (Amendment No. 1) jointly filed on February 8, 2022, Brian Padgett is the executor of the estate of John Porter Chalet Ty Fano, 2 Chemin d'Amon, 1936 Verbier, Switzerland. Mr.and therefore has sole voting and investment power of the shares of common stock owned by the estate. Shirley Porter is the sole stockholderProtector of Toxford Corporation.
(B)Includes 192,239, 9,432, 29,348, 73,005, 10,294,The JRP Settlement, can replace the Trustee and 132,174 sharestherefore has sole voting and investment power over the common stock held by The JRP Settlement.  Silex Trust Company Limited (the “Trustee”) is the trustee of The JRP Settlement.  Brian Padgett, Oliver Hemmer, and Ronan Kuczaj are the individuals who can make decisions on behalf of the Class A Common Stock held for the benefit of Messrs. Wood, Malloy, Marino, Williams,Trustee and Wrighteach can act alone in doing so, and Ms. Nakazawa, respectively, by the Telos Corporation Shared Savings Plan.
(C)Includes 624,645 shares of the Class A Common Stock held for the benefit of the executive officers by the Telos Corporation Shared Savings Plan.
(D)Includes 151 shares held directly by Toxford Corporation and 12 shares held directly by Mr. John R.C. Porter, Chalet Ty Fano, 2 Chemin d'Amon, 1936 Verbier, Switzerland.
(E)Includes 211 shares held directly by Toxford Corporation and 17 shares held directly by Mr. John R.C. Porter, Chalet Ty Fano, 2 Chemin d'Amon, 1936 Verbier, Switzerland.
 (F)Wynnefield Partners Small Cap Value, L.P., ("WPSCV"), Wynnefield Partners Small Cap Value L.P. I ("WPSCVI"), Wynnefield Capital, Inc. Profit Sharing Plan ("WCPSP"), Wynnefield Small Cap Value Offshore Fund, Ltd. ("WSCVOF"), Wynnefield Capital Management, LLC ("WCM"), Wynnefield Capital, Inc. ("WCI"), Mr. Nelson Obus and Mr. Joshua H. Landes filed a joint Schedule 13D/A (Amendment No. 17) on November 11, 2015 that Messrs. Obus and Landes eachtherefore they have shared voting and dispositiveinvestment power with respect to 552,465 shares.  Messrs. Obus and Landes areover the co-managing members of WCM and both are also executive officers of WCI.  Each shares with the other the voting and dispositive power with regardscommon stock held by The JRP Settlement.
(B)
According to the Schedule 13G (Amendment No. 2) filed on March 10, 2022, FMR LLC, certain of its subsidiaries and affiliates, and other companies (together “FMR LLC”) beneficially own 5,181,265 shares beneficially owned by WCMcommon stock, and WCI.  WCM is the general partner of WPSCV and WPSCVI and holds indirect beneficial interest in 425,342 shares which are directly beneficially owned by WPSCV and WPSCVI.  WPSCVit has the sole power to vote or to direct the vote of 419 shares of common stock and the sole power to dispose or to direct the disposition of 165,035 shares.   WPSCVI has the sole voting and dispositive power5,181,265 shares of common stock. The Johnson family, including Abigail P. Johnson, form a controlling group with respect to 260,307 shares.  WCI is the sole investment manager of WSCVOF and has the sole power to direct the voting and disposition of the 112,123 shares which WSCVOF beneficially owns and has the sole voting and dispositive power with respect to those shares.  WCPSP has sole voting and dispositive power of 15,000 shares.FMR LLC.
(G)(C)Minerva Advisors, LLC ("MA"), Minerva Group, LP ("MG"), Minerva GP, LP ("MGP"), Minerva GP, Inc. ("MI"), and Mr. David Cohen filed a joint Schedule 13G/A (Amendment No. 3) on February 5, 2016, indicating that MA and Mr. Cohen each has shared voting and dispositive power with respect to 148,046 shares; MA, MG, MGP, MI each has the sole voting and dispositive power with respect to 124,243 shares, and Mr. Cohen has sole voting and dispositive power with respect to 131,676 shares.
(H)Victor Morgenstern ("VM"), Faye Morgenstern ("FM"), Judd Morgenstern ("JM"), Jennifer Morgenstern Irrevocable Trust ("Jennifer Trust"), Robyn Morgenstern Irrevocable Trust ("Robyn Trust"), and Judd Morgenstern Irrevocable Trust ("Judd Trust"), filed a joint Schedule 13D/A (Amendment No. 1) on March 10, 2009, indicating that VM has the sole power to vote and dispose of 50,000 shares, and shared power to dispose of 132,000 shares; FM has the sole power to vote 17,000 shares and shared power to dispose 92,000 shares; JM has the sole power to vote 40,000 shares and shared power to dispose 115,000 shares; Jennifer Trust has the sole voting and dispositive power with respect to 25,000 shares; Robyn Trust has the sole voting and dispositive power with respect to 25,000 shares; and Judd Trust has the sole voting and dispositive power with respect to 25,000 shares.
(I)
According to the Schedule 13D/A (Amendment No. 28) filed on September 19, 2012, by Costa Brava Partnership III L.P. ("Costa Brava"), Roark, Rearden & Hamot, LLC ("Roark"), and Seth W. Hamot, the three filers have sole voting and dispositive power with respect to the 405,172 shares.  Mr. Hamot is the President of Roark, which is the general partner of Costa Brava.
(J)According to Schedule 13G filed on February 16, 2016 by Emancipation Management LLC ("Emancipation Management"), Circle N Advisors, LLC ("Circle N"),10, 2022, The Vanguard Group beneficially owns 4,353,432 shares of common stock, of which it has shared voting power for 74,193 shares, sole dispositive power for 4,254,075 shares, and Mr. Charles Frumberg, the three filers have shared dispositive power for 99,357 shares.
(D)
Includes 184,746 shares held for the benefit of Mr. Wood by the Telos Corporation Shared Savings Plan.  Also includes 772,485 shares held by JJJJJV, LLC, in which Mr. Wood is the principal.
(E)
Includes 5,846 shares held for the benefit of Mr. Griffin by the Telos Corporation Shared Savings Plan.
(F)
Includes 17,319 shares held for the benefit of Mr. Malloy by the Telos Corporation Shared Savings Plan.
(G)
Includes 348,852 shares held by Old Landing Ohana, LLC in which Mr. Williams is the principal.  Also includes 57,937 shares held for the benefit of Mr. Williams by the Telos Corporation Shared Savings Plan.
(H)
Includes 300,691 shares held by the Nakazawa Family Investments, LLC in which Ms. Nakazawa and her spouse are the principals, and 126,105 held in Ms. Nakazawa’s traditional IRA account.
(I)
Includes 315,000 shares held by two family trusts for the benefit of Mr. Wright and his spouse and 8,170 shares held for the benefit of Mr. Wright by the Telos Corporation Shared Savings Plan.  Also includes 5,163 shares underlying restricted stock units that vest by April 1, 2022.
28

(J)
Includes 95,233 shares held by a trust for the benefit of Mr. Borland.
(K)
Includes 441 shares held jointly with respect tohis spouse and 6,523 shares underlying restricted stock units that will vest later on April 1, 2022.
(L)
Includes 255,449 shares held in a trust for the 543,403 shares.  Emancipation Management owns Circle N,benefit of Mr. Schaufeld.
(M)
Includes Mr. John Wood, Mr. Bendza, Mr. Griffin, Mr. Malloy, Mr. E. Hutchinson Robbins, Jr. (Executive Vice President & General Counsel), Mr. Emmett Wood (Executive Vice President, Marketing & Strategy), Mr. Bailey, Mr. Borland, Ms. Carroll, Mr. Dockery, Mr. Jacobs, Gen. Maluda, and Mr. FrumbergSchaufeld. Includes 216,948 shares held for the benefit of Messrs. J. Wood, Griffin, Malloy, and E. Wood by the Telos Corporation Shared Savings Plan. Also includes 772,485 shares held by JJJJJV, LLC, in which Mr. Wood is the managing memberprincipal, 95,233 shares held by a trust for the benefit of Emancipation ManagementMr. Borland, 441 shares held jointly by Gen. Maluda with his spouse and 6,523 shares underlying restricted stock units that will vest later on April 1, 2022, and 255,449 shares held in a trust for the Chief Executive Officerbenefit of Circle N. The principal business address of Circle N is 200 Westgate Business Center Drive, Fishkill, NY 12524.Mr. Schaufeld.

3029

Ratification of Independent Registered Public Accounting Firm

The Audit Committee selected BDO USA, LLP ("BDO"(“BDO”) to serve as the Company'sCompany’s independent registered public accounting firm for the 20162022 fiscal year.  BDO is expected to attend the Annual Meeting and will be given an opportunity to make a statement and will be available to respond to appropriate questions.

Principal Accountant Fees and Services

Aggregate fees for professional services billed to us by BDO USA, LLP for the years ended December 31, 20152021 and 20142020 are summarized as follows:

 2015  2014  2021  2020 
BDO USA, LLP:            
Audit fees $510,000  $507,000 
Audit-related fees  ----   ---- 
Tax fees1
 $124,000  $60,000 
Audit fees1
 
$
1,481,000
  
$
784,000
 
Tax fees2
  
154,000
   
114,000
 
All other fees  ----   ----   
----
   
----
 
Total
 $633,881  $567,000  
$
1,635,000
  
$
898,000
 

1Audit fees for 2021 include fees for the annual audit, including the integrated audit of internal control over financial reporting, the reviews of the Company’s quarterly reports on Form 10-Q, and fees associated with various SEC filings.  Audit fees for 2020 include fees for the annual audit, the reviews of the Company’s quarterly reports on Form 10-Q, and fees for various SEC filings.
2Represent fees related to the review of federal and state income tax returns and other tax-related services

Pre-Approval Policies and Procedures

The Audit Committee pre-approves all services, including audit and non-audit services, provided by the Company'sCompany’s independent registered public accounting firm.  These services may include audit services, audit-related services, tax services and other services. The independent registered public accounting firm typically provides an engagement letter to the Audit Committee outlining the scope of the services and related fees. Approval by the Audit Committee may be made at its regularly scheduled meetings or otherwise, including by telephonic or other electronic communications.

The Board of Directors of Telos recommends that the selection of BDO USA, LLP as the Company'sCompany’s independent registered public accounting firm for the 20162022 fiscal year be ratified by the holders of the Common Stock.


Equity Compensation Plan Information

The following table provides information as of December 31, 2015, with respect to shares of Common Stock that may be issued under certain equity compensation plans.

Plan Category
Number of securities remaining available for future
issuance under plans
Equity compensation plans approved by security holders:
   1. 2008 Plan264,741
   2. 2013 Plan1,188,000
Equity compensation Plans not approved by security holdersNone

Frequency of theAdvisory Vote on Executive Compensation

In accordance with the results of the vote from the 2011 Annual Meeting of Stockholders, the Company is providing the holders of the Common Stock a vote to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion & Analysis section, the Compensation Table, and related narrative disclosure, beginning on page 16 as required under the rules and regulations of the SEC.

At the Company'sCompany’s annual meeting of stockholders held on November 14, 2011,May 11, 2017, the frequency of three years of the vote on executive compensation received the highest number of votes cast by the holders of the Company'sCompany’s Class A and Class B Common Stock present in person or represented by proxy at the annual meeting.  In light of such vote, the Company decided to conduct a say-on-pay vote in its proxy materials for future annual meetings every three years.  The next vote to determine the frequency of the advisory vote on executive compensation will be scheduled in 2017.take place at the 2023 Annual Meeting.

31

Stockholder Proposals for the 20172023 Annual Meeting

Stockholders who wish to have proposals for the Company's 2017Company’s 2023 annual meeting of stockholders included in the proxy materials for such meeting must submit these proposals to the Company on or prior to December 24, 2016.8, 2022.  All other proposals (including director nominations) must be submitted in accordance with the process set forth in the Company'sCompany’s Bylaws, which provide that, in order for business to be properly brought before an annual meeting by a stockholder, the stockholder must deliver written notice to the Company'sCompany’s secretary at the Company'sCompany’s principal executive offices not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year'syear’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the 90th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting and not later than the close of business on the later of the 60th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made.

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Other Matters

Neither the Board of Directors nor management intends to bring any matter for action at the Annual Meeting other than those matters described above.  If any other matter or any proposal should be presented and should properly come before the meeting for action, the persons named in the accompanying proxy will vote upon such matter and upon such proposal in accordance with their best judgment.

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 TELOS CORPORATION 19886 ASHBURN ROAD ASHBURN, VIRGINIA 20147 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Daylight Time on May 16, 2022 for shares held directly and by 11:59 p.m. Eastern Daylight Time on May 11, 2022 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Daylight Time on May 16, 2022 for shares held directly and by 11:59 p.m. Eastern Daylight Time on May 11, 2022 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:  D70997-P68952 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY TELOS CORPORATION For All Withhold All For All Except  To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below.  The Board of Directors recommends you vote FOR  the following:  1. ELECTION OF DIRECTORS: To elect seven Directors to the Board of Directors to serve until the 2023 Annual Meeting of Stockholders or until their successors are elected and qualified;  Nominees: 01) John B. Wood  02) David Borland 03) Maj. Gen. (ret) John W. Maluda  04) Bonnie L. Carroll 05) Derrick D. Dockery 06) Bradley W. Jacobs 07) Fredrick D. Schaufeld  The Board of Directors recommends you vote FOR the following proposal: For Against Abstain  2. INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM: To ratify the selection of BDO USA, LLP to serve as the Company’s independent registered public accounting firm; and  3. OTHER BUSINESS: To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. Yes No  Attend in Person  Please execute this proxy card as your name(s) appear(s) hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the president or other authorized officer. If a partnership, please sign in partnership name by an authorized person. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and AnnualReport on Form 10-K are available at www.proxyvote.com. D70998-P68952 TELOS CORPORATION Annual Meeting of Stockholders May 17, 2022 10:00 EDT This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) E. Hutchinson Robbins, Jr. and Helen M. Oh, as proxyholders, each with the power to appoint his/her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of TELOS CORPORATION that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 AM, EDT on May 17, 2022, at its headquarters located at19886 Ashburn Road, Ashburn, VA 20147, and any adjournment or postponement thereof. The stockholder(s) further gives the proxies authority to vote according to their best judgment on any other matters properly coming before the Annual Meeting of Stockholders. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side