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:

ManTechMantech International Corporation

(Name of Registrant as Specified In Itsin its Charter)

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

Payment of Filing Fee (Check the appropriate box):

2251 Corporate Park Drive

Herndon, VA 20171

April 17, 202029, 2022

Dear Fellow Stockholder:

You areOn behalf of ManTech’s Board of Directors and leadership team, I cordially invitedinvite you to attend the 2020 Annual Meeting of Stockholders of ManTech International Corporation, which will be held at 2251 Corporate Park Drive, Herndon, VA 20171, on Thursday, May 21, 2020,Friday, June 10, 2022, at 11:2:00 ampm (EDT).

We have provided details of the business to be conducted at the meeting in the accompanying Notice of Annual Meeting of Stockholders, proxy statement and form of proxy. We encourage you to read these materials so that you may be informed about the business to come before the meeting.

Your participation is important, regardless of the number of shares you own. In order for us toSo that we have an efficient meeting, please sign, date, and return the enclosed proxy card promptly in the accompanying reply envelope. You can find additional information concerning our voting procedures in the accompanying materials.

We intend to hold the Annual Meeting in person. However, we are sensitive to the public health and travel concerns our stockholders may have and recommendations that public health officials may issue in lightthe event of changes in the evolving coronavirus (COVID-19) situation.virus or any variant’s transmutability or infectiousness. As a result, we may impose additional procedures or limitations on Annual Meeting attendees, or we may decide to hold the Annual Meeting at a different location or by means of remote communication. We plan to announce any such updates on our proxy website (https://investor.mantech.com/shareholder-resources/annual-meeting), and we encourage you to check this website prior to the Annual Meeting if you plan to attend.

We look forward to seeing you at the meeting.

Sincerely,

George J. Pedersen

Executive Chairman and

Kevin M. Phillips

Chairman of the Board, CEO and President

2251 Corporate Park Drive

Herndon, VA 20171

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 21, 2020June 10, 2022

The 20202022 Annual Meeting of Stockholders (the Annual(Annual Meeting) of ManTech International Corporation, a Delaware corporation (the Company)(Company), will be held at 2251 Corporate Park Drive, Herndon, VA 20171, on Thursday, May 21, 2020,Friday, June 10, 2022, at 11:2:00 ampm (EDT), for the following purposes, as more fully described in the proxy statement accompanying this notice:

Stockholders of record at the close of business on March 24, 2020April 13, 2022 are entitled to vote at the Annual Meeting. A complete list of stockholders eligible to vote at the Annual Meeting will be available for examination by our stockholders during the ten days prior to the Annual Meeting, between the hours of 9:00 am and 5:00 pm (EDT), at the Company’s offices, located at 2251 Corporate Park Drive, Herndon, VA 20171.

You are cordially invitedWe invite you to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting, your vote is important. To assure your representation at the Annual Meeting, pleasePlease sign and date the enclosed proxy card, and return it promptly in the accompanying reply envelope, which requires no additional postage. Should you receive more than one proxy because your shares are registered in different names and addresses, each proxy should be signed and returned to assure thatvote all your shares are voted.shares.

We intend to hold the Annual Meeting in person. However, we are sensitive to the public health and travel concerns our stockholders may have and recommendations that public health officials may issue in lightthe event of changes in the evolving coronavirus (COVID-19) situation.virus or any variant’s transmutability or infectiousness. As a result, we may impose additional procedures or limitations on Annual Meeting attendees, or we may decide to hold the Annual Meeting at a different location or by means of remote communication. We plan to announce any such updates on our proxy website (https://investor.mantech.com/shareholder-resources/annual-meeting), and we encourage you to check this website prior to the Annual Meeting if you plan to attend.

The proxy statement and form of proxy are being mailed on or about April 17, 2020.29, 2022.

By Order of the Board of Directors

George J. Pedersen

Executive Chairman and

Kevin M. Phillips

Chairman of the Board, CEO and President

Herndon, Virginia

April 17, 202029, 2022

Important Notice Regarding Availability of Proxy Materials for ManTech’s

Annual Meeting of Stockholders to be Held on May 21, 2020:June 10, 2022:

The Proxy Statement, our Proxy Card and our Annual Report to ShareholdersStockholders are available at

https://investor.mantech.com/shareholder-resources/annual-meeting

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2251 Corporate Park Drive

Herndon, VA 20171

PROXY STATEMENT FOR

20202022 ANNUAL MEETING OF STOCKHOLDERS

The Board of Directors (the Board)(Board) of ManTech International Corporation (the Company)(Company) is soliciting proxies to be voted at the Company’s 20202022 Annual Meeting of Stockholders (the Annual(Annual Meeting) to be held on Thursday, May 21, 2020,Friday, June 10, 2022, at 11:2:00 ampm (EDT), at 2251 Corporate Park Drive, Herndon, VA 20171, and at any adjournments or postponements thereof.

The mailing address of our principal executive offices is 2251 Corporate Park Drive, Herndon, VA 20171. This proxy statement, the accompanying Notice of Annual Meeting of Stockholders, and the enclosed proxy card are first being mailed to our stockholders on or about April 17, 2020 (the Mailing29, 2022 (Mailing Date).

GENERAL INFORMATION

The Board is soliciting proxies to be voted at the Annual Meeting. When we ask you for your proxy, we must provide you with a proxy statement that contains certain information specified by law.

At the Annual Meeting, we will ask you to consider and vote on the following matters:

We do not expect any other items of business, because the deadline for stockholder proposals and nominations has already passed. Nonetheless, in case there is an unforeseen need, the accompanying proxy gives discretionary authority to the persons named on the proxy, Kevin M. Phillips, Jeffrey S. Brown, and Michael R. Putnam, with respect to any other matters that might be brought before the meeting. Those persons intend to vote that proxy in accordance with their discretion and best judgment.

Record Date and Stockholders Entitled to Vote

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Voting Requirements and Other Matters

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CORPORATE GOVERNANCE

Corporate Governance Guidelines

The Board has established and adopted guidelines that it follows in matters of corporate governance (the Corporate Governance Guidelines). These Corporate Governance Guidelines assist the Board in the exercise of its responsibilities and provide a framework for the efficient operation of our Company, consistent with the best interests of our stockholders and applicable legal and regulatory requirements. The Nominating and Corporate Governance Committee periodically reviews and reassesses the adequacy of our Corporate Governance Guidelines. We have posted a current copy of our Corporate Governance Guidelines, which was last amended in January 2020, on the Corporate Governance page in the Investor Relations section of our website at www.mantech.com (our Website).

Director Independence

The Board comprises a majority of directors who are independent from management. Only independent directors serve on each of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

The Board has conducted an evaluation of director independence, based on the independence standards applicable to Nasdaq-listed companies and applicable SEC rules and regulations. In the course of the Board’s evaluation of the independence of each non-management director, the Board considered any transactions, relationships and arrangements between such director (or any member of his or her immediate family) and the Company, its subsidiaries and its affiliates. The purpose of this evaluation was to determine whether any relationships or transactions exist that could be inconsistent with a determination by the Board that the director has no relationship that would interfere with his or her exercise of independent judgment in carrying out the responsibilities of a director.

As a result of this evaluation, the Board has affirmatively determined that the following directors nominated for election at the Annual Meeting are independent of the Company and its management under the above referenced standards and regulations:

The Board determined that Mr. George J. Pedersen (our Executive Chairman and Chairman of the Board) is not independent because of his voting control over the Company’s common stock, his former role as our Chief Executive Officer, and his current role as our Executive Chairman. The Board also determined that Mr. Kevin M. Phillips is not independent given his rolebecause he serves as our President andChairman of the Board, Chief Executive Officer.Officer and President.

Board Leadership Structure

The Board believes that no single leadership model is rightbest suited for all companies at all times. Depending on the circumstances, different leadership models might be more or less appropriate. Our Corporate Governance Guidelines do not require that the roles of CEO and Chairman of the Board be separate or combined. The Board’s policy as to whether the roles of the CEO and Chairman of the Board should be separate or combined is to adopt the practice that best serves the Company at any given point in time. Currently, theThe roles of Chairman of the Board and CEO at the Company are separate.combined and have been so since September 2020, following Mr. George Pedersen’s retirement from his role as Chairman of the Board. At that time, the Board elected and appointed Mr. Phillips to serve as the Company’s Chairman of the Board in addition to his ongoing role as CEO and President of the Company. The Board considered the appropriateness of the Company’s leadership structure in light of theand specific characteristics of the Company (including Mr. Pedersen’s voting control of our common stock and his former service as our CEO).Company. The Board believes the current structure currently provides an effective and efficient leadership model for the Company at this time.

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4		ManTech 2022 Proxy Statement

Because our Chairman of the Board is not an independent director, pursuant to our Corporate Governance Guidelines our independent directors have designated one of our independent directors, Mr. Campbell, to serve as the Company’s presiding independent director (Presiding Director). Mr. Campbell’s duties as Presiding Director include:

Board and Committee Executive Sessions and Independent Directors Meetings

The independent directors of the Board regularly meet in executive session, without the presence of management; typically, these sessions are held following the adjournment of certain regularly-scheduledregularly scheduled Board meetings. The Board’s independent directors meet no fewer than two times annually. Certain of the Board’s primary standing committees (including the Audit Committee and Compensation Committee) also regularly meet in executive session. As Presiding Director, Mr. Campbell chairs meetings of our independent directors; committee chairpersons preside over executive sessions for their respective committees.

Board’s Role in Risk Oversight

While risk management is a business and operational responsibility of the Company'sCompany’s management team, the Board is responsible for the oversight of the Company'sCompany’s risk management activities. The Board primarily oversees the management of risk through the Audit Committee. Among other activities, the Audit Committee oversees the Company’s enterprise risk management program. The Board oversees the management of risk relating to certain of the Company’s business activities (particularly those designated as classified by the U.S. government) through the Special Programs Oversight Committee. The Board and Special Programs Oversight Committee work together on a coordinated basis to oversee the management of risk related to cybersecurity and information assurance matters. The Board oversees the assessment of risks associated with the Company’s compensation policies and programs through the Compensation Committee.

Each of these committees regularly receives reports from, and discusses those reports with, members of management who are responsible for applicable day-to-day risk management functions of the Company. The chairpersons of these committees periodically report back to the Board regarding risk management activities within such committees’ respective purview. The Board’s role in risk oversight has not had any effect on the Board’s leadership structure.

Board and Committee Self-Evaluations

Each of the Board and its primary standing committees (the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee) performs a regular, periodic self-evaluationself-evaluations (typically conducted on an annual basis). These evaluations are designed to foster candid discussion regarding the adequacy and effectiveness of the Board and such committees. The Nominating and Corporate Governance Committee oversees the annual self-evaluation process. Where appropriate, the Nominating and Corporate Governance Committee may consider feedback received from the evaluation process in making recommendations to the Board regarding the nomination of incumbent directors for re-election to the Board (and, where applicable, assignments of Board members to various committees).

Director Nominations

The Board generally identifies and attracts candidates through its own efforts, and it believes that this method has been effective. However, if in the future the Board determines that it is in the Company’s best interest to use the services of a consultant or a search firm to assist with the identification and selection process, it will do so.

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The Nominating and Corporate Governance Committee is responsible for reviewing the qualifications of potential director nominees, and then recommending director candidates for nomination by the Board.

We do not currently have a formal policy regarding the consideration of diversity in identifying potential director nominees. However, the Nominating and Corporate Governance Committee considers diversity in its broadest sense when evaluating candidates. Our Corporate Governance Guidelines direct that the evaluation of nominees should include (among numerous other considerations) an assessment of whether a nominee would provide the Board with a diversity of viewpoints, backgrounds, experiences and other demographics.

The Nominating and Corporate Governance Committee has a policy regarding the consideration of director candidates recommended by our stockholders (Nominations Policy). The Nominations Policy describes the circumstances pursuant to which the Nominating and Corporate Governance Committee will consider Board candidates recommended by our stockholders. The Nominations Policy also describes the procedures to be followed by stockholders in submitting such recommendations. We have made the Nominations Policy available on the Corporate Governance page of our Website.

Generally, the Nominating and Corporate Governance Committee will consider candidates recommended by stockholders who beneficially own at least 1% of our outstanding stock at the time of recommendation (Qualifying Stockholder). Qualifying Stockholders wishing to recommend candidates to the Nominating and Corporate Governance Committee may do so by submitting a completed Stockholder Recommendation of Candidate for Director Form (Recommendation Form), which is attached to the Nominations Policy posted on our Website.

Qualifying Stockholders wishing to recommend a nominee for election as director at the next annual meeting of stockholders must submit their completed Recommendation Form at least 120 days in advance of the one-year anniversary of the date of the mailing of this proxy statement. The Nominating and Corporate Governance Committee will only evaluate a candidate if he or she has indicated a willingness to serve as a director and cooperate with the evaluation process, and if the required information about the candidate has been submitted. Candidates recommended by Qualifying Stockholders will generally be evaluated by the Nominating and Corporate Governance Committee pursuant to the same process used for evaluation of all other director candidates.

Code of Ethics

Our Standards of Ethics and Business Conductincludes a "Financial“Financial Code of Ethics"Ethics” thatsatisfies the SEC’s requirements for a code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer, controller and persons performing similar functions. Our Standards of Ethics and Business Conduct also satisfies Nasdaq’s requirementsrequirement for a code of conduct applicable to all directors, officers, and employees. Among other principles, our Standards of Ethics and Business Conduct includes guidelines relating to the ethical handling of actual or potential conflicts of interest, compliance with laws, accurate financial reporting, and procedures for promoting compliance with (and reporting violations of) such standards. A copy of our Standards of Ethics and Business Conduct is available on the Corporate Governance page of our Website. We are required to disclose any

amendment to, or waiver of, a provision of our "Financial“Financial Code of Ethics."” We intend to use our Website as a method of disseminating this disclosure, as permitted by applicable SEC rules.

Communication with Directors

We believe that it is important for our stockholders to be able to communicate their concerns to our Board. Stockholders may correspond with any director, committee, or the Board generally, by writing to the following address: ManTech International Corporation Board of Directors, 2251 Corporate Park Drive, Herndon, VA 20171, Attention: Corporate Secretary. Please specify to whom your correspondence should be directed. Our Corporate Secretary has been instructed towill promptly forward all correspondences to the relevant director, committee, or the full Board, as indicated in your correspondence.

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Director Attendance at Annual Meeting of Stockholders

We invite all of our directors to attend our annual meeting of stockholders, and we strongly encourage all of them to do so absent exigent circumstances that prevent their attendance. In furtherance of this policy, we generally schedule one of our regular Board meetings on the same day as our annual meeting of stockholders. In 2019,2021, all of our directors then serving on the Board attended our annual meeting of stockholders.

Availability of Corporate Governance Documents

We have made available on the Corporate Governance page of our Website a number of important documents related to our governance practices, including:

We will also make these materials available in print format to any requesting stockholder. Copies of these documents may be requested by writing to the following address: ManTech International Corporation, 2251 Corporate Park Drive, Herndon, VA 20171, Attention: Corporate Secretary.

ManTech 2020

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BOARD OF DIRECTORS

AND COMMITTEES OF THE BOARD OF DIRECTORS

Our Board currently comprises eightseven members who serve for a term that expires at the Annual Meeting. All of theour directors were elected at the 20192021 Annual Meeting of Shareholders.Stockholders. Set forth below are details regarding director attendance at board and committee meetings, the function and operation of each of the Board’s standing committees, and the compensation of our non-employee directors in 2019.2021.

Attendance at Board and Committee Meetings

Our full Board met sixeight times in 2019.2021. All of our directors attended or participated in at least 75% of the aggregate of the board meetings and the meetings of the committees on which the director served during 2019.2021. The number of meetings held in 20192021 by each of the Board’s standing committees is set forth in the information below.

Committees of the Board

The Board currently has sixfive standing committees (although the Board may establish other committees from time to time). The following table sets forth the current composition of our Board committees.

Certain information regarding each standing Board committee is provided below. A more detailed discussion of each committee’s composition, purpose, objectives, authority and responsibilities can be found in itseach committee’s respective charter, which we make available on the Corporate Governance page of our Website.

Audit Committee

The primary functions of the Audit Committee are to oversee (i) the integrity of our financial statements, (ii) our accounting and financial reporting processes, and (iii) audits of our financial statements. The Audit Committee operates under a written charter and it reviews and reassesses the adequacy of that charter on an annual basis. The charter was most recently revised and amended in March 2016 and is available on our Website.

The Board annually reviews the suitability of our Audit Committee in light of the Nasdaq listing standards’ requirements for audit committee composition and applicable SEC rules and regulations.

The Board has determined that each member of our Audit Committee meets the heightened independence standard and other

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requirements for audit committee members under applicable Nasdaq listing standards and SEC rules and regulations.

The Board has also determined that the Company has at least one audit committee financial expert serving on the Audit Committee. The Board has determined that each of Mr. Campbell and Ms. Bush (i) qualifies as an “audit committee financial expert” under applicable SEC rules and regulations, and (ii) satisfies the financial sophistication requirements of the Nasdaq listing standards. All of our Audit Committee members have a working familiarity with basic finance and accounting practices.

During 2019,2021, the Audit Committee held five meetings. The Audit Committee meets regularly in executive session, including with our independent registered public accounting firm, without management present. Mr. Campbell serves as chairperson of the Audit Committee.

Compensation Committee

The primary functions of the Compensation Committee are to oversee (i) oversee the determination, implementation, and administration of the remuneration (including salary, incentive compensation payments, bonuses, equity compensation, and perquisites) of all non-employee directors and executive officers of the Company, and (ii) administerthe administration of the Company’s stock-based compensation plans. The Compensation Committee operates under a written charter, and it reviews and reassesses the adequacy of that charter on an annual basis. The charter was most recently revised and amended in February 2019 and is available on our Website.

The Board annually reviews the suitability of our Compensation Committee in light of the Nasdaq listing standards’ requirements for compensation committee composition and applicable SEC rules and regulations. The Board has determined that each member of our Compensation Committee meets the independence and other requirements for compensation committee members under applicable Nasdaq listing standards and SEC rules and regulations. Our Compensation Committee members also qualify as “non-employee“non-employee directors” under Section 16 of the Securities Exchange Act of 1934 (the Exchange Act).

During 2019,2021, the Compensation Committee held four meetings. At the direction of the Compensation Committee, certain members of management attend most meetings. The Compensation Committee also meets regularly in executive session without management present. Mr. Campbell serves as chairperson of the Compensation Committee.

The Compensation Committee has the authority, in its sole discretion, to retain or obtain the advice of compensation consultants, legal counsel or other advisers, and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. The Compensation Committee conducts an independence assessment of any compensation adviser it engages; such assessment includes the consideration of the factors required by applicable Nasdaq listing standards and SEC rules and regulations.

For 2019,2021, the Compensation Committee retained Ernst & Young LLP (EY) as its independent compensation consultant to assist the Compensation Committee with its executive compensation-related responsibilities. The services provided by EY in its capacity as the Compensation Committee’s independent compensation consultant included supporting the design of our executive compensation program, providing market consensus data for each of our executive officers, and assisting the Compensation Committee in evaluating the compensation of our non-employee directors.

From time to time,

In the past, with the consent of the Compensation Committee, the Company’s management has retained personnel at EY to perform services that are not related to work performed as the Compensation Committee’s independent compensation consultant (Additional Services), for which EY receives a fee. The Compensation Committee has approved the Company’s future use of EY for certain projects, including due diligence support for acquisitions or other corporate transactions, tax advisory services, consulting and advisory services with respect to the Company’s internal systems and, as directed by the chairperson of the

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Compensation Committee, consulting and advisory services related to compensation of the Company’s non-executive officers. The Company’s management did not engage EY to perform Additional Services in 2019.2021.

Based on its review of these relationships, and independence and other factors that the Compensation Committee determines to be relevant, as well as policies and procedures implemented by the Compensation Committee and EY, the Compensation Committee has concluded that the compensation consulting advice it receives from EY is objective, and that no conflicts of interest exist that would require disclosure by the Company under applicable SEC rules.

The Company’s processes and procedures for the consideration and determination of director and executive compensation (including the roles of the Compensation Committee, management, and the Compensation Committee’s independent compensation consultant) are discussed in the sections of this proxy statement captioned “Setting Compensation of Non-Employee Directors” and “Compensation Discussion and Analysis,” respectively.

Nominating and Corporate Governance Committee

The primary functions of the Nominating and Corporate Governance Committee are to (i) identify individuals qualified to become members of the Board, and recommend new director candidates to the Board when necessary and appropriate, (ii) evaluate whether incumbent directors should be nominated for re-election to the Board and make recommendations to the Board in this regard, and (iii) oversee and periodically evaluate the Company’s Corporate Governance Guidelines. The Nominating and Corporate Governance Committee operates under a written charter, and it reviews and reassesses the adequacy of that charter on an annual basis. The charter was most recently revised and amended in March 2016 and is available on our Website. All members of the Nominating and Corporate Governance Committee are independent directors, within the meaning of applicable Nasdaq listing standards and SEC rules and regulations. The Nominating and Corporate Governance Committee held three meetings in 2019.2021. Mr. Armitage serves as chairperson of the Nominating and Corporate Governance Committee.

Retirement Plan Committee

The primary function of the Retirement Plan Committee is to oversee the administration of the Company’s tax-qualified and non-qualified retirement plans. The Retirement Plan Committee held fivefour meetings in 2019.2021. Ms. Bush serves as chairperson of the Retirement Plan Committee.

Special Programs Oversight Committee

The Special Programs Oversight Committee oversees certain of the Company’s business activities (particularly those designated as classified by the United States government for purposes of national security), and works with the Board to oversee the management of risks related to cybersecurity or information assurance matters. The Special Programs Oversight Committee held four meetings in 2019.2021. Mr. Kerr serves as chairperson of the Special Programs Oversight Committee.

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Setting Compensation of Non-Employee Directors

Our Compensation Committee sets compensation for the Company’s non-employee directors. The Compensation Committee generally reviews non-employee director compensation on an annual basis. In conducting this review, the Compensation Committee receives input on market trends for non-employee director compensation from its independent compensation consultant, including with respect to the Company’s compensation peer group (as set forth in the “Compensation Discussion & Analysis” section of this proxy statement); however, the Compensation Committee does not target non-employee director compensation at any particular percentile or percentile range of the market data. A substantial portion of the non-employee directors’ compensation is payable in the form of stock-based compensation, in order to align the interests of the directors with those of the Company’s stockholders.

We do not compensate Mr. Pedersen or Mr. Phillips for his service on the Board or any committee of the Board. In 2021, while we did not compensate Mr. Pedersen for his service on the Board, we did provide Mr. Pedersen with certain benefits that he had previously received while an employee of the Company.

In certain circumstances, members of the Board may receive reimbursement for certain expenses incurred in connection with attending Board or committee meetings. For the current Board term (which began in May 2019)2021), equity amounts, and cash compensation levels remained unchanged from the prior Board term, with the exception of a small increase in the amount of the annual retainers that we pay to each of the chairperson of our Nomination and Corporate Governance Committee and our Special Program Oversight Committee.term. The compensation we paid in 20192021 to our non-employee directors for their services is set forth in the table that follows.

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NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

The tables and footnotes below reflect the compensation and other fees paid in 20192021 to our non-employee directors (other than Mr. Pedersen) for their services.

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PROPOSAL 1

ELECTION OF DIRECTORS

General Information

The Board has nominated all seven (7) of the Company’s eight currentincumbent directors to serve as a director until the 20212023 Annual Meeting of Stockholders, or until their respective successors have been duly elected and qualified. Each nominee is a current member of the Board, has agreed to stand for election and serve if elected, and has consented to be named in this proxy statement.

Substitute Nominees

If any nominee should become unavailable for election or is unable to be a candidate when the election takes place (or otherwise declines to serve), the persons named as proxies may use the discretionary authority provided to them in the proxy to vote for a substitute nominee designated by the Board. At this time, we do not anticipate that any nominee will be unable to be a candidate for election or will otherwise decline to serve.

Vacancies

Under our Third Amended and Restated Bylaws, the Board has the authority to fill any vacancies that arise, including vacancies created by an increase in the number of directors, or vacancies created by the resignation of a director. Any nominee so elected and appointed by the Board would hold office for the remainder of the term of office of all directors, which term expires annually at our annual meeting of stockholders, or until his successor is duly elected and qualified.

Information Regarding the Nominees for Election as Directors

The name and age (as of the Mailing Date) of each nominee for election as director, as well as certain additional information concerning each nominee’s principal occupation, other affiliations, and business experience during the last five years, are set forth below.

The Board has concluded that each of the incumbent directors should be nominated for re-election based on the specific experience, qualifications, attributes and skills identified in the biographical information below, in light of the Company’s business and structure.

Qualifications

As an experienced financial and private companiesoperational expert for government IT service providers, Mr. Phillips brings his broad and deep experience and industry associations.

Qualifications

knowledge to his service on the Board. Mr. Pedersen's unparalleled knowledgePhillips has served in senior financial and strategic roles with multiple IT service providers to the government for over 25 years. Specifically with respect to ManTech, Mr. Phillips has a deep understanding of the Company and its operations, and his experience in providing innovative technologies and solutions for mission-critical national security programs to U.S. government customers for half a century, uniquely positions him to serve ashas lead the development of the Company’s Executive Chairman and Chairman of the Board. In additionstrategic vision to his operational experience, Mr. Pedersen has an in-depth knowledge and understanding of the U.S. government’s mission requirements and related funding priorities.

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Mr. Armitage has served as a director of ManTech since 2005. Since 2005, Mr. Armitage has served as President of Armitage International, L.C., which provides multinational clients with critical support in the areas of international business development, strategic planning, and problem-solving. From 2001 through 2005, he served as the Deputy Secretary of State, and prior to that assignment he was President of Armitage Associates, L.C., a world-wide business and public policy firm. Beginning in the late 1980s, Mr. Armitage held a variety of high-ranking diplomatic positions, including as Presidential Special Negotiator for the Philippines Military Bases Agreement; as Special Mediator for Water in the Middle East; as a Special Emissary to Jordan’s King Hussein during the 1991 Gulf War; and as an Ambassador, directing U.S. assistance to the new independent states of the former Soviet Union. Mr. Armitage is also a former Assistant Secretary of Defense for International Security Affairs, and a former Assistant Secretary of Defense for East Asia and Pacific Affairs. Mr. Armitage has received numerous U.S. military decorations, has been awarded the Department of Defense Medal for Distinguished Public Service four times, and has received the Presidential Citizens Medal and the Department of State Distinguished Honor Award. In 2005, he was awarded a KBE and became a Knight Commander of the Order of St. Michael and St. George. Mr. Armitage was also appointed as an honorary companion to the Order of Australia (Australian Knighthood) and an honorary companion of the New Zealand Order of Merit. In November 2015, Mr. Armitage was awarded the Grand Cordon of the Order of the Rising Sun from Japan. Mr. Armitage served on the board of directors of ConocoPhillips (NYSE: COP), one of the largest integrated energy companies in the United States, from 2006 to 2018.

Qualifications

Mr. Armitage brings to the Board significant leadership experience and industry expertise. Mr. Armitage has worked in the highest levels of the U.S. government, providing him with critical insight into the needs and operations of U.S. government intelligence, military, and civilian agencies, and other matters relating to foreign affairs. His many years of service on our Board, as well as his service on the boards of directors of other public and private companies, give him a significant understanding of the role of the Board and knowledge of the Company and its operations.

policy on IMF lending and global economic matters. Ms. Bush currently serves on the boards of directors of Discover Financial Services (NYSE: DFS), Marriott International, Inc. (NYSE: MAR), T. Rowe Price Group (NASDAQ: TROW) and Bloom Energy (NYSE:BE).*

*Ms. Bush has informed the Board that she will be retiring from one of her other public company boards (as she has reached the mandatory retirement age applicable for such board), and will no longer serve on such board after May 2020, bringing the number of public company boards on which she serves to three (in addition to the servingserved on the Company's Board).board of Marriott International, Inc. (NYSE: MAR) from 2008 to 2020.

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Qualifications

As an experienced financial and operational leader of numerous high-profile institutions in a variety of industries, Ms. Bush brings a broad understanding of the operations and business and economic challenges of public companies. Ms. Bush has chaired or served on all significant standing committees of public company boards during her career. Ms. Bush has deep knowledge of financial, investment, and governance matters, and received her MBA in finance from the University of Chicago. Her background and experience, including her experience with public policy matters and providing strategic advisory services in political and international arenas, coupled with her service and leadership in government, afford Ms. Bush with a valuable perspective for service on our Board.

Qualifications

Mr. Kerr brings to the Board significant leadership experience and industry knowledge, particularly within the intelligence community. His continued involvement in the formation of the nation’s security policies has ensured his continued expertise in this area. His many years of service on our Board, as well as his service on the board of directors of other high-profile companies in our industry, gives him a significant understanding of the role of the Board, and knowledge of the Company, its operations, and the markets it serves. His familiarity with and knowledge of issues relating to the operation of certain Company business activities involving programs designated as classified by the U.S. government and his understanding of cyber security risks give him the background to chair our Special Programs Oversight Committee.

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of Merit. Lieutenant General Minihan is a founder of the Intelligence and National Security Alliance in Washington, D.C., and serves on the boards of directors of CGI Federal, a subsidiary of CGI Group Inc., and Lexis Nexis Special Services Inc. He also is a former member of the board of directors of BAE Systems, Inc., a subsidiary of BAE Systems plc. and KEYW Corporation prior to its acquisition by Jacobs Engineering Group Inc (NSYE:JEC) in 2019.

Qualifications

Lieutenant General Minihan brings to the Board an impressive mix of military, government, business, and investment experience in the Company’s industry. His position as Managing Director for Paladin Capital Group also gives Lieutenant General Minihan keen insight into merger and acquisition activity within our industry. Lieutenant General Minihan’s industry knowledge is supplemented by his experience serving on numerous other public and private company boards in the defense and government IT services industry, and as a result he has deep understanding of the role of the Board and the Company, as well as the Company’s addressable markets.

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Mr. Phillips has served as Chief Executive Officer of ManTech and as a member of the board since 2018. Prior to his appointment as our Chief Executive Officer, Mr. Phillips served as the Company’s President and Chief Operating Officer from 2016 to 2017. From 2005 to 2016, Mr. Phillips served as the Company’s Chief Financial officer. Before that, Mr. Phillips served as the Company’s corporate vice president and assistant to the chairman and chief of staff. Mr. Phillips joined the Company in December 2002, when CTX Corporation was acquired by ManTech. Mr. Phillips had served as the chief financial officer of CTX Corporation. Mr. Phillips serves on the board of directors of Northern Virginia Technology Council (NVTC), a technology trade association, and the board of directors of Aerospace Industries Association (AIA).

Qualifications

As an experienced financial and operational expert for government IT service providers, Mr. Phillips brings his broad and deep experience and industry knowledge to his service on the Board. Mr. Phillips has served in senior financial and strategic roles with multiple IT service providers to the government for almost 25 years. Specifically with respect to ManTech, Mr. Phillips has a deep understanding of the Company and its operations, and has lead the development of the Company’s strategic vision to drive ManTech’s growth.

Recommendation of the Board of Directors

The Board recommends that you vote “FOR” the election of each of the director nominees listed above. All proxies executed and returned will be voted “FOR” all of the director nominees unless the proxy specifies otherwise.

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EXECUTIVE OFFICERS

We have set forth below the positions, names and ages (as of the Mailing Date) of our current executive officers (other than George Pedersen,Kevin Phillips, our Executive Chairman and Chairman of the Board, CEO and Kevin Phillips, our President and CEO)President). Biographical information for each of our executive officers is also presented below. The biographical and other required information for each of Mr. Pedersen and Mr. Phillips is presented in the section of this proxy statement captioned “Information Regarding the Nominees for Election as Directors."”

Our executive officers serve at the discretion of the Board.

Ms. Bjornaas has served as our Chief Financial Officer since November 2016. Prior to assuming the CFO role, Ms. Bjornaas served as the Company’sour Senior Vice President of Financial Planning and Analysis and Deputy Chief Financial Officer from December 2010 until November 2016.upon joining the Company in 2010. Ms. Bjornaas assumed the duties and responsibilities of the Company’s principal accounting officer in August 2012. Prior to joining ManTech, she was the chief financial officer of NCI, Inc., a public company that provided information technology and professional services and solutions to federal government agencies.

Matt Tait has served as our Chief Operating Office since July 2020. Mr. Tait served as president of ManTech’sthe Company’s former Mission Solutions and Services (MSS) business group sincefrom July 2018.2018 to June 2020. Before joining the Company in 2018, Mr. Tait held various positions at Accenture plc (NSYE: ACN), a $20 billion Fortune Global 500 company, for almost 20 years, where he most recently served as Senior Managing Director and Defense lead, where heand in that capacity led initiatives that transformed IT performance for customers in defense, federal civilian, health care and financial sectors. Prior to his time at Accenture, Mr. Tait served ten years as an officer in the U.S. Navy.

Rick Wagner has served as president of ManTech’s Mission, Cyber & Intelligence Solutions (MCIS) business group since January 2018. From 2015 through 2017, Mr. Wagner served as the Executive Vice President and Chief Operating Officer of MCIS, leading the group’s day-to-day operations, and before that as Senior Vice President ManTech’s Advanced Technology Solutions business. Before joining ManTech in 2015, Mr. Wagner was chief strategy officer at TASC, Inc., where he led merger and acquisition activity, including due diligence and integration for the merger with Engility Holdings, Inc. During his 16 years at TASC, Mr. Wagner held positions of increasing responsibility from program, and line management before becoming a senior executive.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis that follows this report. 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 and incorporated into ManTech’s Annual Report on Form 10- K for the fiscal year ended December 31, 2019.2021.

Compensation Committee Members

Barry G. Campbell, Chairman

Richard L. Armitage

Mary K. Bush

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis contains statements regarding individual and Company performance targets and goals. These targets and goals are disclosed in the limited context of our compensation program. These targets and goals are not statements of our expectations or estimates of results or other guidance. Investors should not apply the targets and goals to any other context.

This section describes the compensation for our Chief Executive Officer and Chief Financial Officer in 2019,2021, as well as each of our other threetwo most highly compensated executive officers in 2019,2021, all of whom we refer to collectively as our named executive officers. Our named executive officers for 20192021 were: George J. PedersenKevin M. Phillips (our Executive Chairman and Chairman of the Board), Kevin M. Phillips (ourBoard, Chief Executive Officer and President), Judith L. Bjornaas (our Executive Vice President and Chief Financial Officer), and Matthew A. Tait (our Chief Operating Officer) and Richard J. Wagner (presidentsBonnie Cook (Executive Vice President of our MSS and MCIS Business groups, respectively)Services).

Executive Summary

Our executive compensation program is based upon a foundation of providing compensation that has a strong relationship to performance, as exemplified byconsistent with our compensation philosophy (as described below).philosophy. We continuallyregularly evaluate the individual elementscomponents of our executive compensation program in lightthe context of current and anticipated market conditions, our operational needs and corporate governance requirements, and we make changes as needed and where necessary or appropriate for our business.business we will make changes to components of our program. We believe that our executive compensation structure continues to properly incentivizeincentivizes our executive officers’ contributionofficers to contribute to the Company’s financial and operational performance.performance and achievements.

Specifically, we believe thatWe designed the design of the non-discretionary component of our annual incentive compensation program tiesto align the interests of our executives to the Company’s financial resultswith our stockholders by providing significant incentive payments only where there is objective quantitative evidence of exemplary performance. For the non-discretionary component ofperformance (as demonstrated by our incentive compensation program in 2019, we used performance measures that relate to overall Company performance for our named executive officers who are corporate executives, and used a combination of overall Company performance measures and applicable business group performance measures for our named executive officers who are business group presidents.financial results). The discretionary component of our annual incentive compensation program provides us with flexibility to consider qualitative factors (and quantitative factors not included in the non-discretionary component of our program) so that, where appropriate, we can capture and reward the individual performance and contributions of our named executive officers that are not captured by the non-discretionary component of our program.

With regard to the equity component of our executive compensation program, in 20192021 the Company granted both time-based restricted stock units (time-based RSUs) and stock options (with the exception of Mr. Tait, who received a grant of performance-based restricted stock units (performance-based RSUs) in lieu of time-based RSUs and stock options, as discussed below). The stock options vest in equal installments over three years, beginning on the first anniversary of the grant date. Consistent with the timing of our grants to our employees generally,executive officers. Generally, the stock optionstime-based RSUs granted to our named executive officers were bifurcated into two tranches (a March grant and a November grant) in order to vary the timing of the realization of benefits from the stock options. The time-based RSUs granted in 20192021 vest in three equallyequal annual installments beginning

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installments beginning on the first anniversary of the grant date, and will be earned only if the named executive officer is employed with the Company through the applicable vesting date (or if, before a vesting date, the named executive officer’s employment terminates due to death or disability, in which case the award vests on that date). The performance-basedHowever, with respect to the time-based RSUs granted to Mr. TaitPhillips in 2019 established2021, approximately one-third of such RSUs are subject to a target numberseparate, five-year vesting schedule, with half of restricted stock units,RSUs cliff vesting on the fourth anniversary of the date of the grant, and the remaining half cliff vesting on the fifth anniversary of the date of the grant.

Throughout 2021, ManTech successfully navigated a complex and uneven operation environment driven by challenges relating to the ongoing and evolving pandemic (together with the actual number of restricted stock units earned based on the level of achievement of the performance metrics over a two-year period. The performance criteria usedvarious measures local, state and federal governments adopted to mitigate its impact). Our employees’ hard work was reflected in his performance-based RSUs are the compounded average growth rate (CAGR) for the Company's revenuesour financial and earnings per shareoperating results. In 2021, we achieved record backlog, grew our profit measures, and the CAGR of revenue and contribution to EPS for the MSS business group over the performance period. RSUs under the award will be earned only if at least a threshold level of performance is achieved and Mr. Tait is employed with the Company through the last day of the performance period (unless Mr. Tait's employment terminates due to death or disability before the last day of the performance period, in which case the award vests at target levels on that date).

In 2019, ManTech demonstrated continued strong financial performance. For the fourth consecutive year we delivered accelerating organic revenue growth, increased profitability,sustained our robust cash flow and continued business development momentum.flow. We finished 20192021 with revenues of over $2.2$2.55 billion, operating income of over $138.3$186 million, and cash flow from operations of over $221$212 million. In 2019, approximately 50% of our contract awards were for new business, and we continued to experience a robust level of proposal activity during the year. Our backlog exceeded $9.1 billion at the end of 2019. We also exited 2019 with minimal leverage, with cash on hand2021 having successfully deployed $380 million of $8.9 millioncapital acquiring two acquisitions in late 2021: Gryphon Finance, LLC (Gryphon), which provides a broad array of advanced digital and $36.5 million in outstanding borrowings undersystems engineering capabilities for Department of Defense agencies, and Technical and Management Assistance Corporation (TMAC), which provides advanced data engineering services and solutions that ensure the delivery of vital information to our $500 million revolving credit facility.Intelligence Community customers. For a more detailed description of our fiscal year 20192021 financial results, see our consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 20192021 Annual Report on Form 10-K.

Throughout 2019, our named executive officers led the Company through a number of important efforts in furtherance of our long-term strategy of delivering our broad set of capabilities to our customers through tailored solutions to meet the evolving requirements of their most important missions. We are committed to being recognized by our customers, employees and investors as the premier provider of technology and engineering services and solutions to the federal government market. Key initiatives led by our named executive officers included:

Objectives of Our Executive Compensation Program

Our executive compensation program is designed to support the Company’s key business objectives of creating long-term value for, and promoting the interests of, our stockholders. In order to align the interests of our executives with the interestthose of our stockholders, we believe that our executive compensation program should provide our executive officers with competitive compensation opportunities that reward contributions to theour Company’s financial and operational success, of the Company, as well as their personal performances.

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reward exceptional individual achievement where merited. Specifically, per our compensation philosophy, we believe that our executive compensation program should:

Executive Compensation Setting Process

The Compensation Committee is responsible for setting the compensation of our executive officers. In making executive compensation decisions, the Compensation Committee consults with our CEO and other members of our management team, and relies upon the assistance of EY, which serves as the Compensation Committee’s independent compensation consultant. For additional information about EY, see the Board of Directors and Committees of the Board of Directors section of this proxy statement, under the headercaption “Compensation Committee.”

The Compensation Committee believes that the input of management is an important part of the executive compensation setting process. As a result, the Compensation Committee requested that management provide initial recommendations with respect to the 20192021 compensation packages for each named executive officer. These recommendations included types and amounts of compensation for each executive, as well as appropriate goals for each of the 20192021 performance metrics, which were determined by the Compensation Committee. In setting each executive’s compensation opportunities for 2019,2021, the Compensation Committee considered management’s recommendation in light of, and in addition to, other factors, including the executive’s individual experience, organizational role and job responsibilities, performance, and prior compensation levels, as well as retention and other specific management needs of the Company.

In evaluating the reasonableness of its compensation decisions and the Company’s compensation programs generally, the Compensation Committee takes into account the compensation practices of, and the competitive market for executives at, companies with which we compete. To this end, the Compensation Committee asked EY to perform an analysis of the Company’s executive compensation program, including a review of the overall competitiveness of proposed compensation levels to prevailing market standards for executive officers. The market information included in this analysis was based on published compensation surveys for similarly-sized companies within the business software and services industry (as sorted and refined by EY on a position-by-position basis), as well as proxy analysis of the Company’s compensation peer group, and was used to generate “market consensus” figures for each of our executive officer’s total cash compensation (base salary and annual incentive) and, where available, total direct compensation (total cash compensation plus long-term incentives). Market consensus figures were presented at both the median and 75th75^th percentiles of the market data to provide general information on a market competitive range of compensation for each position.

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EY does not identify to the Compensation Committee the individual companies that compose the published survey data for each executive’s position. The Compensation Committee, in consultation with EY and management, determined the compensation peer group used to produce the proxy analysis. The primary basis for selecting the peer group was to identify public companies with which we compete directly for executive talent, customers, market share, capital, and shareholders. Our compensation peer group for the year comprised the following 1314 companies:

The Compensation Committee did not consider the market consensus figures for the purposes of benchmarking or otherwise targeting any component of executive compensation or total executive compensation at a particular percentile of market; rather the Compensation Committee used market consensus figures as a reference point in its overall determination of the types and amount of compensation to be paid to our executive officers, in light of the Compensation Committee’s own evaluation of the circumstances with respect to each executive officer. Factors that may cause an individual executive’s compensation to fall outside of the market consensus figures presented to the Compensation Committee include competitive factors, the Company’s financial and operating performance, compensation needs associated with hiring executive officers from other companies, the individual executive’s position or performance, the Company’s general view on the appropriate portion of compensation for its executives that should be cash-based, and other factors that may be considered relevant by the Compensation Committee in determining the best way to align our executive officers’ interests with those of our stockholders.

20192021 Named Executive Officer Compensation

Our compensation program utilizes three principal types of compensation: base salary, annual cash incentive payments, and long-term incentive compensation. While we do pay some compensation through employee benefits and perquisites, these forms of compensation generally do not represent a significant portion of the total compensation we pay our executives.

Base Salary

We pay our named executive officers base salaries that reflect the requirements of the marketplace. We also take into account themay consider an individual executive’s experience, base salary levels over the last several years, organizational alignment, personal performance, or internal pay equity considerations and (if applicable) size andamong other factors related to the business group for which the executive is responsible.factors. The consideration given to each of these factors differs from individual to individual, as deemed appropriate.

Based on the factors listed above, In March 2021, in March 2019, as part ofconnection with our regular annual salary setting process, the Compensation Committee approved increases to the base salaries for the Company’s named executive officers. The base salaries for Messrs. Phillips, Pedersen, Tait and Wagner were increased in the amount of $50,000, $160,000, $50,000, and $40,000, respectively, and the base salary for Ms. Bjornaas was increased in the amount of $50,000. In setting Mr. Pedersen's base salary for 2019, the Committee considereddetermined that Mr. Pedersen would not participate in the Company's annual cash incentive compensation program for 2019.

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The final annual base salaries for 2019each of Ms. Bjornaas and Ms. Cook should be increased by $50,000; no changes were made to the annual base salaries for Mr. Phillips or Mr. Tait. Final 2021 annual base salary levels for our named executive officers are shown in the following chart.were as follows:

Annual Cash Incentive Compensation Program

Our named executive officers with the exception of Mr. Pedersen, have the potential to earn cash payments through our annual incentive compensation program. Our annual incentive compensation program has both non-discretionary and discretionary components. The non-discretionary component of each executive’s annual incentive compensation opportunity was established pursuant to, and governed by, the Company’s 20192021 Executive Incentive Compensation Plan (2019(2021 IC Plan). On an annual basis, the Compensation Committee also considers for each executive whether a discretionary bonus payment is appropriate.

We have chosen to make annual incentive compensation payments in the form of cash rather than equity, as the equity compensation component of our compensation program is designed to provide a longer termlonger-term incentive for our named executive officers.

Non-Discretionary Incentive Compensation Payments

The material elements of the non-discretionary component of our annual incentive program are as follows:include:

Structure of 2019 2021 Non-Discretionary Incentive Opportunities

The 2021 IC Plan used the following Company-level performance measures.

The 2019 IC Plan uses the following performance measures at both the Company-level and business group-level.

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For 2019,2021, the non-discretionary annual incentives for each of Mr. Phillips and Ms. Bjornaasthe named executive officers were based solely on Company-level performance measures. By using only Company-level performance measures theso that incentives for these executives werethe named executive officers are balanced for all aspects of the Company’s business and were intended to encourage themour named executive officers to attend to the entire business of the Company and make decisions for thethat benefit of the entire Company. The achievement of each of the Company-level performance goalsgoal (expressed as a percentage relative to target) is multiplied by a weighting factor, and the resulting products are added to determine an overall Company-level performance score. For 2019,2021, the revenue, EBIT and bookings performance measures for Mr. Phillips and Ms. Bjornaasthe named executive officers were equally weighted. The Company-level performance measures, associated weighting factors, and goals for 20192021 are shown in the following table:

Company-Level Performance Measures

The non-discretionary annual incentives for each of Messrs. Tait and Wagner were based on a combination of the Company-level performance goals described above (using the same weighting factors used for Mr. Phillips and Ms. Bjornaas) and performance goals for the business group for which he was responsible. By using both Company-level and business group-level measures, the incentives were intended to encourage each of Mr. Tait and Mr. Wagner to make decisions that benefit both his business group and the Company as a whole. The overall performance score for the Company-level goals and the overall performance score for the business group-level goals are each multiplied by a weighting factor, and then added together to determine a composite performance score. For 2019, the overall Company-level and business group level performance scores for each of Messrs. Tait and Wagner were equally weighted. Certain business group-level performance measures, associated weighting factors, and goals are shown in the table below.

Business Group-Level Performance Measures

The performance score for each of our named executive officers is converted by fixed formula to an annual incentive award amount based on final 20192021 base salary. For 2019,2021, the non-discretionary incentive award opportunity under the 20192021 IC Plan for our named executive officers at threshold, target, and maximum performance levels is set forth in the following table.

Non-Discretionary Incentive Award Opportunities

Agreements with Our Named Executive Officers

Compensation and Retention Agreement for Mr. Pedersen

In determining the compensation of Mr. Pedersen, the Compensation Committee considers the terms of his retention agreement in addition to the Compensation Committee’s evaluation of the same factors applied to the other named executive officers. For 2019, as has been the case historically, Mr. Pedersen’s base salary was greater than the base salary for our other named executive officers, recognizing that Mr. Pedersen did not participate in our 2019 IC Plan and does not participate in any equity-based compensation programs (due to his substantial stock holdings). Mr. Pedersen does not participate in either our ESOP or 401(k) Plan.

We entered into a retention agreement with Mr. Pedersen at the time of our initial public offering in 2002 for the purpose of providing stable management following the offering. The retention agreement is for an indefinite term, and provides for an annual base salary of at least $1,000,000, to be reviewed annually by the Company and established for the upcoming year based substantially on the same factors and general compensation policies applicable to the Company’s other named executive officers. The retention agreement provides that Mr. Pedersen is entitled to receive contributions to qualified and non-qualified retirement plans, insurance programs, and perquisites on the same terms provided in previous years, including items such as the lease of an executive type of vehicle for business and personal use, portions of employees’ time spent on non-corporate matters on behalf of Mr. Pedersen (including attending to chauffeur/valet services and other assistance as required from time to time), and club memberships.

If we terminate Mr. Pedersen’s employment without cause, we are required to pay Mr. Pedersen a lump sum amount equal to one year’s base salary at the rate in effect immediately prior to his termination ($2,000,000 as of December 31, 2019). Mr. Pedersen agrees not to compete with us and not to solicit our customers or employees during the term of his employment and through a severance period.

Executive Continuity and Stay Incentive Agreements

The Company maintains Executive Continuity and Stay Incentive Agreements (ECSI Agreements) with our named executive officers (other than Mr. Pedersen).officers. The ECSI Agreements provide for an unvested right to a fixed cash payment (Award) in the event of an automatic conversion of the Company’s Class B Common Stock into shares of the Company’s Class A Common Stock resulting from the death of our co-founder,George J. Pedersen, our co-founder, Executive Chairman and Chairman of the Board, pursuant to Section 4.2(e)(5)(i) of the Company’s Second Amended and Restated Certificate of Incorporation (Triggering Event). The term of the ECSI Agreements commencedcommence on the date of execution, and continues until the third anniversary of that date, with automatic annual extensions thereafter unless the Company provides notice of termination, and subject to earlier termination if the executive officer’s employment with the Company terminates (i) for any reason before the Triggering Event, or (ii) for any reason other than a Qualifying Termination (as defined in the ECSI Agreements) on or after the Triggering Event.

Under the terms of the ECSI Agreements, each executive officer referenced above would receive an unvested right to the Award upon the occurrence of the Triggering Event. Vesting and payment of the Award is generally subject to a continued service requirement, with half of the amount of the Award paid on the first anniversary of the Triggering Event and half of the amount of the Award paid on the second anniversary of the Triggering Event, in each case subject to the executive officer’s continued employment with the Company through such time. Notwithstanding this continued service requirement, the full amount of any unpaid portion of an Award will be paid upon the occurrence of a “Change in Control” or a “Qualifying Termination” during the term of the ECSI Agreements and after the date of the Triggering Event. For the purposes of the ECSI Agreements, a Change of Control is deemed to have occurred upon the following events: the acquisition of beneficial ownership of fifty percent or more of the outstanding voting power of the Company’s stock, subject to certain exceptions; if the Company’s incumbent members of the Board at the beginning of any two-year period cease, for any reason, to constitute a majority of the Board, subject to certain exceptions; consummation of a reorganization, merger, or consolidation or sale or other disposition of all or substantially all of the assets of the Company, subject to certain exceptions; or approval by the Company’s stockholders of a complete liquidation or dissolution of the Company. For the purposes of the ECSI Agreements, a Qualifying Termination means a termination of the executive officer’s employment by the Company other than for “Cause” (as defined in the ECSI Agreements) and not due to the executive officer’s death or disability. Cause will be deemed to

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exist if the executive officer: (i) has been indicted for committing an act of fraud, embezzlement, theft or other act constituting a felony; (ii) willingly engages in illegal conduct or gross misconduct that significantly and adversely affects the Company; (iii) is unable to maintain a security clearance that is required and essential for the performance of the executive officer’s duties; or (iv) fails to perform the material duties of his or her position (subject to notice and/or cure periods in certain cases).

The ECSI Agreements provide that, to the extent that the part or all of the consideration, compensation or benefits to be paid to the executive officers under the ECSI Agreements would constitute “parachute payments” under Section 280G of the Internal Revenue Code and would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, then such amounts will be either provided in full or delivered to such lesser extent which would result in no portion of such amount being subject to excise tax, based on whichever option yields the greater amount, taking into account certain standard tax considerations. Additionally, the ECSI Agreements provide that any amounts payable thereunder are intended to be exempt under Section 409A of the Internal Revenue Code under the “short-term deferral” exemption, and contain standard provisions providing for (among other things) modification of the ECSI Agreements to the extent that the they would trigger any additional tax, penalty or interest imposed by Section 409A, in order to avoid that result while preserving, to the nearest extent reasonably possible, the intended benefit for the executive officers.

As of December 31, 2019,2021, the Award amount for each executive officer under the ECSI agreements is as follows (in each case payable over two years following the occurrence of a Triggering Event, and subject to the continued service condition requirement described above).

Special Compensation Agreement for Mr. Tait

In connection with his employment with us in June 2018, Mr. Tait entered into an arrangement pursuant to which he received a sign-on bonus of $1.5 million in July 2018. The sign-on bonus is subject to pro-rata recoupment if Mr. Tait voluntarily terminates his employment with us, or if we terminate Mr. Tait for good cause, prior to the two-year anniversary of his start date.

Other Matters

Say on Pay

At the 2017our 2020 annual meeting of stockholders, more than 99% of the advisory votes cast by stockholders on the compensation of our named executive officers (Say-on-Pay) were voted in favor of approving our 20162019 named executive officer compensation, as described in our 20172020 proxy statement. Our stockholders also voted in favor of a frequency of every three years for future Say-on-Pay votes, as was recommended by our Board. The Compensation Committee considered the final 2017 annual meeting results of this vote and determined that no changes to our executive compensation policies or decisions should be made in response to the vote, and that our stockholders should continue to be provided a Say-on-Pay vote every three years. In 2020, we again will hold a Say on Pay vote in Proposal 2, the final results of which will be considered by the Compensation Committee in determining whether any changes to our executive compensation policies or decisions should made be in response to the vote.response. Our current policy is to conduct a Say on Pay vote every three years, and unless that policy changes, our next Say on Pay vote will be held at our 2023 annual meeting of stockholders.

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Tax and Accounting Considerations

The Compensation Committee’s policy is to pay our executive officers in the manner that it believes is in the best interests of the Company. While the Compensation Committee has considered whether or not compensation will be deductible under Section 162(m) of the Internal Revenue Code when making compensation determinations, such tax deductibility has generally not been a decisive factor with respect to such determinations. This has in the past resulted in, and in the future will likely result in, the payment of compensation to our named executive officers that is not tax deductible.

Prior to the enactment of the Tax Cuts and Jobs Act in December 2017, Section 162(m) of the Internal Revenue Code generally limited to $1 million the U.S. federal income tax deductibility of compensation paid in one year to the Company’s CEO or any of its three next-highest-paid executive officers, other than the CFO, while performance-based compensation, such as our stock options, time-based RSUs, performance-based RSUs and non-discretionary payments under our annual incentive compensation program, was not subject to the $1 million deduction limit. The Tax Cuts and Jobs Act, among other changes, retained the $1 million deduction limit in Section 162(m), but repealed the performance-based exemption, while expanding the definition of “covered employees” to include the CFO and any executive who is subject to the limitation in tax years beginning after 2016. As a result, compensation paid to our named executive officers in excess of $1 million in 2019 will not be deductible for tax purposes.

Recovery of Incentive Payments

We are subject to the requirements of Section 304 of the Sarbanes Oxley Act of 2002, which provides for the recovery of certain incentive compensation payments made to our CEO or CFO in the event of an accounting restatement arising because of material non-compliance with financial reporting requirements due to misconduct. No incentive compensation payment to our CEO or CFO has ever been recovered under this provision, and we have not established any other policy regarding the forfeiture or recovery of incentive compensation. We expect to implement a clawback policy in accordance with the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the implementing regulations and standards adopted by the SEC and national securities exchanges thereunder.

Hedging and Short TermShort-Term Speculative Transactions

Through our insider trading policy, we prohibit any company personnel, including our directors, named executive officers and other employees, from engaging in any short-term, speculative securities transactions involving Company securities, including buying or selling put or call options, trading in options (other than those granted by the Company), engaging in hedging or monetization transactions, engaging in short sales, and holding securities in margin accounts or pledging securities as collateral. For the purpose of this policy, “hedging” includes purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engage in transactions that hedge or offset (or are designed to hedge or offset) any decrease in the market value of our stock or securities that we grant to our employees as compensation or that the individual holds.

Equity AwardGrant Policy

The Compensation Committee has adopted an equity awardgrant policy, which establishes thesets forth a framework forutilizing a consistent process for granting equity-based awards. The equity awardThis policy applies to all issuances of equity-based awards by the Company to officers, employees and members of the Board of Directors. TheUnder the policy, provides that equity awards are to be made on establishedpre-established grant dates, (except to minimize the riskextent that special circumstances arise and the Compensation or the Board of Directors determines that it is advisable to grant decisions are madean equity award at a time whenother than as set forth in the Company is in possession of material, non-public information.policy). The policy also indicates that it isstates the Company’s intent that no equity awards shall be backdated or otherwise manipulated with respect to the timing of the award in an attempt to benefit an award recipient. Under the policy, the grant dates for equity awards are specified by the policy, within fixed time frames, except in specific circumstances where the grant date must occur outside of the prescribed cycle. The policy also prescribes the manner for determining the exercise priceCompensation Committee or Board of stock option awards and that each stock option award shall vest in three equal installments beginning on the first anniversary of the grant date and shall expire five years from the grant date. The Compensation CommitteeDirectors is authorized to approve exceptions to the grant procedures specified in the equity awardgrant policy, as itthe Compensation Committee or Board of Directors deems appropriate.

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