SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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DynCorp
(Name of Registrant as Specified In Its Charter)
None
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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how it was determined):
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statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:
PROXY STATEMENT
NOTICE OF MEETING
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NOTICE OF 2001 ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of DynCorp, a Delaware corporation, will
be held at the principal executive offices of the Company, 11710 Plaza America
Drive, Reston, Virginia 20190, at 10:00 a.m., eastern daylight time, Monday,
June 18, 2001, to consider and take action on the following:
1. Election of Dan R. Bannister, Paul G. Kaminski, and David L. Reichardt to
serve as Class I directors for three-year terms;
2. Ratification of Arthur Andersen LLP as independent auditor for 2001; and
3. To act on such other business as is properly before the meeting.
Your Board of Directors recommends a vote "FOR" election of the nominees and a
vote "FOR" ratification of the independent auditor.
Please mail your voting card in the envelope furnished with the voting card.
It must reach the addressee no later than the close of business,
Wednesday, June 14, 2001, in order for the votes or instructions to be counted.
The voting instructions discussed in this proxy statement are being solicited on
behalf of the Board of Directors of the Company. The proxy statement, voting
cards, and the Company's 2000 Annual Report are being distributed on or about
May 15, 2001.
By Order of the Board of Directors,
/s/ H. M. Hougen
H. Montgomery Hougen
Vice President & Corporate Secretary
May 15, 2001
Return the enclosed voting card(s) today to assure that your vote is counted.
PROXY STATEMENT
TABLE OF CONTENTS
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Question Page
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What is a voting card?.......................................................1
What is a proxy statement?...................................................1
Who will receive this proxy statement?.......................................1
Who can vote?................................................................1
How can I vote shares in my Savings Plan account?............................1
What happens if I do not vote my Savings Plan shares?........................1
What about my ESPP shares?...................................................2
How do I vote?...............................................................2
How do I mark the voting card?...............................................2
Who will count the vote?.....................................................2
How many votes are necessary to adopt a proposal?............................2
Who attends the Annual Meeting?..............................................2
Is my vote confidential?.....................................................3
What does it mean if I get more than one voting card?........................3
Who owns the Company's common stock?.........................................3
Who pays for this proxy solicitation?........................................3
How do I receive an Annual Report?...........................................3
Can I revoke or change my voting card?.......................................4
What am I voting on?.........................................................4
Who are the nominees for director?...........................................4
What is an independent auditor?..............................................4
What is the purpose of my vote?..............................................5
Who are our other directors?.................................................5
Who are our other principal executives?......................................6
Does the Board of Directors have any standing committees?....................8
Are directors paid for their duties?.........................................9
Do directors receive other forms of compensation?............................9
Who determines executive compensation amounts?...............................9
What is the relationship between the members of the Compensation Committee...9
and the Company?
What are the Compensation Committee's compensation policies?.................9
What is the compensation of the named executive officers?...................11
Are there any employment contracts between the named executive officers ....13
and the Company?
What is our policy about stock ownership by executives?.....................13
How do our employees acquire stock?.........................................14
How does our stock performance compare with others?.........................15
Who are the largest stockholders of the Company?............................15
How much stock do our directors and officers own?...........................16
What is the role of the Audit Committee?....................................17
Have there been any business transactions between us and any ...............18
director or officer during the past year?
Can I suggest an item for inclusion on next year's proxy statement?.........18
PROXY STATEMENT
QUESTIONS AND ANSWERS
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What is a voting card?
A voting card is like a written ballot. It is sometimes called a "proxy"
card. When you instruct someone to vote your shares in a certain manner, the
designated person then acts as your agent or "proxy" in casting your vote or
giving your voting instructions.
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What is a proxy statement?
This is a proxy statement. When we offer you the opportunity to vote as a
stockholder or to give voting instructions, we must also give you certain
information about the Company, the election, and the independent auditor. For
example, the securities laws require that we furnish you with specific
information about stock ownership and executive compensation. Much of that
information is in this proxy statement. The balance of the financial and other
information that we are required to give you can be found in the Company's 2000
Annual Report on Form 10-K.
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Who will receive this proxy statement?
o Persons who own stock in their own names ("record holders") will receive
a proxy statement and one or more voting cards, together with an envelope
addressed to the Corporate Secretary. Record holders include current and former
employees who bought stock in their own names, outside investors, and the
Savings Plan Trusts, which hold stock on behalf of participants in the plans.
o Participants in the Savings and Retirement Plan and Capital Accumulation
and Retirement Plan (the "Savings Plans") who hold shares in a Company stock
account will receive a proxy statement and voting card, together with an
envelope addressed to the Savings Plans' ballot-counting agent.
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Who can vote?
All record holders can vote directly when they send in their voting cards.
The Savings Plan Trusts own shares directly and will vote those shares in
accordance with voting instructions received from their participants.
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How can I vote shares in my Savings Plan account?
The Savings Plan voting card shows the number of shares held in your
Company Stock Account as of the record date, including those allocated to your
ESOP Account as of December 31, 1999, as reduced by subsequent distributions.
The Savings Plan document designates participants as "named fiduciaries", which
allows participants to give voting instructions for their shares. Your voting
instructions, together with the instructions of all other participants who mail
in their voting cards, will be counted by the Savings Plan trustee to determine
the proportion of votes "for" or "against" each nominee. Then the Savings Plan
trustee will vote all the shares in the Savings Plans, including those allocated
to the accounts of other participants who have not given any instructions, in
the same proportions "for" or "against" the respective matter, unless following
the participant instructions would at the time be contrary to the laws governing
such trusts, in which case the trustee will vote the shares in accordance with
the law.
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What happens if I do not vote my Savings Plan shares?
The Savings Plan documents provide that all shares are to be voted by the
trustee proportionately in the same ratio as actual voting instructions are
received. If you do not give voting instructions for shares in your account, the
other participants who do give voting instructions will actually instruct the
trustee how to vote them for you. On the other hand, if you do give voting
instructions, your instructions will determine the voting of a proportion of the
shares for which other participants have not given any instructions.
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What about my ESPP shares?
Shares purchased through the payroll deduction Employee Stock Purchase Plan
are issued directly in the participants' names, and they are record holders.
They vote those shares directly by sending in voting cards.
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How do I vote?
Mark, sign, and date the enclosed voting card, and return it immediately in
the enclosed envelope. If this is a joint account, both owners must sign the
card. It is important to match each voting card with the correct envelope that
came with it, because the voting instructions are counted by different parties.
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How do I mark the voting card?
If you want to vote for all the nominees for the Board of Directors, you
may check the box marked "FOR". If you want to vote against all the nominees,
check the box marked "AGAINST". If you want to vote against an individual
nominee, write that person's name on the line below the words "WITHHOLD
AUTHORITY". The words "withhold authority" really mean "against".
If you want to vote for ratification of Arthur Andersen LLP as independent
auditor, check the box marked "FOR". If you want to vote against ratification,
check the box marked "AGAINST". If you do not want to vote on the matter, check
the box marked "ABSTAIN".
If you do not mark any selections, your voting card will be voted for the
election of the directors and for ratification of the independent auditor.
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Who will count the vote?
The Corporate Secretary counts the votes of record holders. The Savings
Plan trustee has hired Mellon Investor Services, L.L.C. to count Savings Plan
voting cards. The trustee will vote the shares at the Annual Meeting.
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How many votes are necessary to adopt a proposal?
Each share that is held by a record holder is equal to one vote. On April
30, 2001 (the "record date"), there were 10,452,587 shares outstanding, and each
share carries one vote. Therefore, 5,226,294 shares will make up a quorum for
the meeting. When a quorum is present, the meeting can carry on business. A
majority of the total shares then represented at the meeting is necessary to
pass an action. Because the Savings Plan Trusts hold 8,602,426 shares, the
presence of a representative of the Savings Plan trustee will constitute a
quorum.
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Who attends the Annual Meeting?
Approximately 82% percent of our common stock is held by the Savings Plan
Trusts for the benefit of our current and former employees, and an additional 9%
is held directly by current and former employees. Because the Company
communicates frequently with its employees by means other than stockholder
meetings, our Annual Meeting has not recently been attended by persons other
than representatives of the Trusts, the Chairman of the Board, the Corporate
Secretary, and the vote inspectors.
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Is my vote confidential?
Savings Plan votes are confidential; the ballot-counting agency merely
advises the trustee of the total number of shares voted for or against a matter.
The Corporate Secretary will count votes cast by record holders, and those votes
are not confidential.
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What does it mean if I get more than one voting card?
You will get a Savings Plan voting card for your Savings Plan shares. If
you are also a record holder, you will receive a voting card for shares held
directly in your name. Some record holders may receive more than one record
holder voting card, because they hold shares in more than one account, such as
through a joint account or trust account. Please send in each card.
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Who owns the Company's common stock?
Beneficial owners of outstanding stock No. of shares Percentage
on April 30, 2001
- ------------------------------------------ ------------- ----------
Savings and Retirement Plan Trust 6,475,331 62.0%
Capital Accumulation and Retirement Plan Trust 2,127,095 20.3%
DynCorp directors and officers (1) (2) 932,341 8.9%
Other current or former DynCorp employees 435,482 4.2%
Outside investors 482,338 4.6%
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Total 10,452,587
1. Does not include approximately 51,248 shares held in the Savings Plan
Trusts on behalf of directors and officers.
2. See table on pages 15-16 for more information.
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Who pays for this proxy solicitation
The cost of printing and mailing the Annual Report and this proxy
statement, plus the cost of tabulating proxy cards and Savings Plan voting
instruction cards, will be paid by the Company.
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How do I receive an Annual Report?
The Savings Plans are sending Annual Reports to participants with these
proxy statements. Most of our record holders are also Savings Plan participants.
For record holders who are not Savings Plan participants, we are sending an
Annual Report directly with this proxy statement. If you have not received an
Annual Report through one of these methods, you may call the Corporate
Secretary's office at (703) 261-5029 or send a request by facsimile to (703)
261-5078, internal Company e-mail (Hougen, Monty), or by internet to
(monty.hougen@dyncorp.com), and we will send you a copy by e-mail or first class
mail.
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Can I revoke or change my voting card?
If record holders want to change their vote, they can revoke their voting
instructions by: (1) sending a written statement to the Corporate Secretary
prior to the Annual Meeting; (2) submitting a properly signed replacement voting
card with a later date to the Corporate Secretary; or (3) voting in person at
the Annual Meeting. Savings Plan participants cannot change their voting
instructions.
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What am I voting on?
The first item on the ballot is the election of the following nominees for
director. The second is for the ratification of the selection of Arthur Andersen
LLP as independent auditor.
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Who are the nominees for director?
The nominees for election as Class I directors for a three-year term are:
Dan R. Bannister Director since 1985
Mr. Bannister, age 70, Chairman of the Board, has served in that capacity
since 1997. He served as President of the Company from 1984 to 1997 and as Chief
Executive Officer from 1985 to 1997. He retired as an active employee of the
Company in 1999. He is a director of ITC Learning Corporation and Chairman of
the Northern Virginia Roundtable.
Paul G. Kaminski Director since 1997
Dr. Kaminski, age 58, also served as a director of the Company from 1988 to
1994. He is President and Chief Executive Officer of Technovation, Inc.
(consulting) and a General Partner of Global Technology Partners (investment
banking). He served in the United States Department of Defense as Under
Secretary of Defense for Acquisition and Technology from 1994 to 1997. He was
Chairman and Chief Executive Officer of Technology Strategies & Alliances
(strategic partnership consulting) from 1985 to 1994. He is a director of Anteon
Corporation; Condor Systems, Inc.; General Dynamics Corporation; and Veridian
Corporation.
David L. Reichardt Director since 1988
Mr. Reichardt, age 58, has served as Senior Vice President and General Counsel
of the Company since 1986. He served as President of Dynalectric Company, a
former subsidiary of the Company, from 1984 to 1986 and as Vice President and
General Counsel of DynCorp from 1977 to 1984.
The nominees have consented to serve for their respective terms. If a nominee is
unable to stand for election, the Board of Directors may, by resolution, provide
for a lesser number of directors or designate a substitute. In the latter case,
shares represented by proxies may be voted for a substitute director.
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What is an independent auditor?
An independent auditor audits the Company's financial statements each year, to
assure that the information contained in the Annual Report is presented in
accordance with generally accepted accounting principles. Representatives of the
independent auditor meet regularly with the Audit Committee of the Board of
Directors, and the Audit Committee reviews their reports and findings and
receives certain reports described below. Arthur Andersen LLP is one of the
largest such firms in the world, and it has provided this service to the Company
for nearly 50 years. The Board of Directors has selected Arthur Andersen LLP to
provide audit services to the Company again in 2001, on the advice of its Audit
Committee, and recommends that you ratify that selection. Representatives of the
independent auditor are not expected to attend the Annual Meeting.
The fees paid to our independent auditor in 2000 were:
AUDIT FEES: $ 468,100
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES: $ 0
ALL OTHER FEES: $ 243,810
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What is the purpose of my vote?
An affirmative vote of a majority of the shares represented at the meeting is
necessary to elect a director, and an affirmative vote for the independent
auditor helps assure the Board that it is making a suitable choice of auditor on
behalf of the stockholders. Your Board of Directors recommends a vote FOR these
nominees and FOR ratification. If a record holder does not send in a voting card
or marks "withhold" or "abstain" on a voting card, that will have the same
effect as voting against the matter. However, the Savings Plan trustee will vote
shares for which instructions are not received proportionately in the same ratio
as actual voting instructions are received.
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Who are our other directors?
The other current directors are:
T. Eugene Blanchard Director since 1988
Mr. Blanchard, age 70, served as Senior Vice President and Chief Financial
Officer from 1979 to 1997, when he retired as an active employee of the Company.
He is the Chairman of the Administrative Committee of the Company's Savings and
Retirement Plan and Capital Accumulation and Retirement Plan. He is a director
of Landmark Systems Corporation. His current term as a director expires in 2003.
Michael P. C. Carns Director since November 2000
General Carns, age 63, was the President and Director of the Center for
International Political Economy from 1995 to 2000. He is a retired General,
United States Air Force, who served as Vice Chief of Staff, United States Air
Force and as Director of the Joint Staff, Joint Chiefs of Staff. He is a member
of the Defense Science Board and the Board of Advisors, National Security
Agency. He is a director of Engineered Support Systems Inc. His current term as
a director expires in 2002.
Russell E. Dougherty Director since 1989
General Dougherty, age 80, was an attorney with the law firm of McGuire, Woods,
Battle & Boothe until his retirement in 1999. He is a retired General, United
States Air Force, who served as Commander-in-Chief, Strategic Air Command and
Chief of Staff, Allied Command, Europe. From 1980 to 1986, he served as
Executive Director of the Air Force Association and Publisher of Air Force
Magazine. He was formerly a member of the Defense Science Board; trustee of the
Institute for Defense Analysis; and trustee of The Aerospace Corp. His current
term as a director expires in 2001, and he will not stand for reelection.
Paul V. Lombardi Director since 1994
Mr. Lombardi, age 59, has served as President and Chief Executive Officer since
1997. He served as Chief Operating Officer from 1995 to 1997; as Executive Vice
President from 1994 to 1997; as Vice President from 1992 to 1994; as President
of the Federal Sector from 1994 to 1995; and as President of the Government
Services Group from 1992 to 1994. He was Senior Vice President and Group General
Manager, Planning Research Corporation from 1990 to 1992. He is a director of
Avid Medical Systems, Inc. and Chairman of the Professional Services Council
(services industry trade association). His current term as a director expires in
2003.
Dudley C. Mecum II Director since 1988
Mr. Mecum, age 66, is a Managing Director of Capricorn Holdings LLC (private
investment company). He was a partner, G. L. Ohrstrom & Co. (investment firm)
from 1989 to 1997. He served as Group Vice President and Director, Combustion
Engineering, Inc. from 1985 to 1988, and previously as Vice Chairman, Peat,
Marwick & Mitchell. He is a director of CCC Information Services Group, Inc.;
Citigroup Inc.; Lyondell, Inc.; and Suburban Propane Partners LLP. His current
term as a director expires in 2003.
H. Brian Thompson Director since 1999
Mr. Thompson, age 62, is President of Universal Telecommunications, Inc.
(private investment and advisory firm). He was Chairman and Chief Executive
Officer of Global TeleSystems Group, Inc. from 1999 to 2000. He was Chairman and
Chief Executive Officer of LCI International Inc. from 1991 to 1998, Vice
Chairman of Qwest Communications International Inc. from June to December 1998,
and Chairman of Telecom Eireann in 1999. From 1981 to 1990, he was Executive
Vice President, MCI Communications Corporation. He is a director of Bell Canada
International Inc.; Williams Communications Group, Inc.; Arraycomm, Inc.; and
I.C.L., Ltd. and a member of the management committee of Paging Brazil Holding
Company, LLC. He is Co-Chair for the Americas of the Global Information
Infrastructure Commission. His current term as a director expires in 2002.
Herbert S. Winokur, Jr. Director since 1988
Mr. Winokur, age 57, served as Chairman of the Board from 1988 to 1997. He is
Chairman and Chief Executive Officer of Capricorn Holdings, Inc. (private
investment company) and Managing General Partner of three Capricorn Investors
limited partnerships concentrating on investments in restructure situations. He
was formerly Senior Executive Vice President and Director, Penn Central
Corporation. He is a director of CCC Information Services Group, Inc.; ENRON
Corporation; Mrs. Fields Holdings, Inc.; and NATCO Group Inc. His current term
as a director expires in 2002.
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Who are our other principal executives?
In addition to the above-named directors who also hold offices, the Company's
executive officers and the presidents of our principal business units are:
* Stephen J. Cannon, age 47, President, DynCorp International LLC, has served in
that capacity since January 2001. He was Senior Vice President, DynCorp
Technical Services, Inc. from 1993 to 2000.
* Joseph L. Cunningham, age 53, President, DynCorp Information & Enterprise
Technology, Inc., has served in that capacity since June, 2000. He was Senior
Vice President, DynCorp Information & Enterprise Technology, Inc. from 1998 to
2000; Vice President, Professional Services Group, Northrop Grumman Corporation
in 1998; and Director, Professional Services Group, Northrop Grumman Corporation
from 1996 to 1998.
* John J. Fitzgerald, age 47, Vice President and Controller, has served in that
capacity since 1997. He was Vice President and Controller, PRC, Inc. from 1992
to 1997; Chief Financial Officer and Treasurer of American Safety Razor Company
from 1990 to 1992; Vice President and Controller of American Bank Stationery
Company from 1988 to 1990; and Chief Financial Officer and Treasurer of
Physician's Pharmaceutical Services, Inc. from 1986 to 1988.
* Patrick C. FitzPatrick, age 61, Senior Vice President and Chief Financial
Officer, has served in that capacity since 1997. He also served as Treasurer
during 1997. He was Chief Financial Officer, American Mobile Satellite
Corporation from 1996 to 1997; Senior Vice President and Chief Financial Officer
of PRC, Inc. from 1992 to 1996; and President and Chief Operating Officer,
Oxford Real Estate Management Services from 1990 to 1992.
Venkat R Gopalan, age 40, Vice President and Chief Information Officer, has
served in that capacity since June 2000. He was Senior Director, Business
Standards Group, DynCorp Information & Enterprise Technology, Inc., from 1998 to
2000; and Director, Standards Group, DynCorp Information & Enterprise
Technology, Inc., from 1996 to 1998.
* Paul T. Graham, age 34, Vice President and Treasurer, has served in that
capacity since 1997. He was Finance Manager of the Company from 1992 to 1994,
Assistant Treasurer from 1994 to 1997, and Director of Finance from 1995 to
1997.
H. Montgomery Hougen, age 66, Vice President and Secretary and Deputy General
Counsel, has served as Vice President since 1994 and as Corporate Secretary and
Deputy General Counsel since 1984.
* Marshall S. Mandell, age 58, Senior Vice President, Corporate Development, has
served in that capacity since 1998. He served as Vice President, Business
Development from 1994 to 1998. He also served as Acting President of the
Information & Engineering Technology strategic business unit from 1997 to 1998.
He served as Vice President, Business Development, Applied Sciences Group from
1992 to 1994. He was Senior Vice President, Eastern Computers, Inc. from 1991 to
1992 and President of the Systems Engineering Group, Ogden/Evaluation Research
Corporation from 1984 to 1991.
* James P. McCoy, age 57, President of DynCorp Information Systems LLC, has
served in that capacity since December 1999. He served as Executive Vice
President of the Information & Enterprise Technology business unit from 1998 to
December 1999. He was Senior Vice President of the Professional Technical
Services business unit of GRC International, Inc. from 1995 to 1997.
* W. Ben Medley, age 54, President of DynCorp Technical Services LLC, has served
in that capacity since January 2001. He was President of BAE SYSTEMS, Flight
Systems of BAE SYSTEMS North America, Inc. from 1998 to 2001, President, Marconi
Flight Systems, Inc. in 1998, and Vice President, Aerospace Operations, Tracor,
Inc. from 1996 to 1998.
Ruth Morrel, age 46, Vice President, Law and Compliance, has served in that
capacity since 1994. She served as Group General Counsel from 1984 to 1994.
Charlene A. Wheeless, age 36, Vice President, Corporate Communications, has
served in that capacity since February 2000. She served as Director, Corporate
Communications from 1996 to 2000 and as Manager, Corporate Communications from
1992 to 1995. She was Director, Employee Communications for PRC, Inc. from 1995
to 1996.
Robert G. Wilson, age 60, Vice President and General Auditor, has served in that
capacity since 1985.
* The persons designated by an asterisk, as well as the officers who are also
directors, have been designated as "officers" for purposes of Rule 16a-1, issued
under Section 16 of the Securities Exchange Act of 1934.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Securities Exchange Act requires certain officers and directors to file
periodic reports of purchases and sales of the Company's stock to the Securities
and Exchange Commission. We believe that all required persons filed all required
reports under Section 16 of the Act in a timely manner.
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Does the Board of Directors have any standing committees?
Our Board of Directors has established several standing committees of directors.
o Audit Committee: Provides oversight and review of the Company's accounting
and financial functions and its financial reporting process.
o Business Ethics and Compliance Committee: Oversees the implementation and
maintenance of, and assures corporate compliance with, a comprehensive
business ethics and legal compliance program.
o Compensation Committee: Reviews, approves, and revises the Company's
compensation policies, practices, and plans, including the appropriateness
of salary, incentive compensation, stock option, and other benefit matters.
o Executive Committee: Acts for the Board of Directors between meetings.
o Nominating Committee: Provides the Board of Directors with recommendations
concerning the qualifications of potential candidates for membership on
the Board. The Committee may, but is not obligated to, consider written
suggestions of potential candidates submitted by stockholders.
Recommendations should be directed to the Chairman of the Board at the
Company's address.
Membership roster:
Name Board of Directors Audit Business Ethics Compensation Executive Nominating
- ---- ------------------ ----- --------------- ------------ --------- ----------
Mr. Bannister Chairman Member Member
Mr. Blanchard Member Member Member
Gen. Carns Member
Gen. Dougherty Member Member Member
Dr. Kaminski Member Chairman Member Member
Mr. Lombardi Member Member
Mr. Mecum Member Chairman Member
Mr. Reichardt Member
Mr. Thompson Member Member
Mr. Winokur Member Chairman Chairman Chairman
No. of meetings in 2000: 4 5 3 4 7 1
Each director attended at least 75% of the meetings of the Board of Directors
and the various committees on which he served.
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Are directors paid for their duties?
Mr. Bannister receives an annual fee of $144,000 to serve as Chairman of the
Board and member of various Board committees and to provide other services to
the Company. Other non-employee directors receive an annual retainer fee of
$20,000 as directors and $2,750 for each committee on which they serve. The
chairmen of the Business Ethics and Compliance, Compensation, and Executive
Committees receive an additional annual fee of $2,000, and the chairman of the
Audit Committee receives an additional annual fee of $3,000. We also pay
non-employee directors a meeting fee of $1,000 for attendance at each Board
meeting and $500 for attendance at committee meetings. Directors are reimbursed
for expenses incurred in connection with attendance at meetings and
participation in other Company activities.
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Do directors receive other forms of compensation?
Directors may also receive stock options. 5000 options were granted to General
Carns in 2000. Non-employee directors do not participate in other benefit plans
of the Company.
Because our directors can incur personal liability for activities in connection
with our business, we purchase insurance to cover claims against our directors
and officers and to cover losses incurred in our indemnification of directors
and officers as required or permitted by law. The directors and officers covered
are the directors and officers of the Company and its subsidiaries. There is no
allocation or segregation of the premium for specific subsidiaries or individual
directors and officers.
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Who determines executive compensation amounts?
The Compensation Committee of the Board of Directors sets policies and rates for
executive compensation. The members of the Compensation Committee during 2000
were: Mr. Winokur, Chairman of the Committee; General Dougherty; and Dr.
Kaminski.
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What is the relationship between the members of the Compensation Committee and
the Company?
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of the Compensation Committee are current or former
employees of or have a business or other relationship with the Company. No
executive officer of the Company serves on the board of directors or
compensation committee of any entity (other than subsidiaries of the Company)
whose directors or executive officers served on the Board of Directors or
Compensation Committee of the Company.
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What are the Compensation Committee's compensation policies?
The following comments and several tables in this proxy statement pertain to
certain "named executive officers". For this proxy statement, that term applies
to Mr. Lombardi, President and Chief Executive Officer; Mr. FitzPatrick, Senior
Vice President and Chief Financial Officer; Mr. Mandell, Senior Vice President,
Corporate Development; Mr. Reichardt, Senior Vice President and General Counsel;
and Mr. Cunningham, President of DynCorp Information & Enterprise Technology,
Inc.
What is our compensation philosophy?
Our compensation programs have been carefully designed to motivate our
management team to create and maximize stockholder value. The linking of
executive compensation with the returns realized by our stockholders has proven
to be instrumental to our continued growth and performance. Our Compensation
Committee consists of three independent non-employee directors who have the
primary responsibility to administer executive compensation programs, policies,
and practices. Our executive compensation program consists of three elements:
base pay, an annual incentive program, and a long-term incentive compensation
program. The mix of short- and long-term incentives is continually reviewed to
assure the proper linkage between executive rewards and stockholder returns.
How do we determine base pay?
The base pay of our executives is determined by individual performance and
comparisons to executive compensation in the service, information technology,
and general industry businesses.
How are annual bonuses determined?
The purpose of annual bonuses is to motivate and reward key executives for their
achievement of pre-established, measurable objectives that have significant and
direct impact on the overall success of the company and its business. At the
beginning of the year, company and unit financial objectives, individual
objectives, and target incentive award levels are established and confirmed in
writing for each participant. At the conclusion of the year, the achievement of
the specified financial objectives and individual objectives are scored and
weighted for each participant according to established formulae to determine the
actual bonus amount to be awarded.
How is compensation used to focus management on long-term value creation?
Stock options are granted to aid in the retention of key employees and to align
the interests of management employees with those of the stockholders. Stock
options have value for management employees only if the price of the Company's
stock increases above the market value on the grant date and the employee
remains in our employ for the period required for the stock option to be
exercisable, thus providing an incentive to remain in our employ. Additionally,
stock options directly link a portion of the management employee's compensation
to the stockholders' interests by providing an incentive to maximize stockholder
value. In addition, 20% of the Executive Incentive Plan bonus is normally paid
in the form of shares of stock, valued at then-current market value.
By the Compensation Committee:
Herbert S. Winokur, Chairman
Russell E. Dougherty
Paul G. Kaminski
================================================================================
What is the compensation of the named executive officers?
SUMMARY COMPENSATION TABLE
Long-term compensation
Annual compensation awards
Other
annual Restricted Securities
compen-sation stock underlying All other
Name and principal Salary ($) Bonus ($)(2) award(s) options/SARs (#) compensation
position Year (c) ($) (1) (e) ($) (g) ($) (4)
(a) (b) (d) (f) (i)
Paul V. Lombardi 2000 395,385 278,400 14,173 587,500(3) 30,000 12,715
President & Chief 1999 370,400 78,800 5,386 -- 70,000 11,893
Executive Officer 1998 342,104 185,300 -- -- -- 14,283
Patrick C. FitzPatrick 2000 283,154 165,300 11,501 -- 10,000 13,746
Senior Vice President 1999 272,170 43,300 5,227 -- 30,000 14,793
& Chief Financial 1998 248,947 129,800 -- -- -- 10,896
Officer
Marshall S. Mandell 2000 238,154 139,200 11,349 -- 10,000 9,694
Senior Vice President, 1999 224,446 36,200 4,471 -- 30,000 9,144
Business Development 1998 212,724 87,300 -- -- 40,000 10,854
David L. Reichardt 2000 283,154 165,300 11,349 -- 30,000 12,775
Senior Vice President 1999 272,170 43,300 5,371 -- 30,000 14,144
& General Counsel 1998 248,947 204,800 -- -- -- 16,706
Joseph L. Cunningham 2000 187,234 110,900 10,823 -- 40,000 7,161
President, DynCorp 1999 156,971 63,500 10,215 -- 15,000 8,067
Information & 1998 33,333 -- -- -- -- 1,867
Enterprise Technology,
Inc.
- --------------------------- ------- ----------- ----------- ------------------
(1) Column (d) reflects bonuses earned and expensed during year, whether
paid during or after such year. Twenty percent of executive incentive
plan bonuses is normally paid in the form of shares of Common Stock,
valued at then-current market value.
(2) Column (e) reflects payments in lieu of reimbursement of insurance
costs.
(3) Mr. Lombardi was awarded 25,000 shares of restricted stock, which will
vest entirely and be distributable at such time as, but only in the
event that, the price of common stock exceeds $40.00 per share by a
date no later than December 31, 2002. No dividends will be paid on the
restricted stock. The shares shown in column (f) constitute the only
shares of restricted stock owned by Mr. Lombardi.
(4) Column (i) includes respective individual's pro rata share of the
Company's contribution to the former Employee Stock Ownership Plan
("ESOP"), Company-matching contributions to the Savings and Retirement
Plan ("SARP"), and the imputed income for Company-paid premiums for
supplemental executive retirement plan life and term life insurance.
These amounts are:
ESOP contributions ($) SARP contributions ($) Imputed Income ($)
Name 2000 1999 1998 2000 1999 1998 2000 1999 1998
Mr. Lombardi 4,539 4,273 4,435 3,000 2,886 3,000 5,176 4,735 6,848
Mr. FitzPatrick 4,539 4,273 4,435 2,625 2,500 2,338 6,582 8,020 4,122
Mr. Mandell 4,539 4,273 4,435 2,250 2,143 2,143 2,905 2,728 4,277
Mr. Reichardt 4,539 4,273 4,435 3,281 3,125 3,125 4,955 6,746 9,146
Mr. Cunningham 4,539 4,273 993 -- -- -- 2,622 3,794 894
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants Potential realizable
value at assumed annual
rates of stock price
appreciation for option
term
Number of Percent of total
securities options/ SARs
underlying granted to Exercise or
options/SARs employees in base price Expiration
Name granted (#) fiscal year ($/Share) date 5% ($) 10% ($)
(a) (b) (c) (d) (e) (f) (g)
Mr. Lombardi 30,000 7.0% 23.50 06/20/2010 1,148,445 1,828,770
Mr. FitzPatrick 10,000 2.3% 23.50 06/20/2010 382,815 609,590
Mr. Mandell 10,000 2.3% 23.50 06/20/2010 382,815 609,590
Mr. Reichardt 10,000 2.3% 23.50 06/20/2010 382,815 609,590
Mr. Cunningham 40,000 9.4% 23.50 06/20/2010 1,531,260 2,438,360
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
Number of securities
underlying unexercised Value of unexercised
options/SARs at fiscal in-the-money options/ SARs
year-end (#) at fiscal year-end ($)
Shares acquired
on exercise (#) Value Exercisable/ Exercisable/
Name (b) realized ($) Unexercisable Unexercisable
(a) (c) (d) (e)
Mr. Lombardi -- -- 112,000 143,000 1,392,000 687,000
Mr. FitzPatrick -- -- 60,000 80,000 570,000 570,000
Mr. Mandell -- -- 56,500 66,000 582,250 389,000
Mr. Reichardt -- -- 85,000 55,000 1,042,500 362,500
Mr. Cunningham -- -- 2,500 52,500 13,750 283,750
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Company has established a Supplemental Executive Retirement Plan for certain
senior executives, including the named executive officers, whereby the
individuals (or their beneficiaries) receive payments having an aggregate amount
equal to 150% of the sum of their final annual salary rate plus their final
target annual bonus, paid over the ten-year period following their normal
retirement, disability retirement, and, in some cases, early retirement. Upon
their death following such retirement, the individuals' beneficiaries also
receive an additional aggregate lump-sum payment equal to one-half of the
foregoing amount. In the event of their death prior to retirement, the
individuals' beneficiaries receive, in lieu of the foregoing payments, an
aggregate lump-sum payment equal to 100% of the sum of their final annual salary
rate plus their final target annual bonus. The Company funds some of such
payments through life insurance policies.
================================================================================
Are there any employment contracts between the named executive officers and
the Company? Except for the change-in-control severance agreements described
below, there are no employment contracts between us and the named executive
officers.
We have entered into change-in-control severance agreements with Messrs.
Lombardi, FitzPatrick, Mandell, and Reichardt (the "Severance Agreements"). Each
Severance Agreement provides that certain benefits, including a lump-sum
payment, will be triggered if the executive is terminated following a change in
control of the Company, unless termination occurs under specific circumstances
set forth in the Severance Agreements. A change in control would occur if we
were to be substantially acquired by a new owner or if a majority of our Board
of Directors were replaced. The Severance Agreements currently expire on
December 31, 2001, but are subject to annual automatic renewal unless terminated
by the Board of Directors. The amount of such lump-sum payment would be 2.99
times the sum of the executive's annual salary and average incentive
compensation for the three prior years. Other benefits include payment of
incentive compensation not yet paid for the prior year and a pro rata portion of
incentive compensation awards for the current year, as well as immediate vesting
of all unvested stock options. Each Severance Agreement also provides a
reduction if the payment exceeds the amount we are entitled to deduct on our
federal income tax return. The Severance Agreements also provide that we will
reimburse the individual for legal fees and expenses incurred by the executive
in enforcing his rights under the Severance Agreements.
================================================================================
What is our policy about stock ownership by executives?
In 1995, the Board of Directors established the DynCorp Equity Target Ownership
Policy ("ETOP"). The ETOP applies to all employees in bands 1 through 3 of the
Executive/Senior Management Compensation Program, including the named executive
officers. The ETOP implements the Compensation Committee's belief that
significant stock ownership by management employees will provide an incentive
for those managers to improve stockholder value over the long term. This will
benefit the managers as well as all stockholders. The ETOP establishes goals of
stock ownership based on individual levels of compensation. It provides that the
aggregate value of shares owned directly by the individuals or held on their
behalf in various plans, like the Savings Plans, be at least as great as the
following multiples of their base annual salary:
Base salary rate of: required value of holdings:
-------------------- ---------------------------
Chief Executive Officer 4.0 times base salary
$300,000 or more 3.0 times base salary
$200,000 to $299,999 2.5 times base salary
less than $200,000 1.5 times base salary
If an executive subject to the ETOP purchases a block of 250 shares or more on
our Internal Stock Market in the course of meeting ETOP targets, the executive
pays 85% of the purchase price, and we pay the remainder as well as an
additional amount of taxes on the company-paid portion. This is intended to have
an after-tax effect similar to a purchase of shares through the Employee Stock
Purchase Plan mentioned below.
How do our employees acquire stock?
We have provided several additional ways for our employees, including the named
executive officers and other employees subject to the ETOP, to acquire stock.
o Our Savings Plans are tax-deferred (401(k)) retirement plans open to
substantially all employees. Until January 1, 2001, the two Savings Plans
were part of a single Savings and Retirement Plan. Participants may defer
receipt of a portion of their compensation, limited to a maximum amount of
$10,500 per year in the case of the named executive officers. The Company
contributes such amounts to the Savings Plan Trust on their behalf. The
investment options for participants include a Company stock fund, as well
as 13 T. Rowe Price investment funds. The Company may make a discretionary
contribution on behalf of participants, may partially match a participant's
salary-deferral contribution, and may supplementally match investments in
the Company stock fund. In 2000, the Trust for the former Savings and
Retirement Plan acquired shares for investments in the Company stock fund
and the Company-match portion for individual investments in the Company
stock fund by purchase on the Company's Internal Stock Market. The salary
deferral portion is always vested. Vesting in the Company-match portion
occurs on the earlier of termination of employment because of normal
retirement, death, or disability or completion of one year of employment.
o Our Employee Stock Ownership Plan ("ESOP") was merged into the Savings
Plans on January 1, 2001. The Company made periodic contributions to the
ESOP Trust each year. The ESOP Trust used these contributions to buy shares
of the Company's stock. Shares purchased during the year were allocated, as
of the end of the year, to the accounts of all participants based on annual
compensation, up to a maximum allowable compensation of $170,000 in the
case of the named executive officers. Contribution levels in 2000 were
approximately 2.7% of compensation. Vesting in the shares occurs over the
first four years of employment.
o Our Executive Incentive Plan ("EIP") is a bonus compensation plan for
corporate officers and other key executives, including the named executive
officers. Each participant's performance for the year is measured against
certain individual criteria and our performance for the year. Following
such measurement, the Compensation Committee determines the amount of
bonuses payable to the participants. Twenty percent of these EIP payments,
net of taxes, is normally made in shares of stock, valued at the
then-current market price.
o Our Employee Stock Purchase Plan ("ESPP") is a tax-qualified employee stock
purchase plan. All employees can participate in the ESPP. They may
contribute a portion of their salary, at rates not to exceed $450 per week,
on an after-tax basis. The contributions are used to purchase stock on
their behalf in our Internal Stock Market. We contribute an amount equal to
15% of each individual's deferrals to purchase additional shares on their
behalf. The purchaser must hold ESPP-purchased shares for at least one
year.
o Our 1995 Stock Option Plan is a non-qualified (for income tax purposes)
stock option plan. Key managers, including the named executive officers,
received stock options from time to time. A stock option permits them to
purchase a certain number of shares over a period of seven or ten years, at
the market price in effect at the time of the grant. Options vest in equal
increments over the next five years (the next four years for options
granted after March 5, 1998), if the participant remains an employee for
the full vesting period. When a portion of the option vests, the
participant may exercise the option by payment of the exercise price. The
difference between the exercise price and the market value of the shares at
time of exercise is taxable as salary-type income. If the participant
leaves the Company because of normal retirement, death, or disability, all
the options vest immediately. Vested options may be exercised over a six-
or twelve-month period following such termination. If employment is
terminated for other reasons, options are normally forfeited.
o Our 1999 Long-Term Incentive Stock Plan is a performance-based stock and
cash incentive plan, under which the Compensation Committee may grant stock
options, stock appreciation rights, restricted stock, and other stock-based
grants and awards, as determined by the Compensation Committee. Options are
granted at the then-current market value. Options granted to the named
executive officers in 2000 will vest at the earlier of six years following
the grant date or age 65; provided that vesting will accelerate if the
market price of the Company's stock reaches certain threshold levels.
================================================================================
How does our stock performance compare with others?
The following chart shows a comparison of the theoretical returns on an
investment of $100 in our stock on December 31, 1995, using the valuation
price established by the Board of Directors for purposes of a former
Stockholders Agreement and for the Internal Stock Market, with a similar
$100 theoretical investment in each of the NASDAQ composite index and a
composite of several other Government technical services companies on the
same date. The chart shows the comparable value in dollars of each such
investment, as of the end of each of the following five years.
Who are the largest stockholders of the Company?
As of April 30, 2001, 10,452,587 shares of common stock, which is the only
class of voting securities of the Company, were outstanding. The following table
presents information as of April 30, 2001, concerning the largest stockholdings,
including the only beneficial owners of five percent or more of the outstanding
shares of the Company's common stock.
Name and address of Amount & nature of Percent of
beneficial owner ownership shares
DynCorp Savings and Retirement Plan Trust 6,475,331 61.9%
c/o DynCorp Direct
11710 Plaza America Drive
Reston, Virginia 20190
DynCorp Capital Accumulation and Retir 2,127,095 20.3%
Plan Trust Direct
c/o DynCorp
11710 Plaza America Drive
Reston, Virginia 20190
(1) The Trusts hold these shares for the accounts of several thousand
participants who are current or former employees of the Company. The
trustee votes the shares in accordance with instructions received from
participants.
(2) The Company provides administration for, and regularly contributes funds
to, the Savings Plans, which are the Company's principal employee
retirement benefit plans.
================================================================================
How much stock do our directors and officers own?
The following table presents information as of April 30, 2001, concerning the
beneficial ownership of the Company's common stock by nominees, directors, and
named executive officers and all directors and officers as a group. Shares
include those held on behalf of the individuals in the SARP trust.
Amount & nature of ownership
Outstanding Obtainable Percent of
Name and title of beneficial owner shares shares (1) Total shares (2)
D. R. Bannister 265,330 165,000 430,331 Direct }3.9%
Chairman of the Board & Director 43,221 43,221 Indirect
T. E. Blanchard 34,022 83,000 117,022 Direct }1.3%
Director 45,326 (3) 45,326 Indirect
M. P. C. Carns 0 0 0 *
Director
R. E. Dougherty 4,864 0 4,864 Direct *
Director
J. L. Cunningham 570 55,000 55,570 Direct *
President, DynCorp Information & 810 810 Indirect
Enterprise Technology, Inc.
P. C. FitzPatrick 2,194 76,666 78,860 Direct } *
Senior Vice President & Chief Financial 4,982 4,982 Indirect
Officer
P. G. Kaminski 0 10,000 10,000 Direct } *
Director
P. V. Lombardi 28,342 146,666 175,008 Direct }1.5%
President, Chief Executive Officer & 8,564 8,564 Indirect
Director
M. S. Mandell 8,779 70,166 78,945 Direct } *
Senior Vice President, Corporate 4,104 4,104 Indirect
Development
D. C. Mecum II 2,825 5,000 7,825 Direct *
Director
D. L. Reichardt 23,738 158,028 181,766 Direct }1.5%
Senior Vice President, General Counsel & 7,126 7,126 Indirect
Director
H. Brian Thompson 0 2,500 2,500 Direct *
Director
H. S. Winokur, Jr. 18,139 0 18,139 Direct }3.5%
Director 409,773 409,773 Indirect
All directors and officers as a group 429,454 901,659 1,331,113 Direct }15.4%
554,135 554,135 Indirect
(1) Column reflects shares which the individual may obtain within 60 days,
including shares issuable upon exercise of options which will be vested as
of the end of such period.
(2) Reflects aggregate direct and indirect shares as a percentage of fully
diluted shares. An asterisk indicates that beneficial ownership is less
than one percent of the class.
(3) Mr. Blanchard disclaims beneficial ownership of 40,000 shares owned by his
spouse.
================================================================================
What is the role of the Audit Committee?
The Audit Committee of the Board of Directors is responsible for providing
oversight and review of the Company's accounting and financial functions and its
financial reporting process in consultation with the Company's independent and
internal auditors. The Committee is composed of three members of the Board of
Directors who would, if the Company's common stock were listed for trading on
the NASDAQ, qualify as being "independent" in accordance with Rule 4200(a)(14)
of the NASD listing standards. The Committee operates under a charter, called a
"Position Description", adopted by the Board of Directors. A copy is attached as
Attachment A to this proxy statement.
The Committee has reviewed and discussed the Company's audited financial
statements for 2000 with management. It has discussed with the independent
auditor the (A) methods used to account for significant unusual transactions;
(B) the effect of any significant accounting policies in controversial or
emerging areas for which there is a lack of authoritative guidance or consensus;
(C) the process used by management in formulating particularly sensitive
accounting estimates and the basis for the auditor's conclusions regarding the
reasonableness of those estimates; and (D) whether there were any disagreements
with management over (1) the application of accounting principles, (2) the basis
for management's accounting estimates, and (3) the disclosures in the financial
statements. The Committee has also met privately with representatives of the
independent auditor, without management presence.
The Committee has received a letter from the independent auditor confirming that
there are no relationships between the auditor and its related entities and the
Company and its related entities that, in the auditor's professional judgment,
may reasonably be thought to bear on independence and confirming that in the
auditor's professional judgment it is independent of the Company. The Committee
has discussed the independent auditor's independence with the independent
auditor. The Committee has also considered whether the fees paid to the
independent auditor for matters other than customary audit services are
compatible with maintaining the auditor's independence.
Based on the review and discussions referred above, the Committee recommended to
the Board of Directors that the audited financial statements be included in the
Company's Annual Report on Form 10-K.
By the Audit Committee:
Dudley C. Mecum II, Chairman
T. Eugene Blanchard
H. Brian Thompson
================================================================================
Have there been any business transactions between us and any director or officer
during the past year?
Mr. Blanchard served as a trustee and chairman of the Administrative Committee
of the Employee Stock Ownership Plan through 2000 and currently serves as
Chairman of the Administrative Committee for the Savings Plans. He is
compensated at an hourly fee rate and is reimbursed for expenses. Total fees
paid in 2000 were $39,190.
================================================================================
Can I suggest an item for inclusion on next year's proxy statement?
An eligible stockholder who wants to have a qualified proposal considered for
inclusion in the proxy statement for the 2001 Annual Meeting of Stockholders
must notify the Corporate Secretary at: DynCorp, 11710 Plaza America Drive,
Reston, Virginia 20190-6039 of that desire. The proposal must be received at the
Company's offices no later than January 14, 2002. In order to be eligible to
submit a proposal, the stockholder must have been a registered or beneficial
owner of at least one percent of the Company's common stock or stock with a
market value of $1,000 for at least one year prior to submitting the proposal,
and the stockholder must continue to own such stock through the date on which
the meeting is held.
================================================================================
Attachment A to Proxy Statement
Position Description Audit Committee
- --------------------------------------------------------------------------------
As confirmed by the Board of Directors on August 22, 2000
I. PURPOSE
To provide oversight and review of the Company's accounting and financial
functions and its financial reporting process in consultation with the Company's
independent and internal auditors.
II. COMPOSITION
The Committee shall be a standing Committee of the Board of Directors, and its
membership shall consist of members of the Board of Directors who are not
current employees of the Corporation or its subsidiaries, who shall be
designated by the Board and consent to serve. The Board shall designate the
Chairman of the Committee from among its members.
III. DUTIES AND RESPONSIBILITIES
Except as specifically provided herein or otherwise authorized by the Board, the
Committee is limited to formalizing recommendations and submitting them to the
Board for approval. In this context, the Committee is authorized to:
A. Recommend annually to the Board of Directors the selection of the
independent auditors for approval, ensuring that the auditors submit
annually a formal written statement regarding relationships and services
that may impact independence and that the auditors understand that they are
ultimately accountable to the Committee and to the Board of Directors.
B. Review the Company's compliance with accounting and financial reporting
requirements of the Securities and Exchange Commission.
C. Review, in consultation with the independent and internal auditors, the
methodology and effectiveness of the Company's system of internal
accounting controls, with particular emphasis on compliance with the Audit
Requirements of Section 10A of the Securities Exchange Act of 1934, as
amended.
D. Review the procedures and operations of the internal audit department and
its activities and recommend improvements as appropriate.
E. Review the scope of audit plans with the independent and internal auditors
and recommend appropriate changes and improvements.
F. Meet annually with the independent auditors to discuss the Company's annual
financial statements and related audit, including the auditors' findings
and their interpretations of the findings, and ensure that the independent
auditors advise the Committee on a timely basis of any issues arising in
connection with their reviews of quarterly financial information.
G. Review the year-end opinion letter to the independent public accountants
given by the Company's General Counsel, concerning litigation,
contingencies, claims or assessments, for the purpose of understanding how
such matters are reflected in the Company's financial statements.
H. Review the extent of any non-audit services performed by the Company's
independent auditors and make recommendations to management as appropriate
regarding the Committee's views on such services.
I. Review the costs of all external accounting and related financial services
to determine the reasonableness thereof.
J. Meet, at least once a year, with the independent auditors and the General
Auditor, separately, without any management representative present for the
purpose of oversight of accounting and financial practices and procedures.
K. Report periodically to the Board of Directors, not less than annually,
regarding conclusions and recommendations that have resulted from
activities of the Committee described above.
IV. MEETING TIMES
The Committee shall hold meetings as necessary upon the request of the
Chairman of the Committee or upon the initiation of any one of the Committee
members.
V. ACCOUNTABILITY/RECORDING OF MINUTES
At the next meeting of the Board of Directors following any meeting of the
Committee, a report of Committee findings and recommendations shall be rendered
by the Chairman of the Committee. The Committee shall maintain written minutes
of each meeting of the Committee.
This proxy form is solicited on behalf of the Board of Directors of DynCorp.
DynCorp
11710 Plaza America Drive
Reston, Virginia 20190
The undersigned hereby appoints Dan R. Bannister, Paul V. Lombardi, and
Herbert S. Winokur, Jr., and each of them, as proxies, with full power of
substitution, and hereby authorizes each of them to present the shares of Common
Stock of DynCorp, held of record by or beneficially on behalf of the undersigned
as of April 30, 2001 at the Annual Meeting of Stockholders of DynCorp to be held
on Monday, June 18, 2001 at 10:00 a.m., eastern daylight time, at the offices of
DynCorp, 11710 Plaza America Drive, Reston, Virginia, and at any adjournment
thereof, and to vote such shares as directed below with respect to the matters
set forth and upon any other matter which may properly come before the meeting
or any adjournment thereof.
Election of directors
|_| FOR election of the following nominees as Class I directors for three-year
terms:
Dan R. Bannister
Paul G. Kaminski
David L. Reichardt
|_| AGAINST election of all three nominees
|_| WITHHOLD AUTHORITY (to withhold authority to vote for an individual
nominee, write that nominee's name below):
Ratification of Arthur Andersen LLP as independent auditor for 2001
|_| FOR ratification
|_| AGAINST ratification
|_| ABSTAIN from voting on independent auditor
(date) (signature)
(joint owner's signature, if any)