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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Proxy Statement
Notice of Meeting
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[GRAPHIC OMITTED][GRAPHIC OMITTED]
NOTICE OF 2002 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, Friday, May
31, 2002, for the following purposes:
1. To elect Michael P. C. Carns, H. Brian Thompson, and Herbert S.
Winokur, Jr. to serve as Class II directors for three-year terms; and
2. To transact any other business which may be properly brought before
the meeting or any adjournment or postponement thereof.
Your Board of Directors recommends a vote "FOR" election of the nominees.
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, May 24, 2002, 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 2001 Annual Report are being distributed on or about
April 23, 2002.
By Order of the Board of Directors,
/s/ H. M. Hougen
H. Montgomery Hougen
Vice President & Corporate Secretary
April 23, 2002
Return the enclosed voting card(s) today to assure that your vote is counted.
Proxy Statement
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Table of Contents
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Question Page
What is a voting card?....................................................5
What is a proxy statement?................................................5
Who will receive this proxy statement?....................................5
How do I receive an Annual Report?........................................5
How can I vote shares in my Savings Plan account?.........................6
What happens if I do not vote my Savings Plan shares?.....................6
What about my ESPP shares?................................................6
How do I vote?............................................................6
How do I mark the voting card?............................................7
Who will count the vote?..................................................7
How many votes are necessary to adopt a proposal?.........................7
Who attends the Annual Meeting?...........................................7
Is my vote confidential?..................................................7
What does it mean if I get more than one voting card?.....................8
Who owns the Company's common stock?......................................8
Who pays for this proxy solicitation?.....................................8
Can I revoke or change my voting card?....................................8
What is the purpose of my vote?...........................................9
Who are the nominees for director?........................................9
Who are our other directors?.............................................10
Who are our other principal executives?..................................11
Does the Board of Directors have any standing committees?................13
Are directors paid for their duties?.....................................14
Do directors receive other forms of compensation?........................14
Is there a relationship between the members of the Compensation
Committee and the Company?..............................................15
What are the Compensation Committee's compensation policies?.............15
What is the compensation of the named executive officers?................17
Are there any employment contracts between the named executive
officers and the Company?...............................................22
What is our policy about stock ownership by executives?..................22
How do our employees acquire stock?......................................23
How does our stock performance compare with others?......................24
Who are the largest stockholders of the Company?.........................25
How much stock do our directors and officers own?........................26
What is the role of the Audit Committee?.................................28
Who is our independent auditor?..........................................29
Have there been any business transactions between us and
any director or officer during the past year?...........................30
Can I suggest an item for inclusion on next year's proxy
statement?..............................................................30
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
carrying out 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 ownership of the Company's stock and executive compensation.
Much of that information is in this proxy statement. Financial and other
information that we are required to give you can be found in the Company's 2001
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") are receiving 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 are receiving a proxy statement and voting card, together
with an envelope addressed to the Savings Plan trustee's ballot-counting
agent.
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How do I receive an Annual Report?
We are enclosing copies of the Company's Annual Report on Form 10-K with this
proxy statement for all Savings Plan participants and for all record holders who
are not Savings Plan participants. If you have not received an Annual Report
through one of these methods, you may send a written request to the Corporate
Secretary, DynCorp, 11710 Plaza America Drive, Reston, Virginia 20190, call the
Corporate Secretary's office at (703) 261-5029, or send a request by facsimile
((703) 261-5078), internal Company email (Hougen, Monty), or by internet to
(monty.hougen@dyncorp.com), and we will send you a copy by email or first class
mail.
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How can I vote shares in my Savings Plan account?
The Savings Plan voting card shows the aggregate number of shares held in your
Company Stock Account as of the record date and shares allocated to your ESOP
Account as of December 31, 2001, 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 nominee, 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.
Because the voting instructions are counted by different parties, it is
important to match each voting card with the correct envelope that came with it.
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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" or merely sign the voting card and mail it; unless
you give instructions to the contrary, all votes will be cast in favor of all
nominees. If you want to vote against all three nominees, check the box marked
"WITHHOLD AUTHORITY to vote for election of all three nominees". If you want to
vote against one or more individual nominees, write that person's name (or those
persons' names) on the line below the words "WITHHOLD AUTHORITY". The words
"withhold authority" really mean "against".
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Who will count the vote?
The Corporate Secretary counts the votes of record holders. The Savings Plan
trust has hired Mellon Investor Services, L.L.C. to count Savings Plan voting
cards.
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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 5,
2002 (the "record date"), there were 10,544,869 shares outstanding, and each
share carries one vote. The holders of 3,514,957 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 8,869,429 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 84% 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?
Owners of outstanding stock on April 5, 2002 No. of shares Percentage
Company Savings Plan Trusts (1)......................8,869,429 .....84.1%
DynCorp directors and officers (1) (2) ...............997,520 ......9.5%
Other current or former DynCorp employees (2)..........338,815 ......3.2%
Outside investors ......................................339,105 ......3.2%
Total................................................10,544,869
(1) See tables on pages 14-15 for more information.
(2) Does not include shares held in the Savings Plan Trusts on behalf
of directors, officers, and current or former employees.
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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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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 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. Your Board of Directors recommends a vote FOR
these nominees. If a record holder does not send in a voting card or marks
"withhold" on a voting card, that will have the same effect as voting against
the nominees. 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 the nominees for director?
The nominees for election as Class II directors for a three-year term are:
Michael P. C. Carns Director since 2000
General Carns, age 64, is Vice Chairman of PrivaSource Inc. (healthcare
software firm). He 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, and 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; Mykrolis
Corporation; and Rockwell Collins, Inc.
H. Brian Thompson Director since 1999
Mr. Thompson, age 63, is President of Universal Telecommunications, Inc.
(private investment and advisory firm). He was Chairman and Chief Executive
Officer, Global TeleSystems Group, Inc., from 1999 to 2000. He was Chairman and
Chief Executive Officer, LCI International Inc., from 1991 to 1998; Vice
Chairman, Qwest Communications International Inc., from June to December 1998;
and Chairman, Telecom Eireann in 1999. From 1981 to 1990, he was Executive Vice
President, MCI Communications Corporation. He is a director of Arraycomm, Inc.;
Axcelis Technologies, Inc.; Bell Canada International Inc.; and Williams
Communications Group, Inc., 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.
Herbert S. Winokur, Jr. Director since 1988
Mr. Winokur, age 58, served as Chairman of the Board from 1988 to 1997. He
is Chairman and Chief Executive Officer, 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; Holland Series Fund, Inc.; Mrs. Fields Famous Brands, Inc.; and
NATCO Group, Inc. His current term as a director expires in 2002.
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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Who are our other directors?
The other current directors are:
Dan R. Bannister Director since 1985
Mr. Bannister, age 71, 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. His current term as a director expires in
2004.
T. Eugene Blanchard Director since 1988
Mr. Blanchard, age 71, 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 Savings Plan. His current term as a
director expires in 2003.
Paul G. Kaminski Director since 1997
Dr. Kaminski, age 59, also served as a director of the Company from 1988 to
1994. He is President and Chief Executive Officer, 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, Technology Strategies & Alliances
(strategic partnership consulting) from 1985 to 1994. He is a director of Anteon
Corporation; Condor Systems, Inc.; Eagle-Picher Industries, Inc.; Exostar LLC;
General Dynamics Corporation; and RAND Corporation. His current term as a
director expires in 2004.
Paul V. Lombardi Director since 1994
Mr. Lombardi, age 60, 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 67, is a Managing Director, 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 Chemical Company; Mrs. Fields' Famous Brands, Inc.; and
Suburban Propane Partners LLP. His current term as a director expires in 2003.
David L. Reichardt Director since 1988
Mr. Reichardt, age 59, has served as Senior Vice President and General
Counsel of the Company since 1986. He served as President, 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. He is a director of DynTek, Inc.,
an affiliate of the Company. His current term as a director expires in 2004.
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Who are our other principal executives?
In addition to the above-named directors who also hold corporate offices, our
corporate executive officers and the presidents of our principal business units
are:
James A. Campbell, age 54, Vice President, Human Resources, has served in that
capacity since June 2001. He was Director of Compensation from 1999 to 2001. He
was a consultant with Smyth-Finenson from 1998 to 1999 and Senior Vice
President, Human Resources, Signet Bank, from 1994 to 1998.
* 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 54, President, DynCorp Systems & Solutions LLC
(formerly DynCorp Information & Enterprise Technology, Inc.), has served in that
capacity since 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 48, 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, American Safety Razor Company,
from 1990 to 1991; Vice President and Controller, American Bank Stationery
Company, from 1988 to 1990; and Chief Financial Officer and Treasurer,
Physician's Pharmaceutical Services, Inc., from 1986 to 1988.
* Patrick C. FitzPatrick, age 62, 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, 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 35, Vice President and Treasurer, has served in that
capacity since 1997. He was Finance Manager from 1992 to 1994, Assistant
Treasurer from 1994 to 1997, and Director of Finance from 1995 to 1997.
H. Montgomery Hougen, age 67, Vice President and Secretary and Deputy General
Counsel, has served as a Vice President since 1994 and as Corporate Secretary
and Deputy General Counsel since 1984.
* Marshall S. Mandell, age 59, 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 and 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, the Systems Engineering Group, Ogden/Evaluation
Research Corporation, from 1984 to 1991.
* W. Ben Medley, age 55, President, DynCorp Technical Services LLC, has
served in that capacity since January 2001. He was President, 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 47, 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 37, 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, 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.
================================================================================
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 Audit Business
Directors Ethics Compensation Executive Nominating
- ---- ------------- ----- -------- ------------ --------- ----------
Mr. Bannister Chairman Member Member
Mr. Blanchard Member Member Member
Gen. Carns 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 2001: 5 4 4 1 1 1
Each director other than Mr. Mecum attended at least 75% of the meetings of
the Board of Directors and the various committees on which he served. Mr. Mecum
attended three of the five meetings of the Board of Directors and three of the
four meetings of each of the committees on which he sits.
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Are directors paid for their duties?
Mr. Bannister receives an annual fee of $165,000 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. Options to purchase the following
number of shares of common stock, at the then-current market price of the
shares, were granted to the following directors in 2001:
Name of director Number of options Name of director Number of options
---------------- ----------------- ---------------- -----------------
Mr. Bannister 5,000 Mr. Mecum 5,000
Mr. Blanchard 5,000 Mr. Reichardt 25,000
General Carns 5,000 Mr. Thompson 5,000
Dr. Kaminski 5,000 Mr. Winokur 5,000
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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Is there a 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. Reichardt, Senior Vice
President and General Counsel; Mr. Cannon, President of DynCorp International
LLC; and Mr. Medley, President of DynCorp Technology Services LLC.
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. Salary increases have generally been in accord
with comparable companies.
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. Performance in 2001 generally met or exceeded
the specified objectives.
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
Michael P. C. Carns
Paul G. Kaminski
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What is the compensation of the named executive officers?
SUMMARY COMPENSATION TABLE
Annual compensation Long-term compensation
awards payouts
Other All
annual Restricted Securities other
Name and Year Salary Bonus compen- stock underlying LTIP compen-
principal sation award(s) options/ Payouts sation
position ($) ($)(1) ($)(2) ($) SARs (#) ($) ($)(4)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Paul V. 2001 460,865 294,700 11,443 -- -- 1,012,500 19,834
Lombardi 2000 395,385 278,400 14,173 587,500(3) 30,000 (3) 12,715
President 1999 370,400 78,800 5,386 70,000 11,893
& Chief
Executive
Officer
Patrick 2001 297,173 155,100 24,817 -- 25,000 -- 19,174
C. 2000 283,154 165,300 11,501 -- 10,000 -- 13,746
Fitz- 1999 272,170 43,300 5,227 -- 30,000 -- 14,793
Patrick
Senior Vice
President &
Chief Financial
Officer
David L. 2001 297,173 155,100 11,349 -- 25,000 -- 16,198
Reichardt 2000 283,154 165,300 11,349 -- 30,000 -- 12,775
Senior 1999 272,170 43,300 5,371 -- 30,000 -- 14,144
Vice
President
& General Counsel
Steven J. 2001 258,962 155,400 10,924 -- 20,000 -- 8,872
Cannon 2000 188,767 61,200 10,504 -- 15,000 -- 6,246
President,1999 162,658 31,700 5,306 -- 10,000 -- 6,649
DynCorp
International
LLC
W. Ben 2001 269,231 145,600 6,988 -- 55,000 -- 10,906
Medley 2000 -- -- -- -- -- -- --
President,1999 -- -- -- -- -- -- --
DynCorp
Technical
Services
LLC
(1) Column (d) reflects bonuses earned and expensed during prior year but
paid in year indicated. 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,
payments in lieu of vacation, and supplemental payments relating to stock
purchases required to fulfill Equity Target Ownership Policy
requirements.
(3) Mr. Lombardi was awarded 25,000 shares of restricted stock in 2000, which
vested entirely and were distributed in 2001.
(4) Column (i) includes respective individual's pro rata share of the Company
contribution to the former Employee Stock Ownership Plan ("ESOP"),
Company matching and discretionary contributions to the Savings and
Retirement Plan ("SARP"), and imputed income for Company-paid premiums
for supplemental executive retirement plan life insurance and term life
insurance. These amounts are:
ESOP contributions ($) SARP contributions ($) Imputed Income ($)
Name 2001 2000 1999 2001 2000 1999 2001 2000 1999
Mr. Lombardi -- 4,539 4,273 9,171 3,000 2,886 10,663 5,176 4,735
Mr. FitzPatrick -- 4,539 4,273 9,726 2,625 2,500 9,448 6,582 8,020
Mr. Reichardt -- 4,539 4,273 9,771 3,281 3,125 6,427 4,955 6,746
Mr. Cannon -- 4,539 4,273 7,162 -- -- 1,170 1,707 2,736
Mr. Medley -- -- -- 9,771 -- -- 1,135 -- --
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
securities total options/ Exercise
underlying SARs granted to or base Expira-
options/SARs employees in price tion
granted (#) fiscal year ($/Share) date 5% ($) 10% ($)
(a) (b) (c) (d) (e) (f) (g)
Mr. -- -- -- -- -- --
Lombardi
Mr. 25,000 9.1% $31.50 7/31/11 1,282,838 2,042,775
FitzPatrick
Mr. 25,000 9.1% $31.50 7/31/11 1,282,838 2,042,775
Reichardt
Mr. 20,000 7.3% $31.50 7/31/11 1,026,270 1,634,220
Cannon
Mr. 50,000 18.2% $22.25 1/5/11 2,565,675 4,085,550
Medley 5,000 1.8% $31.50 7/31/11 256,568 408,555
AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
Number of securities Value of
underlying unexercised
unexercised in-the-money
options/SARs options/SARs at
at fiscal fiscal year-
year-end (#) end ($)
Shares
acquired on Value EXERCISABLE/ EXERCISABLE/
Name exercise (#) realized ($) UNEXERCISABLE UNEXERCISABLE
(a) (b) (c) (d) (e)
Mr. -- -- 158,332 71,668 4,225,223 1,476,277
Lombardi
Mr. -- -- 91,666 73,334 2,257,903 1,418,348
FitzPatrick
Mr. -- -- 111,666 53,334 3,027,903 913,348
Reichardt
Mr. -- -- 19,082 42,918 430,611 749,090
Cannon
Mr. -- -- 12,500 42,500 281,250 910,000
Medley
================================================================================
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Company has established a Supplemental Executive Retirement Plan for certain
of the named executive officers, including Messrs. Lombardi, FitzPatrick,
Reichardt, and Cannon, whereby the individuals (or their beneficiaries) receive
payments having an aggregate amount equal to a percentage of the sum of their
final annual salary rate plus their final target annual bonus (400% in the case
of Messrs. Lombardi, FitzPatrick, and Reichardt; 150% in the case of Mr.
Cannon), paid in installments over the ten-year period following their normal
retirement, disability retirement, or, in some cases, early retirement. Upon
their death following such retirement, the individuals' beneficiaries will also
receive an additional aggregate lump-sum payment equal to one-half of the sum of
their final annual salary rate plus their final target annual bonus. In the
event of their death prior to retirement, the individuals' beneficiaries will
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 potential payments through life
insurance policies.
================================================================================
Are there any employment contracts between the named executive officers and the
Company?
The Company has entered into three-year employment agreements with Messrs.
Lombardi, FitzPatrick, and Reichardt (the "Employment Agreements"). The
Employment Agreements specify annual salary and incentive plan target bonuses
and provide for payment of salary and pro-rated bonus through the 30th day
following termination. In addition, in the event of involuntary termination
without cause, the executive will receive (i) certain consulting payments,
commencing at the time of termination, in exchange for his agreement to provide
non-exclusive consulting services for a 30-month period and (ii) a payment in
exchange for the executive's agreement not to compete with the Company during
the 30-month period of his consulting agreement. The Employment Agreements also
provide for the payment to the executive of an additional lump-sum amount equal
to his current annual compensation rate if his employment is terminated in
connection with a change in control of the Company. The following table sets
forth the various post-employment payments that would be made to Messrs.
Lombardi, FitzPatrick, and Reichardt if they were terminated during 2002 without
cause but not in connection with a change of control:
consulting agreement non-competition agreement total
Mr. Lombardi $375,000 $1,120,000 $1,495,000
Mr. FitzPatrick $230,000 $700,000 $930,000
Mr. Reichardt $230,000 $700,000 $930,000
================================================================================
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 salary 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. Participants may defer receipt of a portion of
their compensation, limited to a maximum amount of $11,000 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 2001, 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 completion of one year of employment or termination of
employment because of normal retirement, death, or disability.
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. 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
prior to selling them.
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 non-qualified
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 2001 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, 1996, using the valuation price
established by the Board of Directors for purposes of 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.
Government
Technical
DynCorp NASDAQ Services (GTS)
12/31/1996 100 100 100
12/31/1997 105.26316 121.635 119.277
12/31/1998 105.26316 169.84 166.159
12/31/1999 123.68421 312.686 192.146
12/31/2000 152.63158 198.118 180.186
12/31/2001 235.52632 153.089 197.878
================================================================================
Who are the largest stockholders of the Company?
As of April 5, 2002, 10,544,869 shares of common stock, which is the only
outstanding class of voting securities of the Company, were outstanding. The
following table presents information as of April 5, 2002, concerning 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 5,550,119 52.6%
Plan Trust
c/o DynCorp Direct
11710 Plaza America Drive
Reston, Virginia 20190
DynCorp Capital Accumulation 3,319,310 31.5%
and Retirement Plan Trust
c/o DynCorp Direct
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 5, 2002, 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 Savings Plan Trust.
Amount & nature of ownership
Name and title of Outstanding Obtainable Total Percent of
beneficial owner shares shares (1) shares (2)
D. R. Bannister 265,348 165,000 430,348 Direct }4.1%
Director & Chairman 42,14 42,147 Indirect
of the Board
T. E. Blanchard(3) 32,268 83,000 117,268 Direct }1.4%
Director 44,653 44,653 Indirect
M. P. C. Carns -- 2,500 2,500 Direct *
Director
S. J. Cannon 3,945 22,832 26,777 Direct *
President, DynCorp 3,454 3,454 Indirect
International LLC
P. C. FitzPatrick 1,144 101,666 102,810 Direct }1.0%
Senior Vice President & 11,396 11,396 Indirect
Chief Financial Officer
P. G. Kaminski -- 10,000 10,000 Direct *
Director
P. V. Lombardi 42,542 158,332 200,874 Direct }1.8%
Director, President & 9,073 9,073 Indirect
Chief Executive Officer
D. C. Mecum II 2,825 5,000 7,825 Direct *
Director
W. B. Medley -- 12,500 12,500 Direct *
President, DynCorp 500 500 Indirect
Technical Services LLC
D. L. Reichardt 23,738 111,666 135,404 Direct }1.3%
Director, Senior Vice 7,531 7,531 Indirect
President & General
Counsel
H. B. Thompson -- 5,000 5,000 Direct *
Director
H. S. Winokur, Jr. 18,139 -- 18,139 Direct }3.8%
Director 409,773 409,773 Indirect
All directors, 435,792 863,154 1,298,946 Direct }16.3%
officers, and 561,728 561,728 Indirect
presidents of principal
business units as a
group
(1) Column reflects shares issuable upon exercise of vested options,
including those due to vest within 60 days.
(2) Reflects aggregate direct and indirect shares as a percentage of the
total of outstanding shares plus obtainable shares. An asterisk
indicates that beneficial ownership is less than one percent of the
total.
(3) Mr. Blanchard disclaims beneficial ownership of 34,300 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 written charter
adopted by the Board of Directors, a copy of which was filed with the Company's
proxy statement for 2001.
The Committee has reviewed and discussed the Company's audited financial
statements for 2001 with management. It has discussed with the independent
accountants 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 accountants, without
management presence.
The Committee has received a letter from the independent accountants confirming
that there are no relationships between the independent accountants and their
related entities and the Company and its related entities that, in the
accountants' professional judgment, may reasonably be thought to bear on
independence and confirming that, in the accountants' professional judgment, it
is independent of the Company. The Committee has discussed the independent
accountants' independence with the independent accountants. The Committee has
also considered whether the fees paid to the independent accountants for matters
other than customary audit services, including those set forth below, are
compatible with maintaining the accountants' independence.
Based on the review and discussions referred to above, the Committee recommended
to the Board of Directors that the audited financial statements be included in
the Company's 2001 Annual Report on Form 10-K.
By the Audit Committee:
Dudley C. Mecum II, Chairman
T. Eugene Blanchard
H. Brian Thompson
================================================================================
Who is our independent auditor?
Independent accountants audit 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. Arthur Andersen LLP
has served as the Company's independent auditor for approximately 50 years. The
Audit Committee has recommended to the Board of Directors the selection of that
firm for the audit of the Company's 2002 financial statements. Such selection by
the Board has not been formally made as of the date of this proxy statement.
Representatives of the independent accountants are not expected to attend the
Annual Meeting.
The fees paid to our independent auditor in 2001 were:
AUDIT FEES: $ 380,000
FINANCIAL INFORMATION SYSTEMS DESIGN AND $ 0
IMPLEMENTATION FEES:
ALL OTHER FEES: $ 177,896
The fees included in "all other fees" relate primarily to audits of the
Company's subsidiaries and employee benefit plans, tax advice, and various
filings with the Securities and Exchange Commission.
================================================================================
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 2001 were $19,077.
================================================================================
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 2003 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 December 24, 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.
================================================================================
This proxy 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 5, 2002 at the Annual Meeting of Stockholders of DynCorp to be held on
Friday, May 31, 2002 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.
The shares represented hereby will be voted as directed by this proxy. Please
mark this card as indicated to give your voting instructions. If you wish to
vote in accordance with the Board of Directors' recommendations, please sign
below; no boxes need to be checked. If no box is checked, your shares will be
voted FOR all nominees. The Board of Directors recommends a vote FOR all
nominees.
Election of directors
|_| FOR election of the following nominees as Class II directors for three-year
terms:
Michael P. C. Carns;
H. Brian Thompson; and
Herbert S. Winokur, Jr.
|_| WITHHOLD AUTHORITY to vote for election of all three nominees.
|_| WITHHOLD AUTHORITY (To withhold authority to vote for one or
more individual nominees, write that nominee's name below; your
vote will be cast in favor of election of the nominees whose
names you do not write below.):
(date) (signature)
(joint owner's signature, if any)
April 23, 2002
TO: Participants having Company Stock Accounts and ESOP Accounts in the
DynCorp Savings and Retirement Plan (SARP) and DynCorp Capital
Accumulation and Retirement Plan (CAP)
SUBJECT: Participant Voting Rights
Dear Savings Plan Participant:
As a DynCorp employee-owner, you have the right to direct how the
shares allocated to your Company Stock Account and ESOP Account in the SARP and
CAP, as of the April 5, 2002 record date, will be voted at the Annual Meeting of
DynCorp Stockholders to be held on May 31, 2002.
Enclosed is your voting instruction card for the Plan and a proxy
statement. Please complete the "target squares" on the card with a black pen or
a #2 pencil, sign the card, and return it to Mellon Investor Services, L.L.C. in
the prepaid envelope. Your vote is completely confidential, and no individual
participant's vote is revealed to DynCorp or the trustee. Mellon Investor
Services, L.L.C. only provides the trustee with total votes for or against each
issue. Your card must be received no later than May 24, 2002, in order for your
instructions to be counted.
Also enclosed is a copy of the Company's Annual Report on Form 10-K for
2001.
Should you have any questions concerning the voting process or your
individual account statement, please contact your Human Resources representative
or contract manager.
Sincerely,
The Trustee of the DynCorp Savings and
Retirement and Capital Accumulation and
Retirement Plans
Enclosures
PLEASE MARK, SIGN, AND MAIL THE INSTRUCTION CARD IN THE
ENCLOSED RETURN ENVELOPE.
11710 Plaza America Drive
Reston, Virginia 20190
Voting Instructions for Annual Meeting of Stockholders
Friday, May 31, 2002
These instructions are solicited by the Trustee of the DynCorp Savings
And Retirement Plan Trust.
The undersigned hereby directs the Trustee of the DynCorp Savings and
Retirement Plan to vote all shares of DynCorp Common Stock allocated to
the undersigned's account in such Trust, at the Annual Meeting of
Stockholders of DynCorp, on Friday, May 31, 2002 or any adjournment
thereof, upon the matters as set forth on the reverse side and
described in the accompanying Proxy Statement and upon such other
matters as may properly come before the meeting or any adjournment
thereof.
Please mark this card as indicated on the reverse side to give voting
instructions on any item. If you wish to vote in accordance with the
Board of Directors' recommendations, please sign the reverse side; no
boxes need to be checked.
Fold to Detach Here
Vote shares allocated to my account in the DynCorp Savings And Retirement Plan
Trust as follows:
WITHHOLD
1. Election of the following nominees as Class II FOR AUTHORITY
Directors: ALL ALL
|_| |_|
Michael P.C. Carns for a three-year term
H. Brian Thompson for a three-year term
Herbert S. Winokur, Jr. for a three-year term
Withhold Authority: (to withhold authority to vote for an
individual nominee, write that nominees name below.)
- ----------------------------------------------------------- ------- --------
----
-----------------------
Common
The shares represented hereby will
be voted as directed by this proxy;
if no direction is made they will be
voted FOR all nominees. The Board
of Directors recommends a vote FOR
all nominees.
Signature Date
----------------------------------- ---------------
NOTE: Please sign as name appears hereon.
Fold to Detach Here
To ensure your vote is counted, please detach
the above proxy/instruction card and mail to Mellon
Investor Services by May 24, 2002
Use the enclosed postage free envelope.
11710 Plaza America Drive
Reston, Virginia 20190
Voting Instructions for Annual Meeting of Stockholders
Friday, May 31, 2002
These instructions are solicited by the Trustee of the DynCorp Capital
Accumulation And Retirement Plan Trust.
The undersigned hereby directs the Trustee of the DynCorp Capital
Accumulation and Retirement Plan to vote all shares of DynCorp Common
Stock allocated to the undersigned's account in such Trust, at the
Annual Meeting of Stockholders of DynCorp, on Friday, May 31, 2002 or
any adjournment thereof, upon the matters as set forth on the reverse
side and described in the accompanying Proxy Statement and upon such
other matters as may properly come before the meeting or any
adjournment thereof.
Please mark this card as indicated on the reverse side to give voting
instructions on any item. If you wish to vote in accordance with the
Board of Directors' recommendations, please sign the reverse side; no
boxes need to be checked.
Fold to Detach Here
Vote shares allocated to my account in the DynCorp Capital Accumulation And
Retirement Plan Trust as follows:
WITHHOLD
1. Election of the following nominees as FOR AUTHORITY
Class II Directors: ALL ALL
|_| |_|
Michael P.C. Carns for a three-year term
H. Brian Thompson for a three-year term
Herbert S. Winokur, Jr. for a three-year term
Withhold Authority: (to withhold authority to vote for an
individual nominee, write that nominees name below.)
- ----------------------------------------------------------- ------- --------
----
-----------------------
Common
The shares represented hereby will
be voted as directed by this proxy;
if no direction is made they will be
voted FOR all nominees. The Board
of Directors recommends a vote FOR
all nominees.
Signature Date
--------------------------------- -------------------
NOTE: Please sign as name appears hereon.
Fold to Detach Here
To ensure your vote is counted, please detach
the above proxy/instruction card and mail to Mellon
Investor Services by May 24, 2002
Use the enclosed postage free envelope.