1. | ELECTION OF DIRECTORS: To elect nine Class A/B Directors to the Board of Directors to serve until the |
2. |
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM: To ratify the selection of BDO USA, LLP to serve as the |
OTHER BUSINESS: To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. |
(1) | Executing a proxy dated later than the most recent proxy given and mailing it to: |
(2) | Appearing in person and voting using a ballot at the Annual Meeting; or |
(3) | Filing an instrument of revocation with the Inspector of Elections at the Annual Meeting. |
Name | Age | Biographical Information |
John B. Wood | President, Chief Executive Officer, Chairman of the Board of the Company. Mr. Wood joined the Company in 1992 as Executive Vice President and Chief Operating Officer As the Chief Executive Officer of the Company, Mr. Wood provides the Board with not only the knowledge of the daily workings of the Company, but also with the essential experience and expertise that can be provided only by a person who is intimately involved in running the Company. Mr. |
Bernard C. Bailey | Chairman, CEO of Authentix, Inc., a privately held authentication company, since 2012. Dr. Dr. Bailey has significant experience in finance matters and within the | |
David Borland | President, Borland Group, an information technology consulting company, since January 2004. Mr. Borland was elected to the Board of Directors in March 2004 after retiring as Deputy Chief Information Officer Mr. |
William M. Dvoranchik | Chairman, Chief Executive Officer, Life is Great, LLC, a privately held consulting and services firm, since 2001. Mr. Dvoranchik was elected to the Mr. |
Lieutenant General Bruce R. Harris (USA, Ret.) | Retired, U.S. Army Lieutenant General. General Harris was elected to the Board in August 2006. He retired from the U.S. Army in September General Harris has extensive experience with the U.S. Army, including the U.S. Defense Security Service, which is very valuable to the Board and the Company. | |
Lieutenant General Charles S. Mahan, Jr. (USA, Ret.) | Retired, U.S. Army Lieutenant General. General Mahan has been a member of the Board of Directors since August 2006. General Mahan served on the Board of Directors of Spectrum Control, Inc. (NASDAQ:SPEC) from 2009 to 2011. Until 2011, he also served on the Board of Advisors at AJA, Inc., an information technology company. General Mahan also served as Vice President and General Manager of the Law Enforcement and Security strategic business unit of DynCorp International, a company providing technology and professional services solutions to government and commercial clients worldwide, from January 2007 to July 2008. From July 2006 to December 2006, he served first as President and Chief Operating Officer of Horne Engineering Services, LLC, an engineering services firm, and then as Chief Operating Officer of Horne International, an affiliate of Horne Engineering Services, LLC. From July 2005 to July 2006, he was Vice President of Homeland Security and Defense for SAP Public Services, Inc. (a U.S. business unit of the German software giant, SAP AG), where he led both General |
Major General John W. Maluda (USAF, Ret.) | Retired, U.S. Air Force Major General. General Maluda was elected to the Board in October 2009. He retired from the U.S. Air Force in September 2009 after more than 34 years of continuous active duty. At the time of his retirement, General Maluda was Director of Cyberspace Transformation and Strategy, in the Office of the Secretary of the Air Force, and Chief Information Officer. In that capacity, he shaped doctrine, strategy, and policy for communications and information activities and served as the functional advocate for 30,000 personnel. Prior to that, General Maluda was Vice Commander, 8th Air Force, Barksdale Air Force Base, Louisiana. General Maluda enlisted in the Air Force in 1973 and received his commission in 1978 as a distinguished graduate of the ROTC program at Troy State University, Alabama. His career highlights included serving at three major commands, with unified combatant commands, a defense agency, the White House and the Air Staff. General General |
Robert J. Marino | Retired, Executive Vice President, Special Projects for the Company until February 28, 2013. Mr. Marino joined the Company in 1988 as Senior Vice President of Sales and Marketing. In 1990, his responsibilities were expanded to include Program Management in addition to Sales and Marketing. In January 1994, Mr. Marino was appointed President of Telos Systems Integration, and in January 1998, he was appointed Chief Sales and Marketing Officer of the Company, a position he held until June 2004 at which time he was appointed Executive Vice President for Special Projects. Prior to joining the Company in February 1988, Mr. Marino held the position of Senior Vice President of Sales and Marketing with Centel Federal Systems and M/A.com Information Systems, both of which are U.S. Government contractors. Mr. Marino was elected to the Board of Directors in June 2004. Mr. Marino served the Company for 25 years and | |
Vice Admiral Jerry O. Tuttle (USN, Ret.) | Retired, U.S. Navy Vice Admiral. Admiral Tuttle was elected to the Board of Directors in August 2006. He retired from the U.S. Navy in 1993 following a 40-year career that included assignments to numerous attack and fighter squadrons as well as leadership of key information technology programs. Admiral Tuttle is widely regarded as an information technology strategist, having created the Admiral Tuttle has in-depth U.S. government insight due to his 40 years of service with the U.S. Navy. His comprehensive experience provides valuable guidance regarding the U.S. defense industry. |
Name | Age | Biographical Information |
Seth W. Hamot | Managing Member, Roark, Rearden & Hamot Capital Management, LLC Mr. Hamot was elected pursuant to the | |
Andrew R. Siegel | Managing Member, White Bay Capital Management, LLC. Mr. Siegel has been a director of the Company since June 18, 2007. Mr. Siegel was nominated by Costa Brava, a holder of the Public Preferred Stock. Mr. Siegel was a Senior Vice President of RRHCM from 2005 to December 2008. Prior to joining RRHCM, from July 2003 to February 2004, Mr. Siegel was a member of DebtTraders Ltd. Previously, Mr. Siegel Mr. Siegel was elected pursuant to the |
Name | Age | Biographical Information |
Michele Nakazawa | Executive Vice President, Chief Financial Officer. Ms. Nakazawa joined the Company in March 2004 as Vice President and Controller. Ms. Nakazawa was promoted to Senior Vice President and appointed to serve as CFO in January 2005, and promoted to Executive Vice President in 2008. Ms. Nakazawa also serves as Treasurer for Telos ID. Ms. Nakazawa has 30 years experience in finance and accounting. Prior to joining the Company, she held various positions, including CFO of Ubizen, Inc., a U.S. subsidiary of a publicly held Belgian company, from 1999 to 2003; Controller and Treasurer of National Security Analysts, Inc. from 1991 to 1997; and financial analyst for Federal Systems Division of IBM, Inc. from 1983 to 1990. Ms. Nakazawa | |
Edward L. Williams | Executive Vice President, Chief Operating Officer. Mr. Williams joined the Company in 1993 as a Senior Vice President responsible for finance, pricing, purchasing, and Defense Contract Audit Agency compliance. In 1994, his responsibilities were expanded to include accounting and business development. In 1996, Mr. Williams was appointed to manage the | |
Jefferson V. Wright | Executive Vice President, General Counsel. Mr. Wright joined the Company as of December 31, 2012 as Executive Vice President and General Counsel. Prior to joining the Company, Mr. Wright was a principal at Miles & Stockbridge P.C. (the Prior to joining Miles & Stockbridge in 1981, Mr. Wright clerked for J. Dudley Digges, Associate Judge on the Court of Appeals of Maryland, that Mr. Wright was educated at Georgetown University Law Center in Washington, D.C. (J.D., 1980, with Honors), Tufts University in Medford, Massachusetts (B.A., 1977, Magna Cum Laude), and Landon School in Bethesda, Maryland. |
Emmett J. Wood | Executive Vice President, Marketing & Strategy. Mr. Wood joined the Company in 1996 and worked in various roles at the Company and Enterworks, Inc. in both a marketing and business development capacity. He worked on the federal sales team, commercial and partner/channel groups and most recently served as director of commercial and channel sales. In January 2010 he was promoted to Vice President, Marketing. He is responsible for brand management, marketing communications, sponsorships and events, media and analyst relations, government relations, employee communications and corporate community relations. On April 1, 2013, Mr. Wood was promoted to his current position. In addition to his duties related to marketing, Mr. Wood works with senior management in developing the overall corporate strategy and planning. Previously, he also worked in the sales and marketing groups at Dow Jones, Inc. and The Wall Street Journal. Mr. Wood is a graduate of Georgetown University, with a B.A. in political science. Mr. Wood is the brother of Mr. John B. Wood, the President, Chief Executive Officer and Chairman of the Board of the Company. |
Brendan D. Malloy | Senior Vice President, General Manager, Cyber Operations & Defense. Mr. Malloy joined the Company in 1996, serving initially as a senior account executive before being promoted to director of Department of Defense | |
Richard P. Tracy | Senior Vice President, Chief Security | |
Alvin F. Whitehead | Senior Vice President, General Manager, Secure Communications, since 2008. Mr. Whitehead joined the Company in 1999 as Vice President of New Business Opportunities, focusing on emerging business areas including Information Security, Secure Messaging and Data Integration. In 2000, he became Vice President, Program Management. Prior to Telos, Mr. Whitehead spent 28 years in the U.S. Army, retiring as Chief of Staff of the Defense Information Systems Agency | |
Rinaldi Pisani | 46 | Senior Vice President, Strategic Business Development, since December 2013. Mr. Pisani is responsible for overseeing Telos' corporate level business development and capture activities as well as the integration of new partners and technologies. Mr. Pisani jointed Telos in 2000 and served as senior Army account manager and team lead and director of Army and DoD sales. He was later appointed vice president of business development for information assurance solutions and in 2010 became vice president and general manager of the information assurance solution area. Mr. Pisani was then vice president of cyber application solutions, providing oversight and management for a broad range of cybersecurity solutions, including XACTA IA Manager and SE7EN, for customers in the DoD, federal agencies, and the intelligence community. Before joining Telos, Mr. Pisani held several positions with Westwood Computer, leaving as national government sales manager. Mr. Pisani is a graduate of the Georgetown University School of Foreign Service, with a B.S., international economics. |
David S. Easley | Vice President, Finance and Controller. Mr. Easley joined the Company in April 2005 as Director of Finance & Accounting. In October 2005, Mr. Easley was promoted to Controller. Mr. Easley also serves as President of Teloworks, Inc. and Teloworks Philippines, Inc., direct and indirect subsidiaries of the Company. Prior to joining the Company, Mr. Easley held various positions, including Controller, for Applied Predictive Technologies, Inc., a software and consulting company, and Senior Accountant with Beers & Cutler PLLC (now part of Baker Tilly Virchow Krause LLP) in Washington, D.C. Mr. Easley is a Certified Public Accountant and holds a Bachelor of Science in Accounting from the University of Kentucky. | |
Mark Griffin | President, General Manager, Telos Identity Management Solutions, LLC |
Bernard C. Bailey, Chairman | |
William M. Dvoranchik | |
Charles S. Mahan, Jr. |
· | To attract and retain highly talented and results-oriented |
· | To |
· | To drive achievement of the Company's long-term growth and profitability objectives; |
· | To reward performance; and |
· | To achieve |
· | Compensation should consist of fixed and at-risk compensation, with the at-risk compensation encouraging improved annual and long-term performance. |
· | Compensation should be a mix of annual and long-term compensation, with the long-term compensation encouraging retention and attainment of long-term performance goals. |
· | Compensation should be a mix of cash and equity, with cash rewarding achievement of goals and equity encouraging retention and long-term performance. Additionally, the Compensation Committee continues to believe in equity ownership by the management team to align the interests of management with our long-term corporate performance. |
· | Establish a formal process for gathering ideas and spurring innovation throughout the company. |
· | Expand portfolio of categorized intellectual property. |
· | Ensure that the product management function throughout Telos is continually creating/updating market and competitive analysis. |
· | Attainment of certain business development goals. |
· | Create plan to support 160 new jobs in Ashburn facility over next three years. |
· | Establish and manage process and resource for uncovering new technology opportunities. |
· | Update and maintain an employee skills database. |
· | Implement plan for building revitalization. |
· | Enhance internal communications. |
· | Review and enhance recruiting and hiring process. |
· | Ensure that risk management is institutionalized in all Telos policies, practices, and processes |
Executive Officer | Bonus Awarded | Bonus Paid in 2014 | Bonus Subject to Continued Employment | |||||||||
John B. Wood | $ | 825,000 | $ | 495,000 | $ | 330,000 | ||||||
Michele Nakazawa | 318,750 | 191,250 | 127,500 | |||||||||
Edward L. Williams | 412,500 | 247,500 | 165,000 | |||||||||
Jefferson V. Wright | 318,750 | 191,250 | 127,500 | |||||||||
Brendan Malloy | 247,500 | 148,500 | 99,000 |
Executive Officer | Target Amount | Bonus Paid | ||||||
John B. Wood | $ | 1,050,000 | $ | 1,050,000 | ||||
Michele Nakazawa | 400,000 | 425,000 | ||||||
Edward L. Williams | 550,000 | 525,000 |
· | a lump-sum payment equivalent to the remaining unpaid portion of the |
· | lump-sum payment for all accrued and unused paid time off, |
· | any bonus which has been earned by the respective executive, but which remains unpaid as of the date of the |
· | any other payments or benefits to be provided by us to the executive pursuant to any employee benefit plans or arrangements adopted by the Company (to the extent such benefits are earned and vested or are required by law to be offered) through the date of termination. |
· | a monthly payment equivalent to base salary then in effect over a period of 24 months in the case of Mr. Wood, and 18 months then in effect for Messrs. Williams, Malloy and |
· | immediate vesting of the unvested portion of any outstanding stock options and any outstanding shares of restricted stock, |
· | the cash equivalent of premium payments for continued coverage under the medical, dental, short and long-term disability, and life insurance and other similar plans equal to 24 months in the case of Mr. Wood, and 18 months in the case of Messrs. Williams, Malloy and |
· | the cash equivalent of the employer matching contribution as if the executive was still a plan participant under the |
· | payment of premiums to continue the Executive Life Policy, in which the executive is the holder of the policy, for 24 months from the date of termination for Mr. Wood, and 18 months in the case of Messrs. Williams and Wright, and Ms. Nakazawa. |
· | in the case of Mr. Wood, (1) the amount of monthly salary that Mr. Wood was being paid as of the date of his termination of employment times 24 months, plus (2) two times the annual average of the bonuses earned or to be earned for the current year (i.e., the year in which the change of control occurs) and the two prior years; |
· | in the case of Mr. Williams, Mr. Wright and Ms. Nakazawa, (1) the amount of monthly salary that such executive was being paid as of the date of his or her termination of employment times 18 months, plus (2) one and one-half (1.5) times the annual average of the bonuses earned or to be earned for the current year and the two prior years; and |
· | in the case of Mr. Malloy, |
William M. Dvoranchik | |
Name and Principal Position | Year | Salary | Bonus (1) | Restricted Stock Awards | All Other Compensation (2) | Total | Year | Salary | Bonus (1) | Restricted Stock Awards (2) | All Other Compensation (3) | Total | |||||||||||||||||||||||||||||||
John B. Wood | 2012 | $ | 588,333 | $ | 1,052,000 | $ | ---- | $ | 29,653 | $ | 1,669,986 | 2014 | $ | 600,000 | $ | 495,000 | ---- | $ | 41,410 | $ | 1,136,410 | ||||||||||||||||||||||
Chairman, President and CEO | 2011 | 560,000 | 700,000 | 7,343 | 29,503 | 1,296,846 | 2013 | 600,000 | 400,000 | 12,000 | 37,654 | 1,049,654 | |||||||||||||||||||||||||||||||
2010 | 559,092 | 675,000 | ---- | 41,685 | 1,275,777 | 2012 | 588,333 | 1,052,000 | ---- | 29,653 | 1,669,986 | ||||||||||||||||||||||||||||||||
Michele Nakazawa | 2012 | 342,708 | 425,000 | ---- | 11,967 | 779,675 | 2014 | $ | 375,000 | $ | 191,250 | ---- | $ | 14,493 | $ | 580,743 | |||||||||||||||||||||||||||
Executive V.P. and CFO | 2011 | 325,000 | 275,000 | 2,148 | 11,867 | 614,014 | 2013 | 373,958 | 175,000 | 4,000 | 12,021 | 564,979 | |||||||||||||||||||||||||||||||
2010 | 323,675 | 240,000 | ---- | 13,606 | 577,281 | 2012 | 342,708 | 425,000 | ---- | 11,967 | 779,675 | ||||||||||||||||||||||||||||||||
Edward L. Williams | 2012 | 377,708 | 527,000 | ---- | 30,483 | 935,191 | 2014 | $ | 385,000 | $ | 247,500 | ---- | $ | 34,281 | $ | 666,781 | |||||||||||||||||||||||||||
Executive V.P. and COO | 2011 | 360,000 | 300,000 | 2,540 | 29,987 | 692,527 | 2013 | 385,000 | 210,000 | 4,000 | 34,416 | 633,416 | |||||||||||||||||||||||||||||||
2010 | 359,633 | 300,000 | ---- | 27,966 | 687,599 | 2012 | 377,708 | 527,000 | ---- | 30,483 | 935,191 | ||||||||||||||||||||||||||||||||
Jefferson V. Wright | 2014 | $ | 350,000 | $ | 191,250 | ---- | $ | 43,394 | $ | 584,644 | |||||||||||||||||||||||||||||||||
Executive V.P., General Counsel | 2013 | 336,742 | 165,000 | 10,000 | 41,363 | 553,105 | |||||||||||||||||||||||||||||||||||||
2012 | ---- | ---- | ---- | ---- | ---- | ||||||||||||||||||||||||||||||||||||||
Brendan D. Malloy | 2012 | 299,375 | 108,500 | ---- | 5,284 | 413,159 | 2014 | $ | 315,000 | $ | 148,500 | ---- | $ | 5,869 | $ | 469,369 | |||||||||||||||||||||||||||
Senior V.P. – Cyber Ops & Defense | 2011 | 225,100 | 175,500 | 2,250 | 8,223 | 411,073 | 2013 | 315,000 | 135,000 | 2,480 | 4,281 | 456,761 | |||||||||||||||||||||||||||||||
2010 | 221,179 | 150,000 | ---- | 17,599 | 388,778 | 2012 | 299,375 | 108,500 | ---- | 5,284 | 413,159 | ||||||||||||||||||||||||||||||||
Mark Griffin | 2012 | 210,000 | 155,000 | ---- | 5,059 | 370,059 | |||||||||||||||||||||||||||||||||||||
President, Gen Mgr, Telos ID |
(1) | As disclosed in |
(2) | Represents the grant date fair value of the shares issued under the 2013 Plan in March 2013. See assumptions made in the valuation of these awards for financial statement reporting purposes in accordance with ASC 718, "Stock Compensation" in Note 1 – Summary of Significant Accounting Policies to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2014, starting on page 35. |
(3) | Amounts presented consist of the |
Name | Life Insurance and Long-Term Disability Premiums | Savings Plan Company Match | Perquisites (1) | Total All Other Compensation | ||||||||||||
John B. Wood | $ | 11,026 | $ | 5,200 | $ | 25,184 | $ | 41,410 | ||||||||
Michele Nakazawa | 7,264 | 5,200 | 2,029 | 14,493 | ||||||||||||
Edward L. Williams | 11,884 | 5,200 | 17,197 | 34,281 | ||||||||||||
Jefferson V. Wright | 19,356 | 5,200 | 18,838 | 43,394 | ||||||||||||
Brendan D. Malloy | 686 | 4,328 | 855 | 5,869 |
(1) | Includes reimbursement for golf club membership, home office expenses, and certain costs for personal travel and commuting costs. |
Name | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards ($) (1) | |||
John B. Wood | 4/10/2014 | $ | 2,750,000 | ||
Michele Nakazawa | 4/10/2014 | 1,062,500 | |||
Edward L. Williams | 4/10/2014 | 1,375,000 | |||
Jefferson V. Wright | 4/10/2014 | 1,062,500 | |||
Brendan D. Malloy | 4/10/2014 | 825,000 | |||
Name | Year | Life Insurance and Long-Term Disability Premiums | Savings Plan Company Match | Perquisites | Total All Other Compensation | |||||||||||||
John B. Wood | 2012 | $ | 10,728 | $ | 5,000 | $ | 13,925 | $ | 29,653 | |||||||||
Michele Nakazawa | 2012 | 6,967 | 5,000 | ---- | 11,967 | |||||||||||||
Edward L. Williams | 2012 | 11,587 | 5,000 | 13,896 | 30,483 | |||||||||||||
Brendan D. Malloy | 2012 | 389 | 4,895 | --- | 5,284 | |||||||||||||
Mark Griffin | 2012 | 340 | 4,719 | ---- | 5,059 |
Name | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | ||||||
John B. Wood | 600,000 | $ | 6,000 | |||||
Michele Nakazawa | 200,000 | 2,000 | ||||||
Edward L. Williams | 200,000 | 2,000 | ||||||
Jefferson V. Wright | 500,000 | 5,000 | ||||||
Brendan D. Malloy | 124,000 | 1,240 | ||||||
Name | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | ||||||
John B. Wood | 367,128 | $ | 3,671 | |||||
Michele Nakazawa | 107,375 | 1,074 | ||||||
Edward L. Williams | 127,012 | 1,270 | ||||||
Brendan D. Malloy | 112,500 | 1,125 | ||||||
Mark Griffin | ---- | ---- |
Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | ||||||||||||
John B. Wood | 183,564 | $ | 1,836 | 483,564 | $ | 4,836 | ||||||||||
Michele Nakazawa | 53,688 | 537 | 153,688 | 1,537 | ||||||||||||
Edward L. Williams | 63,506 | 635 | 163,506 | 1,635 | ||||||||||||
Jefferson V. Wright | 250,000 | 2,500 | ||||||||||||||
Brendan D. Malloy | 56,250 | 563 | 118,250 | 1,183 | ||||||||||||
Mark Griffin | ---- | ---- |
John B. Wood | Salary Continuation for 24 Months | Bonuses to be Earned | Accrued and Unused Vacation as of December 31, 2012 | Continuation of Medical/ Welfare Benefits for 24 Months | Cash Equivalent of Company Match to 401(k) for 24 Months | Total | Number of Shares of Restricted Stock That Would Vest | |||||||||||||||||||||
Termination without cause/disability/death | $ | 1,200,000 | $ | ---- | $ | 69,231 | $ | 47,790 | $ | 10,000 | $ | 1,327,021 | 367,128 | |||||||||||||||
Termination upon change in control | 1,200,000 | 1,618,000 | 69,231 | 47,790 | 10,000 | 2,945,021 | 367,128 | |||||||||||||||||||||
Termination for cause | ---- | ---- | 69,231 | ----- | ---- | 69,231 | ---- | |||||||||||||||||||||
Voluntary termination | ---- | ---- | 69,231 | ----- | ---- | 69,231 | ---- |
John B. Wood | Salary Continuation for 24 Months | Bonuses to be Earned | Accrued and Unused Vacation as of December 31, 2014 | Benefits for 24 Months (1) | Cash Equivalent of Company Match to 401(k) for 24 Months | Total | Number of Shares of Restricted Stock That Would Vest | |||||||||||||||||||||
Termination without cause | $ | 1,200,000 | $ | ---- | $ | 69,231 | $ | 57,431 | $ | 10,400 | $ | 1,337,062 | 600,000 | |||||||||||||||
Termination upon death or disability | 1,200,000 | 330,000 | (3) | 69,231 | 57,431 | 10,400 | 1,667,062 | 600,000 | ||||||||||||||||||||
Termination upon change in control | 1,200,000 | 4,653,000 | 69,231 | 57,431 | 10,400 | 5,990,062 | 600,000 | |||||||||||||||||||||
Termination for cause | ---- | ---- | 69,231 | ----- | ---- | 69,231 | ---- | |||||||||||||||||||||
Voluntary termination | ---- | ---- | 69,231 | ----- | ---- | 69,231 | ---- |
Michele Nakazawa | Salary Continuation for 18 Months | Bonuses to be Earned | Accrued and Unused Vacation as of December 31, 2012 | Continuation of Medical/ Welfare Benefits for 18 Months | Cash Equivalent of Company Match to 401(k) for 18 Months | Total | Number of Shares of Restricted Stock That Would Vest | |||||||||||||||||||||
Termination without cause/disability/death | $ | 525,000 | $ | ---- | $ | 33,654 | $ | 32,345 | $ | 7,500 | $ | 598,499 | 107,375 | |||||||||||||||
Termination upon change in control | 525,000 | 470,000 | 33,654 | 32,345 | 7,500 | 1,068,499 | 107,375 | |||||||||||||||||||||
Termination for cause | ---- | ---- | 33,654 | ----- | ---- | 33,654 | ---- | |||||||||||||||||||||
Voluntary termination | ---- | ---- | 33,654 | ----- | ---- | 33,654 | ---- |
Michele Nakazawa | Salary Continuation for 18 Months | Bonuses to be Earned | Accrued and Unused Vacation as of December 31, 2014 | Benefits for 18 Months (1) | Cash Equivalent of Company Match to 401(k) for 18 Months | Total | Number of Shares of Restricted Stock That Would Vest | |||||||||||||||||||||
Termination without cause | $ | 562,500 | $ | ---- | $ | 36,058 | $ | 30,040 | $ | 7,800 | $ | 636,398 | 200,000 | |||||||||||||||
Termination upon death or disability | 562,500 | 127,500 | (3) | 36,058 | 30,040 | 7,800 | 763,898 | 200,000 | ||||||||||||||||||||
Termination upon change in control | 562,500 | 1,691,875 | 36,058 | 30,040 | 7,800 | 2,328,273 | 200,000 | |||||||||||||||||||||
Termination for cause | ---- | ---- | 36,058 | ----- | ---- | 36,058 | ---- | |||||||||||||||||||||
Voluntary termination | ---- | ---- | 36,058 | ----- | ---- | 36,058 | ---- |
Edward L. Williams | Salary Continuation for 18 Months | Bonuses to be Earned | Accrued and Unused Vacation as of December 31, 2014 | Benefits for 18 Months (1) | Cash Equivalent of Company Match to 401(k) for 18 Months | Total | Number of Shares of Restricted Stock That Would Vest | |||||||||||||||||||||
Termination without cause | $ | 577,500 | $ | ---- | $ | 37,019 | $ | 44,361 | $ | 7,800 | $ | 666,680 | 200,000 | |||||||||||||||
Termination upon death or disability | 577,500 | 165,000 | (3) | 37,019 | 44,361 | 7,800 | 831,680 | 200,000 | ||||||||||||||||||||
Termination upon change in control | 577,500 | 2,169,750 | 37,019 | 44,361 | 7,800 | 2,836,430 | 200,000 | |||||||||||||||||||||
Termination for cause | ---- | ---- | 37,019 | ----- | ---- | 37,019 | ---- | |||||||||||||||||||||
Voluntary termination | ---- | ---- | 37,019 | ----- | ---- | 37,019 | ---- |
Edward L. Williams | Salary Continuation for 18 Months | Bonuses to be Earned | Accrued and Unused Vacation as of December 31, 2012 | Continuation of Medical/ Welfare Benefits for 18 Months | Cash Equivalent of Company Match to 401(k) for 18 Months | Total | Number of Shares of Restricted Stock That Would Vest | |||||||||||||||||||||
Termination without cause/disability/death | $ | 577,500 | $ | ---- | $ | 37,019 | $ | 43,350 | $ | 7,500 | $ | 665,369 | 127,012 | |||||||||||||||
Termination upon change in control | 577,500 | 563,500 | 37,019 | 43,350 | 7,500 | 1,228,869 | 127,012 | |||||||||||||||||||||
Termination for cause | ---- | ---- | 37,019 | ----- | ---- | 37,019 | ---- | |||||||||||||||||||||
Voluntary termination | ---- | ---- | 37,019 | ----- | ---- | 37,019 | ---- |
Jefferson V. Wright | Salary Continuation for 18 Months | Bonuses to be Earned | Accrued and Unused Vacation as of December 31, 2014 | Benefits for 18 Months (1) | Cash Equivalent of Company Match to 401(k) for 18 Months | Total | Number of Shares of Restricted Stock That Would Vest | |||||||||||||||||||||
Termination without cause | $ | 525,000 | $ | ---- | $ | 33,654 | $ | 55,201 | $ | 7,800 | $ | 621,655 | 500,000 | |||||||||||||||
Termination upon death or disability | 525,000 | 127,500 | (3) | 33,654 | 55,201 | 7,800 | 749,155 | 500,000 | ||||||||||||||||||||
Termination upon change in control | 525,000 | 1,563,438 | 33,654 | 55,201 | 7,800 | 2,185,092 | 500,000 | |||||||||||||||||||||
Termination for cause | ---- | ---- | 33,654 | ----- | ---- | 33,654 | ---- | |||||||||||||||||||||
Voluntary termination | ---- | ---- | 33,654 | ----- | ---- | 33,654 | ---- |
Brendan D. Malloy | Salary Continuation for 18 Months | Bonuses to be Earned | Accrued and Unused Vacation as of December 31, 2014 | Benefits for 18 Months (2) | Cash Equivalent of Company Match to 401(k) for 18 Months | Total | Number of Shares of Restricted Stock That Would Vest | |||||||||||||||||||||
Termination without cause | $ | 472,500 | $ | ---- | $ | 24,231 | $ | 26,788 | $ | 7,800 | $ | 531,319 | 500,000 | |||||||||||||||
Termination upon death or disability | 472,500 | 99,000 | (3) | 24,231 | 26,788 | 7,800 | 630,319 | 500,000 | ||||||||||||||||||||
Termination upon change in control | 472,500 | 1,006,500 | 24,231 | 26,788 | 7,800 | 1,537,819 | 500,000 | |||||||||||||||||||||
Termination for cause | ---- | ---- | 24,231 | ----- | ---- | 24,231 | ---- | |||||||||||||||||||||
Voluntary termination | ---- | ---- | 24,231 | ----- | ---- | 24,231 | ---- |
(1) | Cash equivalent of premium payments for continued coverage under the medical, dental, short and long-term disability, and life insurance and other similar plans; payment of premiums for continuation of Executive Life Policy, in which the executive is the holder of the policy. |
(2) | Cash equivalent of premium payments for continued coverage under the medical, dental, short and long-term disability, and life insurance and other similar plans. |
(3) | Represents unpaid deferred payments of the MBO Bonus under the Telos Corporation Senior Officer Incentive Program. Upon the termination of a participant's employment by reason of death or disability, the participant will forfeit as of the termination of employment a portion of the Strategic Growth Bonus equal to the amount of the Strategic Growth Bonus initially granted to the participant for that performance period multiplied by a fraction, (i) the numerator of which will be the number of full calendar months from the date of the participant's cessation of employment to the end of the performance period, and the denominator of which will be the number of months representing the entire performance period (provided that the Compensation Committee is authorized to declare that a lesser percentage of the Strategic Growth Bonus will be forfeited). With respect to the portion of the Strategic Growth Bonus that is not so forfeited, the performance period will continue and the remaining percentage of the Strategic Growth Bonus that is earned or forfeited will be determined based upon the extent to which the applicable performance goals for such performance period have been achieved or exceeded. That amount is not reflected in the table above. |
Brendan D. Malloy | Salary Continuation for 18 Months | Accrued and Unused Vacation as of December 31, 2012 | Continuation of Medical/ Welfare Benefits for 18 Months | Cash Equivalent of Company Match to 401(k) for 18 Months | Total | Number of Shares of Restricted Stock That would Vest | ||||||||||||||||||
Termination without cause/disability/death | $ | 472,500 | $ | 24,231 | $ | 26,418 | $ | 7,500 | $ | 530,649 | 112,500 | |||||||||||||
Termination for cause | ---- | 24,231 | ---- | ---- | 24,231 | ---- | ||||||||||||||||||
Voluntary termination | ---- | 24,231 | ---- | ---- | 24,231 | ---- |
Mark Griffin | Salary Continuation for 18 Months | Accrued and Unused Vacation as of December 31, 2012 | Continuation of Medical/ Welfare Benefits for 18 Months | Cash Equivalent of Company Match to 401(k) for 18 Months | Total | Number of Shares of Restricted Stock That would Vest | ||||||||||||||||||
Termination without cause/disability/death | $ | 315,000 | $ | 16,154 | $ | 17,871 | $ | 7,500 | $ | 356,525 | ---- | |||||||||||||
Termination for cause | ---- | 16,154 | ---- | ---- | 16,154 | ---- | ||||||||||||||||||
Voluntary termination | ---- | 16,154 | ---- | ---- | 16,154 | ---- |
Name | Fees Paid | All Other Compensation | Total | |||||||||
Bernard Bailey | $ | 75,000 | $ | 5,000 | 1 | $ | 80,000 | |||||
David Borland | 60,000 | ---- | 60,000 | |||||||||
William Dvoranchik | 80,000 | 5,000 | 1 | 85,000 | ||||||||
Seth W. Hamot | ---- | ---- | ---- | |||||||||
Bruce Harris | 55,000 | ---- | 55,000 | |||||||||
Charles Mahan | 75,000 | ---- | 75,000 | |||||||||
John W. Maluda | 35,000 | 204,000 | 2 | 239,000 | ||||||||
Robert J. Marino | 45,000 | ---- | 45,000 | |||||||||
Andrew R. Siegel | ---- | ---- | ---- | |||||||||
Jerry Tuttle | 60,000 | ---- | 60,000 | |||||||||
$ | 485,000 | $ | 214,000 | $ | 699,000 |
Name | Fees Paid | All Other Compensation | Total | |||||||||
Bernard Bailey | $ | 75,000 | $ | 5,000 | 1 | $ | 80,000 | |||||
David Borland | 60,000 | ---- | 60,000 | |||||||||
William Dvoranchik | 80,000 | 5,000 | 1 | 85,000 | ||||||||
Seth W. Hamot | ---- | ---- | ---- | |||||||||
Bruce Harris | 55,000 | ---- | 55,000 | |||||||||
Charles Mahan | 65,000 | ---- | 65,000 | |||||||||
John W. Maluda | 45,000 | 140,000 | 2 | 185,000 | ||||||||
Robert J. Marino | ---- | 153,118 | 3 | 153,118 | ||||||||
Andrew R. Siegel | ---- | ---- | ---- | |||||||||
Jerry Tuttle | 60,000 | ---- | 60,000 | |||||||||
$ | 440,000 | $ | 303,118 | $ | 743,118 |
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under plans (excluding securities listed in the first column) | |||||||||
Equity compensation plans approved by security holders: | ||||||||||||
1. 1996 Stock Option Plan | 20,000 | $ | .62 | None | ||||||||
2. 2008 Plan | None | N/A | 262,241 | |||||||||
Equity compensation plans not approved by security holders | None | N/A | None |
2012 | 2011 | |||||||
BDO USA, LLP: | ||||||||
Audit fees | $ | 515,000 | $ | 481,000 | ||||
Audit-related fees | ---- | ---- | ||||||
Tax fees (1) | 71,000 | 69,000 | ||||||
All other fees | ---- | ---- | ||||||
Total | $ | 586,000 | $ | 550,000 |
Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership as of April | Percent of Class | |||||
Class A Common Stock | Toxford Corporation Place de Saint Gervais 1 1211 Geneva Switzerland | 15,801,802 shares (A) | 39.3% | |||||
Class A Common Stock | Telos Corporation Shared Savings Plan 19886 Ashburn Road Ashburn, VA 20147 | 3,658,536 shares | 9.1% | |||||
Class A Common Stock | John B. Wood | 5,897,351 shares (B) | 14.7% | |||||
Class A Common Stock | ||||||||
4.7% | ||||||||
Class A Common Stock | ||||||||
3.6% | ||||||||
Class A Common Stock | ||||||||
2.4% | ||||||||
Class A Common Stock | ||||||||
2.5% | ||||||||
Class A Common Stock | 591,400 shares (B) | |||||||
1.5% | ||||||||
Class A Common Stock | ||||||||
Bernard C. Bailey | 100,000 shares | 0.2% | ||||||
Class A Common Stock | David Borland | 120,000 shares (C) | 0.3% | |||||
Class A Common Stock | William M. Dvoranchik | 100,000 shares | 0.2% | |||||
Class A Common Stock | Seth W. Hamot | ---- | ---- | |||||
Class A Common Stock | Bruce R. Harris | 100,000 shares | 0.2% | |||||
Class A Common Stock | Charles S. Mahan, Jr. | 100,000 shares | 0.2% | |||||
Class A Common Stock | John W. Maluda | 80,000 shares | 0.2% | |||||
Class A Common Stock | Andrew R. Siegel | ---- | ---- | |||||
Class A Common Stock | Jerry O. Tuttle | 100,000 shares | 0.2% | |||||
Class A Common Stock | All officers and directors as a group | |||||||
37.9% | ||||||||
Class B Common Stock | Graphite Enterprise Trust PLC Berkley Square House, London W1J 6BQ England | 1,681,960 shares | 41.7% | |||||
Class B Common Stock | Graphite Enterprise Trust LP Berkley Square House, London W1J 6BQ England | 420,490 shares | 10.4% | |||||
Class B Common Stock | North Atlantic Smaller Companies Investment Trust PLC c/o North Atlantic Value LLP Ground Floor, Ryder Court 14 Ryder Street London SW1Y 6QB England | 1,186,720 shares | 29.4% |
Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership as of April | Percent of Class | ||||
Class B Common Stock | John B. Wood | 4.8% | |||||
Class B Common Stock | Michele Nakazawa | 125,000 shares | 3.1% | ||||
Class B Common Stock | Brendan D. Malloy | 100,000 shares | 2.5% | ||||
Class B Common Stock | Edward L. Williams | 100,000 shares | 2.5% | ||||
Class B Common Stock | All officers and directors as a group | 569,888 shares | 14.1% | ||||
Series A-1 Redeemable Preferred Stock | North Atlantic Smaller Companies Investment Trust PLC c/o North Atlantic Value LLP, Ground Floor, Ryder Court 14 Ryder Street London SW1Y 6QB England | 5.8% | |||||
Series A-1 Redeemable Preferred Stock | Graphite Enterprise Trust PLC Berkley Square House, London W1J 6BQ England | 9.2% | |||||
Series A-1 Redeemable Preferred Stock | Toxford Corporation Place de Saint Gervais 1 1211 Geneva Switzerland | ||||||
82.7% | |||||||
Series A-2 Redeemable Preferred Stock | North Atlantic Smaller Companies Investment Trust PLC c/o North Atlantic Value LLP Ground Floor, Ryder Court 14 Ryder Street London SW1Y 6QB England | 5.8% | |||||
Series A-2 Redeemable Preferred Stock | Graphite Enterprise Trust PLC Berkley Square House, London W1J 6BQ England | ||||||
9.2% | |||||||
Series A-2 Redeemable Preferred Stock | Toxford Corporation Place de Saint Gervais 1 1211 Geneva Switzerland | 82.7% | |||||
12% Cumulative Exchangeable Redeemable Preferred Stock | Value Partners, Ltd. Ewing & Partners Ewing Asset Management, LLC Timothy G. Ewing 4514 Cole Avenue, Suite 740 Dallas, TX 75205 | 7.5% | |||||
12% Cumulative Exchangeable Redeemable Preferred Stock | Wynnefield Partners Small Cap Value, L.P. Wynnefield Partners Small Cap Value, L.P. I Channel Partnership II, L.P. Wynnefield Small Cap Value Offshore Fund, Ltd. Wynnefield Capital Management, LLC Wynnefield Capital, Inc. Nelson Obus Joshua Landes 450 Seventh Avenue, Suite 509 New York, NY 10123 | 12.7% |
Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership as of April | Percent of Class | ||||
12% Cumulative Exchangeable Redeemable Preferred Stock | Minerva Advisors, LLC David P. Cohen 50 Monument Road, Suite 201 Bala Cynwyd, PA 19004 | 217,722 shares | 6.8% | ||||
12% Cumulative Exchangeable Redeemable Preferred Stock | Victor Morgenstern Faye Morgenstern Judd Morgenstern Morningstar Trust - Faye Morgenstern Trustee 106 Vine Avenue Highland Park, IL 60035 | 182,000 shares | 5.7% | ||||
12% Cumulative Exchangeable Redeemable Preferred Stock | Costa Brava Partnership III, LP Roark, Rearden & Hamot, LLC Seth W. Hamot 222 Berkeley Street, Boston, MA 02116 | 405,172 shares | 12.7% | ||||
12% Cumulative Exchangeable Redeemable Preferred Stock | NSB Advisors LLC 200 Westage Center Drive, Suite 228 Fishkill, NY 12524 |
(A) | Includes 15,328,480 shares held directly by Toxford Corporation and 473,322 shares held directly by Mr. John R.C. Porter, Chalet Ty Fano, 2 Chemin |
(B) | Includes |
(C) |
Mr. Borland |
Includes |
Includes |
Includes |
According to the Schedule 13D/A (Amendment No. |
Wynnefield Partners Small Cap Value, L.P., |
(I) | Minerva Advisors, LLC |
Victor Morgenstern |
According to the Schedule 13D/A (Amendment No. |
According to the Schedule 13G/A (Amendment No. 4) filed on February 13, |
2014 | 2013 | |||||||
BDO USA, LLP: | ||||||||
Audit fees | $ | 507,000 | $ | 517,000 | ||||
Audit-related fees | ---- | ---- | ||||||
Tax fees (1) | 60,000 | 55,000 | ||||||
All other fees | ---- | ---- | ||||||
Total | $ | 567,000 | $ | 572,000 |
Plan Category | Number of securities remaining available for future issuance under plans (excluding securities listed in the first column) |
Equity compensation plans approved by security holders: | |
1. 2008 Plan | 264,741 |
2. 2013 Plan | 1,188,000 |
Equity compensation Plans not approved by security holders | None |