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Companies Telos Corp

Telos (TLS): executive pay, fiscal 2025

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CEO total pay$2,848,275CEO John B. Wood · source
Say-on-pay support96.99%Latest vote · source
CEO vs. named peers47th pct.Of 15 peer CEOs
CEO pay ratio24:1To the median employee · source

CEO pay, last three years

  • $1,249,826FY2023
  • $18,082,345FY2024
  • $2,848,275FY2025

CEO total pay was $2,848,275 in fiscal 2025, down from $18,082,345 in fiscal 2024.

FY2025: salary $600,000 · bonus $0 · stock awards $2,200,075 · option awards $0

Executives and directors

Frequently asked questions

Who was the highest-paid executive at Telos Corp in fiscal 2025?
As disclosed, John B. Wood (Chairman, President and CEO) was the highest-paid executive at Telos Corp in fiscal 2025, with total compensation of $2,848,275.
How does Telos Corp's chief executive pay compare to its disclosed peer group?
As disclosed, John B. Wood's total compensation ranked at the 47th percentile of Telos Corp's disclosed peer group.
What is Telos Corp's CEO-to-median employee pay ratio?
As disclosed, Telos Corp's CEO-to-median employee pay ratio was 24:1.
How did shareholders vote on Telos Corp's executive compensation?
As disclosed, 96.99% of shareholders supported Telos Corp's executive compensation in the latest say-on-pay vote.
How much does Telos Corp spend in total on board compensation for fiscal 2025?
As disclosed, Telos Corp reported total board compensation of $1,225,000 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

Full detail

Every table from the filing. Open any section.

Summary compensation table
Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
John B. Wood$600,000$0$2,200,075$0$0$0$48,200$2,848,275
Chairman, President and CEO
Mark D. Griffin411,2550916,69700014,3841,342,336
Executive Vice President, Security Solutions
Mark Bendza410,000—916,6970009,3841,336,081
CFO
E. Hutchinson Robbins385,0000733,35800049,4241,167,782
Executive Vice President, General Counsel
Malcolm G. Cooke286,9140366,68200011,379644,975
Vice President, Chief Information Technology Officer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
John B. Wood$2,848,275$18,082,345$1,249,826↓ −15,234,070
Mark D. Griffin1,342,3367,384,1871,001,190↓ −6,041,851
Mark Bendza1,336,0819,240,1471,034,480↓ −7,904,066
E. Hutchinson Robbins1,167,782—994,180—
Malcolm G. Cooke644,975720,276—↓ −75,301

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

Incentive-plan design — the Compensation Discussion & Analysis

The compensation program is designed to align executive pay with business performance by making the majority of compensation 'at risk' and contingent on achieving objective company performance metrics. The Committee focuses on rigorous metrics that drive shareholder value, including business generation, profitability, and long-term total shareholder return, while maintaining a mix of cash and equity to encourage retention and long-term alignment.

CEO STI target (% of salary)100%
CEO LTI target (% of salary)—
Independent consultantZayla Partners
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingfalse
Equity grants and outstanding awards

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
John B. WoodPSU2025-06-11228,224456,447—912,895$2,200,075
Malcolm G. CookePSU2025-06-1138,03876,075—152,150366,682
Mark D. GriffinPSU2025-06-1195,093190,186—380,373916,697
E. Hutchinson RobbinsPSU2025-06-1176,075152,149—304,298733,358
E. Hutchinson RobbinsPSU2025-06-1176,075152,149—304,298733,358
Mark BendzaPSU2025-06-1195,093190,186—380,373916,697

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
John B. Wood$0$2,200,075$0100.0%
Malcolm G. Cooke0366,6820100.0%
Mark D. Griffin0916,6970100.0%
E. Hutchinson Robbins01,466,7160100.0%
Mark Bendza0916,6970100.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Malcolm G. CookeRSU8,462—$43,156
E. Hutchinson RobbinsRSU121,660—620,471
Mark D. GriffinRSU170,946—871,825
Malcolm G. CookePSU180,431—920,198
Mark BendzaRSU217,335—1,108,409
E. Hutchinson RobbinsPSU710,914—3,625,661
Mark D. GriffinPSU951,709—4,853,716
Mark BendzaPSU1,106,752—5,644,435
John B. WoodPSU2,541,075—12,959,483
Director compensation
DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Fredrick D. SchaufeldIndependent · Audit · Management Development and Compensation (Chair)$60,000$150,000———$210,000
David BorlandIndependent · Management Development and Compensation · Nominating and Corporate Governance (Chair)60,000150,000———210,000
Brad JacobsIndependent · Audit (Chair) · Management Development and Compensation60,000150,000———210,000
Bonnie CarrollIndependent · Audit · Management Development and Compensation · Nominating and Corporate Governance55,000150,000———205,000
Derrick D. DockeryIndependent · Management Development and Compensation · Nominating and Corporate Governance50,000150,000———200,000
John W. MaludaIndependent40,000150,000———190,000
John B. WoodEmployee director · Board Chair—————0

Board fee structure and ownership guideline

Annual cash retainer$40,000
Annual equity retainer$150,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)10,000 / 10,000 / 10,000
Stock ownership guideline—

Total cost of the board

ComponentFY2025
Cash retainers and fees$325,000
Equity awards (grant-date value)$900,000
All other compensation$0
Total cost of the board$1,225,000

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

Peer group, and who names Telos as a peer

Companies that benchmark against TLS

4 companies name TLS as a compensation peer

The list of companies that name TLS as a peer is temporarily unavailable — recheck shortly.

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

Peer reciprocity

Of the companies Telos Corp names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer’s own current proxy has been read — each mark is cited in the register to that peer’s filing. A dash means the peer’s current proxy was read and names no reciprocal group including Telos Corp.

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Domo, Inc.2026Joshua James$500,000$8,357,004$0$593,550$9,465,244
2Mitek Systems, Inc.2025Edward H. West500,0007,902,3610761,5009,414,057
3Pros Holdings, Inc.2024Andres Reiner540,0008,108,9370392,0409,058,301
4Couchbase, Inc.2025Matthew Cain535,0007,639,0000508,2508,685,250
5A10 Networks, Inc2025Dhrupad Trivedi697,9175,211,97301,056,8006,974,141
6SoundThinking, Inc.2025Ralph Clark472,5003,818,1510302,4004,600,051
7Synchronoss Technologies, Inc.2024Jeffrey Miller520,0002,816,0000449,2803,842,280
8OneSpan, Inc.2025Victor Limongelli600,0002,500,0210150,0003,627,046
9Telos Corp2025John B. Wood600,0002,200,075002,848,275
10Backblaze, Inc.2025Gleb Budman550,0002,113,504002,674,004
11Veritone, Inc.2025Ryan Steelberg665,0001,675,200002,506,450
12Digimarc Corporation2025Riley McCormack415,0001,662,9310371,8402,449,771
13Red Violet, Inc.2025Derek Dubner505,4311,022,304002,118,235
14Agilysys, Inc.2026Ramesh Srinivasan600,000600,000001,213,846
15Crexendo, Inc.2024Jeff Korn325,000322,000095,000761,000
16eGain Corporation2026Ashutosh Roy250,000015,83637,500303,336

Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
Telos Corp152%PSU 100NoZayla Partners
A10 Networks, Incnot disclosedPSU 50 · RSU 50NoRadford-AON
Agilysys, Inc.100%RSU 100not disclosedCompensation consultant (name not disclosed in provided text)
Backblaze, Inc.68%RSU 100not disclosedCompensia
Couchbase, Inc.95%not disclosedNoCompensia
Crexendo, Inc.not disclosednot disclosednot disclosednot disclosed
Digimarc Corporationnot disclosedPRSU 50 · RSU 50not disclosedF.W. Cook & Co.
Domo, Inc.119%RSU 100NoCompensia
eGain Corporationnot disclosednot disclosednot disclosednot disclosed
Mitek Systems, Inc.152.3%PSU 80 · RSU 20NoFrederic W. Cook & Company, Inc.
OneSpan, Inc.25%PSU 75 · RSU 25NoFrederic W. Cook & Co, Inc.
Pros Holdings, Inc.66%RSU 60 · MSU 40NoFW Cook
Red Violet, Inc.not disclosedRSU 100Nonot disclosed
SoundThinking, Inc.not disclosedRSU 50 · PSU 50NoAon
Synchronoss Technologies, Inc.86.4%PRSU 65 · RSU 35not disclosedGrant Thornton Advisors LLC
Veritone, Inc.not disclosednot disclosedYes — Relative TSR Metric - percentile ranking of Company's total shareholder return relative to S&P Software Services IndexCompensia, Inc.

Read from each company’s Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company’s filing does not state the item.

Say-on-pay history and pay ratio
Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-0753,192,6971,649,45128,20796.99%Passed
20252025-05-0844,890,4913,412,504402,52492.94%Passed
20242024-05-2135,790,4391,737,219463,61695.37%Passed
20232023-05-089,667,04325,872,490680,15927.2%Failed
20172017-05-1131,258,37124,391116,19899.92%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.

Say-on-pay — history, company’s computation

Meeting yearMeeting dateApproval — company’s computation
20262026-05-0796.99%a
20252025-05-0892.94%b
20242024-05-2195.37%c

a. Approved under the standard stated in the filing — “Broker non-votes and abstentions will not be counted as a vote "FOR" or "AGAINST" Proposals 2 through 4 and will have no effect on the result of the vote.”.

b. Approved under the standard stated in the filing — “Broker non-votes and abstentions will not be counted as a vote "FOR" or "AGAINST" Proposals 2 through 4 and will have no effect on the result of the vote.”.

c. Approved under the standard stated in the filing — “Broker non-votes and abstentions will not be counted as a vote "FOR" or "AGAINST" Proposals 2 through 4 and will have no effect on the result of the vote.”.

Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

CEO pay ratio

Ratio (CEO : median employee)24 : 1
CEO total compensation$2,848,275
Median employee compensation$119,301
Insider trades since the proxy

Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
Derrick D. DockeryDirector2026-08-21D12,000$4$53,160CommonForm 4 ↗
E. Hutchinson RobbinsEVP, General Counsel2026-09-02D62,3985295,143CommonForm 4 ↗
Mark BendzaEVP, CFO2026-09-09D200,0005910,000CommonForm 4 ↗
Mark BendzaEVP, CFO2026-09-11D25,4614110,246CommonForm 4 ↗
Mark BendzaEVP, CFO2026-09-18D174,5394706,883CommonForm 4 ↗
John B. WoodDirector2026-09-21D96,1514389,412CommonForm 4 ↗

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

Sources (58 citations)

Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

  • Section 01, John B. Wood. DEF 14A, filed 2026-03-27. Section “Summary Compensation Table” · page 35. As printed: 2,848,275. View filing ↗
  • Section 01, Mark D. Griffin. DEF 14A, filed 2026-03-27. Section “Summary Compensation Table” · page 35. As printed: 1,342,336. View filing ↗
  • Section 01, Mark Bendza. DEF 14A, filed 2026-03-27. Section “Summary Compensation Table” · page 35. As printed: 1,336,081. View filing ↗
  • Section 01, E. Hutchinson Robbins. DEF 14A, filed 2026-03-27. Section “Summary Compensation Table” · page 35. As printed: 1,167,782. View filing ↗
  • Section 01, Malcolm G. Cooke. DEF 14A, filed 2026-03-27. Section “Summary Compensation Table” · page 35. As printed: 644,975. View filing ↗
  • Section 03, John B. Wood PSU. DEF 14A, filed 2026-03-27. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
  • Section 03, Malcolm G. Cooke PSU. DEF 14A, filed 2026-03-27. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
  • Section 03, Mark D. Griffin PSU. DEF 14A, filed 2026-03-27. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
  • Section 03, E. Hutchinson Robbins PSU. DEF 14A, filed 2026-03-27. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
  • Section 03, E. Hutchinson Robbins PSU. DEF 14A, filed 2026-03-27. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
  • Section 03, Mark Bendza PSU. DEF 14A, filed 2026-03-27. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
  • Section 07, pay ratio. DEF 14A, filed 2026-03-27. Section “CEO Pay Ratio”. As printed: 24 : 1. View filing ↗
  • Section 08, Fredrick D. Schaufeld. DEF 14A, filed 2026-03-27. Section “Director Compensation”. As printed: 210,000. View filing ↗
  • Section 08, David Borland. DEF 14A, filed 2026-03-27. Section “Director Compensation”. As printed: 210,000. View filing ↗
  • Section 08, Brad Jacobs. DEF 14A, filed 2026-03-27. Section “Director Compensation”. As printed: 210,000. View filing ↗
  • Section 08, Bonnie Carroll. DEF 14A, filed 2026-03-27. Section “Director Compensation”. As printed: 205,000. View filing ↗
  • Section 08, Derrick D. Dockery. DEF 14A, filed 2026-03-27. Section “Director Compensation”. As printed: 200,000. View filing ↗
  • Section 08, John W. Maluda. DEF 14A, filed 2026-03-27. Section “Director Compensation”. As printed: 190,000. View filing ↗
  • Section 08, John B. Wood. DEF 14A, filed 2026-03-27. Section “Director Compensation”. As printed: 0. View filing ↗
  • Section 02, Derrick D. Dockery 2026-08-21. Form 4, filed 2026-08-24. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 02, E. Hutchinson Robbins 2026-09-02. Form 4, filed 2026-09-02. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 02, Mark Bendza 2026-09-09. Form 4, filed 2026-09-10. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 02, Mark Bendza 2026-09-11. Form 4, filed 2026-09-11. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 02, Mark Bendza 2026-09-18. Form 4, filed 2026-09-21. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 02, John B. Wood 2026-09-21. Form 4, filed 2026-09-21. Insider equity transaction reported since the proxy statement. View filing ↗
  • Section 06, 2026 vote. Form 8-K, filed 2026-05-07. Item 5.07 · say-on-pay result. As reported: 96.99% (votes for as printed: 53,192,697). View filing ↗
  • Section 06, 2025 vote. Form 8-K, filed 2025-05-09. Item 5.07 · say-on-pay result. As reported: 92.94% (votes for as printed: 44,890,491). View filing ↗
  • Section 06, 2024 vote. Form 8-K, filed 2024-05-22. Item 5.07 · say-on-pay result. As reported: 95.37% (votes for as printed: 35,790,439). View filing ↗
  • Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
  • Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
  • Section 09b board cost (computed). Computed. Cash 325,000 + equity 900,000 + all other 0 = 1,225,000, summed across the director compensation table rows.
  • Domo, Inc., Section 10b CEO total. DEF 14A, filed 2026-06-01. CEO total compensation as printed in Domo, Inc.'s own proxy. As printed: 9,465,244. View filing ↗
  • Mitek Systems, Inc., Section 10b CEO total. DEF 14A, filed 2026-01-26. CEO total compensation as printed in Mitek Systems, Inc.'s own proxy. As printed: 9,414,057. View filing ↗
  • Pros Holdings, Inc., Section 10b CEO total. DEF 14A, filed 2025-03-28. CEO total compensation as printed in Pros Holdings, Inc.'s own proxy. As printed: 9,058,301. View filing ↗
  • Couchbase, Inc., Section 10b CEO total. DEF 14A, filed 2025-04-16. CEO total compensation as printed in Couchbase, Inc.'s own proxy. As printed: 8,685,250. View filing ↗
  • A10 Networks, Inc, Section 10b CEO total. DEF 14A, filed 2026-03-10. CEO total compensation as printed in A10 Networks, Inc's own proxy. As printed: 6,974,141. View filing ↗
  • SoundThinking, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-22. CEO total compensation as printed in SoundThinking, Inc.'s own proxy. As printed: 4,600,051. View filing ↗
  • Synchronoss Technologies, Inc., Section 10b CEO total. DEF 14A, filed 2025-04-29. CEO total compensation as printed in Synchronoss Technologies, Inc.'s own proxy. As printed: 3,842,280. View filing ↗
  • OneSpan, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-23. CEO total compensation as printed in OneSpan, Inc.'s own proxy. As printed: 3,627,046. View filing ↗
  • Telos Corp (subject), Section 10b CEO total. DEF 14A, filed 2026-03-27. CEO total compensation as printed in Telos Corp's own proxy. As printed: 2,848,275. View filing ↗
  • Backblaze, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-15. CEO total compensation as printed in Backblaze, Inc.'s own proxy. As printed: 2,674,004. View filing ↗
  • Veritone, Inc., Section 10b CEO total. DEF 14A, filed 2026-05-26. CEO total compensation as printed in Veritone, Inc.'s own proxy. As printed: 2,506,450. View filing ↗
  • Digimarc Corporation, Section 10b CEO total. DEF 14A, filed 2026-03-24. CEO total compensation as printed in Digimarc Corporation's own proxy. As printed: 2,449,771. View filing ↗
  • Red Violet, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-21. CEO total compensation as printed in Red Violet, Inc.'s own proxy. As printed: 2,118,235. View filing ↗
  • Agilysys, Inc., Section 10b CEO total. DEF 14A, filed 2026-07-16. CEO total compensation as printed in Agilysys, Inc.'s own proxy. As printed: 1,213,846. View filing ↗
  • Crexendo, Inc., Section 10b CEO total. DEF 14A, filed 2025-10-20. CEO total compensation as printed in Crexendo, Inc.'s own proxy. As printed: 761,000. View filing ↗
  • eGain Corporation, Section 10b CEO total. DEF 14A, filed 2026-10-13. CEO total compensation as printed in eGain Corporation's own proxy. As printed: 303,336. View filing ↗
  • Section 10a, Digimarc Corporation reciprocity. DEF 14A. Digimarc Corporation's most recent proxy was read; its disclosed peer group does not include Telos Corp. View filing ↗
  • Section 10a, Synchronoss Technologies, Inc. reciprocity. DEF 14A. Synchronoss Technologies, Inc.'s most recent proxy was read; its disclosed peer group does not include Telos Corp. View filing ↗
  • Section 10a, OneSpan, Inc. reciprocity. DEF 14A. OneSpan, Inc. names Telos Corp in its own disclosed peer group (read from its most recent proxy). View filing ↗
  • Section 10a, Agilysys, Inc. reciprocity. DEF 14A. Agilysys, Inc.'s most recent proxy was read; its disclosed peer group does not include Telos Corp. View filing ↗
  • Section 10a, A10 Networks, Inc reciprocity. DEF 14A. A10 Networks, Inc's most recent proxy was read; its disclosed peer group does not include Telos Corp. View filing ↗
  • Section 10a, PROS Holdings, Inc. reciprocity. DEF 14A. PROS Holdings, Inc.'s most recent proxy was read; its disclosed peer group does not include Telos Corp. View filing ↗
  • Section 10a, Mitek Systems, Inc. reciprocity. DEF 14A. Mitek Systems, Inc.'s most recent proxy was read; its disclosed peer group does not include Telos Corp. View filing ↗
  • Section 10a, Couchbase, Inc. reciprocity. DEF 14A. Couchbase, Inc.'s most recent proxy was read; its disclosed peer group does not include Telos Corp. View filing ↗
  • Section 10a, Domo, Inc. reciprocity. DEF 14A. Domo, Inc.'s most recent proxy was read; its disclosed peer group does not include Telos Corp. View filing ↗
  • Section 10a, SoundThinking, Inc. reciprocity. DEF 14A. SoundThinking, Inc. names Telos Corp in its own disclosed peer group (read from its most recent proxy). View filing ↗
  • Section 10a, eGain Corporation reciprocity. DEF 14A. eGain Corporation's most recent proxy was read; its disclosed peer group does not include Telos Corp. View filing ↗
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