Bonnie Carroll
About Bonnie Carroll
Bonnie Carroll, 67, is an independent director of Telos Corporation, serving since 2020. She sits on the Audit Committee, Management Development and Compensation Committee, and Nominating and Corporate Governance Committee. Carroll is President and Founder of Tragedy Assistance Program for Survivors (TAPS) since 1994; her government service includes White House Liaison at the Department of Veterans Affairs (George W. Bush), Executive Assistant to the President for Cabinet Affairs (Reagan), and Senior Advisor to the Iraqi Ministry of Communications during Operation Iraqi Freedom. She holds a degree in Public Administration and Political Science from American University and completed Harvard Kennedy School’s Executive Leadership Program in International Conflict Resolution; she received the Presidential Medal of Freedom and the DoD Fisher Distinguished Civilian Humanitarian Award.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Department of Veterans Affairs | White House Liaison | Bush Administration (years not specified) | Liaison role supporting executive branch coordination |
| The White House | Executive Assistant to the President for Cabinet Affairs | Reagan Administration (years not specified) | Cabinet Affairs coordination |
| Iraqi Ministry of Communications | Senior Advisor | Operation Iraqi Freedom (years not specified) | Senior advisory post during reconstruction |
| U.S. Air Force Reserve | Major; Chief, Casualty Operations HQ USAF | 31 years | Senior operations leadership; casualty operations |
| Air National Guard | Transportation/Logistics/Executive Officer (NCO and commissioned) | 16 years | Operational leadership across logistics and transportation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tragedy Assistance Program for Survivors (TAPS) | President & Founder | Since 1994 | Non-profit serving military survivor families; core external leadership role |
| Other public company boards | — | — | No other public company directorships disclosed in proxy biography |
Board Governance
- Independence: The Board determined Carroll is independent under NASDAQ standards (all nominees except CEO John B. Wood and Gen. Maluda are independent). Independent directors constitute a majority if nominees are elected.
- Attendance: In FY2024 the Board met 5 times; each director attended at least 75% of aggregate Board/committee meetings. Carroll did not attend the in‑person 2024 Annual Meeting of Stockholders.
- Board leadership: Chairman and CEO roles are combined; no Lead Independent Director.
- Committee memberships and 2024 meeting cadence:
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 4 | All members independent; Jacobs is chair and audit committee financial expert |
| Management Development & Compensation | Member | 7 | Independent composition; Zayla Partners engaged as compensation consultant in Sep 2024; no conflicts found |
| Nominating & Corporate Governance | Member | 2 | Oversight of ESG since 2022; Corporate Governance Guidelines approved Mar 13, 2024 |
Fixed Compensation
- Policy (approved May 21, 2024): $40,000 annual retainer; $5,000 per committee assignment; additional $10,000 for committee chairs; quarterly cash payments.
- Actual 2024 Director Compensation (Carroll): Cash $66,250; Stock awards (grant-date fair value) $150,000; Total $216,250.
| Component | Amount | Detail |
|---|---|---|
| Annual retainer (policy) | $40,000 | Approved May 21, 2024 |
| Committee assignment fee (policy) | $5,000 per committee | Approved May 21, 2024 |
| Chair premium (policy) | $10,000 | Approved May 21, 2024 |
| Cash paid (2024 actual) | $66,250 | Carroll’s cash compensation for 2024 |
Performance Compensation
- RSUs: Carroll received 40,323 RSUs on May 21, 2024, grant-date fair value $150,000; vest May 21, 2026, subject to continued service; accelerates upon change of control.
- Options: As of December 31, 2024, Carroll held options to acquire 50,000 shares (strike/expiration not disclosed).
- Performance metrics: No performance metrics are tied to director compensation (director equity is time‑vested RSUs).
| Award Type | Grant Date | Shares/Units | Fair Value | Vesting | Change of Control | Performance Metrics |
|---|---|---|---|---|---|---|
| RSUs | May 21, 2024 | 40,323 | $150,000 | Vests May 21, 2026 (service‑based) | Accelerated vesting upon change of control | None disclosed for directors |
| Options (outstanding) | — | 50,000 | — | — | — | Terms (strike/expiration) not disclosed |
Other Directorships & Interlocks
| Organization | Role | Interlock/Notes |
|---|---|---|
| TAPS | President & Founder | CEO/Chairman John B. Wood serves on boards of TAPS, INOVA Foundation, Wolf Trap Foundation; TAPS connection is notable but no related‑party transactions disclosed. |
Expertise & Qualifications
- Education: BA/BS equivalent in Public Administration and Political Science (American University); Harvard Kennedy School Executive Leadership Program in International Conflict Resolution.
- Military and public sector leadership: 31 years USAFR; 16 years ANG; senior executive roles in White House/VA and international advisory.
- Honors: Presidential Medal of Freedom; DoD Fisher Distinguished Civilian Humanitarian Award.
- Independence: Determined independent by the Board under NASDAQ standards.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 141,525 |
| Ownership (% of class) | 0.2% |
| RSUs unvested (awarded 2024) | 40,323 (vest May 21, 2026) |
| Options outstanding | 50,000 (terms not disclosed) |
| Shares pledged as collateral | Not disclosed in proxy |
| Ownership guidelines (directors) | Not disclosed in proxy |
Governance Assessment
- Strengths: Independent director with deep public sector and military leadership; serves on three key committees, enhancing oversight breadth; meets attendance threshold; equity alignment via RSUs with multi‑year vesting; Compensation Committee’s use of independent consultant (Zayla Partners) with no conflicts disclosed.
- Watch items and potential RED FLAGS:
- Missed the in‑person 2024 Annual Meeting of Stockholders (engagement signal).
- Board has no Lead Independent Director (board leadership check).
- Interlock via TAPS with CEO John B. Wood serving on TAPS board; no related‑party transactions disclosed, but monitor for influence or informational asymmetry.
- Related‑party transactions: Proxy discloses certain related‑party items (e.g., CEO’s brother and Maluda consulting) but none involving Carroll.