Brad Jacobs
About Brad Jacobs
Brad Jacobs (age 67) is an independent director of Telos Corporation (TLS) since January 19, 2022, serving as Audit Committee Chair and designated “audit committee financial expert.” He is an adjunct professor at Rollins College and a consultant to law firms on DoD/agency bid protests; previously he held senior finance roles at BAE Systems, Inc. and management roles at Lockheed Martin. He holds a B.S. in Finance (honors in Economics) from the University of Maryland and an M.S. in Industrial Administration from Purdue University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BAE Systems, Inc. | Senior Vice President, Finance | Mar 2009–Sep 2014 | Led finance for global defense contractor with ~$12B 2013 sales |
| BAE Systems, Inc. | VP Finance, M&A | Sep 2007–Feb 2009 | Corporate development finance |
| BAE Systems, Inc. | VP Finance, Electronics & Integrated Solutions Operating Group | Nov 2000–Aug 2007 | Operating group finance leadership |
| Lockheed Martin Company | Management roles | Mar 1992–Nov 2000 | Various management roles in major defense contractor |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rollins College | Adjunct Professor | Jan 2015–present | Academic role |
| Tragedy Assistance Program for Survivors (TAPS) | Board Member | Not disclosed | Non-profit governance; note Telos director Bonnie Carroll is TAPS President/Founder (interlock) |
| Jewish Federation for Greater Orlando | Board Member | Not disclosed | Non-profit governance |
Board Governance
- Committees: Audit (Chair) and Management Development & Compensation (member). Jacobs was appointed to the Compensation Committee on March 25, 2024 .
- Independence: Board determined Jacobs is independent under NASDAQ standards .
- Financial expertise: Board determined Jacobs is an “audit committee financial expert” .
- Board/committee activity: Board met 5 times in 2024; Audit met 4; Compensation met 7; Nominating met 2. Each director attended ≥75% of Board/committee meetings .
- Annual Meeting engagement: All directors except Ms. Carroll attended the in-person 2024 Annual Meeting (Jacobs attended) .
- Board leadership: CEO also serves as Chair; no Lead Independent Director (governance caution) .
Fixed Compensation
| Component (2024) | Detail | Amount |
|---|---|---|
| Cash retainer and fees | $40,000 base retainer; $5,000 per committee; +$10,000 per committee chair; paid quarterly | Structure only |
| Cash paid (Jacobs) | Audit Chair (+$10k), two committee assignments → total cash | $65,000 |
| Equity grant (Jacobs) | 40,323 RSUs granted May 21, 2024; vest May 21, 2026 or earlier upon change of control; grant-date value $150,000 | $150,000 |
| Total director compensation (Jacobs, 2024) | Cash + equity | $215,000 |
Performance Compensation
| Element | Metrics | Vesting/Terms |
|---|---|---|
| Director equity (Jacobs) | No performance-based director awards disclosed for 2024; RSUs are time-based with change-of-control acceleration | 40,323 RSUs vest 5/21/2026 or earlier upon CoC |
Other Directorships & Interlocks
| Entity | Role | Public/Private | Interlock note |
|---|---|---|---|
| TAPS | Board Member | Non-profit | Telos director Bonnie Carroll is President/Founder of TAPS |
| Jewish Federation for Greater Orlando | Board Member | Non-profit | None disclosed |
Expertise & Qualifications
- Defense sector finance leader: Senior finance roles at BAE Systems; management roles at Lockheed Martin .
- Audit committee financial expert designation by Telos Board .
- Academic and consulting credentials in procurement/bid protest domain .
- Degrees: B.S. Finance (honors in Economics), University of Maryland; M.S. Industrial Administration, Purdue University .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 170,772 (includes 110,772 vested shares) |
| Options | 60,000 options exercisable within 60 days |
| Unvested RSUs | 40,323 RSUs granted 5/21/2024; vest 5/21/2026 or earlier upon CoC |
| Ownership % of outstanding | 0.2% of 74,870,155 shares outstanding |
| Pledging/Hedging | Company insider trading policy prohibits hedging; no pledging disclosed for Jacobs |
Governance Assessment
- Strengths: Independent director; Audit Chair with SEC “financial expert” status; strong defense finance background; ≥75% attendance and Annual Meeting participation; director pay includes significant equity component (alignment) .
- Potential conflicts: Jacobs consults on DoD/agency bid protests while Telos is a government contractor; Board’s independence determination reviewed relationships and deemed him independent; related-party transactions disclosure lists none for Jacobs (Audit Committee reviews >$120k related-party transactions) .
- Board-level caution: Combined CEO/Chair and no Lead Independent Director may reduce independent oversight (investor governance concern) .
- Shareholder signals: 2024 say-on-pay approval was 95.4%, indicating broad support for revised executive pay design emphasizing performance .
- Equity plan dilution context: 2025 proposal to add 4.9M shares; total equity awards and availability could represent material overhang; however performance-conditioned vesting cited; relevant to overall governance and investor alignment (not director-specific) .
No delinquent Section 16 reports noted for Jacobs; overall, apart from one Form 4 filing issue for another officer, Section 16 compliance was timely .
Director perquisites: None; Company made no charitable donations under directors’ names in 2024, and no director perquisites disclosed for Jacobs beyond the standard structure (director perquisites not provided) .