David Borland
About David Borland
David Borland, age 77, has served as an independent director of Telos Corporation since 2004. He is President of Borland Group, an information technology consulting firm, since January 2004, following a U.S. Army career culminating as Deputy CIO; prior roles include Vice Director of Information Systems for C4 and Director of the Information Systems Selection and Acquisition Agency. He holds a Master’s Degree in Finance from George Washington University and has received the Meritorious Presidential Rank Award (1996, 2003), the Distinguished Presidential Rank Award (2000), and the U.S. Army Decoration for Exceptional Civilian Service (1998, 2003) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army | Deputy Chief Information Officer | Retired by March 2004 (30+ years gov’t service) | Led enterprise IT strategy and governance |
| U.S. Army (DIS/C4) | Vice Director of Information Systems for Command, Control, Communications, and Computers | Not disclosed | Oversaw mission-critical information systems |
| U.S. Army | Director, Information Systems Selection and Acquisition Agency | Not disclosed | Directed major IT procurement and selection processes |
| U.S. Air Force | Service member | 1966–1970 | Early career military service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Borland Group | President | Since Jan 2004 | IT consulting; no related-party transactions disclosed with Telos |
Board Governance
- Committee assignments: Management Development & Compensation Committee member; Nominating & Corporate Governance Committee Chair .
- Independence: Board determined Borland is independent under NASDAQ standards; independent directors constitute a majority of the Board .
- Attendance and engagement: Board held five meetings in FY2024; each director attended at least 75% of aggregate Board and committee meetings. Audit Committee met four times; Compensation Committee seven times; Nominating Committee two times. All directors except Ms. Carroll attended the 2024 Annual Meeting .
- ESG oversight: As Nominating Chair, he oversees ESG strategy; Corporate Governance Guidelines approved March 13, 2024 .
- Structural note: Telos combines Chairman and CEO roles and has no lead independent director (governance consideration) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash retainer and committee/chair fees (quarterly) | $67,500 | 2024 director cash compensation paid; structure revised May 2024 to $40,000 base + $5,000 per committee + $10,000 per committee chair |
| Perquisites | $0 | Directors did not receive perquisites; no charitable donations in their names |
Performance Compensation
| Equity Award | Grant Date | Units/Value | Vesting | Triggers/Notes |
|---|---|---|---|---|
| RSU | May 21, 2024 | 40,323 RSUs; $150,000 fair value | Time-based; vests May 21, 2026 | Vests earlier upon change of control; must remain a director until vest date |
| Stock Options (outstanding) | As of Dec 31, 2024 | 52,000 options (held) | Not disclosed | Legacy options held; company-wide outstanding options have $1.80 weighted-average exercise price; director-specific strike not disclosed |
Director equity grants are time-based; no performance metrics are tied to director compensation in 2024 (performance metrics apply to executives via AIP/LTI) –.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No other public company boards disclosed; no related-party transactions involving Borland reported . |
Expertise & Qualifications
- Finance and IT governance expertise (Master’s in Finance; senior U.S. Army IT leadership) .
- Government procurement and C4 systems leadership; recognized with Presidential Rank Awards and Army Exceptional Civilian Service awards .
- Board leadership: Nominating & Corporate Governance Committee Chair; experience aligning governance policies and ESG oversight .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| David Borland | 238,530 | 0.3% | 91,297 vested shares; 95,233 shares held by a trust for his benefit; options to acquire 52,000 shares exercisable within 60 days . |
- Shares pledged: No pledging disclosed for Borland; Insider Trading Policy prohibits hedging by directors .
Governance Assessment
- Board effectiveness: Borland’s long tenure and chairing of Nominating & Corporate Governance provide continuity and oversight of governance policies and ESG, with documented committee activity in 2024 (two Nominating meetings; Guidelines approved) .
- Independence and engagement: Independent status and documented attendance (≥75%) indicate engagement; participation on Compensation Committee supports oversight of pay practices alongside an independent consultant (Zayla), with no consultant conflicts of interest reported .
- Compensation alignment signals: Director pay mix emphasizes equity alignment (two-year RSUs; no perquisites); company-wide governance enhancements include a clawback policy and hedging prohibitions (executive-focused but signals governance rigor) .
- Investor confidence indicators: 2024 say‑on‑pay passed with 95.4% approval, reflecting shareholder support for revised executive pay-for-performance structures; oversight via committees in which Borland participates is relevant to these outcomes .
- RED FLAGS:
- Combined Chairman/CEO with no lead independent director, which can weaken independent oversight; mitigated by majority independent board and active committees .
- No explicit director stock ownership guidelines disclosed; however, Borland’s ownership and RSU grants provide alignment; no pledging disclosed .
- No related-party transactions involving Borland; related-party items disclosed for other individuals (e.g., Emmett Wood; Maluda consulting) indicate board review via Audit Committee .
Overall, Borland’s governance profile reflects independence, committee leadership, and consistent engagement, with alignment to shareholders via equity grants, and minimal conflict exposure based on disclosures .