DJ Terreri
About DJ Terreri
DJ Terreri, age 43, is Telos Corporation’s Controller and Chief Accounting Officer (principal accounting officer) appointed July 8, 2025, after joining on June 30, 2025; he reports to CFO Mark Bendza and receives an annual base salary of $285,000 with eligibility for the annual bonus program and the equity compensation plan . He holds a B.S. in Accounting & Information Systems from Virginia Tech and is a Certified Public Accountant in Virginia . Telos’ executive pay is explicitly linked to company performance with the most important measures identified as Total Revenue, Adjusted EBITDA, and Stock Price in the pay-versus-performance framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CBRE Government & Defense (acquirer of J&J Worldwide) | Regional Finance Director | Jul 2024 – Jun 2025 | Post-acquisition finance leadership for government & defense portfolio |
| J&J Worldwide Services | Corporate Controller | Oct 2022 – Jul 2024 | Led corporate controllership through acquisition by CBRE |
| ICF International (NASDAQ: ICFI) | Assistant Controller; then VP, Corporate Controller & Principal Accounting Officer | Feb 2019 – Oct 2022 | Elevated to PAO; scaled public-company controllership |
| Privia Health | Controller | Feb 2018 – Feb 2019 | Built controllership processes pre/post growth phase |
| Discovery Communications | Manager/Senior Manager Corporate Accounting; Director Corporate & Treasury Accounting | Dec 2011 – Feb 2018 | Advanced corporate and treasury accounting leadership |
| Public Accounting | Various roles | >5 years | Foundational audit/accounting experience |
External Roles
No public company directorships or external board roles disclosed for DJ Terreri .
Fixed Compensation
| Component | 2025 | Notes |
|---|---|---|
| Base Salary | $285,000 | Disclosed in Item 5.02 appointment 8-K |
| Target Bonus % | Not disclosed | Eligible to participate in annual bonus program |
| Actual Bonus Paid | Not disclosed | No payout disclosed to date |
| Benefits | Standard company benefits | Per 8-K |
| Equity Eligibility | Eligible for equity compensation plan | Award details not disclosed |
Performance Compensation
| Plan/Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive Plan (AIP) – 2024 program design applicable to executives | Total Revenue (Company) | Largest AIP pool allocation | $135,000,000 (2024) | Not disclosed | Not disclosed | N/A |
| Annual Incentive Plan (AIP) – 2024 | Finalization of DMDC subcontract | Smallest AIP pool allocation | Contract execution in 2024 | Not disclosed | Not disclosed | N/A |
| Annual Incentive Plan (AIP) – 2024 | TSA PreCheck enrollment sites | Mid-sized AIP pool | 125 locations (2024) | Not disclosed | Not disclosed | N/A |
| Long-Term Incentive (PSUs) – 2024 | TSA PreCheck expansion | N/A | 250/350/500 sites by 1/1/2027 | Not disclosed | Not disclosed | Vests upon milestones |
| Long-Term Incentive (PSUs) – 2024 | 2025 Free Cash Flow | N/A | Positive FCF; levels at $2M/$6M/$12M | Not disclosed | Not disclosed | Vests upon FCF targets |
| Long-Term Incentive (PSUs – Market) – 2024 | Stock Price | N/A | $6/$8/$10/$12 sustained for 50 consecutive days by 1/1/2027 | Not disclosed | Not disclosed | Vests on sustained price; Monte Carlo valued |
| Time-Based RSUs (non-CEO NEOs) – 2024 | Service-based vesting | N/A | Grant 5/16/2024 | — | — | 50% vests May 2025; 50% vests May 2026 |
- Notes:
- AIP pools were sized by importance/rigor: revenue largest, DMDC smallest, PreCheck mid-sized .
- PSUs with market conditions were valued with Monte Carlo; fair value $2.62–$3.75; expected volatility 83.9%; risk-free 4.7%; derived service periods 0.63–1.31 years .
- DJ Terreri is eligible for these programs; specific award counts/values for him are not disclosed .
Equity Ownership & Alignment
| Date/Source | Shares Owned (Direct/Indirect) | Ownership % of Shares Outstanding | Vested vs Unvested | Options (Exercisable/Unexercisable) | Pledged | Notes |
|---|---|---|---|---|---|---|
| Form 3 filed 7/9/2025 (event date 7/8/2025) | 0 | 0.00% (74,870,155 shares outstanding as of 3/17/2025) | N/A | None disclosed | None disclosed | Initial statement shows no beneficial ownership |
| Policy framework | — | — | — | — | Hedging prohibited | Insider Trading Policy prohibits hedging/monetization by insiders |
| Clawback | — | — | — | — | — | Board-adopted clawback for incentive comp on restatements (3 fiscal years lookback) |
| Code of Ethics | — | — | — | — | — | Code of Ethics applies to CEO, CFO, and Controller |
Employment Terms
| Term | Detail |
|---|---|
| Appointment & Role | Joined 6/30/2025; appointed Principal Accounting Officer 7/8/2025; Controller & Chief Accounting Officer |
| Reporting Line | Reports to EVP & CFO Mark Bendza |
| Compensation | $285,000 base; standard benefits; eligible for annual bonus and equity plan |
| Agreements | No bespoke employment agreement terms (severance/CIC) disclosed for Terreri; NEO agreements are described separately and include salary+benefits multiples and accelerated vesting for certain NEOs (not Terreri) |
| Non-Compete | Non-compete disclosures in proxy cover certain NEOs (Wood, Bendza, Robbins, Cooke, Griffin); Terreri not listed |
| Policies | Clawback policy (adopted 11/7/2022) ; Insider Trading Policy; hedging prohibited ; Code of Ethics applies to Controller |
Governance & Shareholder Feedback (Context)
| Item | Detail |
|---|---|
| Say-on-Pay (2023) | Failed with 71.4% votes against; Board conducted outreach and redesigned 2024 pay with heavier performance-based mix |
| Say-on-Pay (2024) | Passed with 95.4% votes in favor, reflecting changes to pay-for-performance |
| LTIP Share Pool | Additional 8.5M shares authorized in May 2024; additional 4.9M shares approved May 8, 2025 |
| Equity Overhang Snapshot | As of 3/17/2025: 12.39M RSUs unvested; 287k options outstanding; 74.87M shares outstanding |
Investment Implications
- Alignment: Terreri’s compensation is primarily fixed at $285k with eligibility for variable AIP/LTI tied to revenue, FCF, PreCheck expansion, and sustained stock price—consistent with Telos’ strengthened pay-for-performance framework post-2023 .
- Retention & Selling Pressure: Initial Form 3 shows zero holdings at appointment, reducing near-term selling pressure; monitor Form 4s for RSU/PSU grants and any tax-withholding dispositions as equity begins to vest .
- Risk & Policies: Strong governance levers—clawback, insider trading/hedging prohibitions, and Code of Ethics covering the Controller—mitigate misalignment and restatement risk; pledging restrictions are not specifically disclosed, so treat as an information gap .
- Shareholder Support: The compensation program regained investor support in 2024 (95.4% approval), suggesting lower external compensation risk; continued adherence to performance metrics and transparency will be key as Terreri’s tenure progresses .