Donna Hill
About Donna Hill
Donna K. Hill, age 52, is Vice President of Human Resources at Telos (TLS). She joined Telos in February 2021 as Director of HR and was promoted to VP in February 2022; she leads talent acquisition, engagement, performance management, and compensation/benefits, with 20+ years in HR at Gannett and AOL . Company performance during her tenure shows declining revenue and persistent losses (see table), and TSR value of a fixed $100 investment fell from 90.71 in 2021 to 20.12 in 2024, indicating significant equity underperformance .
| Metric ($USD) | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues | $242,433,000 | $216,887,000 | $145,378,000 | $108,272,000 |
| EBITDA | -$37,440,000* | -$48,744,000* | -$35,349,000* | -$40,260,000* |
| Net Income | -$43,134,000 | -$53,428,000 | -$34,422,000 | -$52,520,000 |
Values retrieved from S&P Global.*
| TSR – Value of $100 Investment | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Total Shareholder Return | 90.71 | 29.94 | 21.47 | 20.12 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gannett | Human Resources positions | Not disclosed | Led HR functions supporting talent and performance management |
| AOL | Human Resources positions | Not disclosed | Supported recruiting and HR management across business units |
External Roles
No external board or similar roles for Ms. Hill are disclosed in the latest proxy .
Fixed Compensation
Specific base salary, target bonus, and paid bonus amounts for Donna Hill are not disclosed; the Summary Compensation Table covers NEOs (CEO, CFO, EVPs, CIO) but does not include Ms. Hill .
Performance Compensation
The company-wide Annual Incentive Plan (AIP) and Long-Term Incentive (LTI) structure apply to executive officers. While Ms. Hill’s individual awards are not disclosed, the 2024 program mechanics and metrics are below.
2024 AIP – Metrics and Outcomes
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Company Revenue | Not disclosed | $135,000,000 (target); straight-line to $150,000,000 (stretch) | $108,272,000 | $0 for revenue component | Paid in cash at year-end based on performance |
| Finalize DMDC Subcontract | Not disclosed | Execute subcontract post-GAO protest withdrawal | Achieved; effective 9/25/2024 | Paid upon achievement (e.g., CEO $66k; CFO $34k; EVPs $32k; CIO $10k) | Paid upon achievement as determined by Committee |
| TSA PreCheck Expansion | Not disclosed | 125 operational enrollment sites in 2024 | Achieved; effective 9/20/2024 | Paid upon achievement (e.g., CEO $131k; CFO $67k; EVPs ~$63–65k; CIO $20k) | Paid upon achievement as determined by Committee |
Total AIP paid in cash to NEOs for 2024: CEO $197,118; CFO $101,023; EVPs ~$95–97k; CIO $29,568 .
2024–2026 LTI – Performance Grants (PSUs) and Time-Based RSUs
| LTI Grant | Metric | Performance Levels | Vesting Mechanics | Notes |
|---|---|---|---|---|
| PSU #1 (PreCheck sites) | Expansion of enrollment locations | 250, 350, 500 sites prior to 1/1/2027 | Tranches vest at achievement of each level; settle in common stock | Designed to extend 2024 AIP incentives into longer-term execution |
| PSU #2 (2025 FCF) | 2025 Company Free Cash Flow (amended) | FCF > $0; ≥$2M; ≥$6M; ≥$12M | Vest based on 2025 FCF reported in 2025 10-K; straight-line interpolation between levels | Revenue component was removed due to accounting mix changes; PSU counts unchanged |
| PSU #3 (Stock price) | TLS price sustained | $6, $8, $10, $12 for ≥50 consecutive days prior to 1/1/2027 | Tranches vest upon sustained stock price performance levels | Emphasizes shareholder value alignment via price hurdles |
| Time-based RSUs | Service-based retention | Two tranches | 50% vest ~May 2025; 50% ~May 2026 for eligible executives (e.g., CFO 217,335 each tranche) | CEO did not receive time-based RSUs in 2024 |
Equity Ownership & Alignment
- Beneficial ownership: Ms. Hill is not individually listed in the Security Ownership table (NEOs/directors only); no personal share count disclosed .
- Long-Term Incentive Plan (2016 LTIP): Enables stock options, RSUs, PSUs, with time- and performance-based structures; includes clawback provisions under company policy .
- Clawback policy: Adopted Nov 7, 2022; applies to incentive compensation of current/former executive officers in case of restatement-driven overpayment within prior three fiscal years; no clawback disclosures in 2024 .
- Hedging: Insiders (including directors and NEOs) are prohibited from hedging/monetization transactions in company securities under the Insider Trading Policy .
- Pledging: No explicit pledging policy disclosure found; not disclosed .
- Stock ownership guidelines: Specific executive guideline multiples and compliance status are not disclosed .
Employment Terms
| Provision | Donna Hill | Company/NEO Precedent |
|---|---|---|
| Employment agreement | Not disclosed for Ms. Hill | NEO agreements provide base salary, bonus eligibility, equity awards, benefits |
| Severance (no cause, disability, death) | Not disclosed | Monthly base salary for 24 months (CEO), 18 months (EVP Griffin), 12 months (CFO/EVP/VP), immediate vesting of unvested equity, cash equivalents for benefits and 401(k) match for respective durations |
| Change-in-control economics | Not disclosed | Multiples: CEO 24 months salary + 2x avg bonus; CFO/EVPs/VP 12 months salary + 1x avg bonus; EVP Griffin 18 months salary; accelerated vesting; benefit and 401(k) cash equivalents per durations |
| Non-compete/non-solicit | Not disclosed | Post-termination: CEO 24 months; EVP Griffin 18 months; CFO/EVP/VP 12 months |
| Clawback | Policy applies to executive officers | Applies to incentive compensation |
Performance & Track Record
- Pay-for-performance overhaul: After failed 2023 say-on-pay, Telos increased emphasis on rigorous performance metrics in 2024 across AIP and LTI, focusing on revenue, FCF, PreCheck expansion, and sustained stock price levels .
- Say-on-pay outcomes: 2024 approval was 95.4%; 2025 say-on-pay passed with majority support per meeting results .
- Liquidity and capital posture: As of 6/30/2025 the company had ~$57M cash, no debt, and expected positive cash flow for 2025 per Reg FD disclosure (capital raise not planned) .
Investment Implications
- Alignment: Company-wide incentives tightly link payouts to revenue generation (AIP), 2025 FCF, PreCheck expansion, and sustained stock price levels—indicative of stronger pay-for-performance culture that likely includes HR leadership alignment, though Ms. Hill’s specific targets/awards are not disclosed .
- Retention and pressure: Time-based RSUs for executives vest in May 2025/2026 and performance PSUs can vest through 2026–2027 upon milestones—creating periodic vesting windows; lack of disclosed personal holdings for Ms. Hill leaves insider selling pressure unassessable from filings .
- Governance risk mitigants: Clawback and hedging prohibitions reduce adverse incentive behaviors; non-compete/non-solicit and CoC terms for NEOs signal structured retention economics, but Ms. Hill’s employment terms are undisclosed, increasing information risk for HR leadership retention analysis .
- Execution risk: Despite incentive realignment, fundamentals remain challenged—revenues declined FY21→FY24 and net losses persisted; TSR deteriorated markedly, increasing the bar for equity- and price-based PSU vesting and emphasizing the importance of operational execution (e.g., PreCheck rollout, DMDC program delivery, 2025 FCF) .