Fredrick Schaufeld
About Fredrick D. Schaufeld
Fredrick D. Schaufeld is an independent director of Telos Corporation, serving since November 2020; age 65. He chairs the Management Development and Compensation Committee and serves on the Audit Committee. He is Co‑founder and Managing Director of SWaN & Legend Venture Partners (since 2006), previously founded and led NEW Corp., acquired by Asurion in 2008; he holds a Bachelor’s degree in Government from Lehigh University and has extensive finance and business experience with multiple private-company boards and civic organizations, positioning him as a valuable board member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SWaN & Legend Venture Partners | Co‑founder & Managing Director | Since 2006 | Venture investor; business and finance expertise brought to TLS board |
| NEW Corp. (acquired by Asurion) | Founder & Leader | Through acquisition in 2008 | Entrepreneurial operating experience; scaling and exit execution |
| Telos Corporation | Independent Director | Since Nov 2020 | Chair, Compensation; Member, Audit |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Monumental Sports & Entertainment | Partner | Current | Ownership group of Capitals (NHL), Wizards (NBA), Mystics (WNBA), Capital City Go‑Go, and Capital One Arena |
| Washington Nationals (MLB) | Partner | Current | Professional sports team partner |
| Team Liquid (e‑Sports) | Partner | Current | e‑Sports organization partner |
| Professional Fighters League (PFL) | Partner | Current | Combat sports league partner |
| Hill Top House Hotel (Harpers Ferry) | Partner | Current | Hospitality investment |
| American Bike Ride (DC Bike Ride) | Owner | Current | Event/consumer business ownership |
| Several private companies | Board member | Current | Multiple unnamed private-company directorships |
| Wolf Trap Foundation and other charities | Board member | Current | Charitable boards and civic memberships (Horatio Alger Association, Economic Club of Washington, YPO, etc.) |
Board Governance
- Committee assignments: Chair, Management Development and Compensation Committee; Member, Audit Committee; not a member of Nominating and Corporate Governance Committee .
- Independence: Board determined Schaufeld is independent under NASDAQ standards; independent directors comprise a majority of the board (excluding CEO John B. Wood and Gen. Maluda) .
- Attendance: In FY2024, the board met five times; each director attended at least 75% of aggregate board and committee meetings. All directors except Ms. Carroll attended the in‑person 2024 Annual Meeting, implying Schaufeld attended .
- Committee activity: Audit Committee (Jacobs chair; Carroll, Schaufeld members) met four times in 2024. Compensation Committee (Schaufeld chair; Borland, Carroll, Dockery, Jacobs) met seven times; Jacobs joined March 25, 2024. Nominating Committee (Borland chair; Carroll, Dockery) met twice and oversees ESG since 2022 .
- Compensation consultant oversight: Committee terminated Lockton and engaged Zayla Partners in Sep 2024; committee determined no conflicts of interest .
- Risk oversight: Audit Committee oversees financial, compliance, and cybersecurity risk; CISO reports each regular meeting; chair reports to board; board notes two directors with cybersecurity experience .
- Leadership structure: CEO is also Chairman; the board has not appointed a lead independent director .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash compensation | $67,500 | As reported for 2024 director compensation |
| Annual cash retainer (policy) | $40,000 | Paid quarterly |
| Committee membership fee (policy) | $5,000 per committee | Paid quarterly; Schaufeld serves on Audit and Compensation |
| Committee chair fee (policy) | $10,000 per chair | Paid quarterly; Schaufeld chairs Compensation |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant‑date Fair Value | Vesting | Change‑of‑Control Treatment |
|---|---|---|---|---|---|
| RSUs (Director LTI) | May 21, 2024 | 40,323 | $150,000 | Cliff vest on May 21, 2026 if director remains on board | RSUs vest earlier upon change of control of the Company |
- No director meeting fees or perquisites; company made no charitable donations under directors’ names in 2024 .
- The director LTI grant is time‑vesting; no performance metrics were disclosed for director equity awards .
Other Directorships & Interlocks
| Company | Public Company Board? | Shared Interlocks with TLS Competitors/Customers | Notes |
|---|---|---|---|
| Various private companies | No disclosure of public co boards | None disclosed | Serves on several private-company boards; no public interlocks disclosed |
- Related‑party transactions: Proxy discloses related transactions involving Emmett Wood and Gen. Maluda; no related transactions involving Schaufeld were disclosed .
Expertise & Qualifications
- Education: Bachelor’s degree in Government, Lehigh University .
- Entrepreneurial/operating: Founder of NEW Corp. (sold to Asurion, 2008) .
- Investment/finance: Co‑founder and MD at SWaN & Legend; broad finance/business experience .
- Civic/recognition: Ernst & Young Entrepreneur of the Year; memberships in Horatio Alger Association, Economic Club of Washington, YPO; charitable board service .
Equity Ownership
| Holder/Vehicle | Shares | Status/Type | As‑of Date | Percent of Class |
|---|---|---|---|---|
| Total beneficial ownership (Schaufeld) | 2,428,749 | Beneficially owned | Mar 17, 2025 | 3.2% |
| Vested shares | 149,297 | Direct | Mar 17, 2025 | — |
| Trust for benefit of Mr. Schaufeld | 1,594,147 | Trust holdings | Mar 17, 2025 | — |
| FDS New River Farm 2017 Irrevocable Trust | 250,000 | Settlor | Mar 17, 2025 | — |
| River Farm Investments LLC (self‑directed IRA vehicle) | 181,498 | LLC/IRA | Mar 17, 2025 | — |
| Three irrevocable trusts (children) | 253,807 | Settlor | Mar 17, 2025 | — |
- Hedging and pledging: Company policy prohibits hedging by directors; the proxy does not disclose any pledging of company stock by Schaufeld .
- Ownership guidelines: The proxy does not disclose specific director stock ownership guidelines or compliance status for directors .
Governance Assessment
- Strengths: Independent status; chairs the Compensation Committee with active engagement (seven meetings in 2024; consultant switch and conflict‑free determination), and serves on the Audit Committee, supporting oversight of pay practices and financial/cyber risk. Attendance met thresholds; he attended the 2024 Annual Meeting; and his 3.2% beneficial ownership aligns incentives with shareholders .
- Compensation alignment: Director pay mix skews to equity ($150k RSUs vs $67.5k cash), supporting long‑term alignment; RSUs have two‑year cliff vesting and change‑of‑control acceleration, standard for directors .
- Red flags/risks:
- Board leadership: Combined CEO/Chair and no lead independent director—potential governance weakness in oversight rigor .
- Potential dilution: As Compensation Chair, Schaufeld is a key influencer on equity compensation policy; the Board’s 2025 proposal to add 4.9 million shares to the LTIP would bring total available and proposed shares to approximately 24.6% of outstanding at maximum vesting, and ~8.0% available for issuance—investors may view this as dilution risk if issuance is not tightly performance‑linked .
- Related‑party/pledging: No related‑party transactions disclosed for Schaufeld and no pledging disclosed; hedging prohibited—no immediate alignment red flags .
- Overall: Schaufeld’s entrepreneurial and investment background, committee leadership, and meaningful ownership support investor confidence; monitoring equity program scale and board leadership structure remains prudent .