Hutch Robbins
About Hutch Robbins
E. Hutchinson (“Hutch”) Robbins Jr. is Executive Vice President and General Counsel of Telos (TLS) since February 1, 2022; he is 58 years old and has a three-decade legal career focused on complex disputes, business strategy, and risk avoidance. He holds a J.D. (with honors) from Duke University and a B.A. (with honors) from Trinity College, and previously led the Commercial and Business Litigation Practice Group at Miles & Stockbridge (2006–2016) . Company performance during his tenure: revenues declined from $216.9M (FY2022) to $108.3M (FY2024) , and EBITDA remained negative at -$48.7M*, -$35.3M*, and -$40.3M* for FY2022–FY2024 respectively*. Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Miles & Stockbridge P.C. | Associate and Principal; Practice Group Leader (Commercial & Business Litigation) | 1993–2022; led group 2006–2016 | Resolved hundreds of complex disputes; advised on business strategy, contract terms, and risk avoidance |
| Telos (TLS) | Executive Vice President, General Counsel | Feb 2022–present | Senior legal leadership for corporate, commercial, and risk matters |
External Roles
| Organization | Role | Years |
|---|---|---|
| Maryland Volunteer Lawyers Service | Advisory Board Member | Not specified |
| Baltimore Center Stage | Trustee | Not specified |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 336,875 | 385,000 | 385,000 |
| Target Bonus (% of Salary) | 75% (NEOs policy) | 75% (NEOs policy) | ~49% (Exec VP NEOs) |
| Non-Equity Incentive Plan Compensation ($) | — | 577,500 | 94,863 |
| All Other Compensation ($) | 28,370 | 31,680 | 49,212 |
| Total Compensation ($) | 4,597,659 | 994,180 | 5,409,626 |
Performance Compensation
Annual Incentive Plan (AIP) – 2023 Structure and Outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual | Outcome |
|---|---|---|---|---|---|---|
| Revenue ($M) | 25% | <120 | 132.5 | ≥145 | 145.4 | Above max |
| Adjusted EBITDA ($M) | 25% | <(22) | (17) | ≥(12) | (5.4) | Above max |
| Bookings ($M) | 50% | <95 | 127.5 | ≥160 | 155.4 + 2 vehicles | Near max |
| AIP Payout to Robbins ($) | — | — | — | — | — | 577,500 |
Annual Incentive Plan (AIP) – 2024 Components and Pay
| Criterion | Target / Performance Level | Actual | Payout to Robbins ($) |
|---|---|---|---|
| Revenue | $135M (target) / $150M (max) | $108.272M | 0 |
| Expansion of TSA PreCheck sites | 125 open sites in 2024 | Achieved Sept 20, 2024 | 63,000 |
| DMDC subcontract finalization | Contract award protest resolved; subcontract executed | Achieved Sept 25, 2024 | 32,000 |
| Total AIP paid (2024) | — | — | 94,863 |
Equity Awards – RSUs (Time-Based)
| Grant Date | RSUs Vesting May 2025 | RSUs Vesting May 2026 | Total RSUs |
|---|---|---|---|
| May 16, 2024 | 121,660 | 121,661 | 243,321 |
| Feb 1, 2022 | — | — | 128,315 (grant units) |
| Mar 21, 2022 | — | — | 274,563 (grant units) |
Stock vested:
- 2023: 162,560 shares vested; value realized $723,814
- 2024: 42,771 shares vested; value realized $168,518
Equity Awards – PSUs (Performance-Based)
Stock Price LTIs (Grant #3, price sustained for 50 consecutive days by 1/1/2027):
| Performance Level | PSUs Vesting for Robbins (units) |
|---|---|
| $6 TLS share price | 136,230 |
| $8 TLS share price | 136,230 |
| $10 TLS share price | 204,345 |
| $12 TLS share price | 272,460 |
| Total maximum possible vest | 749,265 |
Amended FCF PSUs (Grant #2; revenue component eliminated due to accounting treatment change):
| 2025 Free Cash Flow Level | PSUs Vesting for Robbins (units) |
|---|---|
| FCF > $0 | 67,596 |
| FCF ≥ $2,000,000 | 135,193 |
| FCF ≥ $6,000,000 | 202,789 |
| FCF ≥ $12,000,000 | 270,386 |
Equity Ownership & Alignment
| As of 12/31/2024 | Unvested RSUs (units) | Unearned PSUs (units) | Notes |
|---|---|---|---|
| Hutch Robbins | 286,094 | 235,919 | 42,773 RSUs vested on 2/1/2025; 121,660 scheduled to vest on 5/16/2025; remaining RSUs vest 5/16/2026 |
Insider Trading Policy and Stock Ownership Guidelines: TLS discloses an insider trading policy filed as Exhibit 19.1 to its FY2024 10-K; specific hedging/pledging prohibitions or ownership multiples for executives are not detailed in the proxy excerpts provided .
Employment Terms
Employment Agreement Summary (Robbins)
| Provision | Term |
|---|---|
| Base severance on termination without cause/death/disability | 12 months’ salary continuation |
| Equity vesting on termination without cause/death/disability | Immediate vesting of unvested stock options and restricted shares |
| Benefits continuation | Cash equivalent of premiums for medical/dental/STD/LTD/life for 12 months |
| 401(k) match | Cash equivalent of employer match for 12 months |
| Voluntary termination/for cause | Lump-sum unpaid salary to termination date; accrued PTO; earned but unpaid bonus; vested benefits |
Potential Payments on Termination or Change in Control
As of 12/31/2024 (latest completed fiscal year):
| Scenario | Salary Continuation ($) | Bonus to be Earned ($) | Accrued Vacation ($) | Benefits ($) | 401(k) Match ($) | Total ($) | Restricted Shares That Would Vest (units) |
|---|---|---|---|---|---|---|---|
| Termination without cause | 385,000 | — | 41,832 | 20,645 | 13,800 | 461,276 | 1,450,165 |
| Death/disability | 385,000 | — | 41,832 | 20,645 | 13,800 | 461,276 | 1,450,165 |
| After change in control | 385,000 | 224,121 | 41,832 | 20,645 | 13,800 | 685,397 | 1,450,165 |
| For cause / Voluntary | — | — | 41,832 | — | — | 41,832 | — |
As of 12/31/2023 (prior year):
| Scenario | Salary Continuation ($) | Bonus to be Earned ($) | Accrued Vacation ($) | Benefits ($) | 401(k) Match ($) | Total ($) | Restricted Shares That Would Vest (units) |
|---|---|---|---|---|---|---|---|
| Termination without cause | 385,000 | — | 36,186 | 18,046 | 13,200 | 452,432 | 85,544 |
| Death/disability | 385,000 | — | 36,186 | 18,046 | 13,200 | 452,432 | 85,544 |
| After change in control | 385,000 | 866,250 | 36,186 | 18,046 | 13,200 | 1,318,682 | 85,544 |
| For cause / Voluntary | — | — | 36,186 | — | — | 36,186 | — |
Compensation Structure Analysis
- Equity mix and retentive design: No equity grants in 2023; sizable RSU and PSU grants resumed in 2024 with two-year time-based RSU vesting and multi-year PSUs tied to FCF and stock price, supporting retention and alignment through 2026–2027 .
- AIP calibration shifts: 2023 AIP set aggressive yet achievable thresholds; full payouts were earned given outperformance versus targets. In 2024, target bonus percentages for Executive VPs were reduced (~49% of salary), and AIP focused on strategic milestones (PreCheck sites, DMDC subcontract) with revenue below target, reducing cash payouts .
- Grant amendments: 2024 PSUs (Grant #2) were amended to remove revenue performance due to accounting treatment changes; the committee preserved the economic intent by keeping FCF metrics intact—this is a structural modification but not a repricing or increase of share counts .
Risk Indicators & Vesting/Selling Pressure
- Near-term vesting: Robbins has 121,660 RSUs scheduled to vest on May 16, 2025 and the remainder on May 16, 2026; an additional 42,773 RSUs vested on Feb 1, 2025. These events may create periodic selling pressure if shares are sold to cover taxes or liquidity needs .
- PSU hurdles: Large potential PSU vesting tied to sustained stock price ($6–$12 for 50 consecutive days by 2027) and 2025 FCF levels increases alignment but introduces execution risk and dependence on market performance .
Say-on-Pay & Committee Governance
- Compensation Committee members: Fredrick D. Schaufeld (Chair), David Borland, Bonnie Carroll, Derrick D. Dockery, Brad Jacobs .
- Stockholder engagement: The committee reports responsiveness to stockholder feedback and includes CD&A review in the proxy .
Expertise & Qualifications
- Education: Duke University (J.D., with honors); Trinity College (B.A., with honors) .
- Technical/legal expertise: Complex dispute resolution, negotiation, ADR, litigation, business strategy, risk avoidance .
Work History & Career Trajectory
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Miles & Stockbridge P.C. | Associate/Principal; Practice Group Leader | 1993–2022 | Led Commercial & Business Litigation (2006–2016) |
| Telos | EVP & General Counsel | 2022–present | Appointed Feb 1, 2022 via Item 5.02 disclosure |
Investment Implications
- Alignment and retention: 2024 RSU grants with two-year vesting and multi-year PSUs align Robbins with medium- and long-term value creation and improve retention after a no-grant 2023 year .
- Cash incentive sensitivity: 2024 AIP paid on strategic milestones but not on revenue, highlighting emphasis on operational execution amid top-line pressure; reduced target bonus % dampens cash incentives vs. prior year .
- Execution risk and catalysts: Achieved DMDC subcontract and accelerated TSA PreCheck site rollout are positive operational signals; PSU vesting hinges on 2025 FCF and sustained stock price thresholds, creating clear performance gates for equity realization .
- Near-term supply: Scheduled RSU vesting in 2025 and 2026 presents potential share supply from tax withholding or sales; monitor Form 4 filings around vest dates for selling pressure indicators .
Company Performance Reference (for context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 216,887,000 | 145,378,000 | 108,272,000 |
| EBITDA ($) | -48,744,000* | -35,349,000* | -40,260,000* |
- Values retrieved from S&P Global.