John Maluda
About John W. Maluda
Maj. Gen. (Ret.) John W. Maluda, age 71, has served on the Telos (TLS) Board since October 2009. He is a retired U.S. Air Force Major General who led cyberspace transformation and strategy and served as CIO in the Office of the Secretary of the Air Force; he holds a B.S. in Electrical Engineering (Auburn), an M.S. in Systems Management (USC), and a Master’s Director Certification from the American College of Corporate Directors . The Board determined that Gen. Maluda is not independent under NASDAQ standards (only CEO John B. Wood and Gen. Maluda are not independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Air Force | Director of Cyberspace Transformation & Strategy; Chief Information Officer (Office of the Secretary of the Air Force) | Retired Sep 2009; >34 years active duty | Shaped doctrine, strategy, and policy for communications and information activities; functional advocate for ~30,000 personnel . |
| U.S. Air Force | Vice Commander, 8th Air Force (Barksdale AFB) | Prior to CIO role | Senior leadership of major command operations . |
| U.S. Air Force (HQ/Commands) | Staff roles at HQ USAF; Air Combat Command; USAFE; AFSOC; U.S. Space Command; White House Communications Agency | Various | Broad leadership across multiple commands and the White House Communications Agency . |
External Roles
- Notable credential: Master’s Director Certification, American College of Corporate Directors .
- No other public-company directorships are mentioned in Telos’ director biography for Gen. Maluda in the 2024–2025 proxies .
Board Governance
- Director since: 2009; Current committee assignments: None (not a member of Audit, Compensation, or Nominating & Corporate Governance) .
- Independence: Not independent under NASDAQ standards (Board determined all nominees except CEO John B. Wood and Gen. Maluda are independent) .
- Attendance and engagement: In FY2024, the Board met 5 times; each director attended at least 75% of aggregate Board and committee meetings; all directors except Ms. Carroll attended the 2024 annual meeting (implies Maluda attended) .
- Risk oversight context: Audit Committee oversees cybersecurity and information security risk; Board notes two directors with cybersecurity-related work experience (Maluda is cited as having cybersecurity expertise) .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Cash (board fees) | $108,500 (includes amounts under a consulting agreement) | $47,500 |
| Committee fees | Structure for 2023 included $35,000 base retainer + $5,000 per committee; chairs received incremental NSOs (Maluda not listed as chair) | Not separately itemized; totals disclosed |
The 2023 consulting agreement (via JK Maluda LLC) expired Dec 31, 2023; see Related Party/Conflicts section below .
Performance Compensation
| Award Year | Instrument | Grant Date | Quantity | Grant-Date Fair Value | Vesting | Strike | Expiration |
|---|---|---|---|---|---|---|---|
| 2023 | RSUs | May 8, 2023 | 55,555 | $100,000 | Vested after one year on May 8, 2024 | — | — |
| 2023 | Non-Qualified Stock Options | May 8, 2023 | 50,000 | $90,000 | Vested May 8, 2024 | $1.80 | 10 years from grant (May 8, 2033) |
| 2024 | RSUs | May 21, 2024 | 40,323 | $150,000 | Vest May 21, 2026; accelerate upon change of control | — | — |
- Notes: 2024 proxy discloses that as of Dec 31, 2024, Gen. Maluda also held options to acquire 50,000 shares (these correspond to the 2023 grant) . No director performance metrics (TSR/revenue/EBITDA) are tied to these director equity awards; they are time-based vesting instruments .
Other Directorships & Interlocks
- No current public-company board roles or committee interlocks are disclosed for Gen. Maluda in Telos’ proxy materials; his biography focuses on USAF service and credentials .
Expertise & Qualifications
- Cybersecurity and information operations leadership; former USAF CIO for the Secretary of the Air Force .
- Technical and systems management education (EE; Systems Management) and recognized director education credential .
- Board-level cybersecurity oversight aligns with company risk profile (Audit Committee receives CISO briefings each meeting) .
Equity Ownership
| Date (Record) | Shares Beneficially Owned | % of Class | Breakdown/Notes |
|---|---|---|---|
| Mar 28, 2024 | 135,461 | 0.3% | Includes 55,555 unvested RSUs, 441 shares held jointly with spouse, and 50,000 unexercised options . |
| Mar 17, 2025 | 185,461 | 0.3% | Total beneficial ownership as disclosed; options to acquire 50,000 shares noted separately in 2024 compensation footnotes . |
- Pledging/hedging: No pledging or hedging by Gen. Maluda is disclosed in the proxy materials reviewed.
- Ownership guidelines: Director ownership guidelines are not specifically disclosed in the cited sections; the company emphasizes equity alignment and maintains a clawback policy at the executive level .
Related Party Transactions & Potential Conflicts
- Consulting Agreement (expired): Through JK Maluda LLC, Gen. Maluda provided consulting services in 2023. Compensation included:
- Jan 1–Jun 30, 2023: RSU grant valued at $87,500 (16,849 RSUs); 8,430 vested Mar 8, 2023 and 8,429 vested May 18, 2023.
- Jul 1–Dec 31, 2023: $7,500 monthly retainer; $21,000 for seven events ($3,000/event); $25,000 bonus for facilitating a specific contract renewal/extension.
- Agreement expired Dec 31, 2023 .
- Independence impact: The Board explicitly determined Gen. Maluda is not independent under NASDAQ standards (only he and the CEO are non-independent) .
- Related-person transactions policy: Audit Committee reviews and approves related-person transactions over $120,000; policy last amended May 14, 2021 .
Governance Assessment
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Strengths:
- Deep cyber/IT risk oversight experience aligns with Telos’ security-focused business and the Board’s cybersecurity risk framework .
- Consistent meeting attendance (≥75% for FY2024 Board and committees) supports baseline engagement .
- Equity-heavy director pay (annual RSUs; 2023 one-year RSUs + options; 2024 two-year RSUs) promotes alignment with shareholders .
-
Concerns / RED FLAGS:
- NOT INDEPENDENT: The Board lists Gen. Maluda as non-independent; this limits best-practice governance optics, particularly given his long tenure since 2009 .
- RELATED-PARTY TIES: 2023 consulting arrangement (cash, bonus, and equity) creates potential perceived conflicts; although expired, it likely influenced independence status and should be considered in governance risk assessment .
- NO COMMITTEE ASSIGNMENTS: He currently serves on no standing committees, which may reduce direct oversight influence relative to other directors (e.g., audit/cyber oversight occurs through the Audit Committee) .
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Signals for investors:
- Equity alignment is present through RSUs/options; however, the independence classification and prior related-party engagement warrant monitoring, especially around committee placements, future consulting or advisory roles, and any changes in equity or cash compensation practices .
- The company’s compensation governance (independent consultant change to Zayla in Sep 2024; no consultant conflicts; clawback policy) is constructive at the enterprise level, but these do not negate the independence concern specific to Gen. Maluda .
Director Compensation Detail (Reference)
| Year | Cash Compensation | Stock Awards (RSUs) | Option Awards | Total |
|---|---|---|---|---|
| 2023 | $108,500 (includes consulting-related amounts) | $100,000 (55,555 RSUs; granted May 8, 2023) | $90,000 (50,000 options; $1.80 strike; vest 5/8/2024; 10-yr term) | $298,000 |
| 2024 | $47,500 | $150,000 (40,323 RSUs; granted May 21, 2024; vest 5/21/2026; CoC acceleration) | — | $197,500 |
Company-level practices: Board met 5x; Audit met 4x; Compensation met 7x in 2024. Compensation consultant changed from Lockton to Zayla in Sep 2024; no consultant conflicts found . Clawback policy maintained; no option repricing; no golden parachute tax gross-ups stated in the “What we do/Don’t do” list .