John Wood
About John Wood
John B. Wood is Chairman of the Board and Chief Executive Officer of Telos Corporation (TLS). Age 61, he has served as a director since 2000 and CEO since January 2003 after earlier service as President/CEO (1994–2000), Executive Chairman (2000), and Chairman (since 2002). He joined Telos in 1992, previously working on Wall Street at Dean Witter Reynolds, UBS Securities, and a boutique investment bank; he holds a BSBA in finance and computer science from Georgetown and is considered to have cybersecurity expertise . Under his tenure, Telos’ 2024 revenue was $108.3M and net income was −$52.5M; the value of a $100 TLS investment based on TSR stood at $20.12 in 2024 versus $29.94 in 2022 and $90.71 in 2021, highlighting significant drawdowns amid a multi‑year revenue decline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Telos Corporation | Executive VP & COO | 1992–1994 | Operational leadership ahead of CEO appointment |
| Telos Corporation | President & CEO | 1994–2000 | Led company before moving to Executive Chair |
| Telos Corporation | Executive Chairman | 2000 | Oversight of board/strategy |
| Telos Corporation | Chairman | 2002–present | Board leadership; combined CEO/Chair role |
| Telos Corporation | President & CEO | 2003–present | Returned to CEO role; long‑tenured operator |
| Dean Witter Reynolds; UBS Securities; boutique bank | Investment banking roles | Pre‑1992 | Finance/markets experience brought to Telos |
External Roles
| Organization | Role | Years |
|---|---|---|
| Tragedy Assistance Program for Survivors (TAPS) | Board member | Current |
| INOVA Foundation | Board member | Current |
| Wolf Trap Foundation | Board member | Current |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $600,000 | $600,000 | $600,000 |
| Bonus | $10,000 (anniversary) | — | — |
| All Other Compensation | $38,691 | $49,826 | $45,808 |
| Total Compensation | $10,727,344 | $1,249,826 | $18,082,345 |
| 2024 AIP Structure | Target | Maximum | Actual |
|---|---|---|---|
| Annual Incentive Plan (AIP) – Total potential | $394,000 | $526,000 | $197,118 (cash) |
AIP component outcomes for 2024:
- Revenue threshold was not met (actual $108,272,000 vs target ≥$135,000,000), resulting in $0 from this component .
- DMDC subcontract finalization paid $66,000 .
- TSA PreCheck expansion to 125 sites paid $131,000 .
Performance Compensation
| Program | Metric | Target/Level | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 2024 AIP | Company Revenue | ≥$135M (target), ≥$150M (max) | $108.27M | $0 | Cash (2024) |
| 2024 AIP | DMDC subcontract | Finalize subcontract | Achieved 9/25/24 | $66,000 | Cash |
| 2024 AIP | TSA PreCheck sites | 125 sites (by 2024) | Achieved 9/20/24 | $131,000 | Cash |
| 2024 LTI PSU #1 | PreCheck site expansion | 250 / 350 / 500 sites | Ongoing | Up to 516,636 PSUs across levels | Vests upon site milestones prior to 1/1/27 |
| 2024 LTI PSU #2 (amended) | 2025 Free Cash Flow | >$0; ≥$2M; ≥$6M; ≥$12M | 2025 result pending | 241,814; 483,628; 725,442; 967,256 PSUs respectively | Vests after 2025 10‑K, straight-line interpolation between levels |
| 2024 LTI PSU #3 | Stock price (TLS) | ≥$6; ≥$8; ≥$10; ≥$12 for 50 consecutive days | Pending | 660,925; 660,925; 991,388; 1,321,851 PSUs respectively (max 3,635,089) | Vests on achieving each 50‑day threshold before 1/1/27 |
| 2024 LTI – target values (CEO) | Mix | PSU #1: $411,013; PSU #2: $1,090,581; PSU #3: $2,980,772 | — | Total target LTI $4,482,366 | Equity settlement per award terms |
Notes:
- 97% of CEO’s maximum 2024 direct compensation was contingent on objective Company metrics (AIP + LTI), reflecting pay‑for‑performance emphasis after 2023 say‑on‑pay failure .
- LTI PSU #2 revenue gates were removed due to DMDC revenue recognition mix; FCF hurdles retained, with interpolation and alignment to reported FCF in the 2025 Form 10‑K .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership | 5,993,381 shares (8.0% of outstanding) |
| Breakdown | 5,026,925 vested shares; 193,971 shares via Telos Shared Savings Plan; 772,485 via JJJJJV, LLC |
| Shares outstanding (record date) | 74,870,155 |
| Unvested performance awards (as of 12/31/24) | 1,017,547 unearned PSUs; est. payout value $3,480,011 |
| 2024 shares vested | 57,648; value realized $228,863 |
| Hedging policy | Insiders prohibited from hedging/monetization transactions |
| Insider trading policy | Adopted; filed with 2024 10‑K |
Vesting pressure and potential supply:
- Accelerated vesting upon termination without cause, death/disability, or change in control includes immediate vesting of unvested stock awards; potential CEO vesting quantity at 12/31/24 was 5,118,981 shares under these scenarios .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Severance (without cause/death/disability) | 24 months base salary; immediate vesting of unvested equity; 24 months welfare benefit cash equivalent; 24 months 401(k) match cash equivalent; Executive Life Policy premium continuation (24 months) |
| Change-in-control (CIC) | Lump sum: 24 months salary + 2× average annual bonus (current + prior two years); immediate equity vesting; 24 months welfare benefits; 24 months 401(k) match; Executive Life Policy premiums (24 months). CIC definition updated in 2025 Plan amendment |
| Non-compete/Non-solicit | In effect during employment and for 24 months post‑termination |
| Clawback | Adopted Nov 7, 2022; recoupment of incentive pay on financial restatements within prior three fiscal years |
| 2024 potential termination payouts (illustrative at 12/31/24) | Without cause/death/disability: ~$1.43M cash plus vesting of 5,118,981 shares; CIC: ~$1.96M cash plus vesting of 5,118,981 shares |
Board Governance
- Role and independence: Wood serves as combined Chairman and CEO; the Board believes this structure is appropriate given his tenure and expertise; the company does not have a Lead Independent Director . The Board determined all directors except Mr. Wood and Maj. Gen. Maluda are independent under NASDAQ standards .
- Committee roles: Wood has no committee assignments; board committees include Audit (chair: Brad Jacobs), Management Development & Compensation (chair: Fredrick Schaufeld), and Nominating & Corporate Governance (chair: David Borland) .
- Meetings/attendance: In 2024, the Board met five times; each director attended at least 75% of Board/committee meetings; all directors except Ms. Carroll attended the 2024 annual meeting .
- Director compensation: Wood receives no separate director compensation; independent director pay and RSUs are detailed separately (e.g., 2024 director grants of 40,323 RSUs vesting in 2026) .
Performance & Track Record
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Total Revenue (USD) | $242,433,000 | $216,887,000 | $145,378,000 | $108,272,000 |
| Net Income (USD) | $(43,134,000) | $(53,428,000) | $(34,473,000) | $(52,520,000) |
| Value of $100 (TLS TSR) | $90.71 | $29.94 | $21.47 | $20.12 |
Shareholder feedback and say‑on‑pay:
- 2023 say‑on‑pay failed (71.4% against) ; 2024 say‑on‑pay passed (95.4% in favor), following comprehensive redesign to increase performance‑contingent pay, add stock price PSUs, and focus on revenue/FCF .
Compensation peer group:
- 2024 peer group refreshed (e.g., Rapid7, Tenable, LiveRamp, Qualys, Varonis, OneSpan, plus SecureWorks, PagerDuty, A10 Networks, PROS, Model N, Brightcove, Agilysys, Veritone, Mitek); prior large peers (CrowdStrike, Okta, Zscaler, Perficient) were removed as too large; target positioning historically around 50th percentile for TDC in 2022 .
Related Party and Risk Indicators
- Related party: Emmett Wood (brother) was EVP, Marketing & Strategy until February 7, 2023; total 2023 compensation $249,407 .
- Hedging/pledging: Hedging prohibited; no pledging disclosure noted .
- Option repricing/tax gross‑ups: No option/SAR repricing without shareholder approval; the company states “no golden parachute gross‑ups” as part of its governance practices .
- Consultant changes: Compensation Committee shifted advisor from Lockton to Zayla Partners in Sept 2024; committee met seven times in 2024 .
Investment Implications
- Alignment: Wood’s 2024 pay is overwhelmingly performance‑based, with large PSU grants contingent on revenue‑generating initiatives (TSA PreCheck expansion), 2025 free cash flow, and sustained stock price thresholds; this increases sensitivity to execution and share price durability before January 1, 2027 .
- Supply overhang and trading signals: Significant prospective equity vesting exists under termination scenarios (5.12M shares) and upon stock‑price threshold achievement (up to 3.64M PSUs for CEO), which could create future selling pressure; monitoring insider Form 4s around potential 50‑day price windows and 2025 FCF reporting is warranted .
- Governance risk: Combined CEO/Chair role with no Lead Independent Director and family‑related transactions represent governance flags; however, 2024 say‑on‑pay support (95.4%) suggests investor acceptance of the redesigned program .
- Execution risk: Multi‑year declines in revenue and persistent losses elevate performance risk; AIP revenue goal was missed in 2024, underscoring reliance on DMDC and TSA PreCheck expansion to drive FCF and price‑linked PSU vesting before 2027 .