Mark Bendza
About Mark Bendza
Executive Vice President and Chief Financial Officer of Telos Corporation since July 2021; age 49. Responsible for accounting, financial reporting, FP&A, financial strategy and operations, corporate development, contracts, purchasing, investor relations, tax, and treasury. Education: BA, Wesleyan University; MBA, Columbia Business School. External role: Director and Audit Committee member at Modine Manufacturing (NYSE: MOD) since October 2024 . Company performance context: 2024 total revenue $108.3M with net loss $(52.5)M and TSR value of $20.12 (value of $100 initial investment); 2023 revenue $145.4M, net loss $(34.5)M; 2022 revenue $216.9M, net loss $(53.4)M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Honeywell | Vice President & Head of Investor Relations | 2019–2021 | Led IR at a global industrial; capital markets and investor engagement |
| Northrop Grumman | VP, International Business | 2016–2019 | Drove international growth and strategy |
| Northrop Grumman | Director, Financial Planning & Analysis | 2012–2015 | Led FP&A for large defense programs |
| Major investment banks | M&A, capital markets, and credit roles | 1998–2011 | Executed transactions, financing, and credit analysis |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Modine Manufacturing (NYSE: MOD) | Director; Audit Committee member | Since Oct-2024 | Thermal management technology company |
Fixed Compensation
| Item | 2024 |
|---|---|
| Base Salary | $410,000 |
| Target Bonus % | ~49% of base salary (Exec VP NEOs) |
| Target Bonus ($) | $202,000 |
| Actual AIP Paid | $101,023 (cash) |
| Perquisites (2024) | Life/LTD premiums $372; 401(k) match $10,125; Perquisites $0 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Target/Threshold | Actual | Payout to Bendza | Vesting/Payment |
|---|---|---|---|---|
| Company Revenue | ≥$135.0M for payout; straight-line to $150.0M | $108.272M | $0 | N/A (below threshold) |
| DMDC Subcontract Finalization | Achievement-based | Achieved Sept 25, 2024 | $34,000 | Paid in cash |
| TSA PreCheck Sites | 125 sites operational | Achieved Sept 20, 2024 | $67,000 | Paid in cash |
Long-Term Incentive (LTI) – Grants in 2024
Time-based RSUs and PSUs with multi-year and performance vesting; grant-date fair values shown.
-
Time-based RSUs (LTI RSU Grant)
- 434,670 RSUs vesting 50% on May 16, 2025 and 50% on May 16, 2026; Grant date fair value $1,556,119
-
PSUs – TSA PreCheck Site Expansion (LTI PSU Grant #1)
Performance Level PSUs Vesting (Bendza) 250 Sites 57,331 350 Sites 85,997 500 Sites 114,663 Total Max 257,991; Grant date fair value $923,608 -
PSUs – 2025 Free Cash Flow (Amended LTI PSU Grant #2)
FCF Performance Level PSUs Vesting (Bendza) >$0 120,755 ≥$2M 241,509 ≥$6M 362,264 ≥$12M 483,018 -
PSUs – Stock Price Maintenance (50 consecutive days by 1/1/2027) (LTI PSU Grant #3)
TLS Price Level PSUs Vesting (Bendza) $6 243,362 $8 243,362 $10 365,042 $12 486,723 Total Max 1,338,489; Grant date fair value $6,238,901
Multi‑Year Compensation (Summary)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $410,000 | $410,000 | $410,000 |
| Bonus | — | — | — |
| Non-Equity Incentive (AIP) | — | $615,000 | $101,023 |
| Stock Awards (Grant‑date FV) | $4,258,185 | — | $8,718,627 |
| All Other Compensation | $9,327 | $9,480 | $10,497 |
| Total Compensation | $4,677,512 | $1,034,480 | $9,240,147 |
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Beneficial Ownership (as of Mar 17, 2025) | 552,708 shares; 0.7% of outstanding |
| Breakdown | 326,890 vested shares; 8,483 shares in 401(k) plan; 217,335 RSUs vest within 60 days |
| Unvested RSUs at 12/31/2024 | 434,670 units; market value $1,486,571 |
| Unearned PSUs at 12/31/2024 | 421,449 units; payout value $1,441,356 (performance-contingent) |
| Options | None disclosed for Bendza |
| Hedging/Pledging | Hedging prohibited by Insider Trading Policy; no pledging disclosures for Bendza in Security Ownership section |
Employment Terms
| Provision | Terms for Mark Bendza |
|---|---|
| Employment Start | CFO since July 2021 |
| Severance (without cause) | 12 months salary; immediate vesting of unvested stock options and restricted stock; 12 months medical/welfare benefits cash equivalent; 12 months 401(k) match cash equivalent |
| Change‑of‑Control (CoC) | Double‑trigger: if terminated without cause within 12 months after CoC, lump‑sum equals 12 months salary plus one times the average bonus (current year and prior two years); immediate vesting; 12 months benefits and 401(k) match |
| Non‑compete/Non‑solicit | 12 months post‑termination; confidentiality obligations apply |
| Clawback | 2022 policy; recoupment for restatements causing overpayment within prior three fiscal years |
| Hedging | Prohibited for insiders |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Revenue | $216,887,000 | $145,378,000 | $108,272,000 |
| Net Income | $(53,428,000) | $(34,473,000) | $(52,520,000) |
| TSR – $100 Initial Investment | $82.91 | $116.26 | $20.12 |
| 2023 AIP Actuals (context) | Revenue $145.4M; Adjusted EBITDA $(5.4)M; Bookings $155.4M + 2 vehicles → AIP paid in cash |
Key execution highlights:
- Finalized subcontract for DoD DMDC program (GAO protest withdrawn Aug 28, 2024; payout authorized Sept 25, 2024) .
- Expanded TSA PreCheck enrollment sites to 125 by Sept 20, 2024 (AIP payout) .
- 2024 revenue objective missed; no AIP revenue payout .
- Compensation redesigned to emphasize pay‑for‑performance (stock price, FCF, and TSA expansion PSUs; time‑based RSUs only for retention) .
Board Governance and Compensation Framework
- Say‑on‑pay: Failed in 2023 (71.4% against), then passed in 2024 with 95.4% approval after program changes .
- Peer group refresh in 2024; targeting ~50th percentile for LTI design historically (2022) .
- Compensation consultant changed from Lockton to Zayla Partners in Sept 2024; committee composed solely of independent directors .
Compensation Structure Analysis
- Shift to performance‑based equity (PSUs tied to sustained share price, FCF, TSA expansion) increases at‑risk pay and alignment with shareholder value .
- AIP design reduced discretion; revenue threshold enforced (no payout below $135M) .
- Free cash flow PSUs amended to remove revenue component due to revenue recognition mix; maintains underlying cash performance rigor .
- Clawback and hedging prohibitions enhance governance; no tax gross‑ups disclosed; severance terms moderate (1x salary + 1x average bonus on CoC for EVP) .
Vesting Schedules and Insider Selling Pressure
- Near‑term: 217,335 RSUs scheduled to vest on May 16, 2025; next 217,335 on May 16, 2026 .
- Performance‑based PSUs could materially increase equity delivery if thresholds are met (up to 1.34M shares for stock‑price PSUs; FCF PSUs up to 483,018; TSA PSUs up to 257,991); vesting contingent on performance by Jan 1, 2027 .
- Unvested/Unearned at 12/31/2024: RSUs 434,670; PSUs 421,449 (indicative of future supply upon performance) .
Compensation Peer Group (2024 Refresh)
| Included | Removed (size/no longer public) |
|---|---|
| SecureWorks, PagerDuty, A10 Networks, PROS, Model N, Brightcove, Agilysys, Veritone, Mitek Systems | CrowdStrike, Okta, Zscaler, Perficient (too large); others removed due to public status changes |
Say‑on‑Pay & Shareholder Feedback
Shareholder outreach post‑2023 focused on TSR alignment, revenue/FCF focus, and increasing performance‑based LTI. Changes implemented in 2024 addressed these points and led to 95.4% approval in 2024 .
Expertise & Qualifications
- 20+ years across investor relations, FP&A, strategy, M&A and capital markets; senior finance leadership in aerospace/defense and industrials; CFA‑like skill set in IR and capital allocation; oversees core finance and treasury at Telos .
Investment Implications
- Alignment: High proportion of at‑risk compensation tied to FCF and sustained share price suggests strong pay‑for‑performance alignment and potential value creation if targets are met .
- Retention/Supply: Scheduled RSU vesting in 2025/2026 and sizable contingent PSUs may create periodic selling pressure upon vesting; however, performance gating (50‑day price thresholds, FCF tiers) mitigates near‑term overhang and aligns with durable improvements .
- Governance: Double‑trigger CoC for CFO with 1x salary/bonus average and clawback/hedging bans reduce shareholder risk; no pledging disclosed .
- Execution risk: 2024 revenue miss and continued net losses highlight delivery risk; DMDC ramp and TSA footprint expansion are key revenue levers; FCF PSU structure will test cash generation in 2025 .