Mark Griffin
Executive Vice President, Security Solutions; President and General Manager, Telos ID at TELOS
Executive
About Mark Griffin
Mark D. Griffin is Executive Vice President, Security Solutions, and President/General Manager of Telos Identity Management Solutions (Telos ID). He joined Telos in 1984 and has over 30 years of experience in government IT contracting and identity management; he holds a B.S. in Engineering from Virginia Tech and was appointed EVP, Security Solutions in November 2021 . Company performance context during his recent tenure: total shareholder return (TSR) and revenue were volatile—TSR of $20.12 (value of $100 initial investment) and revenue of $108.3M in 2024, TSR $21.47 and revenue $145.4M in 2023, TSR $29.94 and revenue $216.9M in 2022; the company exceeded 2023 targets for Revenue, Adjusted EBITDA, and Bookings, while 2022 Adjusted EBITDA ($19.5M) and revenue ($216.9M) missed targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Telos Corporation | Program Manager | 1984 onward | Early operational leadership on critical federal programs |
| Telos Corporation | VP, Traditional Business Division | Jan 2004 | Led legacy business; materials management and systems integration |
| Telos Corporation | VP, Identity Management | Jan 2007 | Built identity business capabilities |
| Telos Corporation | Head of Telos ID | Apr 2007 | Formed and led Telos ID; value creation recognized at IPO |
| Telos Corporation | EVP, Security Solutions | Nov 2021 | Expanded remit beyond ID; integrated solutions portfolio |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Federation for Identity and Cross-Credentialing Systems (FiXs) | Board Member (previously) | — | Industry coalition governance; interoperability standards influence |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Base Salary ($) | 353,751 | 395,010 | 395,010 | 395,010 |
| Bonus ($) | — | — | — | 20,000 (anniversary) |
| Non-Equity Incentive (AIP) ($) | — | — | 592,500 | 97,327 |
| Stock Awards ($) | 29,507,109 | 4,303,691 | — | 6,857,678 |
| All Other Compensation ($) | 6,180 | 12,660 | 13,680 | 14,172 |
| Total ($) | 29,867,040 | 4,711,361 | 1,001,190 | 7,384,187 |
| AIP Targets (2024) | Target | Maximum |
|---|---|---|
| Mark Griffin AIP (non-equity incentive) | $194,000 | $259,000 |
Performance Compensation
- 2024 Annual Incentive Plan (AIP) metrics focused on: total revenue; finalization of DMDC subcontract; expansion of TSA PreCheck enrollment sites to 125 locations .
| Metric (2024 AIP) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 2024 Company total revenue | Not disclosed | Achieve budgeted revenue | Not disclosed | Included in $97,327 AIP payout | Cash at year end |
| Finalize DMDC subcontract | Not disclosed | Contract finalization | Not disclosed | Included in $97,327 AIP payout | Cash at year end |
| Expand TSA PreCheck to 125 sites | Not disclosed | 125 sites | Not disclosed | Included in $97,327 AIP payout | Cash at year end |
- 2024 Long-Term Incentive Design emphasized three performance PSUs and time-based RSUs; metrics included 2025 company free cash flow, TSA PreCheck expansion to 500 locations by 2027, and sustained stock price hurdles ($6/$8/$10/$12 for ≥50 consecutive days by Jan 1, 2027) .
| LTI Component | Grant Detail | Performance Metric | Target/Threshold | Maximum | Vesting |
|---|---|---|---|---|---|
| PSU Grant #3 (Price Hurdles) | 191,417 PSUs at $6; 191,417 at $8; 287,126 at $10; 382,834 at $12; Max 1,052,794 | Sustained TLS price | ≥$6/$8/$10/$12 for ≥50 consecutive days by 1/1/27 | 1,052,794 PSUs | Upon achieving price hurdles; by 1/1/27 |
| Time-Based RSUs | 170,946 RSUs vest May 2025; 170,946 RSUs vest May 2026 (Total 341,892) | Service | Continuous service | 341,892 RSUs | 50% 5/16/2025; 50% 5/16/2026 |
| PSU Grants (Cash Flow; PreCheck expansion) | Notional values prioritized vs difficulty; positive 2025 FCF, 500 sites by 2027 | FCF; PreCheck sites | Positive FCF; 500 sites by 2027 | Larger values for stock price > FCF > PreCheck | On certification of performance |
Equity Ownership & Alignment
| As-of Date | Total Beneficial Ownership (shares) | % of Class | Breakdown |
|---|---|---|---|
| Mar 28, 2024 | 671,829 | 0.9% | Includes 12,993 shares held in the Shared Savings Plan |
| Mar 28, 2025 (footnote F context) | — | — | Includes 674,986 vested shares; 17,870 shares in Shared Savings Plan; and 170,946 RSUs vesting within 60 days |
| Outstanding Equity Awards at FY-end 2024 | Quantity | Market/Payout Value ($) |
|---|---|---|
| Unvested RSUs (service-based) | 341,892 | 1,169,271 |
| Unearned PSUs (performance-based) | 331,491 | 1,133,699 |
- Hedging: Insiders (including NEOs) are prohibited from entering into hedging or monetization transactions in company securities .
- Pledging: No explicit pledging policy or pledging disclosures found in 2023–2025 proxies; none identified for Griffin .
Employment Terms
- Non-compete, confidentiality, non-solicit: Applies during employment and 18 months post-termination for Mr. Griffin .
- Clawback: Executive incentive compensation subject to recoupment following restatements for three fiscal years preceding restatement; adopted Nov 7, 2022; no clawbacks disclosed for 2024/2023 .
| Potential Payments Upon Termination (Assumed Dec 31, 2024) | Salary Continuation | Bonus Earned | Accrued Vacation | Medical/Welfare Continuation | 401(k) Match Continuation | Total Cash | Restricted Shares that Would Vest |
|---|---|---|---|---|---|---|---|
| Termination without cause | $592,515 | — | $64,474 | $31,005 | $20,700 | $708,694 | 1,977,531 |
| Death/disability | $592,515 | — | $64,474 | $31,005 | $20,700 | $708,694 | 1,977,531 |
| Change in control (as defined) | $592,515 | — | $64,474 | $31,005 | $20,700 | $708,694 | 1,977,531 |
| For cause | — | — | $64,474 | — | — | $64,474 | — |
| Voluntary termination | — | — | $64,474 | — | — | $64,474 | — |
- Change-in-control mechanics: Lump sum of 18 months salary for Griffin; immediate vesting of unvested equity; continuation of medical/welfare and employer 401(k) match for 18 months .
- Ownership plan: 2016 LTIP authorizes RSUs/PSUs, forfeiture for termination, clawback applicability; amended in 2023 to add 6,000,000 shares .
Performance & Track Record
- Identity leadership: Led creation and management of Telos ID; a one-time equity award in 2021 valued at $29M recognized his role in Telos ID value at IPO and aligned compensation with peers .
- 2023 operational execution: Company exceeded high end of targets for Revenue, Adjusted EBITDA, and Bookings; TSA named Telos as second official TSA PreCheck provider in Aug 2023 .
- 2022 shortfall: Adjusted EBITDA target $28M and revenue target $254.6M were missed (actual $19.5M EBITDA and $216.9M revenue), resulting in no 2022 AIP payments for executives .
Compensation Structure Analysis
- 2024 shift to performance: Extraordinary emphasis on performance-based compensation with rigorous metrics (cash flow, TSA PreCheck expansion, sustained stock price) and historically high grant values that only vest on dramatic performance; base vesting thresholds include positive 2025 FCF, 250 PreCheck sites by 2027, and sustained $6 stock price for 50 days .
- Equity mix trends: No stock awards in 2023; significant RSU/PSU grants in 2022 and especially 2024 for Griffin ($6.86M grant-date fair value), indicating increased at-risk equity exposure tied to performance .
- Say-on-pay feedback: 2023 say-on-pay failed; 2024 design explicitly increased pay-for-performance alignment and TSR linkage across AIP and LTI .
Compensation Peer Group (Benchmarking)
- Peer group used in pay-versus-performance comparisons: CrowdStrike, LiveRamp, Okta, OneSpan, Perficient, Qualys, Rapid7, SecureWorks, Tenable, Varonis, Zscaler .
Equity Ownership & Alignment Signals
- Near-term vesting overhang: 170,946 RSUs scheduled to vest within 60 days of the 2025 proxy; plus 50% of RSUs vest on May 16, 2025 and remaining on May 16, 2026—potential supply overhang that can create selling pressure around vest dates .
- No pledging disclosures: Company prohibits hedging; pledging not addressed explicitly and no pledges disclosed for Griffin in proxies reviewed .
Employment & Contract Provisions (Retention Risk)
- Term: Employment agreements include automatic renewals and standard executive benefits; severance varies by role with Griffin at 18 months base salary for no cause/disability/death and change-in-control scenarios, plus benefits/match continuation and immediate vesting of equity .
- Restrictive covenants: 18-month post-termination non-compete/non-solicit for Griffin; 12 months for certain peers; 24 months for CEO .
- Section 280G: Excise tax cutback mechanics prioritized cash, then equity, then noncash benefits; clawback aligned to listing standards .
Equity Ownership & Compliance
| Guideline/Policy | Disclosure |
|---|---|
| Insider Trading Policy | Adopted; governs director/officer transactions; copy filed as Exhibit to 2024 Form 10-K |
| Clawback Policy | Adopted Nov 7, 2022; applies to incentive comp; no clawbacks disclosed in 2023/2024 |
| Hedging Prohibition | Insiders prohibited from hedging/monetization transactions in company securities |
Investment Implications
- Alignment: Griffin’s 2024 package is heavily performance-conditioned with stringent PSU hurdles (sustained stock price bands, positive 2025 FCF, and TSA PreCheck expansion), signaling strong pay-for-performance alignment; near-term RSU vesting creates potential selling pressure windows (May 2025/2026 and within 60 days of the 2025 proxy) .
- Retention: Employment terms feature a robust 18-month non-compete and severance, suggesting moderate retention protection; change-in-control provides immediate equity vesting, which could incentivize value-creating corporate actions but also creates event-driven payout risk .
- Execution risk: Company’s recent volatility (missed 2022 targets; exceeded 2023 targets; 2024 AIP paid but not at maximum) underscores sensitivity to Telos ID growth and TSA PreCheck expansion; PSU price hurdles require sustained share price recovery, a high bar that reduces windfall risk but may limit realized compensation without clear operational traction .
- Governance signals: 2023 say-on-pay failure led to material redesign toward TSR/cash flow metrics—constructive for investors; hedging ban and clawback policy mitigate behavioral risks; absence of pledging disclosures reduces alignment concerns .