Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 19, 2021, Telos Corporation (the “Company”) announced that Mark Bendza has been appointed to serve as Executive Vice President and Chief Financial Officer of the Company effective July 19, 2021.
The Company has entered into an executive employment agreement with Mr. Bendza (the “Employment Agreement”), pursuant to which Mr. Bendza will receive an annual base salary of $410,000 and the opportunity to participate in the Company’s annual incentive plan. Mr. Bendza will receive a guaranteed cash bonus in connection with his service during the remainder of 2021 of $155,000, payable in the first quarter of 2022, subject to his continuous employment through January 1, 2022. The Employment Agreement also provides that Mr. Bendza will be eligible to receive equity awards under the Company’s long-term equity incentive plans. It also provides for eligibility to participate in all plans that the Company maintains for its salaried senior executives, including, without limitation, any vacation plan, pension, profit-sharing or other retirement plans, any life, accident, disability, medical, hospital or similar group insurance programs and any other benefit plan, subject to the normal terms and conditions of such plans. Mr. Bendza is also entitled to receive certain severance benefits upon the termination of his employment that are comparable to other similarly situated executives at the Company.
A copy of the Employment Agreement is attached to, and incorporated by reference into, this Current Report on Form 8-K as Exhibit 10.1 hereto. The foregoing description of the Employment Agreement is intended only as a summary and is qualified in its entirety by reference to the full text of the Employment Agreement.
In connection with his hiring, Mr. Bendza received the following equity awards:
•65,000 restricted stock units, 50% vesting on each of July 19, 2022 and 2023;
•20,500 restricted stock units, 30% vesting on July 19, 2022, 30% vesting on July 19, 2023, and 40% vesting on July 19, 2024; and
•20,500 restricted stock units that vest upon the achievement of set performance criteria keyed to appreciation in the value of the Company’s common stock.
Each of the equity awards is subject to the Company’s customary award agreement.
Mr. Bendza, age 45, previously served as vice president in charge of investor relations at Honeywell International Inc. since July 2019. Prior to Honeywell, he served as vice president of international business for Northrop Grumman Corporation from January 2016 through July 2019. He has over 20 years of experience with global companies in investor relations, financial planning and analysis, financial strategy, M&A and capital markets. Mr. Bendza is a graduate of Wesleyan University and received an MBA from Columbia Business School.
Mr. Bendza will succeed Michele Nakazawa, who has served as the Company’s Executive Vice President, Chief Financial Officer for 17 years. Ms. Nakazawa will remain with the Company as a member of the senior executive team reporting to John B. Wood, the Company’s Chief Executive Officer.