Form 4: Telos CFO Gary Bendza Receives Equity Grant

Telos Corporation CFO Gary Bendza was granted 123,477 restricted stock units and 185,216 performance-based RSUs.

Summary

• CFO Gary Bendza received a grant of 123,477 restricted share units (RSUs) on May 26, 2026.
• The RSUs vest in three equal annual installments starting May 26, 2027, through May 26, 2029.
• An additional 185,216 performance-based RSUs were granted, contingent on Total Shareholder Return (TSR) targets relative to peers.
• The performance period for the performance-based RSUs runs from June 1, 2026, to May 31, 2029.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a routine administrative filing regarding executive compensation, which is neutral in terms of immediate market impact.

Positives

• Alignment of executive compensation with long-term shareholder interests through performance-based vesting.
• Retention of key financial leadership through multi-year vesting schedules.

Negatives

• Potential for future dilution of existing shareholders upon the settlement of these equity awards.

Risks

• Vesting of performance-based RSUs is subject to market conditions and relative TSR performance, which may not be achieved.
• Restricted share units are subject to forfeiture conditions as outlined in the award agreement.

Future Outlook

The company has implemented a long-term incentive plan for its CFO that ties a significant portion of compensation to relative stock performance over a three-year period ending May 2029.

Management Comments

• The grants are subject to forfeiture and specific vesting schedules tied to continued service and performance metrics.

Industry Context

StockSavvy.ai notes that this filing reflects standard corporate governance practices for technology and cybersecurity firms, where executive retention is prioritized through multi-year equity vesting and performance-linked incentives.

Comparison to Industry Standards

• The use of three-year cliff or installment vesting is consistent with standard executive compensation packages in the U.S. technology sector.
• Relative TSR-based performance metrics are a common benchmark used by peer companies to ensure executive pay is aligned with market performance.

Corporate Governance

Stakeholder Impact

• Shareholders may experience minor dilution upon the eventual settlement of these equity awards.

Next Steps

• Vesting of the first tranche of restricted share units on May 26, 2027.

Key Dates

Keywords

Telos Corporation, TLS, Insider Trading, Form 4, Executive Compensation, CFO, Equity Grant