Form 4: Telos Corp Executive Receives Equity Compensation

Telos Corporation VP and Chief Information Technology Officer Malcolm G. Cooke was granted restricted stock units and performance-based RSUs.

Summary

• Malcolm G. Cooke, VP and Chief Information Technology Officer of Telos Corporation, acquired 52,787 restricted share units (RSUs) on May 26, 2026.
• The RSUs vest in three equal annual installments starting May 26, 2027, through May 26, 2029.
• Additionally, the reporting person was granted 19,004 performance-based RSUs (PSUs) which vest based on Total Shareholder Return (TSR) targets relative to peers over a three-year period ending May 31, 2029.
• Following these transactions, the reporting person directly owns 189,466.091 shares of common stock, with an additional 12,770.35 shares held in a 401(k) plan.

Sentiment

Score: 5

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

Positives

• Alignment of executive interests with long-term shareholder value through performance-based equity grants.
• Retention of key leadership personnel through multi-year vesting schedules.

Negatives

• Dilutive impact of new equity grants on existing shareholders.

Risks

• Vesting of performance-based RSUs is contingent upon achieving specific Total Shareholder Return targets, which may not be met.
• Restricted share units are subject to forfeiture conditions as outlined in the award agreement.

Future Outlook

The executive's compensation is tied to the company's performance over the next three years, specifically focusing on Total Shareholder Return relative to industry peers through May 2029.

Management Comments

• The grants are subject to forfeiture and specific vesting schedules to ensure long-term commitment.

Industry Context

StockSavvy.ai notes that equity-based compensation for C-suite executives is standard practice in the technology and cybersecurity sectors to align management incentives with shareholder outcomes.

Comparison to Industry Standards

• The use of a three-year vesting schedule for RSUs is consistent with standard corporate governance practices for technology firms.
• Performance-based vesting tied to relative Total Shareholder Return is a common benchmark used by institutional investors to ensure pay-for-performance alignment.

Stakeholder Impact

• Shareholders may experience minor dilution from the issuance of new shares upon vesting.
• Employees and management are incentivized to improve long-term company performance.

Next Steps

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

Key Dates

Keywords

Telos Corporation, TLS, Form 4, Insider Trading, Equity Compensation, Executive Compensation, Restricted Stock Units