Form 4: Telos Executive Mark Griffin Granted Performance-Based Restricted Stock Units

Telos Corporation's EVP of Security Solutions, Mark D. Griffin, was granted 380,373 performance-based Restricted Stock Units (RSUs) tied to the company's Total Shareholder Return relative to peers.

Summary

• Mark D. Griffin, Executive Vice President of Security Solutions at Telos Corporation (TLS), was granted 380,373 performance-based Restricted Stock Units (RSUs) on June 11, 2025.
• Each RSU represents a contingent right to receive one share of Telos common stock.
• The vesting of these RSUs is contingent upon Telos's common stock achieving a specified Total Shareholder Return (TSR) relative to a defined group of the Issuer's peers.
• The performance period for these RSUs spans from June 1, 2025, through May 31, 2028.
• Following this transaction, Mr. Griffin directly beneficially owns 963,258 shares of Common Stock and indirectly owns 17,869.69 shares through a 401k Plan, in addition to the 380,373 performance-based RSUs.

Sentiment

Score: 7

Explanation: The grant of performance-based restricted stock units to a key executive is a positive step in aligning management incentives with long-term shareholder value creation, contingent on the company's relative Total Shareholder Return. This is a standard and generally well-regarded compensation practice.

Positives

• The grant of performance-based RSUs aligns executive compensation directly with the company's Total Shareholder Return (TSR) relative to its peers, incentivizing long-term value creation for shareholders.
• This compensation structure is a common practice in corporate governance to motivate executives to achieve specific performance metrics.

Risks

• The vesting of the 380,373 performance-based RSUs is contingent on Telos's common stock achieving a certain Total Shareholder Return relative to its peers, meaning the executive may not receive the shares if performance targets are not met.

Future Outlook

The grant of performance-based RSUs indicates a strategic focus on achieving long-term shareholder value, as the vesting is tied to the company's Total Shareholder Return relative to its peers over a performance period extending to May 2028.

Industry Context

The grant of performance-based Restricted Stock Units (RSUs) is a standard and widely adopted practice in executive compensation across various industries, particularly in technology and security sectors. This method is favored for its ability to align executive incentives with long-term company performance and shareholder interests.

Comparison to Industry Standards

• Performance-based RSU grants tied to Total Shareholder Return (TSR) relative to peers are a common and generally accepted compensation mechanism in the technology and security industries, similar to practices at companies like Palo Alto Networks, CrowdStrike, or Zscaler, which often use equity incentives to align executive performance with market outcomes.
• The structure encourages executives to focus on sustainable growth and competitive performance against industry benchmarks, a practice widely endorsed by corporate governance experts.

Stakeholder Impact

• Shareholders: The RSU grant aligns executive incentives with shareholder interests, potentially leading to improved long-term stock performance if TSR targets are met.
• Employees: No direct impact on general employees is mentioned in this filing.

Next Steps

• The performance-based RSUs will be evaluated for vesting based on Telos's Total Shareholder Return relative to peers during the performance period ending May 31, 2028.

Key Dates

Recommendation

Keywords

Telos Corporation, TLS, Form 4, SEC filing, insider transaction, beneficial ownership, Mark D. Griffin, Restricted Stock Units, RSU, executive compensation, performance-based equity, Total Shareholder Return, corporate governance