TELOS CORP 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer (our Chairman and Chief Executive Officer) and principal financial officer (our Executive Vice President and Chief Financial Officer), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2024. Based upon that evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Management's Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: a. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; b. Provide reasonable assurance that transactions are recorded properly to allow for the preparation of financial statements in accordance with U.S. GAAP and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and c. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements. Internal control over financial reporting includes the controls themselves, monitoring and internal auditing practices and actions taken to correct deficiencies as identified. Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the framework established in the 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our management has assessed in its evaluation the effectiveness of our internal control over financial reporting as of December 31, 2024, and has concluded that our internal control over financial reporting was effective. PricewaterhouseCoopers LLP, an independent registered public accounting firm, audited our consolidated financial statements and our internal control over financial reporting, and the firm’s report on our internal control over financial reporting are included in Item 8 of this Annual Report on Form 10-K. Although our management, including the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, because of inherent limitations, our management does not expect that our internal controls over financial reporting will prevent or detect all errors and all fraud. Also, projections of any evaluation of effectiveness in such assessment to future periods are subject to the risk that controls may be inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control that occurred during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially effect, our internal control over financial reporting. 73 Table of Contents Item 9B. Other Information (a) None. (b) During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 74 Table of Contents PART III Certain information required by Part III is omitted from this Annual Report on Form 10-K since we intend to file our definitive proxy statement for our 2025 Annual Meeting of Stockholders, or the Proxy Statement, pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10 ‑ K, and certain information to be included in the Proxy Statement is incorporated herein by reference. Item 10. Directors, Executive Officers and Corporate Governance Information required by this item regarding executive officers, insider trading policies and procedures, directors and nominees for directors, including information with respect to our audit committee and audit committee financial expert, will be included under Election of Directors, Executive Officers, Corporate Governance, Corporate Governance Guidelines, Independence of Directors, Board of Directors Nomination Process, Information Security and Risk Oversight, Meetings of the Board of Directors, Compensation of Directors, and Committees of the Board of Directors, as well as Management Development and Compensation Committee Report, and Insider Trading Policy in the Proxy Statement and is incorporated herein by reference. Item 11. Executive Compensation The information required by this item will be included in our Proxy Statement under the Advisory Vote on Executive Compensation and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item will be included in our Proxy Statement under Approval of the Amendment to the Amended and Restated 2016 Omnibus Long-Term Incentive Plan and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item will be included in our Proxy Statement under Certain Relationships and Related Transactions, and Independence of Directors and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services The information required by this item will be included in our Proxy Statement under Ratification of Independent Registered Public Accounting Firm and is incorporated herein by reference. 75 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules Documents filed as part of this report are as follows: 1. Financial Statements. The Company's consolidated financial statements are included in Item 8. Financial Statements and Supplementary Data. 2. Financial Statement Schedules. All schedules are omitted as the required information is not applicable or the information is presented in the Consolidated Financial Statements. 3. Exhibits. The exhibit listed in the Exhibit Index immediately below are filed as part of this Annual Report on Form 10-K, or are incorporated by reference herein. Incorporated by Reference Herein Exhibit Number Description of Exhibit Form/ Schedule Date Filed Exhibit Number 3.1 Second Articles of Amendment and Restatement of Telos Corporation dated November 12, 2020 8-K November 16, 2020 3.2 3.2 Fourth Amended and Restated Bylaws of Telos Corporation, effective as of November 7, 2023 8-K November 9, 2023 3.1 4.1 Description of our Capital Stock 10-K March 28, 2022 4.13 10.1 * Form of Indemnification Agreement between the Company and its directors and executive officers 10-Q May 17, 2021 10.1 10.2 * Employment Agreement, dated as of September 17, 2012, between the Company and Mark Griffin 10-K April 1, 2013 10.23 10.3 * Second Amended Employment Agreement, dated as of November 12, 2012, between the Company and John B. Wood 10-Q November 14, 2012 10.1 10.4 * Executive Employment Agreement between Mark Bendza and the Company, dated as of July 19, 2021 10-Q August 16, 2021 10.1 10.5 * Executive Employment Agreement between E. Hutchinson Robbins, Jr. and the Company, dated as of February 1, 2022 10-K March 16, 2023 10.5 10.6 * + Executive Employment Agreement between Malcolm Cooke and the Company, dated as of February 20, 2025 10. 7 * Annual Incentive Plan for 2022 8-K February 28, 2022 99.1 10. 8 * Annual Incentive Plan, as amended 8-K September 20, 2023 99.1 10. 9 * Amended and Restated 2016 Omnibus Long-Term Income Plan 8-K May 22, 2024 10.1 10. 10 * Form of N otice of Grant of Restricted Stock 10-Q August 15, 2016 10.4 10.1 1 * Form of Restricted Share Unit Award Notice and Restricted Share or Restricted Share Unit Agreement (Time-Based) 8-K February 3, 2021 99.1 10.1 2 * Form of Restricted Share Unit Award Notice and Restricted Share or Restricted Share Unit Agreement (Performance-Based) 8-K February 3, 2021 99.2 10.1 3 * Form of Telos Corporation Notice of Grant of Option 10-Q August 9, 2023 10.1 10.1 4 * Form of Telos Corporation Notice of Grant of Restricted Shares and/or Restricted Share Units (Time-based) 10-Q August 9, 2023 10.2 10.1 5 Credit Agreement between, among others, Telos Corporation and JP Morgan Chase Bank 8-K January 5, 2023 99.1 10.1 6 First Amendment to Credit Agreement between, among others, Telos Corporation and JP Morgan Chase Bank, dated April 12, 2023 10-Q May 10, 2023 10.1 19.1 + Insider Trading Policy * constitutes a management contract or compensatory plan or arrangement + filed herewith ^ furnished herewith 76 Table of Contents Incorporated by Reference Herein Exhibit Number Description of Exhibit Form/ Schedule Date Filed Exhibit Number 21.1 + List of subsidiaries of Telos Corporation 23.1 + Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm 31.1 + Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 + Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 ^ Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation 10-K March 15, 2024 97.1 101.INS + XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH + XBRL Taxonomy Extension Schema 101.CAL + XBRL Taxonomy Extension Calculation Linkbase 101.DEF + XBRL Taxonomy Extension Definition Linkbase 101.LAB + XBRL Taxonomy Extension Label Linkbase 101.PRE + XBRL Taxonomy Extension Presentation Linkbase 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document contained in Exhibit 101 * constitutes a management contract or compensatory plan or arrangement + filed herewith ^ furnished herewith Item 16. Form 10-K Summary None. 77 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Telos Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TELOS CORPORATION /s/ John B. Wood March 10, 2025 By: John B. Wood Chief Executive Officer and Chairman of the Board (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of Telos Corporation and in the capacities and on the dates indicated. Signature Title Date /s/ John B. Wood March 10, 2025 John B. Wood Chief Executive Officer (Principal Executive Officer) Chairman of the Board and Director /s/ Mark Bendza March 10, 2025 Mark Bendza Chief Financial Officer (Principal Financial Officer) /s/ Victoria Harding March 10, 2025 Victoria Harding Controller and Chief Accounting Officer (Principal Accounting Officer) /s/ David Borland March 10, 2025 David Borland Director /s/ Bonnie Carroll March 10, 2025 Bonnie Carroll Director /s/ Fredrick D. Schaufeld March 10, 2025 Fredrick D. Schaufeld Director /s/ John W. Maluda March 10, 2025 John W. Maluda, Major Gen., USAF (Ret) Director /s/ Brad Jacobs March 10, 2025 Brad Jacobs Director /s/ Derrick D. Dockery March 10, 2025 Derrick D. Dockery Director 78