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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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Telos Corporation
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1.
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ELECTION OF DIRECTORS: To elect nine Class A/B Directors to the Board of Directors to serve until the 2013 Annual Meeting of Stockholders or until their successors are elected and qualified;
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2.
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM: To ratify the selection of BDO USA, LLP to serve as the Company’s independent registered public accounting firm; and
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OTHER BUSINESS: To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.
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(1)
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Executing a proxy dated later than the most recent proxy given and mailing it to:
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(2)
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Appearing in person and voting using a ballot at the Annual Meeting; or
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(3)
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Filing an instrument of revocation with the Inspector of Elections at the Annual Meeting.
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Name
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Age
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Biographical Information
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John B. Wood
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48
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President, Chief Executive Officer and Chairman of the Board of the Company. Mr. Wood joined the Company in 1992 as Executive Vice President and Chief Operating Officer (“COO”) and in 1994 was named President and Chief Executive Officer (“CEO”). In March 2000 he was appointed to the newly created position of Executive Chairman of the Board, which he held until he became Chairman of the Board subsequent to a restructuring of the Board of Directors in 2002. In January 2003, Mr. Wood resumed the positions of President and CEO. Mr. Wood has also served as Chairman of Enterworks, Inc., since January 1996; and as CEO of Enterworks, Inc. from January 1996 to November 2005. From January 2005 to December 2007, Mr. Wood served as Enterworks, Inc.’s Executive Chairman. Since January 2008, Mr. Wood has served as Enterworks, Inc.’s Non-Executive Chairman. Prior to joining the Company, Mr. Wood worked on Wall Street for Dean Witter Reynolds, UBS Securities, and his own boutique investment bank. Mr. Wood graduated from Georgetown University where he earned a Bachelor of Science in Business Administration in finance and computer science. Mr. Wood also serves on several advisory boards and one foundation board. Mr. Wood is the brother of Mr. Emmett J. Wood, the Vice President, Marketing, of the Company.
As the Chief Executive Officer of the Company, Mr. Wood provides the Board with not only the knowledge of the daily workings of the Company, but also with the essential experience and expertise that can be provided only by a person who is intimately involved in running the Company. Mr. Wood’s broad knowledge and experience with the Company, its stockholders, partners, and vendors resulting from his long tenure with the Company is invaluable to the Board.
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Name
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Age
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Biographical Information
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Bernard C. Bailey
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58
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Chairman and CEO of Paraquis Solutions LLC, a privately held consulting and information technology services firm, since 2006. Dr. Bailey’s career spans over two decades of management experience in the high technology and security industries. He served most recently from August 2002 to September 2006 as the President and CEO of Viisage Technology, Inc. (NASDAQ:VISG), a leading provider of advanced technology identity solutions. Under his four years of leadership, Viisage’s market capitalization grew from $60 million to over $1 billion. During that period, the company executed nine acquisitions, eventually culminating in the formation of L1 Identity Solutions, a NYSE listed company (NYSE:ID). Prior to Viisage, from January 2001 to August 2002, Dr. Bailey served in various executive roles, including COO at Art Technology Group, a leading provider of e-commerce software. From 1984 to 2001, Dr. Bailey held a variety of finance, sales, marketing, and operations positions at IBM, where he also served in executive roles involved in the growth and development of IBM Global Service’s systems integration and consulting business lines. Dr. Bailey has been a member of the Company’s Board of Directors since October 2006. In addition to his duties with Telos, Dr. Bailey serves as a director on the board of Analogic Corp. (NASDAQ:ALOG) and Authentix Corporation, a privately held company. Previously, until April 2011, Dr. Bailey also served on the Board of Spectrum Control, Inc. (NASDAQ:SPEC) and until January 2012, on the board of Identive Corporation (NASDAQ:INVE). Dr. Bailey holds a Masters level certificate from the American College of Corporate Directors, a public company director education and credentialing organization.
Dr. Bailey has significant experience in finance matters and within the Company’s industry. He also has served on a number of boards of public companies, and the experience gained by serving on those boards will make him a valuable resource for the Board and the Company.
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David Borland
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64
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President of the Borland Group, an information technology consulting company, since January 2004. Mr. Borland was elected to the Board of Directors in March 2004 after retiring as Deputy Chief Information Officer (“CIO”) of the U.S. Army with more than 30 years of experience in the U.S. Government. Mr. Borland’s career Army experience also includes serving as Vice Director of Information Systems for Command, Control, Communications, and Computers; Director of the Information Systems Selection and Acquisition Agency; and numerous other positions. From 1966 through 1970, Mr. Borland served in the U.S. Air Force. Mr. Borland has received numerous awards, including the Meritorious Presidential Rank Award for Senior Executive Service Members (1996 and 2003), the Distinguished Presidential Rank Award (2000), and the United States Army Decoration for Exceptional Civilian Service (1998 and 2003).
Mr. Borland’s industry experience and extensive service with the U.S. Army make him a valuable member of the Board of Directors.
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William M. Dvoranchik
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65
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Chairman and CEO of Life is Great, LLC, a privately held consulting and services firm, since 2001. Mr. Dvoranchik was elected to the Company’s Board of Directors in October 2006. In 2001, he retired as President of the Federal Government sector of Electronic Data Systems (“EDS”), where he oversaw all aspects of EDS’ relationship with the U.S. Government. His career at EDS spanned over 30 years and he gained experience as a leader in the brokerage, insurance, and banking and thrift industries before focusing on the U.S. Government sector. From 1985 until his retirement in 2001, in addition to the Federal Government sector, Mr. Dvoranchik participated in and led EDS projects in the intelligence community, state and local governments, and international public sectors, in particular in Australia, Great Britain, and Asia. During this time, he led efforts that brought in new revenues in excess of $10 billion for EDS. For over 20 years, Mr. Dvoranchik served as chairman of the board of the EDS Employees Federal Credit Union, with assets of more than $400 million. He presently serves as director of QBase, LLC, a privately held analytic services company.
Mr. Dvoranchik’s senior management experience in the U.S. government sector provides a valuable resource to the Board and the Company.
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Name
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Age
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Biographical Information
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Lieutenant General Bruce R. Harris (USA, Ret.)
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77
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Retired, United States Army Lieutenant General. General Harris was elected to the Board in August 2006. He retired from the United States Army in September of 1989 after more than 33 years of continuous active duty. At the time of his retirement, General Harris was the Director of Information Systems for Command, Control, Communications and Computers in the Office of the Secretary of the Army, Washington, D.C. In that capacity he served as the principal advisor to the Secretary and Chief of Staff of the Army on all aspects of policy, planning, resourcing and acquisition of communications, automation, information management and command and control systems in the United States Army. Since his retirement, General Harris has worked with many of America's leading corporations as a consultant on matters relating to the development of strategic and business plans, resource planning and budget formulation. General Harris is also a director of Hunter Defense Technologies, a privately held company focused on the development of comprehensive solutions to provide shelter, heat, power generation and chem/bio protection for a wide variety of military and homeland security applications.
General Harris has extensive experience with the U.S. Army, including the U.S. Defense Security Service, which is very valuable to the Board and the Company.
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Lieutenant General Charles S. Mahan, Jr. (USA, Ret.)
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65
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Retired Vice President and General Manager of the Law Enforcement and Security strategic business unit of DynCorp International, a company providing technology and professional services solutions to government and commercial clients worldwide, where he served from January 2007 to July 2008. From July 2006 to December 2006, he served first as President and Chief Operating Officer of Horne Engineering Services, LLC, an engineering services firm, and then as Chief Operating Officer of Horne International, an affiliate of Horne Engineering Services, LLC. From July 2005 to July 2006, he was Vice President of Homeland Security and Defense for SAP Public Services, Inc. (a U.S. business unit of the German software giant, SAP AG), where he led both SAP’s Homeland Defense practice and its business development efforts supporting federal, state, and local government organizations. Immediately following his November 2003 retirement from the Army, where he attained the rank of Lieutenant General and served as the Army’s Deputy Chief of Staff for Logistics, General Mahan joined The Home Depot, Inc., a home repair materials company, serving as Senior Director of its Government Solutions Group. General Mahan has been a member of the Board of Directors since August 2006. He currently serves as a director on the board of O’Neil and Associates, a privately owned management company. He also serves on the board of advisors for Goldbelt Wolf, a subsidiary of Goldbelt, a tribal-owned Alaskan Native Claims Settlement Act company, and on the board of trustees for the Fisher House Foundation. From 2009 to 2011 General Mahan also served on the Board of Spectrum Control, Inc. (NASDAQ:SPEC). General Mahan holds a Professional Director Certification from the American College of Corporate Directors, a public company director education and credentialing organization.
General Mahan’s comprehensive experience with the U.S. Army and service with two defense contractors make General Mahan a valuable resource for the Board and management.
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Major General John W. Maluda (USAF, Ret.)
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58
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Retired, United States Air Force Major General. General Maluda was elected to the Board in October 2009. He retired from the United States Air Force in September 2009 after more than 34 years of continuous active duty. At the time of his retirement, General Maluda was Director of Cyberspace Transformation and Strategy, in the Office of the Secretary of the Air Force, and Chief Information Officer. In that capacity, he shaped doctrine, strategy, and policy for communications and information activities and served as the functional advocate for 30,000 personnel. Prior to that, General Maluda was Vice Commander, 8th Air Force, Barksdale Air Force Base, Louisiana. General Maluda enlisted in the Air Force in 1973 and received his commission in 1978 as a distinguished graduate of the ROTC program at Troy State University, Alabama. His career highlights included serving at three major commands, with unified combatant commands, a defense agency, the White House and the Air Staff. General Maluda’s staff experience included positions at Headquarters U.S. Air Force, Air Combat Command, U.S. Air Force in Europe, Air Force Special Operations Command, U.S. Space Command and the White House Communications Agency. General Maluda holds a Bachelor of Science in Electrical Engineering from Auburn University, a Masters Degree in Systems Management from the University of Southern California, as well as an Advanced Director Certification from the American College of Corporate Directors, a public company director education and credentialing organization.
General Maluda retired from the U.S. Air Force in 2009 and has broad industry insight which makes him a valuable member of the Board of Directors.
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Name
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Age
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Biographical Information
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Robert J. Marino
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75
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Executive Vice President, Special Projects for the Company. Mr. Marino joined the Company in 1988 as Senior Vice President of Sales and Marketing. In 1990, his responsibilities were expanded to include Program Management in addition to Sales and Marketing. In January 1994, Mr. Marino was appointed to President of Telos Systems Integration, and in January 1998, he was appointed to Chief Sales and Marketing Officer, a position he held until June 2004 at which time he was appointed Executive Vice President for Special Projects. Prior to joining the Company in February 1988, Mr. Marino held the position of Senior Vice President of Sales and Marketing with Centel Federal Systems and M/A.com Information Systems, both of which are U.S. Government contractors. Mr. Marino was elected to the Board of Directors in June 2004. In addition to his duties with Telos, Mr. Marino serves as director on the board of Aquatic Energy, an algae to bio-diesel company.
Mr. Marino has served the Company for over 20 years and remains a valuable advisor to the Company’s various business lines.
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Vice Admiral Jerry O. Tuttle (USN, Ret.)
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77
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Retired United States Navy Vice Admiral. Admiral Tuttle was elected to the Board of Directors in August 2006. He retired from the United States Navy in 1993 following a 40-year career that included assignments to numerous attack and fighter squadrons as well as leadership of key information technology programs. Admiral Tuttle is widely regarded as an information technology strategist, having created the Navy’s C41 Joint Operations Tactical System. In 1989, he became Director, Space and Electronic Warfare, an assignment he held until retirement. Since February 2002, he has been President and CEO of J.O.T. Enterprises, an information systems and command, control, communications, intelligence, surveillance and reconnaissance consulting company. Previous executive positions were, from June 2000 to February 2002, as President of REL-TEK Systems & Design (now Savantage Financial Services), an employee-owned software development firm; from 1996 to 2000, as President of ManTech International’s largest subsidiary, ManTech Systems Engineering; and, from 1993 to 1996, as Vice President for business development and chief staff officer with Oracle Government. In addition to his duties with Telos, Admiral Tuttle serves as chairman of the board for the U.S. subsidiary of Systematic Software Engineering, a Danish software development company.
Admiral Tuttle has in-depth U.S. government insight due to his 40 years of service with the U.S. Navy. He serves on the Company’s Proxy Board and continues to provide valuable guidance regarding the U.S. defense industry.
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Name
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Age
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Biographical Information
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Seth W. Hamot
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50
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Managing Member, Roark, Rearden & Hamot Capital Management, LLC (“RRHCM”), and owner of Roark, Rearden & Hamot, Inc. (“RRHI”), since 1997, and President of Roark, Rearden & Hamot, LLC (“RRH”) since 2002. Mr. Hamot has been a director of the Company since June 18, 2007. Mr. Hamot was nominated for election by Costa Brava Partnership III L.P. (“Costa Brava”), an investment fund and a holder of the Public Preferred Stock. Since 1997, Mr. Hamot has been the Managing Member of RRHCM and the owner of RRHI, the corporate predecessor of RRHCM. RRHCM is the investment manager to Costa Brava, whose principal business is to make investments in, buy, sell, hold, pledge and assign securities. Mr. Hamot is also the President of RRH, the general partner of Costa Brava. Prior to 1997, Mr. Hamot was one of the partners of the Actionvest entities. Mr. Hamot is presently a director of Orange 21, Inc., a NASDAQ company. Previously, he also served as chairman of TechTeam Global, Inc., a NASDAQ company.
Mr. Hamot was elected pursuant to the Company’s governing documents by the holders of the Public Preferred Stock and his election is not subject to any recommendations for election by the Board.
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Andrew R. Siegel
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43
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Managing Member, White Bay Capital Management, LLC. Mr. Siegel has been a director of the Company since June 18, 2007. Mr. Siegel was nominated by Costa Brava, a holder of the Public Preferred Stock. Mr. Siegel was a Senior Vice President of RRHCM from 2005 to December 2008. Prior to joining RRHCM, from July 2003 to February 2004, Mr. Siegel was a member of DebtTraders Ltd. Prior to that, from 2000 to 2002, he worked for Deutsche Bank Securities. In addition, in 2002 he was the founding member of White Bay Capital Management, LLC, of which he remains a member. Previously, Mr. Siegel also served on the Board of TechTeam Global, Inc., a NASDAQ company. Mr. Siegel received a Bachelor’s Degree from American University and a Masters Degree in Business Administration from the University of Maryland.
Mr. Siegel was elected pursuant to the Company’s governing documents by the holders of the Public Preferred Stock and his election is not subject to any recommendations for election by the Board.
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Name
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Age
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Biographical Information
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Michele Nakazawa
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54
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Executive Vice President, Chief Financial Officer. Ms. Nakazawa joined the Company in March 2004 as Vice President and Controller. Ms. Nakazawa was promoted to Senior Vice President and appointed to serve as CFO in January 2005, and promoted to Executive Vice President in 2008. Ms. Nakazawa has over 20 years experience in finance and accounting. Prior to joining the Company, she held various positions, including CFO of Ubizen, Inc., a U.S. subsidiary of a publicly held Belgian company, from 1999 to 2003; Controller and Treasurer of National Security Analysts, Inc. from 1991 to 1997; and financial analyst for Federal Systems Division of IBM, Inc. from 1983 to 1990. Ms. Nakazawa is a Certified Public Accountant and holds a Masters of Science in Accounting from American University and a Bachelor of Arts in Chemistry from Goucher College.
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Edward L. Williams
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51
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Executive Vice President and Chief Operating Officer. Mr. Williams joined the Company in 1993 as a Senior Vice President responsible for finance, pricing, purchasing, and Defense Contract Audit Agency compliance. In 1994, his responsibilities were expanded to include accounting and business development. In 1996, Mr. Williams was appointed to manage the Company’s networking business unit. In 2000, his responsibilities were expanded to include management of the Company’s operations. Mr. Williams was named Executive Vice President and COO in 2003 and Interim CFO in October 2003. He stepped down as Interim CFO of the Company in January 2005. Prior to joining the Company, Mr. Williams was the CFO for Centel Federal Systems and M/A.com Information Systems, both of which are U.S. Government contractors. Mr. Williams has a Bachelor of Science in Finance from the University of Maryland.
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Robert J. Brandewie
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64
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Senior Vice President, Telos Identity Management Solutions, LLC (“Telos ID”). Mr. Brandewie joined the Company in November 2007 as Senior Vice President of Identity and Security Solutions. He is responsible for directing the Company’s efforts in assisting government organizations in effectively meeting increased security challenges with innovative services and software solutions. Prior to joining the Company, Mr. Brandewie was a Public Sector Solutions group vice president for ActivIdentity Corp., a provider of identity assurance solutions for business and government worldwide, from July 2006 to November 2007, and a director of the Defense Manpower Data Center (“DMDC”) from July 2004 to July 2006. Mr. Brandewie had joined DMDC in 1974 and in his 32 years at DMDC was responsible for the management of a dozen major operational programs. He was an architect of Department of Defense’s Common Access Smart Card system and was responsible for the oversight of the largest and most comprehensive automated personnel database in the department. Mr. Brandewie has a Bachelor of Arts in psychology from the University of Connecticut and a Master of Arts in administrative sciences from Yale University. Mr. Brandewie has received numerous awards, including the Presidential Rank Award of Distinguished Executive (2006) and the Secretary of Defense Medals for Meritorious and Exceptional Civilian Service, respectively.
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Brendan D. Malloy
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46
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Senior Vice President, General Manager, Secure Networks, since 2008. Mr. Malloy joined the Company in 1996, serving initially as a senior account executive before being promoted to director of Department of Defense (“DoD”) Sales, and later to Vice President of DoD Sales. In January 2005, he was appointed Senior Vice President of sales. He currently leads the Secure Networking Solutions organization in support of opportunities in DoD, federal agencies, and the intelligence community, as well as channel relationships through the Telos Partner Program. He held previous sales positions with QMS Federal and Printer Plus. Mr. Malloy is a 1988 graduate of Curry College.
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Richard P. Tracy
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51
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Senior Vice President, Chief Security Officer, Chief Technology Officer. Mr. Tracy joined the Company in October 1986 and held a number of management positions within the Company’s New Jersey operation. In February 1996, he was promoted to Vice President of the Telos information security group and in this capacity established a formidable information security consulting practice. In February 2000, Mr. Tracy was promoted to Senior Vice President for operations and helped launch the Xacta business lines, the Company’s segment focusing on information security. Since that time, Mr. Tracy has pioneered the development of innovative and highly scaleable enterprise risk management technologies that have become industry-leading solutions within the federal government and the financial services verticals. He is the principal inventor listed on four patents for Xacta software. Mr. Tracy assumed the role of Chief Security Officer for Telos and Xacta in 2004 and Chief Technology Officer in 2005. He was President of the Company’s subsidiary, Teloworks, Inc., from 2008 to 2010.
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Name
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Age
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Biographical Information
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Alvin F. Whitehead
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63
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Senior Vice President, General Manager, Secure Communications, since 2008. Mr. Whitehead joined Telos in 1999 as Vice President of New Business Opportunities, focusing on emerging business areas including Information Security, Secure Messaging and Data Integration. In 2000, he became Vice President, Program Management. Prior to Telos, Mr. Whitehead spent 28 years in the Army, retiring as Chief of Staff of the Defense Information Systems Agency (“DISA”). During his four years as Chief of Staff, he was responsible for coordinating the Agency’s 8000-person staff and its $4.0 billion budget. He was instrumental in establishing the DoD’s Computer Emergency Response Team and integrating it into the Global Network Operations Center. Mr. Whitehead has a Bachelor of Arts from Virginia Polytechnic Institute and State University, and a Master of Public Administration from George Washington University.
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Ralph M. Buona
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56
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Vice President, Business Development. Mr. Buona joined the Company in September 1994 and was promoted to Vice President of Business Development in September 1995, cultivating new business in the areas of information operations/assurance, enterprise management, enterprise integration, wireless networking, advanced messaging, and traditional systems integration. During 2007, he oversaw the Company’s Managed Solutions division, and in 2008 he returned to lead the Company’s business development. Prior to joining the Company, he served with Contel Information Systems, Federal Information Technologies, and Cincinnati Bell Information Systems. Mr. Buona began his career as an Air Force officer and concluded with the Air Force Space Command and NORAD where he was responsible for managing software development and IA activities associated with the advanced early warning missile defense systems. He holds a Bachelor of Science degree in Management from the United States Air Force Academy and a Masters of Science in Systems Management from the University of Southern California.
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David S. Easley
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41
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Vice President, Controller. Mr. Easley joined the Company in April 2005 as Director of Finance & Accounting. In October 2005, Mr. Easley was promoted to Controller. Prior to joining the Company, Mr. Easley held various positions, including Controller, for Applied Predictive Technologies, Inc., a software and consulting company, and Senior Accountant with Beers & Cutler PLLC in Washington, D.C. Mr. Easley is a Certified Public Accountant and holds a Bachelor of Science in Accounting from the University of Kentucky.
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Mark Griffin
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52
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President, General Manager, Telos ID. Mr. Griffin joined the Company in 1984 as program manager. He was promoted to Vice President for the Company’s Traditional Business Division in January 2004 and to Vice President, Identity Management, effective January 2007. He was appointed in April 2007 to head the newly formed Telos ID. Mr. Griffin has over 20 years experience in government IT contracting, materials management and systems integration projects in the electronics and communications fields. He has been involved in day-to-day operations of and has had overall management responsibility for many of Telos’ most critical programs for the Army, Navy, Federal Aviation Administration, DMDC, General Services Administration and Immigration and Naturalization Services. Mr. Griffin holds a Bachelor of Science in Engineering from Virginia Polytechnic Institute and State University.
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Francis M. Masters
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67
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Vice President, Secure Communications. Mr. Masters joined the Company in 1999 as an automated message handling systems engineer and program manager and was appointed Vice President, Secure Messaging Solutions, in October 2005. Before joining Telos, Mr. Masters served in the U.S. Air Force for 20 years as an air intelligence officer, targeting officer and signals intelligence officer. He also has extensive experience as a systems architect and project engineer and served as Vice President of Communications Systems at California Microwave Inc., now the California Microwave Systems division of Northrop Grumman, between February 1987 and July 1999. Mr. Masters earned a Bachelor of Arts in government and economics from the University of North Texas in 1966 and attended the Law School at the University of Houston beginning in 1967. Additionally, he is a graduate of the Air Force School of Applied Cryptologic Sciences and the U.S. Air Force’s Squadron Officer School and Air Command and Staff College. He is a member of the Armed Forces Communications and Electronics Association.
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Rinaldi D. Pisani
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43
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Vice President, Information Assurance. Mr. Pisani joined the Company in 2000 as senior U.S. Army account manager and team lead. He was later promoted to Director of U.S. Army and DoD sales, and then to Vice President of Business Development for Information Assurance. Effective January 2010, Mr. Pisani was appointed to Vice President, Information Assurance. He provides oversight and management for information assurance solutions including Xacta IA Manager, Telos’ IT GRC solution, and IA services offerings for customers in the DoD, federal agencies, and the intelligence community. Prior to joining the Company, Mr. Pisani held several positions with Westwood Computer, leaving as their national government sales manager. Mr. Pisani is a graduate of Georgetown University, with a B.S. in Foreign Service, International Economics. He is a member of the Armed Forces Communications and Electronics Association (AFCEA) and the Association of the United States Army (AUSA).
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Name
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Age
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Biographical Information
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Emmett J. Wood
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41
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Vice President, Marketing. Mr. Wood joined the Company in 1996 and worked in various roles at Telos and Enterworks, Inc. in both a marketing and business development capacity. He worked on the federal sales team, commercial and partner/channel groups and most recently served as director of commercial and channel sales. In January 2010 he was promoted to Vice President, Marketing. He is responsible for brand management, marketing communications, sponsorships and events, media and analyst relations, government relations, employee communications and corporate community relations. Previously, he also worked in the sales and marketing groups at Dow Jones, Inc. and The Wall Street Journal. Mr. Wood is a graduate of Georgetown University, with a B.A. in political science. Mr. Wood is the brother of Mr. John B. Wood, the President, Chief Executive Officer and Chairman of the Board of the Company.
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Bernard C. Bailey, Chairman
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William M. Dvoranchik
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Charles S. Mahan, Jr.
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2011
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2010
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|||||||
BDO USA, LLP:
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||||||||
Audit fees
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$ | 481,000 | $ | 467,000 | ||||
Audit-related fees
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---- | ---- | ||||||
Tax fees (1)
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$ | 69,000 | $ | 60,000 | ||||
All other fees
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---- | ---- | ||||||
Total
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$ | 550,000 | $ | 527,000 |
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·
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To attract and retain highly talented and results-oriented executives who are critical to our long-term success and growth;
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·
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To align the goals of our key employees, including our named executive officers, with the best interests of the Company;
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·
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To reward performance; and
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·
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To achieve shareholder value.
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·
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Compensation should consist of fixed and at-risk compensation, with the at-risk compensation encouraging improved annual and long-term performance.
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·
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Compensation should be a mix of annual and long-term compensation, with the long-term compensation encouraging retention and attainment of long-term performance goals.
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·
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Compensation should be a mix of cash and equity, with cash rewarding achievement of goals and equity encouraging retention and long-term performance. Additionally, the Compensation Committee continues to believe in equity ownership by the management team to align the interests of management with our long-term corporate performance.
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Name
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2011 Base Salary
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2010 Base Salary
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Increase
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Percentage
Increase
|
||||||||||||
John B. Wood
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$ | 560,000 | $ | 560,000 | $ | ---- | ---- | |||||||||
Michele Nakazawa
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325,000 | 325,000 | ---- | ---- | ||||||||||||
Michael P. Flaherty
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350,000 | 350,000 | ---- | ---- | ||||||||||||
Edward L. Williams
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360,000 | 360,000 | ---- | ---- | ||||||||||||
Brendan D. Malloy
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240,000 | 221,179 | 18,821 | 8.5 | % |
Executive Officer
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Target Amount
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Bonus Paid
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||||||
John B. Wood
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$ | 650,000 | $ | 700,000 | ||||
Michele Nakazawa
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225,000 | 275,000 | ||||||
Michael P. Flaherty
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150,000 | 25,000 | ||||||
Edward L. Williams
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275,000 | 300,000 |
Name and Principal Position
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Year
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Salary
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Bonus (1)
|
Restricted
Stock
Awards (2)
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All Other
Compensation (4)
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Total
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||||||||||||||||
John B. Wood
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2011
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$ | 560,000 | $ | 700,000 | $ | 7,343 | $ | 29,504 | $ | 1,296,847 | |||||||||||
Chairman, President and CEO
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2010
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559,092 | 675,000 | ---- | 41,686 | 1,275,778 | ||||||||||||||||
2009
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535,625 | 575,000 | ---- | 55,977 | 1,166,602 | |||||||||||||||||
Michele Nakazawa
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2011
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325,000 | 275,000 | 2,148 | 11,867 | 614,015 | ||||||||||||||||
Executive V.P. and CFO
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2010
|
323,675 | 240,000 | ---- | 13,607 | 577,282 | ||||||||||||||||
2009
|
293,750 | 230,000 | ---- | 24,533 | 548,283 | |||||||||||||||||
Michael P. Flaherty(3)
|
2011
|
350,000 | 25,000 | 250 | 34,487 | 409,737 | ||||||||||||||||
Former Exec. V.P., General
|
2010
|
349,617 | 85,000 | ---- | 35,953 | 470,570 | ||||||||||||||||
Counsel and CAO
|
2009
|
341,350 | 175,000 | ---- | 43,916 | 560,266 | ||||||||||||||||
Edward L. Williams
|
2011
|
360,000 | 300,000 | 2,540 | 29,987 | 692,527 | ||||||||||||||||
Exec. V.P. and COO
|
2010
|
359,633 | 300,000 | ---- | 27,966 | 687,599 | ||||||||||||||||
2009
|
351,750 | 300,000 | ---- | 36,878 | 688,628 | |||||||||||||||||
Brendan D. Malloy
|
2011
|
225,100 | 175,500 | 2,250 | 8,223 | 411,073 | ||||||||||||||||
Senior V.P. – Secure Networks
|
2010
|
221,179 | 150,000 | ---- | 17,599 | 388,778 | ||||||||||||||||
2009
|
221,729 | 200,000 | ---- | 27,893 | 449,622 |
|
(1)
|
Amounts reported in this category relate to payments pursuant to the short-term incentive compensation plan described on pages 18-19 of the Proxy Statement.
|
|
(2)
|
Represents the grant date fair value of the shares issued under the 2008 Plan. See assumptions made in the valuation of these awards for financial statement reporting purposes in accordance with ASC 718 in Note 1 – Summary of Significant Accounting Policies to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.
|
|
(3)
|
Effective March 31, 2012, Mr. Flaherty resigned as Executive Vice President, General Counsel, and Chief Administrative Officer of Telos.
|
|
(4)
|
Amounts presented consist of the following:
|
Name
|
Year
|
Life
Insurance
and Long-
Term
Disability
Premiums
|
Savings
Plan
Company
Match
|
Golf Club
Membership
|
Total All
Other
Compensation
|
|||||||||||||
John B. Wood
|
2011
|
$ | 10,729 | $ | 4,900 | $ | 13,875 | $ | 29,504 | |||||||||
Michele Nakazawa
|
2011
|
6,967 | 4,900 | ---- | 11,867 | |||||||||||||
Michael P. Flaherty
|
2011
|
16,087 | 4,900 | 13,500 | 34,487 | |||||||||||||
Edward L. Williams
|
2011
|
11,587 | 4,900 | 13,500 | 29,987 | |||||||||||||
Brendan D. Malloy
|
2011
|
360 | 3,678 | 4,185 | 8,223 |
Name
|
All other Stock
Awards; Number
of Shares of Stock
or Units
|
Grant Date Fair
Value of Stock and
Option Awards
|
||||||
John B. Wood
|
734,255 | $ | 7,343 | |||||
Michele Nakazawa
|
214,750 | 2,148 | ||||||
Michael P. Flaherty
|
25,000 | 250 | ||||||
Edward L. Williams
|
254,024 | 2,540 | ||||||
Brendan D. Malloy
|
225,000 | 2,250 |
Name
|
Number of Shares
or Units of Stock
That Have Not
Vested
(#) (1)
|
Market Value of
Shares or Units of
Stock That Have
Not Vested
($)(1)
|
||||||
John B. Wood
|
550,691 | $ | 5,507 | |||||
Michele Nakazawa
|
161,062 | 1,611 | ||||||
Michael P. Flaherty
|
18,750 | 188 | ||||||
Edward L. Williams
|
190,518 | 1,905 | ||||||
Brendan D. Malloy
|
168,750 | 1,688 |
Name
|
Number of Shares
Acquired on
Vesting
(#)
|
Value Realized on
Vesting
($)(1)
|
||||||
John B. Wood
|
1,124,180 | $ | 11,242 | |||||
Michele Nakazawa
|
228,750 | 2,288 | ||||||
Michael P. Flaherty
|
222,500 | 2,225 | ||||||
Edward L. Williams
|
332,256 | 3,323 | ||||||
Brendan D. Malloy
|
181,250 | 1,813 |
John B. Wood
|
Salary
Continuation
for 24
Months
|
Accrued
and Unused
Vacation as
of
December 31,
2011
|
Continuation
of Medical/
Welfare
Benefits for
24 Months
|
Cash
Equivalent
of Company
Match to
401(k) for
24 Months
|
Total
|
Number of
Shares of
Restricted
Stock
That Would
Vest
|
||||||||||||||||||
Termination without cause
|
$ | 1,120,000 | $ | 64,615 | $ | 59,917 | $ | 9,800 | $ | 1,254,332 | 550,691 | |||||||||||||
Termination due to disability
|
1,120,000 | 64,615 | 59,917 | 9,800 | 1,254,332 | 550,691 | ||||||||||||||||||
Termination due to death
|
1,120,000 | 64,615 | 59,917 | 9,800 | 1,254,332 | 550,691 | ||||||||||||||||||
Termination for cause
|
---- | 64,615 | ----- | ---- | 64,615 | ---- | ||||||||||||||||||
Voluntary termination
|
---- | 64,615 | ----- | ---- | 64,615 | ---- |
Michele Nakazawa
|
Salary
Continuation
for 18
Months
|
Accrued
and Unused
Vacation as
of
December 31,
2011
|
Continuation
of Medical/
Welfare
Benefits for
18 Months
|
Cash
Equivalent
of
Company
Match to
401(k) for
18 Months
|
Total
|
Number of
Shares of
Restricted
Stock
That Would
Vest
|
||||||||||||||||||
Termination without cause
|
$ | 487,500 | $ | 31,250 | $ | 37,116 | $ | 7,350 | $ | 563,216 | 161,062 | |||||||||||||
Termination due to disability
|
487,500 | 31,250 | 37,116 | 7,350 | 563,216 | 161,062 | ||||||||||||||||||
Termination due to death
|
487,500 | 31,250 | 37,116 | 7,350 | 563,216 | 161,062 | ||||||||||||||||||
Termination for cause
|
---- | 31,250 | ----- | ---- | 31,250 | ---- | ||||||||||||||||||
Voluntary termination
|
---- | 31,250 | ----- | ---- | 31,250 | ---- |
Michael P. Flaherty
|
Salary
Continuation
for 18
Months
|
Accrued
and Unused
Vacation as
of
December 31,
2011
|
Continuation
of Medical/
Welfare
Benefits for
18 Months
|
Cash
Equivalent
of Company
Match to
401(k) for
18 Months
|
Total
|
Number of
Shares of
Restricted
Stock
That Would
Vest
|
||||||||||||||||||
Termination without cause
|
$ | 525,000 | $ | 33,654 | $ | 55,367 | $ | 7,350 | $ | 621,371 | 18,750 | |||||||||||||
Termination due to disability
|
525,000 | 33,654 | 55,367 | 7,350 | 621,371 | 18,750 | ||||||||||||||||||
Termination due to death
|
525,000 | 33,654 | 55,367 | 7,350 | 621,371 | 18,750 | ||||||||||||||||||
Termination for cause
|
---- | 33,654 | ----- | ---- | 33,654 | ---- | ||||||||||||||||||
Voluntary termination
|
---- | 33,654 | ----- | ---- | 33,654 | ---- |
Edward L. Williams
|
Salary
Continuation
for 18
Months
|
Accrued
and Unused
Vacation as
of
December 31,
2011
|
Continuation
of Medical/
Welfare
Benefits for
18 Months
|
Cash
Equivalent
of Company
Match to
401(k) for
18 Months
|
Total
|
Number of
Shares of
Restricted
Stock
That Would
Vest
|
||||||||||||||||||
Termination without cause
|
$ | 540,000 | $ | 34,615 | $ | 45,131 | $ | 7,350 | $ | 627,096 | 190,518 | |||||||||||||
Termination due to disability
|
540,000 | 34,615 | 45,131 | 7,350 | 627,096 | 190,518 | ||||||||||||||||||
Termination due to death
|
540,000 | 34,615 | 45,131 | 7,350 | 627,096 | 190,518 | ||||||||||||||||||
Termination for cause
|
---- | 34,615 | ----- | ---- | 34,615 | ---- | ||||||||||||||||||
Voluntary termination
|
---- | 34,615 | ----- | ---- | 34,615 | ---- |
Brendan D. Malloy
|
Salary
Continuation
for 18
Months
|
Accrued
and Unused
Vacation as
of
December 31,
2011
|
Continuation
of Medical/
Welfare
Benefits for
18 Months
|
Cash
Equivalent
of Company
Match to
401(k) for
18 Months
|
Total
|
Number of
Shares of
Restricted
Stock
That would
Vest
|
||||||||||||||||||
Termination without cause
|
$ | 360,000 | $ | 18,462 | $ | 28,022 | $ | 7,350 | $ | 413,834 | 168,750 | |||||||||||||
Termination due to disability
|
360,000 | 18,462 | 28,022 | 7,350 | 413,834 | 168,750 | ||||||||||||||||||
Termination due to death
|
360,000 | 18,462 | 28,022 | 7,350 | 413,834 | 168,750 | ||||||||||||||||||
Termination for cause
|
---- | 18,462 | ---- | ---- | 18,462 | ---- | ||||||||||||||||||
Voluntary termination
|
---- | 18,462 | ---- | ---- | 18,462 | ---- |
Name
|
Fees Paid
|
Stock Awards5
|
All Other
Compensation
|
Total
|
||||||||||||
Bernard Bailey
|
$ | 75,000 | $ | 200 | $ | 5,000 | 1 | $ | 80,200 | |||||||
David Borland
|
60,000 | 200 | ---- | 60,200 | ||||||||||||
William Dvoranchik
|
80,000 | 200 | 5,000 | 1 | 85,200 | |||||||||||
Seth W. Hamot
|
---- | ---- | ---- | ---- | ||||||||||||
Bruce Harris
|
55,000 | 200 | ---- | 55,200 | ||||||||||||
Charles Mahan
|
65,000 | 200 | ---- | 65,200 | ||||||||||||
John W. Maluda
|
45,000 | ---- | 100,000 | 2 | 145,000 | |||||||||||
Robert J. Marino
|
150,000 | 1 | ---- | 19,330 | 4 | 169,330 | ||||||||||
Andrew R. Siegel
|
---- | ---- | ---- | ---- | ||||||||||||
Jerry Tuttle
|
60,000 | 200 | ---- | 60,200 | ||||||||||||
John B. Wood
|
---- | ---- | ---- | ---- | ||||||||||||
$ | 590,000 | $ | 1,200 | $ | 129,330 | $ | 720,530 |
Title of Class
|
Name and Address of
Beneficial Owner
|
Amount and Nature of
Beneficial Ownership as of April 13, 2012
|
Percent of
Class
|
|||
Class A Common Stock
|
Toxford Corporation\
Place de Saint Gervais 1
1211 Geneva
Switzerland
|
15,801,802 shares (A)
|
44.0%
|
|||
Class A Common Stock
|
John R.C. Porter
Chalet Ty Fano, 2 Chemin d’Amon
1936 Verbier
Switzerland
|
15,801,802 shares (A)
|
44.0%
|
|||
Class A Common Stock
|
Telos Corporation Shared
Savings Plan
19886 Ashburn Road
Ashburn, VA 20147
|
3,658,536 shares
|
10.2%
|
|||
Class A Common Stock
|
John B. Wood
|
4,546,093 shares (B)
|
12.7%
|
|||
Class A Common Stock
|
Michael P. Flaherty
|
897,363 shares (B)
|
2.5%
|
|||
Class A Common Stock
|
Edward L. Williams
|
1,432,099 shares (B)
|
4.0%
|
|||
Class A Common Stock
|
Michele Nakazawa
|
917,450 shares (B)
|
2.6%
|
Title of Class
|
Name and Address of
Beneficial Owner
|
Amount and Nature of
Beneficial Ownership as of April 13, 2012
|
Percent of
Class
|
|||
Class A Common Stock
|
Brendan D. Malloy
|
731,669 shares (B)
|
2.0%
|
|||
Class A Common Stock
|
Robert J. Marino
|
590,124 shares (B)
|
1.6%
|
|||
Class A Common Stock
|
Bernard C. Bailey
|
100,000 shares (C)
|
0.3%
|
|||
Class A Common Stock
|
David Borland
|
120,000 shares (C)(D)
|
0.3%
|
|||
Class A Common Stock
|
William M. Dvoranchik
|
100,000 shares (C)
|
0.3%
|
|||
Class A Common Stock
|
Seth W. Hamot
|
----
|
----
|
|||
Class A Common Stock
|
Bruce R. Harris
|
100,000 shares (C)
|
0.3%
|
|||
Class A Common Stock
|
Charles S. Mahan, Jr.
|
100,000 shares (C)
|
0.3%
|
|||
Class A Common Stock
|
John W. Maluda
|
80,000 shares (E)
|
0.2%
|
|||
Class A Common Stock
|
Andrew R. Siegel
|
----
|
----
|
|||
Class A Common Stock
|
Jerry O. Tuttle
|
100,000 shares (C)
|
0.3%
|
|||
Class A Common Stock
|
All officers and directors
as a group (24 persons)
|
11,976,790 shares (F)
|
33.3%
|
|||
Class B Common Stock
|
Graphite Enterprise Trust PLC
Berkley Square House, 4th Floor
London W1J 6BQ England
|
1,681,960 shares
|
41.7%
|
|||
Class B Common Stock
|
Graphite Enterprise Trust LP
Berkley Square House, 4th Floor
London W1J 6BQ England
|
420,490 shares
|
10.4%
|
|||
Class B Common Stock
|
North Atlantic Smaller Companies Investment Trust PLC
c/o North Atlantic Value LLP
Ground Floor, Ryder Court
14 Ryder Street
London SW1Y 6QB England
|
1,186,720 shares
|
29.4%
|
|||
Class B Common Stock
|
John B. Wood
|
194,888 shares
|
4.8%
|
|||
Class B Common Stock
|
Michele Nakazawa
|
125,000 shares
|
3.1%
|
|||
Class B Common Stock
|
Michael P. Flaherty
|
100,000 shares
|
2.5%
|
|||
Class B Common Stock
|
Brendan D. Malloy
|
100,000 shares
|
2.5%
|
|||
Class B Common Stock
|
Edward L. Williams
|
100,000 shares
|
2.5%
|
|||
Class B Common Stock
|
All officers and directors
as a group (6 persons)
|
669,888 shares
|
16.6%
|
|||
Series A-1 Redeemable Preferred Stock
|
North Atlantic Smaller Companies Investment Trust PLC
c/o North Atlantic Value LLP, Ground Floor, Ryder Court
14 Ryder Street
London SW1Y 6QB England
|
54 shares
|
5.8%
|
|||
Series A-1 Redeemable Preferred Stock
|
Graphite Enterprise Trust PLC
Berkley Square House, 4th Floor
London W1J 6BQ England
|
85 shares
|
9.2%
|
Title of Class
|
Name and Address of
Beneficial Owner
|
Amount and Nature of
Beneficial Ownership as of April 13, 2012
|
Percent of
Class
|
|||
Series A-1 Redeemable Preferred Stock
|
Toxford Corporation
Place de Saint Gervais 1
1211 Geneva
Switzerland
|
763 shares (G)
|
82.7%
|
|||
Series A-1 Redeemable Preferred Stock
|
John R.C. Porter
Chalet Ty Fano, 2 Chemin d’Amon
1936 Verbier
Switzerland
|
763 shares (G)
|
82.7%
|
|||
Series A-2 Redeemable Preferred Stock
|
North Atlantic Smaller Companies Investment Trust PLC
c/o North Atlantic Value LLP
Ground Floor, Ryder Court
14 Ryder Street
London SW1Y 6QB England
|
75 shares
|
5.8%
|
|||
Series A-2 Redeemable Preferred Stock
|
Graphite Enterprise Trust PLC
Berkley Square House, 4th Floor
London W1J 6BQ England
|
119 shares
|
9.2%
|
|||
Series A-2 Redeemable Preferred Stock
|
Toxford Corporation
Place de Saint Gervais 1
1211 Geneva, Switzerland
|
1,069 shares (H)
|
82.7%
|
|||
Series A-2 Redeemable Preferred Stock
|
John R.C. Porter
Chalet Ty Fano, 2 Chemin d’Amon
1936 Verbier
Switzerland
|
1,069 shares (H)
|
82.7%
|
|||
12% Cumulative
Exchangeable Redeemable
Preferred Stock
|
Value Partners, Ltd.
Ewing & Partners
Ewing Asset Management, LLC
Timothy G. Ewing
4514 Cole Avenue, Suite 740
Dallas, TX 75205
|
281,798 shares (I)
|
8.8%
|
|||
12% Cumulative
Exchangeable Redeemable
Preferred Stock
|
Wynnefield Partners Small Cap Value, L.P.
Wynnefield Partners Small Cap Value, L.P. I
Channel Partnership II, L.P.
Wynnefield Small Cap Value Offshore Fund, Ltd.
Wynnefield Capital Management, LLC
Wynnefield Capital, Inc.
Nelson Obus
Joshua Landes
450 Seventh Avenue, Suite 509
New York, NY 10123
|
373,500 shares (J)
|
11.7%
|
|||
12% Cumulative
Exchangeable Redeemable
Preferred Stock
|
Minerva Advisors, LLC
David P. Cohen
50 Monument Road, Suite 201
Bala Cynwyd, PA 19004
|
184,722 shares (K)
|
5.8%
|
|||
12% Cumulative
Exchangeable Redeemable
Preferred Stock
|
Victor Morgenstern
Faye Morgenstern
Judd Morgenstern
Morningstar Trust - Faye Morgenstern Trustee
106 Vine Avenue
Highland Park, IL 60035
|
182,000 shares (L)
|
5.7%
|
Title of Class
|
Name and Address of
Beneficial Owner
|
Amount and Nature of
Beneficial Ownership as of April 13, 2012
|
Percent of
Class
|
|||
12% Cumulative
Exchangeable Redeemable
Preferred Stock
|
Costa Brava Partnership III, LP
Roark, Rearden & Hamot, LLC
Seth W. Hamot
222 Berkeley Street, 17th Floor
Boston, MA 02116
|
405,172 shares (M)
|
12.7%
|
|||
12% Cumulative
Exchangeable Redeemable
Preferred Stock
|
NSB Advisors LLC
200 Westage Center Drive, Suite 228
Fishkill, NY 12524
|
752,074 shares (N) |
23.6%
|
(A)
|
Includes 15,328,480 shares held directly by Toxford Corporation and 473,322 shares held directly by Mr. Porter. Mr. Porter is the sole stockholder of Toxford Corporation.
|
(B)
|
Includes 40,981, 7,363, 6,669, 28,072, 32,099, and 2,450 shares of the Class A Common Stock held for the benefit of Messrs. Wood, Flaherty, Malloy, Marino and Williams, and Ms. Nakazawa, respectively, by the Telos Corporation Shared Savings Plan. Also includes 367,127, 12,500, 112,500, 127,012, and 107,375 non-vested, restricted shares of the Class A Common Stock held by Messrs. Wood, Flaherty, Malloy, and Williams, and Ms. Nakazawa, respectively, under the 2008 Omnibus Long-Term Incentive Plan.
|
(C)
|
Includes 10,000 non-vested, restricted shares of the Class A Common Stock granted under the 2008 Omnibus Long-Term Incentive Plan.
|
(D)
|
Mr. Borland holds options to acquire 20,000 shares of the Class A Common Stock, which are exercisable within 60 days of April 13, 2012.
|
(E)
|
Includes 20,000 non-vested, restricted shares of the Class A Common Stock granted under the 2008 Omnibus Long-Term Incentive Plan.
|
(F)
|
Includes 198,726 shares of the Class A Common Stock held for the benefit of the executive officers by the Telos Corporation Shared Savings Plan, and 1,070,889 non-vested, restricted shares of the Class A Common Stock issued under the 2008 Omnibus Long-Term Incentive Plan.
|
(G)
|
Includes 705 shares held directly by Toxford Corporation and 58 shares held directly by Mr. Porter.
|
(H)
|
Includes 987 shares held directly by Toxford Corporation and 82 shares held directly by Mr. Porter.
|
(I)
|
According to the Schedule 13D/A (Amendment No. 14) filed on February 24, 2012, by Value Partners Ltd. (“VP”), Ewing & Partners (“E&P”), Ewing Asset Management LLC (“EAM”), and Timothy G. Ewing. E&P, as the general partner of VP, may direct the vote and disposition of the shares of Public Preferred Stock held by VP. Mr. Ewing and EAM, as the partners of E&P, may be deemed to have the power to direct the vote and disposition of the shares of Public Preferred Stock held by VP.
|
(J)
|
Wynnefield Partners Small Cap Value, L.P., (“WPSCV”), Wynnefield Partners Small Cap Value L.P. I (“WPSCVI”), Channel Partnership II, L.P. (“CP”), Wynnefield Small Cap Value Offshore Fund, Ltd. (“WSCVOF”), Wynnefield Capital Management, LLC (“WCM”), Wynnefield Capital, Inc. (“WCI”), Mr. Nelson Obus and Mr. Joshua H. Landes filed a joint Schedule 13D/A (Amendment No. 10) on March 8, 2007 indicating that WCM is the general partner of WPSCV and WPSCVI and has the sole power to direct the voting and disposition of the shares beneficially owned by WPSCV and WPSCVI. Messrs. Obus and Landes are the co-managing members of WCM, and each shares with the other the power to direct the voting and disposition of the shares that WCM may be deemed to beneficially own. WCI is the sole investment manager of WSCVOF and has the sole power to direct the voting and disposition of the shares that WSCVOF beneficially owns. Messrs. Obus and Landes are executive officers of WCI and each shares with the other the power to direct the voting and disposition of the shares that WCI may be deemed to beneficially own. Mr. Obus is the general partner of CP and has the sole power to direct the voting and disposition of the shares beneficially owned by CP. WPSCV has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of 131,800 shares. WSCVOF has the sole voting and dispositive power with respect to 85,400 shares. WPSCVI has the sole voting and dispositive power with respect to 142,800 shares. CP has the sole voting and dispositive power with respect to 13,500 shares. Mr. Obus has the sole voting and dispositive power with respect to 13,500 shares, and shared voting and dispositive power with respect to 360,000 shares. Mr. Landes has shared voting and dispositive power with respect to 360,000 shares. WCM has the sole voting and dispositive power with respect to 274,600 shares. WCI has the sole voting and dispositive power with respect to 85,400 shares.
|
(K)
|
Minerva Advisors, LLC (“MA”), and Mr. David Cohen filed a joint Schedule 13G on February 14, 2012, indicating that MA and Mr. Cohen each has shared voting and dispositive power with respect to 115,346 shares; MA has the sole voting and dispositive power with respect to 61,943 shares, and Mr. Cohen has sole voting and dispositive power with respect to 69,376 shares.
|
(L)
|
Victor Morgenstern (“VM”), Faye Morgenstern (“FM”), Judd Morgenstern (“JM”), Jennifer Morgenstern Irrevocable Trust (“Jennifer Trust”), Robyn Morgenstern Irrevocable Trust (“Robyn Trust”), and Judd Morgenstern Irrevocable Trust (“Judd Trust”), filed a joint Schedule 13D/A (Amendment No. 1) on March 10, 2009, indicating that VM has the sole power to vote and dispose of 50,000 shares, and shared power to dispose of 132,000 shares; FM has the sole power to vote 17,000 shares and shared power to dispose 92,000 shares; JM has the sole power to vote 40,000 shares and shared power to dispose 115,000 shares; Jennifer Trust has the sole voting and dispositive power with respect to 25,000 shares; Robyn Trust has the sole voting and dispositive power with respect to 25,000 shares; and Judd Trust has the sole voting and dispositive power with respect to 25,000 shares.
|
(M)
|
According to the Schedule 13D/A (Amendment No. 27) filed on October 29, 2010, by Costa Brava Partnership III L.P., Roark, Rearden & Hamot, LLC, and Seth W. Hamot, the three filers have sole voting and dispositive power with respect to the 405,172 shares.
|
(N)
|
According to the Schedule 13G/A filed on February 14, 2012, by NSB Advisors LLC, the filer has sole dispositive power with respect to the 752,074 shares.
|
Plan Category
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
Number of securities
remaining available
for future issuance
under plans
(excluding securities
listed in the first
column)
|
|||||||||
Equity compensation plans approved by security holders:
|
|
|
|
|||||||||
1. 1996 Stock Option Plan
|
20,000 | $ | 0.62 |
None
|
||||||||
2. 2008 Plan
|
None
|
N/A | 264,741 | |||||||||
Equity compensation plans not approved by security holders
|
None
|
N/A |
None
|