Telos names Mark D. Griffin CEO; Wood executive chairman
Griffin's agreement sets a $440,000 annual base salary, while Wood's salary and benefit terms remain unchanged in his new role.
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Form Type
8-K
Rhea-AI Filing Summary
Telos Corporation (TLS) appointed Mark D. Griffin President and Chief Executive Officer, effective November 2, 2026. John B. Wood moved from CEO to Executive Chairman on the same date; he remains Chairman of the Board and a director. Griffin will oversee day-to-day management and operations. Wood’s transition was not the result of a disagreement with the company.
Griffin’s employment agreement provides an annual base salary of $440,000 and an initial one-year term, automatically renewing for successive one-year periods unless terminated under its terms. For specified terminations, it provides salary continuation or lump-sum payments and related benefits; termination without cause within 12 months following a change in control has a separate bonus-based payment formula. Wood’s salary, bonus and equity eligibility, and benefits remain unchanged; his transition does not trigger severance or accelerated vesting. Telos scheduled its third-quarter 2026 results for November 9, 2026, with a webcast at 9:30 a.m. ET.
Filing Explained
Griffin’s agreement provides that all unvested equity and equity-based awards vest in full if his employment ends because of death, disability, or termination without cause; this is a contingent vesting acceleration, not vesting triggered by his appointment.
8-K Event Classification
3 items: 5.02, 8.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Annual base salary: $440,000
Initial employment agreement term: 1 year
Salary continuation: 24 months
+4 more
7 metrics
Annual base salary
$440,000
Mark D. Griffin's employment agreement
Initial employment agreement term
1 year
Automatically renews for successive one-year periods unless terminated in accordance with its terms
Salary continuation
24 months
For termination by the company without cause or due to disability
Change-in-control termination period
12 months
Termination without cause within this period following a change in control
Change-in-control bonus component
1 times average bonus amount
Included in the specified lump-sum payment following termination without cause within 12 months after a change in control
Third-quarter 2026 results date
November 9, 2026
Results announcement date stated by Telos
Webcast time
9:30 a.m. ET
Webcast to discuss third-quarter results and business outlook
Key Terms
clawback, change in control, COBRA, AD&D, +1 more
5 terms
clawback financial
"All payments under the Employment Agreement are subject to clawback"
A clawback is a contractual or legal right to recover money that was already paid out—often executive bonuses, incentives, or erroneous payments—when certain conditions change, such as fraud, accounting mistakes, or failure to meet performance targets. It matters to investors because clawbacks protect shareholder value by discouraging risky or misleading behavior, can affect future cash flow and executive incentives, and signal stronger governance, much like a store recalling a refund after discovering it was issued in error.
change in control financial
"within 12 months following a change in control"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
COBRA medical
"24 months of COBRA premiums for medical and dental coverage"
COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.
AD&D medical
"24 months of group life and AD&D premiums"
excise tax regulatory
"avoid the excise tax under Section 4999"
An excise tax is a government charge levied on specific goods or activities—often applied per unit or as a percentage of price for items like fuel, tobacco, alcohol, or certain services—similar to a per-item toll added at the point of sale. It matters to investors because excise taxes raise costs for producers and consumers, can shrink profit margins or reduce demand, and therefore may affect a company’s revenues, pricing strategy and valuation.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Who is Telos's new CEO?
Mark D. Griffin became Telos President and Chief Executive Officer effective November 2, 2026, succeeding John B. Wood. Griffin joined Telos in 1984 and most recently served as Executive Vice President of Security Solutions and President and General Manager of Telos Identity Management Solutions, LLC.
What severance does Mark Griffin receive under his Telos employment agreement?
If Telos terminates Griffin without cause or he leaves due to disability, he is entitled to accrued amounts and continued monthly base salary payments for 24 months. If Telos terminates him without cause within 12 months following a change in control, the agreement instead provides accrued amounts and a lump sum equal to 24 months of base salary plus one times his average bonus amount.
Does John Wood receive severance because he became Telos Executive Chairman?
No. The amendment states that Wood’s transition does not constitute termination of his employment or agreement and does not entitle him to severance, benefits, or accelerated vesting.
When will Telos report its third-quarter 2026 results?
Telos scheduled the results for November 9, 2026, and a webcast to discuss the results and business outlook for 9:30 a.m. ET.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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(703 ) 724-3800
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On November 2, 2026, the Board of Directors (the “Board”) of Telos Corporation (the “Company” or “Telos”) appointed Mark D. Griffin to serve as the President and Chief
Executive Officer of the Company, effective as of such date. Mr. Griffin succeeds John B. Wood, who transitioned from President and Chief Executive Officer of the Company to his new role as Executive Chairman of the Company, effective on the same
date. Mr. Wood will continue to serve as a director and as Chairman of the Board, and will report to the Board. In his new role, Mr. Wood’s duties will include presiding at meetings of the Board and of the stockholders; leading the Board in its
oversight of the Company’s strategy, enterprise risk and management succession planning; providing strategic guidance on product development, potential acquisitions, strategic partnerships and other significant transactions; supporting the
Company’s sales efforts and key customer relationships, including with the U.S. government and industry customers; and assisting with the transition of the Chief Executive Officer role. Mr. Griffin will report directly to the Board and will have
general responsibility for the day-to-day management and operations of the Company. Mr. Wood’s transition from the role of Chief Executive Officer was not the result of any disagreement with the Company on any matter relating to the Company’s
operations, policies or practices.
Mr. Griffin, age 66, joined the Company in 1984, most recently serving as its Executive Vice President of Security Solutions since 2021 and as President and General
Manager of Telos Identity Management Solutions, LLC (“Telos ID”), a wholly owned subsidiary of the Company, since 2007. Mr. Griffin brings over 30 years of executive leadership experience in business strategy, operational management,
organizational growth, and the development and delivery of mission-critical security solutions for government and commercial markets. Throughout his tenure at Telos, he has held significant operational and executive leadership responsibilities for
many of the Company’s most strategic programs supporting the U.S. federal government and commercial markets. His long-standing relationships with these customers and deep understanding of their missions and needs reflect the customer intimacy he
has cultivated throughout his career at Telos.
There are no arrangements or understandings between Mr. Griffin and any other person pursuant to which he was selected as an officer of the Company. There are no family
relationships between Mr. Griffin and any director or executive officer of the Company, and Mr. Griffin has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment, the Company and Mr. Griffin entered into an Employment Agreement, dated November 2, 2026 (the “Employment Agreement”), which
supersedes Mr. Griffin’s prior employment agreement with Telos ID dated September 17, 2012. The Employment Agreement has an initial term of one year and automatically renews for successive one-year periods unless terminated in accordance with its
terms. Pursuant to the Employment Agreement, Mr. Griffin will continue to receive an annual base salary of $440,000, and the opportunity to participate in the Company’s annual incentive plan, with any earned bonus payable in cash, equity or a
combination of both at the Company’s discretion. The Employment Agreement also provides that Mr. Griffin will be eligible to receive equity awards under the Company’s long-term equity incentive plans in amounts determined by the Compensation
Committee. It also provides for eligibility to participate in all plans that the Company maintains for its salaried senior executives, including, without limitation, any vacation plan, pension, profit-sharing or other retirement plans, any life,
accident, disability, medical, hospital or similar group insurance programs and any other benefit plan, subject to the normal terms and conditions of such plans, as well as reimbursement of reasonable business expenses. All payments under the
Employment Agreement are subject to clawback to the extent required by applicable law or Company policy.
If Mr. Griffin’s employment is terminated by the Company without cause or due to disability, he will be entitled to accrued amounts and continued payment of his monthly
base salary for 24 months. If his employment terminates due to death, his estate will be entitled to accrued amounts and a lump-sum payment equal to 24 months of base salary. If Mr. Griffin’s employment is terminated by the Company without cause
within 12 months following a change in control (as defined in the Employment Agreement), he will be entitled, in lieu of the foregoing severance, to accrued amounts and a lump-sum payment equal to (i) 24 months of base salary plus (ii) one times his
average bonus amount (based on the target bonus for the year of the change in control and the bonuses received for the two prior years). In each of the foregoing cases, Mr. Griffin (or his estate) will also be entitled to cash payments equal to 24
months of COBRA premiums for medical and dental coverage, 24 months of group life and AD&D premiums (other than upon death), and the Company 401(k) matching contributions he would have received over 24 months, and, upon a termination due to
death, disability or without cause, all unvested equity and equity-based awards will vest in full. Severance is conditioned on Mr. Griffin’s execution of a release of claims and continued compliance with the restrictive covenants in the Employment
Agreement, which include non-competition and non-solicitation covenants for 24 months following termination and perpetual confidentiality obligations. Payments contingent on a change in control will be reduced to the extent necessary to avoid the
excise tax under Section 4999 of the Internal Revenue Code, unless Mr. Griffin would retain a greater after-tax amount without such reduction.
In connection with his transition, the Company and Mr. Wood entered into a First Amendment to Second Amended Employment Agreement, effective as of November 2, 2026 (the
“Amendment”), which amends Mr. Wood’s Second Amended Employment Agreement dated as of November 12, 2012 (the “Wood Agreement”) to reflect his new position, duties, time commitment and reporting relationship as Executive Chairman. Mr. Wood’s annual
base salary, eligibility for annual bonus and equity awards, and benefits under the Wood Agreement remain unchanged. The Amendment provides that Mr. Wood’s transition does not constitute a termination of his employment or of the Wood Agreement,
including a termination without cause or following a change in control, and does not entitle him to any severance payment, benefit or vesting acceleration. Mr. Wood also reaffirmed his non-competition, confidentiality, non-solicitation,
non-disparagement and other restrictive covenant obligations under the Wood Agreement.
The foregoing descriptions of the Employment Agreement and the Amendment do not purport to be complete and are qualified in their entirety by reference to the full text
thereof, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
| Item 8.01. |
Other Events.
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On November 2, 2026, the Company issued a press release announcing the appointment of Mr. Griffin as President and Chief Executive Officer of the Company and the
transition of Mr. Wood to Executive Chairman. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Employment Agreement, dated November 2, 2026, by and between Telos Corporation and Mark D. Griffin*
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10.2
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First Amendment to Second Amended Employment Agreement, effective as of November 2, 2026, by and between Telos Corporation and John B. Wood*
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99.1
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Press Release, issued November 2, 2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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* Management contract or compensatory plan or arrangement.
S I G N A T U R E S
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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TELOS CORPORATION
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By:
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/s/ Mark Bendza
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Mark Bendza
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Chief Financial Officer
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Date: November 2, 2026
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Exhibit 99.1
Telos Board Appoints Executive Vice President Mark Griffin as CEO; John B. Wood to Serve as Executive Chairman
Ashburn, Va. – November 2, 2026 – Telos Corporation (NASDAQ: TLS), a leading
provider of cyber, cloud and enterprise security solutions for the world’s most security-conscious organizations, today announced that its Board of Directors has appointed Executive Vice President Mark Griffin as the company’s Chief Executive
Officer, effective today. John B. Wood will transition from CEO to Executive Chairman, effective today.
“John’s leadership has guided Telos through its turnaround and return to growth, and the Board is grateful for the vision and commitment he has brought to
the company. Mark has spent decades serving Telos; his knowledge of our customers, operations and programs gives the Board confidence in his readiness to lead. We believe Telos can build on its progress under Mark’s leadership, with John’s counsel as
Executive Chairman providing continuity through this transition,” said Fred Schaufeld, a member of Telos’ Board of Directors.
As Executive Chairman, Wood will remain Chairman of the Board and will step away from day-to-day operations and advise the company, focusing on its product
roadmap and long-term sales strategy. He has served as Telos CEO since 1994.
“Mark and I have worked together for 35 years through important chapters in Telos’ growth. Along the way, we’ve cultivated a distinctive customer intimacy
grounded in knowing our customers and understanding their needs. I’m deeply proud of what we’ve accomplished together, and I have full confidence in Mark’s ability to lead Telos into its next chapter. As Executive Chairman, I look forward to
continuing our partnership and supporting him as he leads the company,” said John B. Wood, Executive Chairman of Telos.
Mark Griffin joined Telos in 1984 and currently serves as executive vice president of Security Solutions. He brings more than 30 years of executive
leadership experience spanning business strategy, financial performance and operational execution. In his current role, he leads market expansion, product development and technological innovation, and directs the development and management of
Telos’ intellectual property portfolio. He has held operational responsibility for major programs supporting the U.S. federal government and commercial markets. Telos credits his leadership with contributing to recent growth and improvements in
operational efficiency and profitability.
“I’m honored by the Board’s confidence and grateful to John for his leadership and partnership. I’ve seen firsthand the strength of Telos’ customer
relationships and the commitment of our employees to the missions we support. I look forward to working with our team and customers to build on the company’s recent return to growth and execute its strategic priorities,” said Mark Griffin, Chief
Executive Officer of Telos.
Telos will report its third quarter 2026 financial results on Monday, November 9, 2026.
Management will host a webcast to discuss the results and business outlook at 9:30 a.m. ET.
About Telos Corporation
Telos Corporation (NASDAQ: TLS) empowers and protects the world’s most security-conscious
organizations with efficient, adaptable, and secure solutions that safeguard people, systems, and information. We deliver advanced capabilities across cyber governance, risk, and compliance (GRC) with Xacta®; identity and biometric solutions; secure networks and communications; and TSA PreCheck® enrollment services. Serving the U.S. federal government, regulated industries, and global enterprises, Telos helps customers stay ahead of evolving threats, accelerate compliance, and
achieve mission success. Driven by purpose and guided by our core values, we build trusted partnerships, deliver superior solutions, and help create a more secure, interconnected world. Learn more at www.telos.com.
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