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Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance

															Value of Initial Fixed $100 Investment Based on:
Year			Summary Compensation Table Total for PEO⁽¹⁾			Compensation Actually Paid to PEO⁽²⁾			Average Summary Compensation Table Total for Non-PEO Named Executive Officers⁽³⁾			Average Compensation Actually Paid to Non-PEO Named Executive Officers⁽⁴⁾			Total Shareholder Return			Peer Group⁽⁵⁾ Total Shareholder Return			Net Income			Total Revenue
2023			$1,249,826			$(12,929)			$1,009,950			$622,506			$21.47			$124.27			$(34,473,000)			$145,378,000
2022			10,727,344			2,383,319			4,645,884			605,348			29.94			64.89			(53,428,000)			216,887,000
2021			12,197,174			5,857,632⁽⁷⁾			8,744,031			4,489,920⁽⁸⁾			90.71			149.93			(43,134,000)			242,433,000
2020			3,242,786			3,242,786			1,398,079			1,398,079			194.00⁽⁶⁾			136.17⁽⁶⁾			6,841,000			179,917,000

(1)	The Principal Executive Officer (PEO) for the reporting periods is Mr. John B. Wood, Chairman and Chief Executive Officer.

(2)	The calculations for compensation actually paid (for both PEO and NEOs) are set forth below the footnotes to this table.

(3)

The Named Executive Officers (NEOs), other than the PEO, for 2023 were Messrs. Bendza, Griffin, and Robbins. For 2022, the NEOs were: Messrs. Bendza, Robbins, Griffin and Brendan Malloy. For 2021, the NEOs were: Messrs. Bendza, Malloy, Griffin, Edward Williams, Jefferson Wright, and Ms. Michele Nakazawa. For 2020, the NEOs were Messrs. Williams, Wright, Malloy, and Ms. Nakazawa.

(4)

Average compensation actually paid to non-PEO NEOs in 2021 and 2022 is significantly impacted by a one-time equity award to Mark Griffin in 2021, valued at $29 million at the time of grant. Mr. Griffin’s award was granted to reflect his role in the creation of value in Telos ID as reflected in its purchase price in connection with our IPO, and to align his compensation with similarly-situated Company executives.

(5)	The Peer Group consists of: CrowdStrike Holdings, Inc., LiveRamp Holdings, Inc., Okta, Inc., OneSpan, Inc., Perficient, Inc., Qualys, Inc., Rapid7, Inc., SecureWorks Corp., Tenable Holdings, Inc., Varonis Systems, Inc., and ZScaler, Inc.

(6)	From registration date, Nov 18, 2020, until year end.

(7)	Incorrectly reported as $3,635,332 in the 2023 Proxy Statement. See the table below.

(8)	Incorrectly reported as $4,003,784 in the 2023 Proxy Statement. See the table below.

Compensation actually paid or “CAP” are amounts calculated in accordance with applicable SEC rules and do not, necessarily, correlate to the total amount of cash or equity compensation that the executive actually realized or was paid during any fiscal year. The CAP is a calculation that includes, for example, the increase (or decrease) in value of certain elements of compensation (i.e., equity compensation) over the fiscal year, even if granted in a prior year. The amounts that the executive will ultimately receive with respect to these types of compensation (i.e., when and if the equity awards vest) are likely to be different from the amounts disclosed in this Pay versus Performance disclosure.

			PEO												Non-PEO NEOs
			2023			2022			2021			2020			2023			2022			2021			2020
Summary Compensation Table Total			$1,249,826			$10,727,344			$12,197,174			$3,242,786			$1,009,950			$4,645,884			$8,744,031			$1,398,079
Reported Value of Equity Awards						(10,078,653)			(11,555,141)			—						(4,243,650)			(8,374,035)			—
Year End Fair Value of Equity Awards Granted during the Year that are Outstanding and Unvested at End of Year						2,612,682			5,215,599			—						1,129,533			3,542,591			—
Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested at End of Year			(83,013)			(2,789,110)			—			—			(54,364)			(1,393,982)			—			—
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year						2,095,291			—			—						861,098			577,333			—
Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			(446,181)			(184,235)			—			—			(245,902)			(393,536)			—			—
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Fiscal Year			(733,561)			—			—⁽¹⁾			—			(87,178)			—			—⁽¹⁾			—

			PEO												Non-PEO NEOs
			2023			2022			2021			2020			2023			2022			2021			2020
Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation						—			—			—			—			—			—			—
Total Equity Award Adjustments			(1,262,755)			(8,344,025)			(6,339,542)			—			(387,444)			(4,040,536)			(4,254,111)			—
Reported Change in the Actuarial Present Value of Pension Benefits						—			—			—						—			—			—
Pension Benefit Adjustments						—			—			—						—			—			—
Compensation Actually Paid			(12,929)			2,383,319			5,857,632			3,242,786			622,506			605,348			4,489,920			1,398,079

(1)

The Proxy Statement for our 2023 Annual Meeting of Stockholders incorrectly reported this figure in 2021 as ($2,222,300) for the CEO and ($447,103) for the average Non-PEO NEO. The awards reflected in our prior year Proxy Statement for this Item for 2021 were forfeited in 2023, and should not have been included (as deductions) in the calculations of Compensation Actually Paid for 2021. As a result, the Compensation Actually Paid to our CEO and Non-PEO NEOs for 2021 has been corrected in the table above.

Company Selected Measure Name

Total Revenue

Named Executive Officers, Footnote

(1)	The Principal Executive Officer (PEO) for the reporting periods is Mr. John B. Wood, Chairman and Chief Executive Officer.

(3)

The Named Executive Officers (NEOs), other than the PEO, for 2023 were Messrs. Bendza, Griffin, and Robbins. For 2022, the NEOs were: Messrs. Bendza, Robbins, Griffin and Brendan Malloy. For 2021, the NEOs were: Messrs. Bendza, Malloy, Griffin, Edward Williams, Jefferson Wright, and Ms. Michele Nakazawa. For 2020, the NEOs were Messrs. Williams, Wright, Malloy, and Ms. Nakazawa.

Peer Group Issuers, Footnote

(5)	The Peer Group consists of: CrowdStrike Holdings, Inc., LiveRamp Holdings, Inc., Okta, Inc., OneSpan, Inc., Perficient, Inc., Qualys, Inc., Rapid7, Inc., SecureWorks Corp., Tenable Holdings, Inc., Varonis Systems, Inc., and ZScaler, Inc.

PEO Total Compensation Amount

$ 1,249,826

$ 10,727,344

$ 12,197,174

$ 3,242,786

PEO Actually Paid Compensation Amount

$ (12,929)

2,383,319

5,857,632

3,242,786

Adjustment To PEO Compensation, Footnote

(2)	The calculations for compensation actually paid (for both PEO and NEOs) are set forth below the footnotes to this table.

Compensation actually paid or “CAP” are amounts calculated in accordance with applicable SEC rules and do not, necessarily, correlate to the total amount of cash or equity compensation that the executive actually realized or was paid during any fiscal year. The CAP is a calculation that includes, for example, the increase (or decrease) in value of certain elements of compensation (i.e., equity compensation) over the fiscal year, even if granted in a prior year. The amounts that the executive will ultimately receive with respect to these types of compensation (i.e., when and if the equity awards vest) are likely to be different from the amounts disclosed in this Pay versus Performance disclosure.

			PEO												Non-PEO NEOs
			2023			2022			2021			2020			2023			2022			2021			2020
Summary Compensation Table Total			$1,249,826			$10,727,344			$12,197,174			$3,242,786			$1,009,950			$4,645,884			$8,744,031			$1,398,079
Reported Value of Equity Awards						(10,078,653)			(11,555,141)			—						(4,243,650)			(8,374,035)			—
Year End Fair Value of Equity Awards Granted during the Year that are Outstanding and Unvested at End of Year						2,612,682			5,215,599			—						1,129,533			3,542,591			—
Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested at End of Year			(83,013)			(2,789,110)			—			—			(54,364)			(1,393,982)			—			—
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year						2,095,291			—			—						861,098			577,333			—
Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			(446,181)			(184,235)			—			—			(245,902)			(393,536)			—			—
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Fiscal Year			(733,561)			—			—⁽¹⁾			—			(87,178)			—			—⁽¹⁾			—

			PEO												Non-PEO NEOs
			2023			2022			2021			2020			2023			2022			2021			2020
Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation						—			—			—			—			—			—			—
Total Equity Award Adjustments			(1,262,755)			(8,344,025)			(6,339,542)			—			(387,444)			(4,040,536)			(4,254,111)			—
Reported Change in the Actuarial Present Value of Pension Benefits						—			—			—						—			—			—
Pension Benefit Adjustments						—			—			—						—			—			—
Compensation Actually Paid			(12,929)			2,383,319			5,857,632			3,242,786			622,506			605,348			4,489,920			1,398,079

(1)

The Proxy Statement for our 2023 Annual Meeting of Stockholders incorrectly reported this figure in 2021 as ($2,222,300) for the CEO and ($447,103) for the average Non-PEO NEO. The awards reflected in our prior year Proxy Statement for this Item for 2021 were forfeited in 2023, and should not have been included (as deductions) in the calculations of Compensation Actually Paid for 2021. As a result, the Compensation Actually Paid to our CEO and Non-PEO NEOs for 2021 has been corrected in the table above.

Non-PEO NEO Average Total Compensation Amount

$ 1,009,950

4,645,884

8,744,031

1,398,079

Non-PEO NEO Average Compensation Actually Paid Amount

$ 622,506

605,348

4,489,920

1,398,079

Adjustment to Non-PEO NEO Compensation Footnote

(2)	The calculations for compensation actually paid (for both PEO and NEOs) are set forth below the footnotes to this table.

(4)

Average compensation actually paid to non-PEO NEOs in 2021 and 2022 is significantly impacted by a one-time equity award to Mark Griffin in 2021, valued at $29 million at the time of grant. Mr. Griffin’s award was granted to reflect his role in the creation of value in Telos ID as reflected in its purchase price in connection with our IPO, and to align his compensation with similarly-situated Company executives.

Compensation actually paid or “CAP” are amounts calculated in accordance with applicable SEC rules and do not, necessarily, correlate to the total amount of cash or equity compensation that the executive actually realized or was paid during any fiscal year. The CAP is a calculation that includes, for example, the increase (or decrease) in value of certain elements of compensation (i.e., equity compensation) over the fiscal year, even if granted in a prior year. The amounts that the executive will ultimately receive with respect to these types of compensation (i.e., when and if the equity awards vest) are likely to be different from the amounts disclosed in this Pay versus Performance disclosure.

			PEO												Non-PEO NEOs
			2023			2022			2021			2020			2023			2022			2021			2020
Summary Compensation Table Total			$1,249,826			$10,727,344			$12,197,174			$3,242,786			$1,009,950			$4,645,884			$8,744,031			$1,398,079
Reported Value of Equity Awards						(10,078,653)			(11,555,141)			—						(4,243,650)			(8,374,035)			—
Year End Fair Value of Equity Awards Granted during the Year that are Outstanding and Unvested at End of Year						2,612,682			5,215,599			—						1,129,533			3,542,591			—
Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested at End of Year			(83,013)			(2,789,110)			—			—			(54,364)			(1,393,982)			—			—
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year						2,095,291			—			—						861,098			577,333			—
Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			(446,181)			(184,235)			—			—			(245,902)			(393,536)			—			—
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Fiscal Year			(733,561)			—			—⁽¹⁾			—			(87,178)			—			—⁽¹⁾			—

			PEO												Non-PEO NEOs
			2023			2022			2021			2020			2023			2022			2021			2020
Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation						—			—			—			—			—			—			—
Total Equity Award Adjustments			(1,262,755)			(8,344,025)			(6,339,542)			—			(387,444)			(4,040,536)			(4,254,111)			—
Reported Change in the Actuarial Present Value of Pension Benefits						—			—			—						—			—			—
Pension Benefit Adjustments						—			—			—						—			—			—
Compensation Actually Paid			(12,929)			2,383,319			5,857,632			3,242,786			622,506			605,348			4,489,920			1,398,079

(1)

The Proxy Statement for our 2023 Annual Meeting of Stockholders incorrectly reported this figure in 2021 as ($2,222,300) for the CEO and ($447,103) for the average Non-PEO NEO. The awards reflected in our prior year Proxy Statement for this Item for 2021 were forfeited in 2023, and should not have been included (as deductions) in the calculations of Compensation Actually Paid for 2021. As a result, the Compensation Actually Paid to our CEO and Non-PEO NEOs for 2021 has been corrected in the table above.

Compensation Actually Paid vs. Total Shareholder Return

Description of the Relationship Between Pay and Performance

Compensation Actually Paid vs. Net Income

Description of the Relationship Between Pay and Performance

Compensation Actually Paid vs. Company Selected Measure

Description of the Relationship Between Pay and Performance

Total Shareholder Return Vs Peer Group

Description of the Relationship Between Pay and Performance

Tabular List, Table

Most Important Financial Performance Measures for Linking Executive Pay to Company Performance

•	Total Revenue

•	Adjusted EBITDA⁽¹⁾

•	Stock Price

(1)

Both EBITDA and Adjusted EBITDA are supplemental measures of operating performance that are not made under GAAP and do not represent, and should not be considered as, an alternative to net loss as determined by GAAP. We define EBITDA as net (loss) income attributable to Telos, adjusted for net (loss) income attributable to non-controlling interest, non-operating (income) expense, interest expense, provision for (benefit from) income taxes, and depreciation and amortization. We define Adjusted EBITDA as net income (loss), adjusted for non-operating expense/(income), interest expense, provision for/(benefit from) income taxes, depreciation and amortization, restructuring expenses and stock-based compensation expense.

In the Company’s opinion, Total Revenue is the single most important financial performance measure for linking executive pay to company performance, and is therefore the company-selected measure in the Pay Versus Performance table above.

Total Shareholder Return Amount

$ 21.47

29.94

90.71

194

Peer Group Total Shareholder Return Amount

124.27

64.89

149.93

136.17

Net Income (Loss)

$ (34,473,000)

$ (53,428,000)

$ (43,134,000)

$ 6,841,000

Company Selected Measure Amount

145,378,000

216,887,000

242,433,000

179,917,000

Mr. John B. Wood

Mr. John B. Wood

Mr. John B. Wood

Mr. John B. Wood

PEO Actually Paid Compensation Amount, Before Error Correction

$ 3,635,332

Non-PEO NEO Average Compensation Actually Paid Amount, Before Error Correction

4,003,784

Pay vs Performance Disclosure

Total Revenue

Pay vs Performance Disclosure

Adjusted EBITDA

Non-GAAP Measure Description

(1)

Both EBITDA and Adjusted EBITDA are supplemental measures of operating performance that are not made under GAAP and do not represent, and should not be considered as, an alternative to net loss as determined by GAAP. We define EBITDA as net (loss) income attributable to Telos, adjusted for net (loss) income attributable to non-controlling interest, non-operating (income) expense, interest expense, provision for (benefit from) income taxes, and depreciation and amortization. We define Adjusted EBITDA as net income (loss), adjusted for non-operating expense/(income), interest expense, provision for/(benefit from) income taxes, depreciation and amortization, restructuring expenses and stock-based compensation expense.

Pay vs Performance Disclosure

Stock Price

PEO Adjustment Due to Error Correction [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(2,222,300)

Non-PEO NEO Adjustment Due to Error Correction [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(447,103)

PEO | Total Equity Adjustments [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (1,262,755)

$ (8,344,025)

(6,339,542)

$ 0

PEO | Reported Value of Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(10,078,653)

(11,555,141)

0

PEO | Year End Fair Value of Equity Awards Granted During the Year that are Outstanding and Unvested at End of Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

2,612,682

5,215,599

0

PEO | Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested at End of Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(83,013)

(2,789,110)

0

0

PEO | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

2,095,291

0

0

PEO | Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(446,181)

(184,235)

0

0

PEO | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(733,561)

0

0

0

PEO | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

PEO | Reported Change in the Actuarial Present Value of Pension Benefits [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

PEO | Pension Benefit Adjustments [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

Non-PEO NEO | Total Equity Adjustments [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(387,444)

(4,040,536)

(4,254,111)

0

Non-PEO NEO | Reported Value of Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(4,243,650)

(8,374,035)

0

Non-PEO NEO | Year End Fair Value of Equity Awards Granted During the Year that are Outstanding and Unvested at End of Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,129,533

3,542,591

0

Non-PEO NEO | Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested at End of Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(54,364)

(1,393,982)

0

0

Non-PEO NEO | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

861,098

577,333

0

Non-PEO NEO | Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(245,902)

(393,536)

0

0

Non-PEO NEO | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(87,178)

0

0

0

Non-PEO NEO | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 0

0

0

0

Non-PEO NEO | Reported Change in the Actuarial Present Value of Pension Benefits [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

Non-PEO NEO | Pension Benefit Adjustments [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 0

0

$ 0

Non-PEO NEO | Mark Griffin [Member] | One-Time Equity Award [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 29,000,000