UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No.     )

 

 

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☐	Preliminary Proxy Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☒	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material under §240.14a-12

Mantech International Corporation

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

☒	No fee required.

 

☐	Fee paid previously with preliminary materials.

 

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

2251 Corporate Park Drive

Herndon, VA 20171

April 29, 2022

Dear Fellow Stockholder:

On behalf of ManTech’s Board of Directors and leadership team, I cordially invite you to attend the Annual Meeting of Stockholders of ManTech International Corporation, which will be held at 2251 Corporate Park Drive, Herndon, VA 20171, on Friday, June 10, 2022, at 2:00 pm (EDT).

We have provided details of the business to be conducted at the meeting in the accompanying Notice of Annual Meeting of Stockholders, proxy statement and form of proxy. We encourage you to read these materials so that you may be informed about the business to come before the meeting.

Your participation is important, regardless of the number of shares you own. So that we have an efficient meeting, please sign, date, and return the enclosed proxy card promptly in the accompanying reply envelope. You can find additional information concerning our voting procedures in the accompanying materials.

We intend to hold the Annual Meeting in person. However, we are sensitive to the public health and travel concerns our stockholders may have and recommendations that public health officials may issue in the event of changes in the virus or any variant’s transmutability or infectiousness. As a result, we may impose additional procedures or limitations on Annual Meeting attendees, or we may decide to hold the Annual Meeting at a different location or by means of remote communication. We plan to announce any such updates on our proxy website (https://investor.mantech.com/annual-meeting), and we encourage you to check this website prior to the Annual Meeting if you plan to attend.

We look forward to seeing you at the meeting.

Sincerely,

 

 

Kevin M. Phillips

Chairman of the Board, CEO and President

2251 Corporate Park Drive

Herndon, VA 20171

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD June 10, 2022

The 2022 Annual Meeting of Stockholders (Annual Meeting) of ManTech International Corporation, a Delaware corporation (Company), will be held at 2251 Corporate Park Drive, Herndon, VA 20171, on Friday, June 10, 2022, at 2:00 pm (EDT), for the following purposes, as more fully described in the proxy statement accompanying this notice:

 

1.

To elect seven (7) persons as directors of the Company, each to serve until the 2023 Annual Meeting of Stockholders, or until their respective successors shall have been duly elected and qualified;

 

2.

To ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and

 

3.

To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Stockholders of record at the close of business on April 13, 2022 are entitled to vote at the Annual Meeting. A complete list of stockholders eligible to vote at the Annual Meeting will be available for examination by our stockholders during the ten days prior to the Annual Meeting, between the hours of 9:00 am and 5:00 pm (EDT), at the Company’s offices, located at 2251 Corporate Park Drive, Herndon, VA 20171.

We invite you to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting, your vote is important. Please sign and date the enclosed proxy card, and return it promptly in the accompanying reply envelope, which requires no additional postage. Should you receive more than one proxy because your shares are registered in different names and addresses, each proxy should be signed and returned to vote all your shares.

We intend to hold the Annual Meeting in person. However, we are sensitive to the public health and travel concerns our stockholders may have and recommendations that public health officials may issue in the event of changes in the virus or any variant’s transmutability or infectiousness. As a result, we may impose additional procedures or limitations on Annual Meeting attendees, or we may decide to hold the Annual Meeting at a different location or by means of remote communication. We plan to announce any such updates on our proxy website (https://investor.mantech.com/annual-meeting), and we encourage you to check this website prior to the Annual Meeting if you plan to attend.

The proxy statement and form of proxy are being mailed on or about April 29, 2022.

By Order of the Board of Directors

 

 

Kevin M. Phillips

Chairman of the Board, CEO and President

Herndon, Virginia

April 29, 2022

Important Notice Regarding Availability of Proxy Materials for ManTech’s

Annual Meeting of Stockholders to be Held on June 10, 2022:

The Proxy Statement, our Proxy Card and our Annual Report to Stockholders are available at

https://investor.mantech.com/annual-meeting

Table of Contents

 

GENERAL INFORMATION			1
CORPORATE GOVERNANCE			4
Corporate Governance Guidelines			4
Director Independence			4
Board Leadership Structure			4
Board and Committee Executive Sessions and Independent Directors Meetings			5
Board’s Role in Risk Oversight			5
Board and Committee Self-Evaluations			5
Director Nominations			6
Code of Ethics			6
Communication with Directors			7
Director Attendance at Annual Meeting of Stockholders			7
Availability of Corporate Governance Documents			7
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS			8
Attendance at Board and Committee Meetings			8
Committees of the Board			8
Audit Committee			8
Compensation Committee			9
Nominating and Corporate Governance Committee			10
Retirement Plan Committee			10
Special Programs Oversight Committee			10
Setting Compensation of Non-Employee Directors			11
NON-EMPLOYEE DIRECTOR COMPENSATION TABLE			12
PROPOSAL 1: ELECTION OF DIRECTORS			13
General Information			13
Substitute Nominees			13
Vacancies			13
Information Regarding the Nominees for Election as Directors			13
EXECUTIVE OFFICERS			18
COMPENSATION COMMITTEE REPORT			19
COMPENSATION DISCUSSION AND ANALYSIS			19
Executive Summary			19
Objectives of Our Executive Compensation Program			20
Executive Compensation Setting Process			21

 

i

2021 Named Executive Officer Compensation			22
Agreements with Our Named Executive Officer			26
Other Matters			27
SUMMARY COMPENSATION TABLE			29
GRANTS OF PLAN-BASED AWARDS			30
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END			31
OPTION EXERCISES AND STOCK VESTED			33
POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL			34
CEO PAY RATIO			35
COMPENSATION RISK MANAGEMENT			35
AUDIT COMMITTEE REPORT			36
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS			37
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			39
BENEFICIAL OWNERSHIP OF OUR STOCK			41
Ownership by Our Directors and Executive Officers			41
Ownership by Holders of More Than 5% of Our Class A Common Stock			42
STOCKHOLDER PROPOSALS			45
INCORPORATION BY REFERENCE AND OTHER INFORMATION			46

 

ii

2251 Corporate Park Drive

Herndon, VA 20171

PROXY STATEMENT FOR

2022 ANNUAL MEETING OF STOCKHOLDERS

The Board of Directors (Board) of ManTech International Corporation (Company) is soliciting proxies to be voted at the Company’s 2022 Annual Meeting of Stockholders (Annual Meeting) to be held on Friday, June 10, 2022, at 2:00 pm (EDT), at 2251 Corporate Park Drive, Herndon, VA 20171, and at any adjournments or postponements thereof.

The mailing address of our principal executive offices is 2251 Corporate Park Drive, Herndon, VA 20171. This proxy statement, the accompanying Notice of Annual Meeting of Stockholders, and the enclosed proxy card are first being mailed to our stockholders on or about April 29, 2022 (Mailing Date).

GENERAL INFORMATION

The Board is soliciting proxies to be voted at the Annual Meeting. When we ask you for your proxy, we must provide you with a proxy statement that contains certain information specified by law.

At the Annual Meeting, we will ask you to consider and vote on the following matters:

 

1.

To elect seven (7) persons as directors of the Company, each to serve until the 2023 Annual Meeting of Stockholders, or until their respective successors shall have been duly elected and qualified; and

 

2.

To ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

We do not expect any other items of business, because the deadline for stockholder proposals and nominations has already passed. Nonetheless, in case there is an unforeseen need, the accompanying proxy gives discretionary authority to the persons named on the proxy, Kevin M. Phillips, Jeffrey S. Brown, and Michael R. Putnam, with respect to any other matters that might be brought before the meeting. Those persons intend to vote that proxy in accordance with their discretion and best judgment.

Record Date and Stockholders Entitled to Vote

 

Record Date		Stockholders as of the close of business on April 13, 2022 (Record Date) may vote at the Annual Meeting.
Our Stock		We have two classes of outstanding stock: our Class A common stock and our Class B common stock. As of the Record Date, a total of 40,950,820 shares were outstanding: 39,354,125 shares of Class A common stock and 1,596,695 shares of Class B common stock. Holders of Class A common stock are entitled to one vote for each share of Class A common stock they hold on the Record Date. Holders of Class B common stock are entitled to ten votes for each share of Class B common stock they hold on the Record Date.

 

ManTech 2022 Proxy Statement		1

Voting Requirements and Other Matters

 

Quorum		The holders of a majority in voting power of our common stock issued, outstanding and entitled to vote on any matter at the Annual Meeting shall constitute a quorum for the Annual Meeting. Abstentions and broker non-votes will be counted toward the quorum requirement.
How to Vote		You can only vote your shares at the Annual Meeting if you are present either in person or by proxy. We encourage you to vote by submitting a proxy card even if you plan to attend the Annual Meeting.
		If you vote by mail, you must sign and date each proxy card that you receive, and return it in the prepaid envelope. Sign your name exactly as it appears on the proxy card. If you return a proxy card that is not signed, then your vote cannot be counted. If you return a proxy card that is signed and dated, but you do not specify voting instructions, we will vote on your behalf as follows:
		◾ FOR the election of the seven (7) directors nominated by our Board and named in this proxy statement (Proposal 1 – Election of Directors); and   ◾ FOR the ratification of the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 (Proposal 2 – Ratification of Auditors).
		If the Annual Meeting is adjourned or postponed, your proxy will still be effective and will still be voted at the Annual Meeting when reconvened. You will still be able to change or revoke your proxy until it is voted.
Voting ESOP Shares		Stockholders who are current or former employees participating in our Employee Stock Ownership Plan and have shares of our stock allocated to their account as of the Record Date have the right to direct the plan trustee on how to vote their shares. If you do not send instructions to the plan trustee in a proper manner, or if the instructions are not timely received, the trustee will not vote the shares allocable to your account.
Broker Non-Votes		If your shares are held by a broker, the broker will ask you how you want your shares to be voted. If you give the broker instructions, your shares will be voted as you direct. For Proposal 1, or for any other non-routine matter to come before the Annual Meeting, if you do not give instructions, the broker may not vote your shares at all (a broker non-vote). If you do not give instructions for Proposal 2, which is considered a routine matter, the broker may vote your shares in its discretion.
		Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting, but will not be counted for purposes of determining the number of votes present in person or represented by proxy and entitled to vote.
Revoking Your Proxy		If you execute a proxy pursuant to this solicitation, you may revoke it at any time prior to its exercise by (i) delivering written notice to our Corporate Secretary at the offices of our executive headquarters before the Annual Meeting; (ii) executing and delivering a proxy bearing a later date to our Corporate Secretary at the offices of our executive headquarters; or (iii) voting in person at the Annual Meeting.

 

2		ManTech 2022 Proxy Statement

Votes Required		Approval of each of the proposals submitted to a vote at the Annual Meeting is subject to the affirmative vote requirement shown in the table below.

 

Proposal		Vote              Required		Broker Discretionary     Voting Allowed
Proposal 1 - Election of Directors		Plurality		No
Proposal 2 - Ratification of Auditors		Majority		Yes

 

		With respect to Proposal 1, a “Plurality” is determined with respect to votes cast on a proposal.   With respect to Proposal 2, a “Majority” is determined with respect to votes present (in person or by proxy) at the meeting and entitled to vote. If you vote Abstain on Proposal 2, your vote will count as a vote Against that proposal.
Tabulation of Votes		Mr. Michael R. Putnam, our Corporate Secretary and Senior Vice President, Corporate and Regulatory Affairs, has been appointed inspector of elections for the Annual Meeting. Mr. Putnam will separately tabulate the affirmative votes, withheld or negative votes (as applicable), abstentions, and, as applicable, broker non-votes with respect to each of the Proposals.
Voting Results		We will announce preliminary voting results at the Annual Meeting, and will disclose final voting results on a Form 8-K that we file with the Securities and Exchange Commission (SEC) within four business days following the Annual Meeting.

IMPORTANT INFORMATION

We intend to hold the Annual Meeting in person. However, we are sensitive to the public health and travel concerns our stockholders may have and recommendations that public health officials may issue in the event of changes in virus or any variant’s transmutability or infectiousness. As a result, we may impose additional procedures or limitations on Annual Meeting attendees, or we may decide to hold the Annual Meeting at a different location or by means of remote communication. We plan to announce any such updates on our proxy website (https://investor.mantech.com/annual-meeting), and we encourage you to check this website prior to the Annual Meeting if you plan to attend.

Solicitation

The Board is making this solicitation of proxies on our behalf. In addition to the solicitation of proxies by use of the mail, our officers and employees may solicit the return of proxies by personal interview, telephone, email or facsimile. We will not pay additional compensation to our officers and employees for their solicitation efforts, but we will reimburse them for any out-of-pocket expenses they incur in their solicitation efforts.

We will request that brokerage houses and other custodians, nominees and fiduciaries forward our solicitation materials to beneficial owners of our common stock. We will bear all costs associated with preparing, assembling, printing and mailing this proxy statement and the accompanying materials, the cost of forwarding our solicitation materials to the beneficial owners of our common stock, and all other costs of solicitation.

 

ManTech 2022 Proxy Statement		3

CORPORATE GOVERNANCE

Corporate Governance Guidelines

The Board has established and adopted guidelines that it follows in matters of corporate governance (the Corporate Governance Guidelines). These Corporate Governance Guidelines assist the Board in the exercise of its responsibilities and provide a framework for the efficient operation of our Company, consistent with the best interests of our stockholders and applicable legal and regulatory requirements. The Nominating and Corporate Governance Committee periodically reviews and reassesses the adequacy of our Corporate Governance Guidelines. We have posted a current copy of our Corporate Governance Guidelines, which was last amended in January 2020, on the Corporate Governance page in the Investor Relations section of our website at www.mantech.com (our Website).

Director Independence

The majority of directors are independent from management. Only independent directors serve on each of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

The Board has conducted an evaluation of director independence, based on the independence standards applicable to Nasdaq-listed companies and applicable SEC rules and regulations. In the course of the Board’s evaluation of the independence of each non-management director, the Board considered any transactions, relationships and arrangements between such director (or any member of his or her immediate family) and the Company, its subsidiaries and its affiliates. The purpose of this evaluation was to determine whether any relationships or transactions exist that could be inconsistent with a determination by the Board that the director has no relationship that would interfere with his or her exercise of independent judgment in carrying out the responsibilities of a director.

As a result of this evaluation, the Board has affirmatively determined that the following directors nominated for election at the Annual Meeting are independent of the Company and its management under the above referenced standards and regulations:

 

•    Richard L. Armitage •    Mary K. Bush •    Barry G. Campbell		•    Richard J. Kerr •    Peter B. LaMontagne •    Kenneth A. Minihan

The Board determined that Mr. Kevin M. Phillips is not independent because he serves as our Chairman of the Board, Chief Executive Officer and President.

Board Leadership Structure

The Board believes that no single leadership model is best suited for all companies at all times. Depending on circumstances, different leadership models might be more or less appropriate. Our Corporate Governance Guidelines do not require that the roles of CEO and Chairman of the Board be separate or combined. The Board’s policy as to whether the roles of the CEO and Chairman of the Board should be separate or combined is to adopt the practice that best serves the Company at any given point in time. The roles of Chairman of the Board and CEO at the Company are combined and have been so since September 2020, following Mr. George Pedersen’s retirement from his role as Chairman of the Board. At that time, the Board elected and appointed Mr. Phillips to serve as the Company’s Chairman of the Board in addition to his ongoing role as CEO and President of the Company. The Board considered the appropriateness of the Company’s leadership structure and specific characteristics of the Company. The Board believes the current structure currently provides an effective and efficient leadership model for the Company.

 

4		ManTech 2022 Proxy Statement

Because our Chairman of the Board is not an independent director, pursuant to our Corporate Governance Guidelines our independent directors have designated one of our independent directors, Mr. Campbell, to serve as the Company’s presiding independent director (Presiding Director). Mr. Campbell’s duties as Presiding Director include:

 

•

Coordinating the activities of the independent directors;

 

•

Calling for meetings or sessions of the independent directors, and coordinating the agenda and serving as the chair for such meetings; and

 

•

Facilitating communications between and among the independent directors and the Chairman of the Board.

Board and Committee Executive Sessions and Independent Directors Meetings

The independent directors of the Board regularly meet in executive session, without the presence of management; typically, these sessions are held following the adjournment of certain regularly scheduled Board meetings. The Board’s independent directors meet no fewer than two times annually. Certain of the Board’s primary standing committees (including the Audit Committee and Compensation Committee) also regularly meet in executive session. As Presiding Director, Mr. Campbell chairs meetings of our independent directors; committee chairpersons preside over executive sessions for their respective committees.

Board’s Role in Risk Oversight

While risk management is a business and operational responsibility of the Company’s management team, the Board is responsible for the oversight of the Company’s risk management activities. The Board primarily oversees the management of risk through the Audit Committee. Among other activities, the Audit Committee oversees the Company’s enterprise risk management program. The Board oversees the management of risk relating to certain of the Company’s business activities (particularly those designated as classified by the U.S. government) through the Special Programs Oversight Committee. The Board and Special Programs Oversight Committee work together on a coordinated basis to oversee the management of risk related to cybersecurity and information assurance matters. The Board oversees the assessment of risks associated with the Company’s compensation policies and programs through the Compensation Committee.

Each of these committees regularly receives reports from, and discusses those reports with, members of management who are responsible for applicable day-to-day risk management functions of the Company. The chairpersons of these committees periodically report back to the Board regarding risk management activities within such committees’ respective purview. The Board’s role in risk oversight has not had any effect on the Board’s leadership structure.

Board and Committee Self-Evaluations

Each of the Board and its primary standing committees (the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee) performs regular, periodic self-evaluations (typically conducted on an annual basis). These evaluations are designed to foster candid discussion regarding the adequacy and effectiveness of the Board and such committees. The Nominating and Corporate Governance Committee oversees the annual self-evaluation process. Where appropriate, the Nominating and Corporate Governance Committee may consider feedback received from the evaluation process in making recommendations to the Board regarding the nomination of incumbent directors for re-election to the Board (and, where applicable, assignments of Board members to various committees).

 

ManTech 2022 Proxy Statement		5

Director Nominations

The Board generally identifies and attracts candidates through its own efforts, and it believes that this method has been effective. However, if in the future the Board determines that it is in the Company’s best interest to use the services of a consultant or a search firm to assist with the identification and selection process, it will do so.

The Nominating and Corporate Governance Committee is responsible for reviewing the qualifications of potential director nominees, and then recommending director candidates for nomination by the Board.

We do not currently have a formal policy regarding the consideration of diversity in identifying potential director nominees. However, the Nominating and Corporate Governance Committee considers diversity in its broadest sense when evaluating candidates. Our Corporate Governance Guidelines direct that the evaluation of nominees should include (among numerous other considerations) an assessment of whether a nominee would provide the Board with a diversity of viewpoints, backgrounds, experiences and other demographics.

The Nominating and Corporate Governance Committee has a policy regarding the consideration of director candidates recommended by our stockholders (Nominations Policy). The Nominations Policy describes the circumstances pursuant to which the Nominating and Corporate Governance Committee will consider Board candidates recommended by our stockholders. The Nominations Policy also describes the procedures to be followed by stockholders in submitting such recommendations. We have made the Nominations Policy available on the Corporate Governance page of our Website.

Generally, the Nominating and Corporate Governance Committee will consider candidates recommended by stockholders who beneficially own at least 1% of our outstanding stock at the time of recommendation (Qualifying Stockholder). Qualifying Stockholders wishing to recommend candidates to the Nominating and Corporate Governance Committee may do so by submitting a completed Stockholder Recommendation of Candidate for Director Form (Recommendation Form), which is attached to the Nominations Policy posted on our Website.

Qualifying Stockholders wishing to recommend a nominee for election as director at the next annual meeting of stockholders must submit their completed Recommendation Form at least 120 days in advance of the one-year anniversary of the date of the mailing of this proxy statement. The Nominating and Corporate Governance Committee will only evaluate a candidate if he or she has indicated a willingness to serve as a director and cooperate with the evaluation process, and if the required information about the candidate has been submitted. Candidates recommended by Qualifying Stockholders will generally be evaluated by the Nominating and Corporate Governance Committee pursuant to the same process used for evaluation of all other director candidates.

Code of Ethics

Our Standards of Ethics and Business Conduct includes a “Financial Code of Ethics” that satisfies the SEC’s requirements for a code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer, controller and persons performing similar functions. Our Standards of Ethics and Business Conduct also satisfies Nasdaq’s requirement for a code of conduct applicable to all directors, officers, and employees. Among other principles, our Standards of Ethics and Business Conduct includes guidelines relating to the ethical handling of actual or potential conflicts of interest, compliance with laws, accurate financial reporting, and procedures for promoting compliance with (and reporting violations of) such standards. A copy of our Standards of Ethics and Business Conduct is available on the Corporate Governance page of our Website. We are required to disclose any

 

6		ManTech 2022 Proxy Statement

amendment to, or waiver of, a provision of our “Financial Code of Ethics.” We intend to use our Website as a method of disseminating this disclosure, as permitted by applicable SEC rules.

Communication with Directors

We believe that it is important for our stockholders to be able to communicate their concerns to our Board. Stockholders may correspond with any director, committee, or the Board generally, by writing to the following address: ManTech International Corporation Board of Directors, 2251 Corporate Park Drive, Herndon, VA 20171, Attention: Corporate Secretary. Please specify to whom your correspondence should be directed. Our Corporate Secretary will promptly forward all correspondences to the relevant director, committee, or the full Board, as indicated in your correspondence.

Director Attendance at Annual Meeting of Stockholders

We invite all directors to attend our annual meeting of stockholders, and we strongly encourage all of them to do so absent exigent circumstances that prevent their attendance. In furtherance of this policy, we generally schedule one of our regular Board meetings on the same day as our annual meeting of stockholders. In 2021, all directors then serving on the Board attended our annual meeting of stockholders.

Availability of Corporate Governance Documents

We have made available on the Corporate Governance page of our Website a number of important documents related to our governance practices, including:

 

•

Certificate of Incorporation and Bylaws;

 

•

Charters of our standing Board Committees;

 

•

Standards of Ethics and Business Conduct;

 

•

Corporate Governance Guidelines;

 

•

Policy Regarding Consideration of Stockholder Nominees for Director;

 

•

Related Party Transactions Policy; and

 

•

Equity Grant Policy.

We will also make these materials available in print format to any requesting stockholder. Copies of these documents may be requested by writing to the following address: ManTech International Corporation, 2251 Corporate Park Drive, Herndon, VA 20171, Attention: Corporate Secretary.

 

ManTech 2022 Proxy Statement		7

BOARD OF DIRECTORS

AND COMMITTEES OF THE BOARD OF DIRECTORS

Our Board currently comprises seven members who serve for a term that expires at the Annual Meeting. All of our directors were elected at the 2021 Annual Meeting of Stockholders. Set forth below are details regarding director attendance at board and committee meetings, the function and operation of each of the Board’s standing committees, and the compensation of our non-employee directors in 2021.

Attendance at Board and Committee Meetings

Our full Board met eight times in 2021. All our directors attended or participated in at least 75% of the aggregate of the board meetings and the meetings of the committees on which the director served during 2021. The number of meetings held in 2021 by each of the Board’s standing committees is set forth in the information below.

Committees of the Board

The Board currently has five standing committees (although the Board may establish other committees from time to time). The following table sets forth the current composition of our Board committees.

 

		Audit Committee		Compensation Committee		Nominating and Corporate Governance Committee		Retirement Plan Committee		Special Programs Oversight Committee
Richard L. Armitage				●		Chair		●		●
Mary K. Bush *		●		●				Chair
Barry G. Campbell* P		Chair		Chair		●		●
Richard J. Kerr		●				●				Chair
Peter B. LaMontagne										●
Kenneth A. Minihan						●				●
Kevin M. Phillips										●

●     Member        *    Audit Committee Financial Expert             P    Presiding Independent Director

Certain information regarding each standing Board committee is provided below. A more detailed discussion of each committee’s composition, purpose, objectives, authority and responsibilities can be found in each committee’s respective charter, which we make available on the Corporate Governance page of our Website.

Audit Committee

The primary functions of the Audit Committee are to oversee (i) the integrity of our financial statements, (ii) our accounting and financial reporting processes, and (iii) audits of our financial statements. The Audit Committee operates under a written charter and it reviews and reassesses the adequacy of that charter on an annual basis. The charter was most recently revised and amended in March 2016 and is available on our Website.

The Board annually reviews the suitability of our Audit Committee in light of the Nasdaq listing standards’ requirements for audit committee composition and applicable SEC rules and regulations.

 

8		ManTech 2022 Proxy Statement

The Board has determined that each member of our Audit Committee meets the heightened independence standard and other requirements for audit committee members under applicable Nasdaq listing standards and SEC rules and regulations.

The Board has also determined that the Company has at least one audit committee financial expert serving on the Audit Committee. The Board has determined that each of Mr. Campbell and Ms. Bush (i) qualifies as an “audit committee financial expert” under applicable SEC rules and regulations, and (ii) satisfies the financial sophistication requirements of the Nasdaq listing standards. All of our Audit Committee members have a working familiarity with basic finance and accounting practices.

During 2021, the Audit Committee held five meetings. The Audit Committee meets regularly in executive session, including with our independent registered public accounting firm, without management present. Mr. Campbell serves as chairperson of the Audit Committee.

Compensation Committee

The primary functions of the Compensation Committee are to oversee (i) the determination, implementation, and administration of the remuneration (including salary, incentive compensation payments, bonuses, equity compensation, and perquisites) of all non-employee directors and executive officers of the Company, and (ii) the administration of the Company’s stock-based compensation plans. The Compensation Committee operates under a written charter, and it reviews and reassesses the adequacy of that charter on an annual basis. The charter was most recently revised and amended in February 2019 and is available on our Website.

The Board annually reviews the suitability of our Compensation Committee in light of the Nasdaq listing standards’ requirements for compensation committee composition and applicable SEC rules and regulations. The Board has determined that each member of our Compensation Committee meets the independence and other requirements for compensation committee members under applicable Nasdaq listing standards and SEC rules and regulations. Our Compensation Committee members also qualify as “non-employee directors” under Section 16 of the Securities Exchange Act of 1934 (the Exchange Act).

During 2021, the Compensation Committee held four meetings. At the direction of the Compensation Committee, certain members of management attend most meetings. The Compensation Committee also meets regularly in executive session without management present. Mr. Campbell serves as chairperson of the Compensation Committee.

 

•	Compensation Advisers

The Compensation Committee has the authority, in its sole discretion, to retain or obtain the advice of compensation consultants, legal counsel or other advisers, and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. The Compensation Committee conducts an independence assessment of any compensation adviser it engages; such assessment includes the consideration of the factors required by applicable Nasdaq listing standards and SEC rules and regulations.

For 2021, the Compensation Committee retained Ernst & Young LLP (EY) as its independent compensation consultant to assist the Compensation Committee with its executive compensation-related responsibilities. The services provided by EY in its capacity as the Compensation Committee’s independent compensation consultant included supporting the design of our executive compensation program, providing market consensus data for each of our executive officers, and assisting the Compensation Committee in evaluating the compensation of our non-employee directors.

 

ManTech 2022 Proxy Statement		9

In the past, with the consent of the Compensation Committee, the Company’s management has retained personnel at EY to perform services that are not related to work performed as the Compensation Committee’s independent compensation consultant (Additional Services), for which EY receives a fee. The Compensation Committee has approved the Company’s future use of EY for certain projects, including due diligence support for acquisitions or other corporate transactions, tax advisory services, consulting and advisory services with respect to the Company’s internal systems and, as directed by the chairperson of the Compensation Committee, consulting and advisory services related to compensation of the Company’s non-executive officers. The Company’s management did not engage EY to perform Additional Services in 2021.

Based on its review of these relationships, and independence and other factors that the Compensation Committee determines to be relevant, as well as policies and procedures implemented by the Compensation Committee and EY, the Compensation Committee has concluded that the compensation consulting advice it receives from EY is objective, and that no conflicts of interest exist that would require disclosure by the Company under applicable SEC rules.

The Company’s processes and procedures for the consideration and determination of director and executive compensation (including the roles of the Compensation Committee, management, and the Compensation Committee’s independent compensation consultant) are discussed in the sections of this proxy statement captioned “Setting Compensation of Non-Employee Directors” and “Compensation Discussion and Analysis,” respectively.

Nominating and Corporate Governance Committee

The primary functions of the Nominating and Corporate Governance Committee are to (i) identify individuals qualified to become members of the Board, and recommend new director candidates to the Board when necessary and appropriate, (ii) evaluate whether incumbent directors should be nominated for re-election to the Board and make recommendations to the Board in this regard, and (iii) oversee and periodically evaluate the Company’s Corporate Governance Guidelines. The Nominating and Corporate Governance Committee operates under a written charter, and it reviews and reassesses the adequacy of that charter on an annual basis. The charter was most recently revised and amended in March 2016 and is available on our Website. All members of the Nominating and Corporate Governance Committee are independent directors, within the meaning of applicable Nasdaq listing standards and SEC rules and regulations. The Nominating and Corporate Governance Committee held three meetings in 2021. Mr. Armitage serves as chairperson of the Nominating and Corporate Governance Committee.

Retirement Plan Committee

The primary function of the Retirement Plan Committee is to oversee the administration of the Company’s tax-qualified and non-qualified retirement plans. The Retirement Plan Committee held four meetings in 2021. Ms. Bush serves as chairperson of the Retirement Plan Committee.

Special Programs Oversight Committee

The Special Programs Oversight Committee oversees certain of the Company’s business activities (particularly those designated as classified by the United States government for purposes of national security) and works with the Board to oversee the management of risks related to cybersecurity or information assurance matters. The Special Programs Oversight Committee held four meetings in 2021. Mr. Kerr serves as chairperson of the Special Programs Oversight Committee.

 

10		ManTech 2022 Proxy Statement