2021-02-10T11:56:13-06:00 2020-03-31 KPMG LLP 8350 Broad Street Suite 900 McLean VA 22102 990 2019-04-01 522149962 In-Q-Tel Inc % MATTHEW STROTTMAN IN-Q 7032483000 2107 WILSON BLVD Suite 1100 ARLINGTON VA 22201 MATTHEW STROTTMAN EVP AND COO 7032483000 2021-02-09 true JG WHITE P01498698 7032868000 2021-02-08 2019 2022-09-23 18:48:47Z CHRISTOPHER DARBY 2107 WILSON BLVD Suite 1100 ARLINGTON VA 22201 153892394 false X WWW.IQT.ORG X 1999 DE IQT serves the national security interests of the U.S. & its allies by providing the most sophisticated source of strategic technical knowledge and capabilities. 13 12 200 0 0 0 104517818 103227337 0 0 13485802 30098463 12104 91723 118015724 133417523 200000 200000 0 0 43946206 50515496 0 0 0 46004575 60620383 90150781 111335879 27864943 22081644 630796596 625162179 143154020 128479709 487642576 496682470 X IQT serves and powers the national security interests of the U.S. government and its allies through cutting-edge technology, strategic investments, exploration and applied research, and acceleration of capabilities. false false 93882039 200000 91723 In-Q-Tel (IQT) was established in 1999 as an independent, not-for-profit corporation to help the CIA and broader US Intelligence Community (IC) identify, adapt, and deliver cutting-edge technologies that address national security needs. IQT delivers sophisticated insights, investments, and brings unparalleled access to deep technological expertise. Approach: IQT works as: - A strategic investor, investing in companies to help nascent commercial technologies mature into mission-ready products at a lower cost than building from the ground up and other alternative approaches. IQT's strategic investment model gives it the agility - often lacking within traditional government contracting mechanisms - to find and nurture entrepreneurs and startup companies that can provide a supply chain of innovation which enables the U.S. Intelligence and National Security community and its allies to benefit from commercial technology advances. - A technology accelerator, fostering development and introduction of technologies needed by the USG; IQT's purpose is to take the calculated investment risks necessary to support leading-edge, but often unproven, technologies, and mature them to operational readiness to help the United States government (USG) achieve its missions. - An idea lab and forum providing the USG with insight and access in new technologies and leading innovators and thinkers through cutting-edge technology and applied research. Identifying Innovative Technologies: As a strategic investor, IQT scours the globe for startup technologies that have commercially focused, "ready-soon" innovative products. These off-the-shelf products do not require long-term development from the ground up. The company's focus on this space means that IQT finds and delivers critical, innovative technology more quickly and cost effectively. The hallmark of IQT's strategic and agile model is the development effort - aka work program - where the company collaborates with the startup to tailor a company's technology to specific government requirements and invests funds towards that work program. IQT designs its strategic investments to accelerate product development and delivery and to help companies add capabilities that its government partners need. IQT also makes seed investments, which are investments in companies that hold promise for contributing to national security capabilities. These investments do not include a work program where the technology is modified. Seed investments provide access and educational insights about that technology area in service to the USG and its allies. IQT's seed investments often develop into a strategic investment with a work program once the company has grown to take on this endeavor or a government partner is ready to evaluate and utilize that company's technology. IQT also serves as a technology consultant and advisor that provides market, technology, and venture capital insights to the USG and its allies. Additionally, IQT effectively leverages a significant amount of private sector funds, often from top-tier venture capital firms, to co-invest in our portfolio companies. On average, for every dollar that IQT invests in a company, the venture capital community has invested $18 which helps ensure the company has financial backing to maintain support to the government. As of March 31, 2020, IQT technology focus areas are: autonomous systems, cybersecurity, infrastructure, data analytics, artificial intelligence, power and energy, applied biology, and communications. Building Strong Companies for Strong Technologies: Using product development funding and equity investing, IQT creates incentives for companies to put their best talent into solving the toughest technology problems facing the USG and its allies. Through its strategic investments (those with a work program), IQT works with the company and the customer to adapt the technology according to customer need, works hand-in-hand with the company and government partner to test the tailored technology, and facilitates solution delivery. The advantages of this hands-on, collaborative approach to the USG are significant: lower initial and long-term costs, rapid development, testing and evaluation to determine effectiveness, and ongoing product enhancements to meet customer needs. Serving New Customers: Today IQT is a partner to multiple agencies committed to national security including: CIA (Central Intelligence Agency), FBI (Federal Bureau of Investigation), NSA (National Security Agency), NGA (National Geospatial-Intelligence Agency), NRO (National Reconnaissance Office), DHS (Department of Homeland Security), DIA (Defense Intelligence Organization), Air Force, and other DOD components. IQT also supports a tri-lateral partnership between the U.S., U.K. and Australia intelligence and national security community that was established in late 2018. Program Service Accomplishments: In furtherance of its exempt purposes, IQT has made more than 500 investments as of March 31, 2020, which includes more than 50 in the current tax year. These technologies have contributed directly to situational awareness and mission capabilities of the USG and its allies. Technology delivered by IQT, for example, makes it possible to fuse data from maps, images, text, and other sources; visualize information in ways not previously possible; rapidly process vast amounts of information in multiple languages; make sense of seemingly unconnected information; and identify critical intelligence faster and more effectively. Simultaneously, IQT has cultivated a network of more than 200 venture capital firms and more than 100 labs and research organizations, further broadening the USG access to innovative technologies. This network has allowed IQT to leverage more than $30 billion in private-sector funds to support technology for the national security community. IQT furthered its work in support of the trilateral partnership between the U.S., U.K., and Australian intelligence and national security that was announced in late 2018. These efforts are conducted by IQTI LLC, a wholly owned US subsidiary of IQT, and IQT International UK Ltd and IQT International Australia Ltd as wholly owned subsidiaries of IQTI LLC in the United Kingdom and Australia, respectively. These offices have enabled the company to strengthen its ability to reach startups and the venture capital community outside the United States and better contribute to the national security of the US and its allies. During the year ended March 31, 2020, these offices conducted outreach to the venture capital and startup communities and provided insights as to the world-class science and technology, and venture capital, ecosystems available in each region to continue IQT's national security mission for the USG and its allies. IQT Labs continued it exploratory, over-the-horizon applied research endeavors in emerging technology areas of interest to national security. IQT Labs reflect IQT's nonprofit mission, by developing collaborative arrangements that make private sector and academic technology accessible to the USG, fostering the development of technology that will benefit the public, private and academic sectors in the US and performing and promoting research in the field of technology. IQT Labs are funded by proceeds from investment realizations on portfolio company exits. As of March 31, 2020, IQT Labs focused on select technology domains critical to national security: AI and Machine Learning, Geospatial Analytics, Cyber, Bioinformatics, and Visualization. SpaceNet LLC, the wholly owned subsidiary of IQT Labs LLC continued its exploration of geospatial applications to accelerate geospatial machine learning. SpaceNet is dedicated to accelerating open source, artificial intelligence applied research for geospatial applications, specifically foundational mapping, by developing and providing publicly available commercial satellite imagery and labeled training data, as well as open sourcing computer vision algorithms and tools. Governance and Oversight: IQT is governed by an independent Board of Trustees comprised of former officials from the Defense and Intelligence Communities, as well as current or former CEOs of major companies, and university and investment industry leaders. IQT is an independent, not-for-profit corporation. IQT is neither part of the CIA nor is it a government agency. However, IQT is party to and bound by a Charter Agreement and annual contracts with the CIA. These agreements provide for appropriate insight and oversight of IQT by the government. The CIA and IQT keep Congress informed of IQT's activities. 93882039 true true false false false false false false false false true false true false false false false true false false true false false false false false false true false true false false false false false false false false false false false false true true true true false false true X 89 0 true 200 true false true AS UK false false false false false false false false true false X 13 12 true false false false false false false true true false false true true true true true true true true false CA MA X MATTHEW STROTTMAN 7032483000 2107 WILSON BLVD SUITE 1100 ARLINGTON VA 22201 X C DARBY PRESIDENT, CEO & TRUSTEE 40.0 0.0 X X 1654057 0 568286 S BOWSHER EVP & Managing General Partner 40.0 0.0 X 1403067 0 467235 M STROTTMAN EVP, Chief Operating Officer 40.0 5.0 X 723503 0 230849 M ANDERSON EVP - TECHNOLOGY PROGRAMS 40.0 0.0 X 606209 0 103682 G HOYEM Managing Partner West Coast 40.0 0.0 X 526699 0 173256 B ADAMS EVP, General Counsel 40.0 5.0 X 642239 0 44923 E FOX EVP - PRODUCT MKTING & COMM. 40.0 0.0 X 546792 0 105080 T O'TOOLE EVP & SENIOR FELLOW 40.0 0.0 X 566861 0 59227 R GLEICHAUF EVP 40.0 0.0 X 549072 0 66375 E POULOS EVP & CHIEF OF STAFF 40.0 0.0 X 545688 0 60830 G Gaffney EVP - IQT Labs 40.0 0.0 X 560319 0 37558 P Tague EVP, Int'l & Capabilities 40.0 0.0 X 504038 0 67324 K SWISTAK SVP 40.0 0.0 X 500539 0 49474 P Borbely SVP 40.0 0.0 X 477828 0 23150 T Shea Through 415 EVP - TECH PROGRAMS 40.0 0.0 X 317112 0 12217 M CROW Trustee, Chairman 5.0 0.0 X 42500 0 0 P BARRIS TRUSTEE & COMMITTEE CHAIR 5.0 0.0 X 37500 0 0 A JONES TRUSTEE & COMMITTEE CHAIR 5.0 0.0 X 37500 0 0 H COX TRUSTEE & COMMITTEE CHAIR 5.0 0.0 X 37500 0 0 J BARKSDALE TRUSTEE 5.0 0.0 X 35000 0 0 J MISCIK TRUSTEE 5.0 0.0 X 35000 0 0 T SCHLEIN TRUSTEE 5.0 0.0 X 35000 0 0 M MULLEN TRUSTEE 5.0 0.0 X 35000 0 0 G TENET TRUSTEE 5.0 0.0 X 35000 0 0 D McCormick TRUSTEE 5.0 0.0 X 35000 0 0 J SMITH TRUSTEE 5.0 0.0 X 35000 0 0 AB KRONGARD TRUSTEE 5.0 0.0 X 0 0 0 10489023 0 2069466 144 false true false Tamr Inc 66 Church Street CAMBRIDGE MA 02138 TECH DEVELOP 2022500 W I 1459 18th Street SAN FRANCISCO CA 94107 TECH DEVELOP 1615000 Metabiota Inc 425 California St SAN FRANCISCO CA 94104 TECH DEVELOP 1600000 Orbital Insight Inc 100 W Evelyn Ave MOUNTAIN VIEW CA 94041 TECH DEVELOP 1542014 Spire Global Inc 251 Rhode Island St SAN FRANCISCO CA 94103 TECH DEVELOP 1350000 139 102952337 275000 103227337 0 8126228 8126228 0 0 0 0 0 42447106 20474871 21972235 21972235 21972235 0 0 0 0 0 0 0 0 0 INTERCO REVENUE - INTERNATIONAL 900099 91723 91723 91723 133417523 91723 30098463 200000 200000 0 0 0 10121527 4953247 5168280 0 33756257 27845244 5911013 0 4533139 3515531 1017608 2104573 1596878 507695 0 1558720 706393 852327 536044 204173 331871 0 0 0 10137255 9357467 779788 285127 28130 256997 1207771 378120 829651 1295491 34626 1260865 0 4111472 3247398 864074 3198737 2648624 550113 0 2448306 2370505 77801 0 0 2321837 54802 2267035 426144 0 426144 WORK PROGRAM FOR CUSTOMERS 29323319 29323319 0 0 SOFTWARE LICENSING 1839299 1217266 622033 0 EQUIPMENT 627080 76052 551028 0 RESEARCH MATERIALS 300585 247596 52989 0 1003196 5876668 -4873472 111335879 93882039 17453840 0 0 0 74137302 72812941 0 0 23828106 19272219 0 0 0 0 0 809116 0 0 2245858 2771070 23043806 17996009 6881678 5047797 162374576 155748307 5061307 4854187 349999259 361046203 0 0 6268510 2800339 630796596 625162179 50498930 50896804 0 0 92655090 77582905 0 0 0 0 0 0 0 0 0 0 0 0 143154020 128479709 X 487492576 496407470 150000 275000 487642576 496682470 630796596 625162179 22081644 -13041750 X false true X true false X 89557762 126105329 91288344 104517818 103227337 514696590 0 0 89557762 126105329 91288344 104517818 103227337 514696590 0 514696590 3067099 1693921 2698431 7212151 8126228 22797830 0 0 537494420 103827 0.95759 0.95230 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 13960762 10114720 3846042 8353093 7281892 1071201 729951 599397 130554 5047797 PREFERRED STOCK 177454849 F COMMON STOCK 6000219 F PREFERRED WARRANTS 159254515 F COMMON WARRANTS 3148389 F CONVERTIBLE NOTE 15188231 F 361046203 SCHEDULE D, PART X, LINE 2 On July 30, 2003, the Company received a final determination from the Internal Revenue Service that the Company is a public charity exempt from federal income taxes under Section 501(c)(3) of the Internal Revenue Code. Further, the Company has not identified any unrelated business taxable income. Accordingly, no income tax provision is recorded in the accompanying financial statements. North America 0 0 Program Services TECHNOLOGY DEVELOPMENT 3075468 Middle East and North Africa 0 0 Program Services TECHNOLOGY DEVELOPMENT 2991 East Asia and the Pacific 0 0 Program Services TECHNOLOGY DEVELOPMENT 84221 Europe (Including Iceland and Greenland) 0 0 Program Services TECHNOLOGY DEVELOPMENT 2147186 South Asia 0 0 Program Services TECHNOLOGY DEVELOPMENT 24750 Europe (Including Iceland and Greenland) 0 0 Investments 13919832 North America 0 0 Investments 7442828 East Asia and the Pacific 0 0 Investments 1736451 Middle East and North Africa 0 0 Investments 842720 0 0 0 0 29276447 29276447 true false true false false false SCHEDULE F, PART I IQT SECONDED TWO OF ITS EMPLOYEES TO WORK FULL-TIME FOR IQT INTERNATIONAL UK LTD. (IQT UK). THESE INDIVIDUALS PERFORM SERVICES FOR THE BENEFIT OF IQT UK AND ARE COMPENSATED BY IQT UK. IQT CONTRACTS WITH IQT UK FOR SERVICES PROVIDED. true CIA OFFICERS' MEMORIAL FOUNDATION 2251 CORP PARK DR 3RD FL HERNDON VA 20171 522360463 501(C)(3) 200000 SEE PART IV 1 PART I, LINE 2 & PART II, LINE 1, COLUMN (H) IQT MADE A GRANT TO THE CIA OFFICERS MEMORIAL FOUNDATION IN THE AMOUNT OF $200K. THE GRANTEE IS A 501(C)(3) PUBLIC CHARITY AND THE DONATION WAS MADE SOLELY FOR CHARITABLE PURPOSES TO PROVIDE SUPPORT TO THE FAMILIES OF CIA OFFICERS WHO HAVE DIED WHILE ON ACTIVE DUTY. X X true true X X X X X false true true false false false false false false C DARBY PRESIDENT, CEO & TRUSTEE 769620 0 787500 0 96937 0 533600 0 34686 0 2222343 0 0 0 S BOWSHER EVP & Managing General Partner 692079 0 708750 0 2238 0 433600 0 33635 0 1870302 0 0 0 M STROTTMAN EVP, Chief Operating Officer 431634 0 290063 0 1806 0 197236 0 33613 0 954352 0 0 0 B ADAMS EVP, General Counsel 391596 0 243750 0 6893 0 33600 0 11323 0 687162 0 0 0 R GLEICHAUF EVP 340512 0 204000 0 4560 0 33600 0 32775 0 615447 0 0 0 T O'TOOLE EVP & SENIOR FELLOW 351803 0 208200 0 6858 0 33600 0 25627 0 626088 0 0 0 E POULOS EVP & CHIEF OF STAFF 339450 0 204000 0 2238 0 33600 0 27230 0 606518 0 0 0 M ANDERSON EVP - TECHNOLOGY PROGRAMS 257434 0 347378 0 1397 0 94964 0 8718 0 709891 0 225000 0 E FOX EVP - PRODUCT MKTING & COMM. 217487 0 328000 0 1305 0 74509 0 30571 0 651872 0 225000 0 G HOYEM Managing Partner West Coast 326534 0 196963 0 3202 0 120291 0 52965 0 699955 0 0 0 P Tague EVP, Int'l & Capabilities 353667 0 148981 0 1390 0 33600 0 33724 0 571362 0 0 0 G Gaffney EVP - IQT Labs 350997 0 207000 0 2322 0 33600 0 3958 0 597877 0 0 0 P Borbely SVP 303324 0 166650 0 7854 0 11200 0 11950 0 500978 0 0 0 K SWISTAK SVP 194370 0 305000 0 1169 0 11200 0 38274 0 550013 0 225000 0 T Shea Through 41520 EVP - TECH PROGRAMS 106006 0 210000 0 1106 0 11200 0 1017 0 329329 0 0 0 FORM 990, SCHEDULE J THE COMPENSATION OF THE CEO, COO AND GENERAL MANAGING PARTNER IS NOT PAID FOR WITH GOVERNMENT FUNDING. IN ADDITION, ALL INDIVIDUAL EMPLOYEE COMPENSATION IN EXCESS OF $525,000 IS ALSO NOT PAID FOR WITH GOVERNMENT FUNDING. FORM 990, PART VII & SCHEDULE J, PART II IN ADDITION TO C. DARBY'S RESPONSIBILITIES AS PRESIDENT AND CEO OF IQT, MR. DARBY SERVES AS A TRUSTEE ON THE COMPANY'S BOARD OF TRUSTEES. MR. DARBY HAS WAIVED ANY COMPENSATION RELATED TO HIS TRUSTEE DUTIES AND HIS INCOME AS REPORTED IN THIS FORM IS ENTIRELY ATTRIBUTABLE TO HIS DUTIES AS PRESIDENT AND CEO. FORM 990, SCHEDULE J, LINE 1A IQT'S CORPORATE TRAVEL POLICY STATES, "ALL IQT EMPLOYEES, OTHER THAN THE CEO OR EXECUTIVE VICE PRESIDENTS (EVPs), ARE REQUIRED TO TRAVEL IN COACH OR ECONOMY CLASS. NONSTOP FLIGHTS LONGER THAN FIVE HOURS ARE ELIGIBLE TO UPGRADE TO EOCCONOMY PLUS IF AVAILABLE. EMPLOYEES TRAVELING ON NONSTOP, INTERNATIONAL FLIGHTS LONGER THAN TWELVE HOURS MAY BOOK BUSINESS CLASS AIRFARE. ALL OTHER EXCEPTIONS MUST BE PRE-APPROVED BY EVP." WHILE THE CORPORATE TRAVEL POLICY SPECIFICALLY ADDRESSES IQT EMPLOYEE TRAVEL, IQT BOARD OF TRUSTEES ARE PROVIDED THE OPTION TO TRAVEL TO QUARTERLY BOARD MEETINGS IN BUSINESS CLASS AND RECEIVE REIMBURSEMENT. IQT GROSSES UP THE AMOUNT ADDED TO WAGES FOR THE CEO TO COMPENSATE FOR THE INCOME TAX LIABILITY ASSOCIATED WITH PAYING A LIFE INSURANCE PREMIUM ON HIS BEHALF. FORM 990, SCHEDULE J, LINE 4B FOR CALENDAR YEAR 2019, MR. DARBY'S EMPLOYMENT ARRANGEMENT IS AS FOLLOWS: - BASE SALARY OF $790,000 - AN ANNUAL PERFORMANCE BASED BONUS DECIDED BY THE BOARD BASED ON PRESET CRITERIA - SUPPLEMENTAL NON-QUALIFIED DEFERRED COMPENSATION AS A RETENTION MECHANISM, PAYABLE UPON COMPLETION OF THE CONTRACT TERM. THE AMOUNT ACCRUED DURING CALENDAR YEAR 2019 WAS $500,000. FOR CALENDAR YEAR 2019, MR. BOWSHER'S EMPLOYMENT ARRANGEMENT IS AS FOLLOWS: - BASE SALARY OF $710,000 - AN ANNUAL PERFORMANCE BASED BONUS DECIDED BY THE BOARD BASED ON PRESET CRITERIA - SUPPLEMENTAL NON-QUALIFIED DEFERRED COMPENSATION AS A RETENTION MECHANISM, PAYABLE UPON COMPLETION OF THE CONTRACT TERM. THE AMOUNT ACCRUED DURING CALENDAR YEAR 2019 WAS $400,000. FOR CALENDAR YEAR 2019, THE FOLLOWING INDIVIDUALS RECEIVED SUPPLEMENTAL NON-QUALIFIED DEFERRED COMPENSATION AS A RETENTION MECHANISM. THE AMOUNT PAID OUT DURING CALENDAR YEAR 2019 WAS: K. SWISTAK $225,000 L. FOX $225,000 M. ANDERSON $225,000 FORM 990, SCHEDULE J, PART I, LINE 4C PLEASE REFER TO THE SCHEDULE R, PART V DISCLOSURE ON IN-Q-TEL EMPLOYEE FUND, LLC. PART VI, LINE 2 BUSINESS RELATIONSHIPS THERE IS A BUSINESS RELATIONSHIP BETWEEN C. DARBY AND J. SMITH AS THEY BOTH SERVE AS BOARD MEMBERS OF THE CIA OFFICERS MEMORIAL FOUNDATION. PART VI, LINE 11B REVIEW OF FORM 990 THE FORM 990 WAS PREPARED BY THE COMPANY'S EXTERNAL TAX ADVISORY FIRM WITH THE ASSISTANCE OF IQT'S FINANCE TEAM. THE FORM 990 WAS ALSO REVIEWED BY CERTAIN MEMBERS OF THE COMPANY'S EXECUTIVE TEAM, INCLUDING THE COO AND GENERAL COUNSEL. ADDITIONALLY, THE AUDIT AND ETHICS COMMITTEE OF THE BOARD OF TRUSTEES REVIEWED THE FORM 990 DURING ONE OF ITS QUARTERLY MEETINGS. AFTER REVIEW BY THE AUDIT AND ETHICS COMMITTEE, THE FORM 990 WAS DISTRIBUTED TO ALL MEMBERS OF THE BOARD OF TRUSTEES PRIOR TO FILING. THE AUDIT AND ETHICS COMMITTEE OF THE BOARD OF TRUSTEES REVIEWED THE FORM 990 DURING ONE OF ITS QUARTERLY MEETINGS. AFTER REVIEW BY THE AUDIT AND ETHICS COMMITTEE, THE FORM 990 WAS DISTRIBUTED TO ALL MEMBERS OF THE BOARD OF TRUSTEES PRIOR TO FILING. PART VI, LINE 12C CONFLICT OF INTEREST POLICY DISCLOSURE AND RECUSAL ARE REQUIRED FOR ALL CONFLICTS OF INTEREST UNDER THE CONFLICTS OF INTEREST POICIES FOR TRUSTEES, OFFICERS AND EMPLOYEES. FOR EVERY TRANSACTION SUBJECT TO BOARD/COMMITTEE APPROVAL, THE MEMBERS OF THE BOARD AND COMMITTEE ARE ASKED TO DICLOSE ANY CONFLICTS UNDER THE POLICIES. FOR EACH TRANSACTION, IQT ALSO IDENTIFIES AND DISCLOSES ANY CONFLICTS INVOLVING IQT TRUSTEES, OFFICERS AND EMPLOYEES. EACH TRUSTEE, OFFICER AND EMPLOYEE WHO HAS A CONFLICT IS RECUSED FROM PARTICIPATING IN IQT'S DELIBERATIONS OF, OR VOTES TO AUTHORIZE, RATIFY OR CONFIRM THE TRANSACTION THAT IS THE SUBJECT OF THE CONFLICT UNLESS A WAIVER IS GIVEN BY A MAJORITY OF THE DISINTERESTED MEMBERS OF THE BOARD (IN THE EVENT OF A TRUSTEE OR OFFICER), THE BOARD, OR THE COPORATION'S ETHICS OFFICER (IN THE EVENT OF AN EMPLOYEE WHO IS NOT A TRUSTEE OR OFFICER.) ADDITIONALLY, EACH YEAR, ALL IQT TRUSTEES AND OFFICERS ARE REQUIRED TO COMPLETE A QUESTIONNAIRE AS TO WHETHER THE TRUSTEES ARE INDEPENDENT AND WHETHER THE OFFICERS OR TRUSTEES HAVE A FAMILY RELATIONSHIP OR A BUSINESS RELATIONSHIP WITH ANY OTHER OFFICER, DIRECTOR, TRUSTEE, OR KEY EMPLOYEE OF IQT. IN ADDITION, THROUGHOUT THE YEAR, EMPLOYEES ARE REQUIRED TO DISCLOSE OUTSIDE ACTIVITIES AS THEY ARISE. PART VI, LINE 15A & 15B COMPENSATON EXPLANATION IN FORMULATING IQT'S COMPENSATION SYSTEM, THE BOARD OF TRUSTEES COMPLIES WITH ITS RESPONSIBILITIES UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED ("CODE"), TO PAY REASONABLE COMPENSATION TO IQT'S EMPLOYEES AND TO AVOID ANY "EXCESS BENEFIT TRANSACTIONS" UNDER SECTION 4958 OF THE CODE. IN OVERSEEING IQT'S COMPENSATION SYSTEM, THE BOARD ADHERES TO THE FOLLOWING PRINCIPLES: - THE COMPENSATION SYSTEM IS APPROVED BY THE BOARD OR A COMMITTEE OF THE BOARD COMPOSED ENTIRELY OF INDEPENDENT TRUSTEES WHO ARE NOT EMPLOYEES OF, OR INDEPENDENT CONTRACTORS TO, IQT. - THE BOARD, OR COMMITTEE THEREOF, OBTAINS AND RELIES UPON APPROPRIATE COMPENSATION DATA FOR COMPARABLE ENTITIES PRIOR TO MAKING COMPENSATION DETERMINATIONS. - THE BASIS FOR ITS DETERMINATION IS DOCUMENTED CONCURRENTLY WITH THE BOARD OR COMMITTEE MAKING THAT DETERMINATION. - IQT'S HUMAN RESOURCES AND COMPENSATION COMMITTEE (THE "HR AND COMPENSATION COMMITTEE"COMMITTEE") HAS BEEN CHARGED BY THE BOARD OF TRUSTEES TO ASSIST THE BOARD IN OVERSEEING IQT'S COMPENSATION SYSTEM. SPECIFICALLY, THE COMMITTEE PERFORMS THE FOLLOWING DUTIES: - ENSURES THAT IQT'S COMPENSATION PROGRAM AND OTHER EMPLOYEE BENEFITS ARE COMPARABLE TO APPROPRIATE MARKETS. - CONDUCTS AN ANNUAL REVIEW OF THE CHIEF EXECUTIVE OFFICER'S ("CEO'S") PERFORMANCE, AND MAKES RECOMMENDATIONS TO THE BOARD OF TRUSTEES ON THE CEO'S COMPENSATION AND BENEFITS FOR THE NEXT YEAR. - ON AN ANNUAL BASIS, REVIEWS THE CEO'S RECOMMENDATIONS REGARDING THE COMPENSATION AND BENEFITS OF THE OTHER DISQUALIFIED PERSONS, AS DEFINED IN SECTION 4958 OF THE INTERNAL REVENUE CODE, AND DETERMINES THEIR COMPENSATION AND BENEFITS FOR THE NEXT YEAR. - ON AN ANNUAL BASIS, REVIEWS THE DETERMINATION OF COMPENSATION AND BENEFITS OF THE OTHER EMPLOYEES MADE BY THE CEO OR THE CEO'S DESIGNEE. - ENGAGES AN INDEPENDENT COMPENSATION CONSULTING FIRM TO PERFORM A PERIODIC STUDY OF IQT'S COMPENSATION PROGRAM AND ADMINISTRATION, OR PARTS THEREOF. (THIS STUDY INCLUDES, BUT IS NOT LIMITED TO, A REVIEW OF DATA THE COMPANY USED TO BENCHMARK POSITIONS, DOCUMENTATION OF BASE SALARY ADJUSTMENTS, AND ANNUAL INCENTIVE PLAN AWARDS.) FOLLOWING COMPLETION OF SUCH STUDY, THE COMPENSATION CONSULTING FIRM DELIVERS A REPORT TO THE HUMAN RESOURCES AND COMPENSATION COMMITTEE DISCUSSING IQT'S ADHERENCE TO ITS COMPENSATION POLICIES. - WORKS WITH IQT'S IN-HOUSE AND OUTSIDE COUNSEL TO ENSURE THAT IQT'S COMPENSATION STRUCTURE AND PLANS COMPLY WITH INTERNAL REVENUE CODE AND OTHER LEGAL REQUIREMENTS. - KEEPS THE BOARD OF TRUSTEES INFORMED OF KEY COMPENSATION AND HUMAN RESOURCE ISSUES AFFECTING IQT. PART VI, LINE 19 DOCUMENTS AVAILABLE TO THE PUBLIC IQT DOES NOT MAKE THIS INFORMATION AVAILABLE TO THE PUBLIC. LAB41 LLC 800 EL CAMINO REAL STE 300 MENLO PARK CA 94025 461185334 CHALLENGE LAB CA 0 0 IN-Q-TELINC IQTI LLC 2107 WILSON BLVD STE 1100 ARLINGTON VA 22201 831904400 Investments DE 0 0 IN-Q-TELINC IQT Labs 2107 WILSON BLVD STE 1100 ARLINGTON VA 22201 832261314 Research DE 0 0 IN-Q-TELINC SpaceNet LLC 2107 WILSON BLVD STE 1100 ARLINGTON VA 22201 320582025 Analytics DE 275000 0 IN-Q-TELINC IQT EMPL FUND LLC PO BOX 749 ARLINGTON VA 22216 542043626 INVESTMENTS DE NA Excluded -64372 -67535 true 0 true 0.00292 IQT INTERNATIONAL UK LTD 33 Jermyn St St Jamess Park London UK SW1Y 6DN 999999999 CONSULTING UK In-Q-Tel INC C CORP 3940444 1007996 1.00000 true IQT INTERNATIONAL AUSTRALIA LTD Level 9 2 Bligh Street Sydney NW AS 2000 999999999 Consulting AS In-Q-Tel Inc C-Corp 2500192 1156561 1.00000 true false false false true false false false false false false true false false false false false false true IQT International UK Ltd d 62021 FMV IQT International Australia Ltd d 747095 FMV IQT International UK Ltd l 4073635 FMV IQT International Australia Ltd l 2691653 FMV SCHEDULE R, PART V EIP DISCLOSURE STATEMENT IQT MAINTAINS AN INVESTMENT IN A SEPARATE RELATED ENTITY CALLED IN-Q-TEL EMPLOYEE FUND, LLC. THIS ENTITY WAS CREATED AS PART OF AN EMPLOYEE INCENTIVE PROGRAM (EIP) WHICH INVOLVED MAKING SIDE-BY-SIDE EQUITY INVESTMENTS WITH IQT. THE EIP WAS SUSPENDED IN JUNE 2007 AND NO FURTHER INVESTMENTS ARE BEING MADE.