2020-02-14T11:23:11-06:00 2019-03-31 KPMG LLP 8350 Broad Street Suite 900 McLean VA 22102 990 2018-04-01 522149962 In-Q-Tel Inc % MATTHEW STROTTMAN IN-Q 7032483000 2107 WILSON BLVD Suite 1100 ARLINGTON VA 22201 MATTHEW STROTTMAN EVP AND COO 7032483000 2020-02-13 true JG WHITE P01498698 7032868000 2020-02-12 167.68.102.5 54028020200455000000 2020-02-14 P CD1E5CCB2BE3C840F7484A12C7B19BF4FDF69301 CD1E5CCB2BE3C840F7484A12C7B19BF4FDF69301 2018 2020-04-17 16:48:07Z CHRISTOPHER DARBY 2107 WILSON BLVD Suite 1100 ARLINGTON VA 22201 136900384 false X WWW.IQT.ORG X 1999 DE In-Q-Tel identifies, adapts, and delivers innovative technology solutions that serve the national security interests of the United States government and its allies. 13 12 195 0 0 0 91288344 104517818 0 0 25409624 13485802 0 12104 116697968 118015724 300000 200000 0 0 40947044 43946206 0 0 0 40764191 46004575 82011235 90150781 34686733 27864943 590691641 630796596 140872077 143154020 449819564 487642576 X In-Q-Tel identifies, adapts, and delivers innovative technology solutions that serve the national security interests of the United States government and its allies. false false 72510623 200000 In-Q-Tel (IQT) was established in 1999 as a private, 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's strategic investment model gives it the agility often lacking within traditional government contracting approaches to find and nurture entrepreneurs and companies that can provide a supply chain of innovation which enables the IC to benefit from commercial technology advances. 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. 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 alternative approaches; * A technology accelerator, fostering development and introduction of technologies needed by the USG; and * An idea lab and forum for innovation and exploration, providing the USG and its allies with insight and access into both new technologies and leading innovators and thinkers. Identifying Innovative Technologies: As a strategic investor, IQT identifies startup companies that have commercially-focused, 'ready-soon' innovative technologies, which are off-the-shelf products that do not require long-term development from the ground up. IQTs focus on this space means that it finds and delivers critical, innovative technology more quickly and cost effectively. IQT crafts work programs to adapt a companys technology to specific customer requirements and makes an investment 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 that serve the USG and its allies; in the US, these often become investments 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 companys 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 more than sixteen dollars, helping to deliver crucial new capabilities at lower cost to the government. As of March 31, 2019, IQTs areas of technology focus 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. In the US, once an investment is made, IQT works with the company and the customer to adapt the technology according to customer need, and facilitates solution delivery. The advantages to the USG are significant: lower initial and long-term costs, faster development, 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 (specifically Customs and Border Protection, a DHS component), DIA (Defense Intelligence Organization), Air Force, and other DOD components. Program Service Accomplishments: In furtherance of its exempt purposes, IQT has made more than 450 investments as of March 31, 2019, 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 $11.4 billion in private-sector funds to support technology for its partners. In November 2018, IQT announced that it was opening offices in London and Sydney to strengthen its ability to reach startups and the venture capital community outside the US and to better contribute to the national security of the US and its allies. These offices support a partnership between the US, UK, and Australian intelligence and national security communities and strengthen the companys ability to connect with startups and co-investors outside the US. To conduct these activities, IQT formed IQTI LLC, a wholly owned US subsidiary, and IQT International UK Ltd and IQT International Australia Ltd as wholly owned subsidiaries of that entity in the United Kingdom and Australia, respectively. During the year ended March 31, 2019, 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 IQTs national security mission for the USG and its allies. In addition, IQT established IQT Labs, which explores the art of the possible in emerging technology areas of interest to national security, including cybersecurity, biotechnology, commercial space, and advanced data analytics. IQT Labs reflect IQTs 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, 2019, IQT Labs consists of five labs that explore technology opportunities and solutions to problems that have yet to be discovered. The five labs are Lab41 (Advanced Analytics), CosmiQ Works (Commercial Space), Cyber Reboot (Cyber), BNext (Biotech) and Visualization (Data Visualization and Explanation). In October 2018, IQT established IQT Labs LLC as a wholly owned subsidiary to house its Labs activities as well as SpaceNet LLC (https://spacenet.ai/) as a wholly-owned subsidiary of IQT Labs LLC. 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 a private, 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 senior officials keep Congress informed of IQTs activities. 72510623 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 101 0 195 true false true UK false false false false false false false false true false X 13 12 false 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 1588637 0 572790 M CROW Chairman 5.0 0.0 X 42500 0 0 J BARKSDALE TRUSTEE 5.0 0.0 X 35000 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 J MISCIK TRUSTEE 5.0 0.0 X 35000 0 0 H COX TRUSTEE & COMMITTEE CHAIR 5.0 0.0 X 37500 0 0 AB KRONGARD TRUSTEE 5.0 0.0 X 0 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 26250 0 0 J SMITH TRUSTEE 5.0 0.0 X 35000 0 0 S BOWSHER EVP & Managing General Partner 40.0 0.0 X 1345737 0 464463 M STROTTMAN EVP & COO 40.0 5.0 X 682402 0 188071 B ADAMS EVP & GENERAL COUNSEL 40.0 5.0 X 607565 0 52004 E POULOS EVP & CHIEF OF STAFF 40.0 0.0 X 531780 0 59085 L PORTER THRU 1018 EVP & DIRECTOR OF IQT LABS 40.0 0.0 X 527772 0 71936 T SHEA EVP - IQT TECHNOLOGY 40.0 0.0 X 551933 0 36250 P Tague EVP - International 40.0 0.0 X 142993 0 36218 G Gaffney as of 918 EVP - IQT Labs 40.0 0.0 X 455465 0 37071 R GLEICHAUF EVP, Global Technology 40.0 0.0 X 536085 0 64982 T O'TOOLE EVP & SENIOR FELLOW 40.0 0.0 X 546254 0 52984 W RADOSEVICH EVP, IC Support 40.0 0.0 X 502789 0 59580 G HOYEM Managing Partner 40.0 0.0 X 520151 0 126662 P Borbely SVP 40.0 0.0 X 473295 0 22753 9404108 0 1844849 119 false true false Sidebar Communications 1801 Murchison Dr Suite 128 BURLINGAME CA 94010 TECH DEVELOP 1575000 PRIMER TECHNOLOGIES INC 414 Jackson Street SAN FRANCISCO CA 94111 TECH DEVELOP 1540000 GITLAB INC 268 Bush Street SAN FRANCISCO CA 94104 TECH DEVELOP 1225000 CAPIO INC 940 Emmett Avenue Suite 120 BELMONT CA 94002 TECH DEVELOP 990090 TRANSVOYANT LLC 5845 Richmond Highway Suite 600 ALEXANDRIA VA 22303 TECH DEVELOP 950000 117 104367818 150000 104517818 0 7212151 7212151 0 0 0 0 0 25158311 18884660 6273651 6273651 6273651 0 0 0 0 0 0 0 0 0 INTERCO REVENUE - INTERNATIONAL 900099 12104 12104 12104 118015724 12104 0 13485802 200000 200000 0 0 0 9204767 5004768 4199999 0 28837743 24101554 4736189 0 4168529 3075609 1092920 1735167 1378230 356937 0 1547398 1117818 429580 388313 74635 313678 0 0 0 3716550 3132162 584388 244527 32760 211767 869923 212312 657611 1393290 79120 1314170 0 4050181 3461314 588867 2834455 2427023 407432 0 1853138 1735523 117615 0 0 2390882 17092 2373790 356834 356834 WORK PROGRAM FOR CUSTOMERS 23764463 23671013 93450 SOFTWARE LICENSING 1055365 499090 556275 EQUIPMENT 463711 22648 441063 DUES AND SUBSCRIPTIONS 379262 243157 136105 696283 2024795 -1328512 90150781 72510623 17640158 0 0 0 76423522 74137302 0 0 18458768 23828106 0 0 0 0 0 0 0 0 2156274 2245858 22555850 15674172 8364289 6881678 167878316 162374576 5431373 5061307 310162180 349999259 0 0 1816919 6268510 590691641 630796596 46588986 50498930 0 0 94283091 92655090 0 0 0 0 0 0 0 0 0 0 0 0 140872077 143154020 X 449819564 487492576 0 0 0 150000 449819564 487642576 590691641 630796596 27864943 9958069 X false true X true false X 83841768 89557762 126105329 91288344 104517818 495311021 0 0 83841768 89557762 126105329 91288344 104517818 495311021 0 495311021 10147061 3067099 1693921 2698431 7212151 24818663 0 0 520129684 0.95228 0.98593 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 13812530 8576903 5235627 8106670 6591252 1515418 636650 506017 130633 6881678 PREFERRED STOCK 170351497 F COMMON STOCK AND WARRANTS 14887619 F WARRANTS - PREFERRED 153792961 F CONVERTIBLE NOTE 10967182 F 349999259 X North America Program Services TECHNOLOGY DEVELOPMENT 2105000 Europe (Including Iceland and Greenland) Program Services TECHNOLOGY DEVELOPMENT 4614348 South Asia Program Services TECHNOLOGY DEVELOPMENT 24750 East Asia and the Pacific Program Services TECHNOLOGY DEVELOPMENT 1133985 Middle East and North Africa Program Services TECHNOLOGY DEVELOPMENT 89057 North America Investments 12002162 Europe (Including Iceland and Greenland) Investments 6836157 Middle East and North Africa Investments 592723 East Asia and the Pacific Investments 177165 27575347 27575347 true false true false false false SCHEDULE F, PART I IN-Q-TEL, INC. (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) THE IN-Q-TEL BOARD OF TRUSTEES APPROVED A GRANT OF UP TO $1M TO THE CIA OFFICERS' MEMORIAL FOUNDATION. THE GRANTEE IS A 501(C)(3) PUBLIC CHARITY AND THE GRANT WAS MADE SOLELY FOR CHARITABLE PURPOSES TO PROVIDE SUPPORT TO THE FAMILIES OF CIA OFFICERS WHO HAVE DIED WHILE ON ACTIVE DUTY. THE GRANT IS TO BE MADE IN $200K ANNUAL INSTALLMENTS UPON IQT'S SATISFACTION THAT THE GRANTEE IS STILL ADEQUATELY PERFORMING ITS CHARITABLE PURPOSE. X X true true X X X X X false true true false false false false false false C DARBY PRESIDENT, CEO & TRUSTEE 741523 0 750000 0 97114 0 533000 0 39790 0 2161427 0 0 0 S BOWSHER EVP & Managing General Partner 668423 0 675000 0 2314 0 433000 0 31463 0 1810200 0 0 0 M STROTTMAN EVP & COO 413584 0 266936 0 1882 0 155727 0 32344 0 870473 0 0 0 B ADAMS EVP & GENERAL COUNSEL 368604 0 234325 0 4636 0 33000 0 19004 0 659569 0 0 0 R GLEICHAUF EVP, Global Technology 331469 0 199980 0 4636 0 33000 0 31982 0 601067 0 0 0 T O'TOOLE EVP & SENIOR FELLOW 339859 0 198465 0 7930 0 33000 0 19984 0 599238 0 0 0 E POULOS EVP & CHIEF OF STAFF 331001 0 198465 0 2314 0 33000 0 26085 0 590865 0 0 0 W RADOSEVICH EVP, IC Support 311985 0 188490 0 2314 0 33000 0 26580 0 562369 0 0 0 L PORTER THRU 1018 EVP & DIRECTOR OF IQT LABS 271341 0 255396 0 1035 0 61000 0 10936 0 599708 0 50000 0 T SHEA EVP - IQT TECHNOLOGY 346144 0 202395 0 3394 0 33000 0 3250 0 588183 0 0 0 G HOYEM Managing Partner 319794 0 196963 0 3394 0 92818 0 33844 0 646813 0 0 0 P Tague EVP - International 142191 0 0 0 802 0 17880 0 18338 0 179211 0 0 0 G Gaffney as of 918 EVP - IQT Labs 344078 0 109065 0 2322 0 33000 0 4071 0 492536 0 0 0 P Borbely SVP 300365 0 165000 0 7930 0 11000 0 11753 0 496048 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 $487,000 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 IN-Q-TEL (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, PART I, LINE 1A IN-Q-TEL'S CORPORATE TRAVEL POLICY STATES, "WITH THE EXCEPTION OF FOREIGN BUSINESS TRAVEL, AND NOTWITHSTANDING THE CEO AND EXECUTIVE VICE PRESIDENTS, ALL OTHER IQT EMPLOYEES ARE REQUIRED TO TRAVEL IN COACH OR ECONOMY CLASS. EXCEPTIONS MUST BE PRE-APPROVED BY THE CEO OR COO. WHILE ON FOREIGN BUSINESS TRIPS, EMPLOYEES TRAVELING ON NONSTOP FLIGHTS LONGER THAN SIX HOURS ARE ELIGIBLE TO UPGRADE TO BUSINESS CLASS OR FIRST CLASS IF BUSINESS CLASS IS NOT AVAILABLE." WHILE THE CORPORATE TRAVEL POLICY SPECIFICALLY ADDRESSES IN-Q-TEL EMPLOYEE TRAVEL, IN-Q-TEL BOARD OF TRUSTEES ARE PROVIDED THE OPTION TO TRAVEL TO QUARTERLY BOARD MEETINGS IN BUSINESS CLASS AND RECEIVE REIMBURSEMENT. TAX INDEMNIFICATION AND GROSS-UP PAYMENTS: IN-Q-TEL 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, PART I, LINE 4B FOR CALENDAR YEAR 2018, MR. DARBYS EMPLOYMENT ARRANGEMENT IS AS FOLLOWS: - BASE SALARY OF $741,523 - 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 2018 WAS $500,000. FOR CALENDAR YEAR 2018, MR. BOWSHERS EMPLOYMENT ARRANGEMENT IS AS FOLLOWS: - BASE SALARY OF $668,423 - 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 2018 WAS $400,000. FOR CALENDAR YEAR 2018, THE FOLLOWING INDIVIDUALS RECEIVED SUPPLEMENTAL NON-QUALIFIED DEFERRED COMPENSATION AS A RETENTION MECHANISM. THE AMOUNT PAID OUT DURING CALENDAR YEAR 2018 IS: L. PORTER $50,000 FORM 990, SCHEDULE J, PART I, LINE 4C PLEASE REFER TO THE SCHEDULE R, PART V DISCLOSURE ON IN-Q-TEL EMPLOYEE FUND, LLC. FORM 990, PART VI, LINE 11B REVIEW OF THE FORM 990 THE FORM 990 WAS PREPARED BY THE COMPANY'S EXTERNAL TAX ADVISORY FIRM WITH THE ASSISTANCE OF IN-Q-TEL'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. 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 IN-Q-TELS 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 COPORATIONS 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 IN-Q-TEL. IN ADDITION, ANNUALLY, EMPLOYEES ARE REQUIRED TO DISCLOSE OUTSIDE ACTIVITIES. FORM 990, 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; AND - 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. FORM 990, PART VI, LINE 19 DOCUMENTS AVAILABLE TO THE PUBLIC IN-Q-TEL DOES NOT MAKE THIS INFORMATION AVAILABLE TO THE PUBLIC. FORM 990, PART IX, LINE 1 THE IQT BOARD OF TRUSTEES APPROVED A $1,000,000 PAYMENT, PAYABLE ANNUALLY OVER FIVE YEARS, TO THE CIA OFFICERS MEMORIAL FOUNDATION AND HAS PAID $1,000,000 OF THAT COMMITMENT AS OF 3/31/19. 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THIS ENTITY WAS CREATED AS PART OF AN EMPLOYEE INCENTIVE PROGRAM (EIP) WHICH INVOLVED MAKING SIDE-BY-SIDE EQUITY INVESTMENTS WITH IN-Q-TEL. THE EIP WAS SUSPENDED IN JUNE 2007 AND NO FURTHER INVESTMENTS ARE BEING MADE.