DEF 14A of Vse Corp
Filed Mar 24, 2026 · FY20250000102752-26-000023
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| Name | Director Since | Occupation | Committee Membership | | Ralph E. Eberhart | 2007 | Non-Executive Chairman; General, U.S. Air Force (Ret.), formerly Commander of several major Commands and Unified Commands, including, Commander of U.S. Northern Command and North American Aerospace Defense Command (NORAD) | | | John A. Cuomo | 2019 | President and Chief Executive Officer of VSE Corporation | | | Anita D. Britt | 2022 | Former Chief Financial Officer at Perry Ellis International | AC*; CHRC | | Edward P. Dolanski | 2022 | Former President, U.S. Government Services at Boeing Global Services and Former CEO at Aviall, Inc. | AC, CHRC | | Mark E. Ferguson III | 2017 | President and Chief Executive Officer of MK3 Global LLC Former Senior Advisor, McKinsey and Company Admiral, US Navy (Ret.), Former Vice Chief of Naval Operations | AC, NCGC* | | Lloyd E. Johnson | 2022 | Former Global Managing Director, Finance and Internal Audit, Accenture Corporation | CHRC, NCGC | | John E. Potter | 2014 | President and CEO of the Metropolitan Washington Airports Authority | CHRC*, NCGC | | Bonnie K. Wachtel | 1991 | Principal and Director of Wachtel & Co., Inc. | AC, NCGC |
DIRECTOR NOMINEES
*= Chair of committee; AC= Audit Committee; CHRC= Compensation and Human Resources Committee; NCGC= Nominating and Corporate Governance Committee
ELECTION OF EIGHT DIRECTORS
ELECTION OF EIGHT DIRECTORS
ELECTION OF EIGHT DIRECTORS
| What am I voting on? Stockholders are being asked to elect each of the eight director nominees named in this Proxy Statement to hold office until the annual meeting of stockholders in 2027 and until his or her successor is elected and qualified. Voting Recommendation: FOR the election of each of the eight director nominees. Vote Required: A director will be elected by a plurality of the votes cast, subject to the Company's director voting policy as discussed in this proposal. Broker Discretionary Voting Allowed? No, broker non-votes have no effect. Withheld Votes: No effect. |
ELECTION OF EIGHT DIRECTORS
Director Skills, Qualifications and Experience The Board has identified key skills, qualifications and experience that are important to be represented on the Board as a whole in light of the Company's current business strategy and expected needs. The Nominating and Corporate Governance Committee believes that the Board is currently well-balanced and able to address the Company’s needs. As evidenced by the summary of key skills and biographical information provided for VSE's director nominees, its directors have significant and diverse experiences that continue to enhance their contribution to the Board.
ELECTION OF EIGHT DIRECTORS
| Skills and Qualifications | | Ralph Eberhart | John Cuomo | Anita Britt | John Potter | Bonnie Wachtel | Mark Ferguson III | Edward Dolanski | Lloyd Johnson | | | Executive Leadership | | | | | | | | | | | Public Company Board | | | | | | | | | | | Aviation Industry | | | | | | | | | | | Finance | | | | | | | | | | | Accounting | | | | | | | | | | | Strategy | | | | | | | | | | | M&A and Integrations | | | | | | | | | | | Cybersecurity/IT | | | | | | | | | | | Human Capital | | | | | | | | | | | Corporate Governance | | | | | | | | | | | Risk Management | | | | | | | | | | | ESG | | | | | | | | |
ELECTION OF EIGHT DIRECTORS
Director Nominees Each nominee listed below is currently serving as a VSE director and was elected by the stockholders at the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). Each nominee elected as a director will serve until the next annual meeting of stockholders and until his or her successor is elected and qualified. Each nominee has agreed to serve, if elected. If any nominee declines or is unable to accept such nomination or is unable to serve, an event which we do not expect, the Board reserves the right in its discretion to substitute another person as a nominee or to reduce the number of nominees and the size of the Board. In this event, the proxy holders may vote, in their discretion, for any substitute nominee proposed by the Board. The Company's director voting policy provides that in an uncontested election, (i.e., an election in which the number of nominees does not exceed the number of directors to be elected), the Board expects an incumbent director to tender his or her resignation, to be effective upon the Board’s acceptance, if the director receives a greater number of votes “withheld” than votes “for” his or her election. The Nominating and Corporate Governance Committee will consider each resignation tendered and recommend to the Board whether to accept or reject it. The eight nominees for election as VSE directors, their committee assignments, if elected, following the Annual Meeting and certain information regarding them are as follows:
ELECTION OF EIGHT DIRECTORS
| JOHN CUOMO | | | Age: 52 Director Since: 2019 Other public company boards: None | Background: CEO, President and Director of VSE since April 2019. Mr. Cuomo brings over 25 years of experience in the aerospace, distribution and services market industry. Prior to joining VSE, Mr. Cuomo served as Vice President and General Manager of Boeing Distribution Services Inc., an aircraft parts and consumables distributor and subsidiary of The Boeing Company, from October 2018 to March 2019. Prior to Boeing’s acquisition of the Aerospace Solutions Group of KLX Inc., a commercial aerospace and defense distributor of fasteners and consumables, Mr. Cuomo served as Group President and General Manager for KLX Aerospace Solutions from December 2014 to October 2018. Previously, Mr. Cuomo served in multiple roles and functions at B/E Aerospace from April 2000 to December 2014, including Vice President & General Manager and Senior Vice President, Global Sales, Marketing & Business Development. He has a Bachelor of Science degree in International Business from Florida Atlantic University, a Juris Doctorate degree from the University of Miami, a Master of Business Administration degree from the University of Florida and is a graduate of the Harvard Business School Advanced Management Program. In addition to his role at VSE, Mr. Cuomo serves on the Board of Directors for FDH Aero, an Audax Group private equity portfolio company and global aerospace and defense supply chain solutions provider, specialized in hardware, electrical, consumables and expendable products for global OEM and aftermarket customers. | | | Key Qualifications and Skills: Experience includes 25+ years as a public company leader in the aerospace, distribution and services market industry, including as an officer of Boeing Distribution Services Inc., KLX Aerospace Solutions and B/E Aerospace. |
ELECTION OF EIGHT DIRECTORS
| ANITA D. BRITT | | | Age: 62 Director Since: 2022 Independent Board Committees: •Audit (Chair) •Compensation & Human Resources Other public company boards: •Smith & Wesson Brands, Inc. | Background: Former Chief Financial Officer at Perry Ellis International from 2009 to 2017. Previously, Ms. Britt held senior financial leadership positions at Jones Apparel Group and Urban Brands and served on the Boards of urban-gro, Inc. and Delta Apparel, Inc. She currently serves on the board of Smith & Wesson Brands, Inc. Ms. Britt is a Certified Public Accountant; a Board Leadership Fellow as designated by the National Association of Corporate Directors; and holds a Carnegie Mellon Cybersecurity Oversight Certification, a Harvard Kennedy School Executive Education Certificate in Cybersecurity: The Intersection of Policy and Technology, and MIT Sloan School of Management Certification in Cybersecurity Governance for the Board of Directors. | | | Key Qualifications and Skills: Ms. Britt has extensive corporate finance and capital markets experience, including mergers and acquisitions, in both public and private sectors. She brings board and business leadership experience. Ms. Britt is a Certified Public Accountant and is a member of the American Institute of Certified Public Accountants and the Pennsylvania Institute of Certified Public Accountants. |
ELECTION OF EIGHT DIRECTORS
| EDWARD P. DOLANSKI | | | Age: 58 Director Since: 2022 Independent Board Committees: •Audit •Compensation & Human Resources Other public company boards: None | Background: Mr. Dolanski has served as an owner of North Star Advisors, LLC, an investment advisor, since 2020. Previously, Mr. Dolanski held a variety of senior leadership roles at The Boeing Company, an aerospace company ("Boeing") from 2007 to 2020. During his 13 years with Boeing, Mr. Dolanski served as President, U.S. Government Services at Boeing Global Services; President, Boeing Global Services & Support; and President and Chief Executive Officer of Aviall Inc., a Boeing subsidiary and the world's largest provider of new aviation parts and related aftermarket services. Before joining Boeing, Mr. Dolanski was with the Raytheon Company for 8 years in a variety of roles, including Vice President, Mission Support, Network Centric Systems; Vice President, Aftermarket Businesses and Customer Support, Raytheon Aircraft Company (Hawker & Beechcraft); and Chief Information Officer, Aircraft Integration Systems. His experience also includes 14 years with Walmart Stores where he held progressively senior positions at the corporate office within information technology and supply chain management. Mr. Dolanski holds a Corporate Governance certification from The Wharton School. Mr. Dolanski serves on several private company boards including Valence Surface Technologies, Lynx Software Technologies and as Chairman of MD Helicopters. | | | Key Qualifications and Skills: Experience in commercial aftermarket aerospace, business and general aviation distribution and maintenance, repair and overhaul (MRO) through senior leadership roles at Boeing and Raytheon in a career spanning more than 30 years. Governance experience as a member of the Catalyze Partners Board of Advisors, Business Executives for National Security (BENS) and the Texas Blockchain Council Advisory Board, and as a member of the Texas Diversity Council board of directors where he has been recognized with several diversity awards, including DiversityFIRST and CEO Champions of Diversity. Mr. Dolanski serves on several private company boards including Valence Surface Technologies, Lynx Software Technologies and as Chairman of MD Helicopters. |
ELECTION OF EIGHT DIRECTORS
| RALPH E. EBERHART | | | Age: 79 Director Since: 2007 Independent - Board Chair Other public company boards: •Amentum Holdings, Inc. | Background: General, U.S. Air Force (Ret.), formerly Commander of several major Commands and Unified Commands, including Commander of U.S. Northern Command, North American Aerospace Defense Command (NORAD), U.S. Space Command, Air Force Space Command, Air Combat Command & U.S. Forces, Japan. He also served as Vice Chief of the U.S. Air Force. General Eberhart retired from the U.S. Air Force in 2005 after 36 years of military service. He was then appointed as President (2004-2020), and served as Chair, of the Armed Forces Benefit Association (AFBA), a non-profit association, and as Chair of its related enterprise, 5Star Life Insurance Co. until 2022. General Eberhart has served on the Boards of several private and public companies, including Jacob Solutions, Inc., Terma North America, Inc., Triumph Group, Inc. (Chair of the Board) and Rockwell Collins. He currently serves on the Board of Amentum Holdings Inc., the American Air Museum in Britain (Chair of the Board), Segs4Vets, Palmer Land Conservancy and the Air Force Academy Endowment. | | | Key Qualifications and Skills: Experience as President (2004-2020) and Chair of the Armed Forces Benefit Association (until 2022) providing insight into challenges associated with managing complex organizations and holding management accountable for company performance. Expertise in the defense industry due to 36 years of experience in the U.S. Air Force, serving as Commander of several major Commands and Unified Commands, including Commander of U.S. Northern Command, North American Aerospace Defense Command (NORAD), U.S. Space Command, Air Force Space Command, Air Combat Command & U.S. Forces, Japan. He has also served as Vice Chief of the U.S. Air Force. |
ELECTION OF EIGHT DIRECTORS
| MARK E. FERGUSON III | | | Age: 69 Director Since: 2017 Independent Board Committees: •Audit •Nominating & Corporate Governance (Chair) Other public company boards: •Pacific Gas and Electric Corporation | Background: Mr. Ferguson has served as President and CEO of MK3 Global LLC, an independent aerospace consultancy with clients in government and the private space sector, since July 2016. He was previously a senior advisor at McKinsey & Company in their aerospace and defense practice (2016-2020). Mr. Ferguson's military service included assignment as Vice Chief of Naval Operations. He presently serves on the board of directors of Pacific Gas and Electric Corporation. Mr. Ferguson has previously served as audit chair for the Center for Naval Analyses, a federally funded research and development center. He has extensive experience in aerospace, cyber and risk management, artificial intelligence, human resources and executive compensation. | | | Key Qualifications and Skills: Experience in the defense industry due to 38 years of experience in the U.S. Navy, with service as the Vice Chief of Naval Operations from 2011 to 2014. Expertise in commercial aerospace with McKinsey & Company from 2016 to 2020. Holds a master’s degree in Computer Science from the Naval Postgraduate School and has expertise in cyber defense, congressional and regulatory affairs, strategic planning, artificial intelligence and personnel and operations management. |
ELECTION OF EIGHT DIRECTORS
| LLOYD E. JOHNSON | | | Age: 71 Director Since: 2022 Independent Board Committees: •Compensation & Human Resources •Nominating & Corporate Governance Other public company boards: •Haemonetics Corporation •Apogee Enterprises •Beazer Homes USA | Background: Former Global Managing Director, Finance and Internal Audit at Accenture Corporation from 2004 to 2015. Prior to that, Mr. Johnson served as Executive Director, M&A and General Auditor for Delphi Automotive PLC from 1999 to 2004 and held senior financial leadership positions at Emerson Electric Corporation, Sara Lee Corporation and Shaw Food Services. Mr. Johnson is a Certified Public Accountant and holds the National Association of Corporate Directors Directorship Certification designation. Mr. Johnson also serves as Chair of the AARP Board of Directors and as a trustee and vice-chair on the Business Partnership Foundation at the Darla Moore School of Business at the University of South Carolina. | | | Key Qualifications and Skills: Board financial expert with experience in accounting, finance, and audit. Experience on numerous company boards, with expertise in corporate governance, ethics, and risk management, as well as experience in ESG, cybersecurity, mergers and acquisitions, manufacturing, and distribution. |
ELECTION OF EIGHT DIRECTORS
| JOHN E. POTTER | | | Age: 70 Director Since: 2014 Independent Board Committees: •Compensation & Human Resources (Chair) •Nominating & Corporate Governance Other public company boards: None | Background: President and CEO of the Metropolitan Washington Airports Authority, an independent airport authority, since July 2011. He served as the United States Postmaster General and Chief Executive Officer of the United States Postal Service from 2001 to 2010. | | | Key Qualifications and Skills: Extensive management experience, leadership ability and record of accomplishment having served as United States Postmaster General for 10 years and held various management positions within the United States Postal Service prior to such appointment. More than 14 years of experience as President and Chief Executive Officer of the Metropolitan Washington Airports Authority, managing large, complex, and multifaceted transportation infrastructure projects. Provides insight into manufacturing, supply and distribution practices of large supply chain management organizations. |
ELECTION OF EIGHT DIRECTORS
| BONNIE K. WACHTEL | | | Age: 70 Director Since: 1991 Independent Board Committees: •Audit •Nominating & Corporate Governance Other public company boards: None | Background: Principal and Director, Wachtel & Co., Inc., a brokerage firm, since September 1984, with career experience including investment banking, investment advisory and oversight of internal controls. Ms. Wachtel previously served on the board of six Nasdaq listed companies, including WaveDancer, Inc. (now known as Firefly Neuroscience, Inc.), a provider of IT services and software, and The ExOne Company, a 3D printing solutions provider. Prior experience includes ten years served on the hearing panel for Nasdaq Listing Qualifications from 2006 to 2016. Ms. Wachtel is a Chartered Financial Analyst and member of the District of Columbia Bar. | | | Key Qualifications and Skills: Experience as Supervisory Control Principal and Director of Wachtel & Co., Inc., which provides management experience in financial systems, people, and processes. Service with the Listing Qualifications Panel of Nasdaq and holding of Chartered Financial Analyst certification provides expertise in the functioning of capital markets and insight into the enhancement of stockholder value. |
ELECTION OF EIGHT DIRECTORS
The Board unanimously recommends that Stockholders vote “FOR” the election of each of the eight persons nominated to serve as a Director of VSE for the ensuing year. Board, Committees and Corporate Governance Pursuant to the Company’s Corporate Governance Guidelines, at least a majority of the members of the Board must meet the independence requirements under the listing standards of the Nasdaq Stock Market (“Nasdaq”). In addition to the independence requirements under applicable law and the Nasdaq listing standards, a director will be considered independent only if the Board, based on any facts and circumstances the Board deems appropriate, finds that the director has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). In its independence review, the Board also considers transactions, relationships, and arrangements between each director or director nominee, and their respective immediate family members and the Company and management. The Nominating and Corporate Governance Committee is responsible for conducting an annual evaluation of whether each director qualifies as independent under applicable standards and for presenting its recommendation to the Board. Based on this recommendation and any other facts and circumstances the Board deems appropriate, the Board will, in its discretion, affirmatively determine and identify which directors qualify as independent annually. The Board has affirmatively determined that each of the current directors and director nominees (Messrs. Dolanski, Eberhart, Ferguson, Johnson, and Potter and Mses. Britt and Wachtel), other than Mr. Cuomo, are independent. Mr. Cuomo is employed by the Company and therefore does not meet the independence standards set forth in the Nasdaq listing standards. The independent directors who served during 2025 regularly had the opportunity to meet without any management members present. During 2025, there were four regular and five special Board meetings. Each of the directors attended at least 75% of the total number of Board meetings (in person or by telephone) and 100% of the meetings of Board committees on which he or she served in 2025. The Company does not have a specific policy regarding attendance at the annual stockholders meeting. All directors, however, are encouraged to attend if available, and the Company tries to ensure that at least one independent director attends the annual stockholders meeting and is available to answer stockholder questions. Seven of the eight directors serving at the time of VSE's 2025 Annual Meeting of Stockholders attended such meeting. Board Committees and Membership The Board has an Audit Committee, a Nominating and Corporate Governance Committee, and a Compensation Committee. The current charters for each of the Board committees are available on the Company's website, www.vsecorp.com. The Board committee members, as of the date of this 2026 Proxy Statement, are identified in the following table.
ELECTION OF EIGHT DIRECTORS
| Director | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | Anita D. Britt | Chair | ✓ | | | Edward P. Dolanski | ✓ | ✓ | | | Ralph E. Eberhart (1) | | | | | Mark E. Ferguson III | ✓ | | Chair | | Lloyd E. Johnson | | ✓ | ✓ | | John E. Potter | | Chair | ✓ | | Bonnie K. Wachtel | ✓ | | ✓ |
ELECTION OF EIGHT DIRECTORS
(1) General Eberhart is an ex-officio member of each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Audit Committee The primary purpose of the Audit Committee is to oversee the Company's accounting and financial reporting processes and the audits of the Company's financial statements. The Audit Committee is directly responsible for, among other things, the appointment, compensation, retention, and oversight of the Company's independent registered public accounting firm. The Audit Committee also provides oversight of the Company's enterprise risk management framework, including review of the Company's guidelines and policies with respect to risk assessment and risk management, specifically the Company's risk exposures in the areas of independent audit, financial reporting, internal controls, disclosure controls and internal audit, and evaluates the action management has taken to identify, monitor and control such exposures. The Board and Audit Committee have oversight responsibility for cybersecurity risks and incidents, including compliance with disclosure requirements, collaborating with law enforcement in connection with any incidents, and assessing related effects on financial and other risks. Findings and recommendations are reported, as deemed appropriate, to the full Board. Senior management, including the Company's Chief Information Security Officer (CISO), engages in regular discussions with the Audit Committee regarding cybersecurity risks, trends, and any potentially material incidents that may arise. Furthermore, the Board receives briefings on cybersecurity matters from the CISO on VSE's cybersecurity and information security policies and practices. The Board has determined that each of Ms. Britt, Mr. Dolanski, Mr. Ferguson, and Ms. Wachtel has the ability, experience, and skills to read and understand fundamental financial statements, including the Company's consolidated balance sheets and consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows, and is independent in accordance with SEC rules and Nasdaq listing standards. The Board has also determined that the Audit Committee's Chair, Ms. Britt, is an “audit committee financial expert” as defined in SEC Regulation S-K Item 407(d)(5). All of the Audit Committee members during 2025 were independent in accordance with applicable rules of the SEC and Nasdaq. The Audit Committee met three times during 2025. As of the Annual Meeting, the Audit Committee will be comprised of Ms. Britt (Chair), Mr. Dolanski, Mr. Ferguson and Ms. Wachtel. Compensation and Human Resources Committee The primary purpose of the Compensation Committee is to oversee the Company's compensation structure, to review and provide guidance to the Board regarding the compensation of VSE’s directors and executive officers, to review and provide guidance regarding employment agreements, to administer equity and other compensation plans, to administer the Company's clawback policy, to manage succession planning for the executive team, and to perform such other duties and responsibilities as are consistent with the committee’s charter. The Compensation Committee oversees the Company's risk management guidelines with respect to VSE's risk exposures related to compensation of directors and executive officers and the administration of VSE's incentive compensation and employee benefit plans, and evaluates the actions management has taken to identify, monitor and control such exposures. The Compensation Committee has the authority to retain outside counsel, compensation and benefits consultants, or other experts, as it deems appropriate. The Compensation Committee may form and delegate authority to subcommittees, or to one or more designated members of the Compensation Committee. Additional information on the role and responsibilities of the Compensation Committee, as well as the role of compensation consultants and executive officers in determining or recommending the amount or form of executive compensation, is provided below in the “Compensation Discussion and Analysis” section. All of the Compensation Committee members during 2025 were independent in accordance with applicable rules of the SEC and Nasdaq. The Compensation Committee met six times during 2025. As of the Annual Meeting, the Compensation Committee will be comprised of Mr. Potter (Chair), Ms. Britt, Mr. Dolanski, and Mr. Johnson. Nominating and Corporate Governance Committee The primary purpose of the Nominating and Corporate Governance Committee is to make recommendations to the Board with respect to nominees to be proposed for election as directors and to review corporate policies regarding, among other things, business conduct, securities trading, indemnification of VSE directors and officers, and conflicts of interest involving VSE directors, officers and employees. The Nominating and Corporate Governance Committee oversees the Company's risk management guidelines with respect to VSE's risk exposures in the areas of corporate governance, compliance and ethics, as well as succession planning, and the actions management has taken to identify, monitor and control such exposures. In addition, the Nominating and Corporate Governance Committee oversees the annual review and evaluation of the Board's performance and the performance of the Board's committees. All of the Nominating and Corporate Governance Committee members are independent in accordance with applicable rules of the SEC and Nasdaq. The Nominating and Corporate Governance Committee met three times during 2025. As of the Annual Meeting, the Nominating and Corporate Governance Committee will be comprised of Mr. Ferguson (Chair), Mr. Johnson, Mr. Potter and Ms. Wachtel. Oversight of Risk Management The Board has overall responsibility for oversight of the Company's risk management plans, policies and practices. Each Board committee has been assigned oversight of certain risks associated with its respective activities as discussed in this 2026 Proxy Statement, and each committee’s charter reflects these risk oversight responsibilities. The Board has approved a risk management policy that delineates the risk oversight responsibilities of management, the Board and its committees. The Company has also adopted an enterprise risk management framework that continuously monitors and evaluates the Company's business and operational risks and is a key driver of VSE's overall risk mitigation efforts. The Company's Audit Committee reviews and oversees the Company's enterprise risk management process. Director Identification and Evaluation The Board has delegated to the Nominating and Corporate Governance Committee the responsibility for recommending nominees for membership on the Board consistent with the criteria established by the Board. Under these criteria, candidates should have the highest professional and personal ethics and values, consistent with longstanding values and standards of the Company. As a group, the Board should have a mix backgrounds and experiences. Factors relevant to the selection of Board nominees may include nature and length of business experience, including experience in business areas related to our business and potential growth areas, in addition to other factors that promote alignment of the Board with the interests of stockholders. Board members should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to responsibly perform all director duties. Each director must represent the interests of all stockholders.
ELECTION OF EIGHT DIRECTORS
The Nominating and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. This committee periodically assesses the appropriate size of the Board, and whether any Board vacancies are expected due to retirement or otherwise. If vacancies are anticipated or otherwise arise, the Nominating and Corporate Governance Committee will consider various potential candidates for director. Candidates for nomination to the Board may be suggested by current directors, management, stockholders, or a third-party search firm engaged to assist with director recruitment. When engaging a third-party search firm, the Nominating and Corporate Governance Committee provides the firm with guidance as to the skills, experience, and qualifications it is seeking on the Board, and the search firm identifies potential candidates for the Nominating and Corporate Governance Committee’s consideration. In evaluating such nominations, the Nominating and Corporate Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board and to address the directorship criteria discussed above. In evaluating candidates, the Nominating and Corporate Governance Committee will make a preliminary review of a prospective candidate’s background, career experience, and qualifications based on available information. If the Nominating and Corporate Governance Committee determines that a particular candidate likely would contribute positively to the Board’s mix of skills and experiences, the Nominating and Corporate Governance Committee will conduct interviews with the candidate and may invite other directors or members of management to interview the candidate to assess the candidate’s overall qualifications. The Nominating and Corporate Governance Committee will consider the candidate in the context of the Board’s then-current composition and the needs of the Board and its committees and make a recommendation to the Board as to whether the candidate should be nominated for election. This procedure is the same for all candidates, including director candidates identified by stockholders. Consideration of Candidates Recommended by Stockholders Stockholders may recommend persons to be nominated for election as directors of VSE at the annual meeting of stockholders and the Nominating and Corporate Governance Committee will consider director candidate recommended by stockholders on the same basis and in the same manner as it considers all director candidates. To be considered, such recommendations must be submitted in accordance with VSE’s By-Laws. Please refer to “Stockholder Proposals” in this 2026 Proxy Statement. Leadership Structure of the Board The positions of Chair of the Board and VSE’s CEO are currently separated at VSE. The Board believes that this separation of positions serves the Company’s current needs and maintains independent oversight of management. The Board will review this policy and practice again in 2027. Communications with the Board Stockholders and other interested parties may send communications to the Board, any individual director or the independent directors as a group by submitting an email to board@vsecorp.com. Communications to the Board can also be submitted by mail to: VSE Corporation Board of Directors, c/o Corporate Secretary, 3361 Enterprise Way, Miramar, Florida 33025. Communications addressed to the Board or to a Board member are distributed to the Board or to any individual director or directors, as appropriate, depending upon the facts and circumstances outlined in the communication. The Corporate Secretary’s Office will submit to the Board or to any individual director or directors all communications received, excluding only those items that are not related to Board duties and responsibilities. Code of Business Conduct and Ethics The Board has adopted a Code of Business Conduct and Ethics that applies to all of VSE’s directors, officers, including VSE’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and employees. The Code of Business Conduct and Ethics is posted on VSE’s website at www.vsecorp.com. VSE intends to satisfy the disclosure requirements regarding any waiver or amendment of the Code of Business Conduct and Ethics with respect to VSE’s principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions, by posting such required information on VSE’s website. Corporate Governance Guidelines The Board has adopted Corporate Governance Guidelines, which together with the Restated Certificate of Incorporation, bylaws, committee charters and other key governance practices and policies, provide the framework for the Company’s corporate governance. The Board recognizes that ensuring that the Company observes good corporate governance practices is an ongoing endeavor. As a result, the Company's Corporate Governance Guidelines and governance practices and policies are subject to annual review by the Board to determine if they continue to promote the best interests of the Company and its stockholders and comply with all applicable laws, regulations and Nasdaq requirements. Insider Trading Policy VSE has adopted an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to the Company’s directors, officers, employees, and other covered persons. VSE also follows procedures for the repurchase of its securities. The Company believes that its insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to VSE. Availability of Corporate Governance Materials The Corporate Governance Guidelines, by-laws and committee charters are posted on VSE’s website at www.vsecorp.com. Compensation Committee Interlocks and Insider Participation During 2025, the Compensation Committee consisted of four non-employee directors (Mr. Potter, Mr. Johnson, Ms. Britt and Mr. Dolanski). No committee member was at any time during 2025 or at any other time an officer or employee of VSE. No executive officer of VSE serves or has served as a member of the compensation committee (or other committee performing similar functions) of another entity that had an executive officer who served on VSE’s Compensation Committee during 2025. No executive officer of VSE served on the board of directors or compensation committee (or other committee performing similar functions) of any entity that had one or more executive officers serving as members of the Board or Compensation Committee during 2025. Certain Relationships and Related Party Transactions The Company is not aware of any transaction since the beginning of 2025, or any currently proposed transaction, in which the Company was, is, or will be a participant and the amount involved exceeds $120,000, and in which any of the Company’s directors, director nominees, executive officers, greater than five percent shareholders, or certain family members of any of the foregoing persons or business entities with which such persons are affiliated had, have or will have a direct or indirect material interest.
ELECTION OF EIGHT DIRECTORS
The Company’s written Code of Business Conduct and Ethics generally addresses the topic of conflicts of interest and requires all executive officers and directors to (i) complete an annual questionnaire disclosing any conflicts of interest and (ii) disclose any potential or actual related party transactions as required by SEC Regulation S-K Item 404. Any potential conflict of interest involving an executive officer or director will be reviewed and, if necessary, approved or ratified by the Audit Committee, pursuant to its charter. When reviewing proposed related party transactions, the Audit Committee will consider all of the relevant factors, including, but not limited to (if and to the extent applicable): the impact on director independence; the availability of other sources for comparable products or services; the terms of the transaction; required disclosures; the dollar value of the transaction; the relative benefits to be obtained and obligations to be incurred by the Company; whether the terms of the transaction are comparable to those available to third parties; and whether the related party transaction is, overall, not inconsistent with the interests of the Company. The Audit Committee will not approve a related party transaction if it determines it to be inconsistent with the interests of the Company and its stockholders. 2025 Director Compensation Compensation of Non-Employee Directors for 2025 For 2025, the Company paid each non-employee director an annual cash retainer of $90,000 (increased from 2024 fee of $80,000). The Chair of the Board was paid an additional annual fee of $100,000 for his service as Chair. The Chairs of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee were each paid an additional annual fee of $20,000, $15,000 and $15,000, respectively, for their service as Chairs of the committees (the Nominating and Corporate Governance Committee Chair fee increased from 2024 fee of $12,500). Cash retainer fees are paid quarterly in arrears. Non-employee directors do not receive fees for attending Board or committee meetings. Each non-employee director was also eligible for an annual equity grant with a targeted value of $135,000 (increased from 2024 value of $110,000). As a result, each non-employee director was granted 1,454 shares of Stock on January 2, 2025 pursuant to the VSE Corporation 2006 Restricted Stock Plan (the "2006 Plan"). The closing price of VSE's Stock was $92.91 per share on January 2, 2025. No compensation is paid to any non-employee director for personal services rendered to VSE pursuant to a consulting or similar agreement between the director and VSE, or any of VSE’s subsidiaries, unless authorized as a special assignment by the Board. No such authorization was requested for or on behalf of any director in 2025. The foregoing procedures do not restrict reimbursement for expenses incurred by a director for attending meetings of the Board or Board committees. The following table provides information related to the compensation of each of the Company’s non-employee directors for fiscal year 2025.
ELECTION OF EIGHT DIRECTORS
| Name | Fees earned or paid in cash ($) (1) | Stock awards ($) (2) | Total ($) | | Ralph E. Eberhart | 190,000 | 135,091 | 325,091 | | Mark E. Ferguson III | 105,000 | 135,091 | 240,091 | | John E. Potter | 105,000 | 135,091 | 240,091 | | Bonnie K. Wachtel | 90,000 | 135,091 | 225,091 | | Edward P. Dolanski | 90,000 | 135,091 | 225,091 | | Anita D. Britt | 110,000 | 135,091 | 245,091 | | Lloyd E. Johnson | 90,000 | 135,091 | 225,091 |
COMPENSATION DISCUSSION AND ANALYSIS
| Compensation Program Key Principles: | | | What the Company Does: | | | ✓ | Alignment with Stockholders. Long-term incentive awards vest over a period of several years to reward sustained Company performance over time. | | ✓ | Pay for Performance. Executive compensation program is weighted heavily towards performance-based variable compensation. | | ✓ | Share Ownership Guidelines. NEOs must hold equity of a value equivalent to multiples of their base salaries (5x for CEO and 3x for all other NEOs). | | ✓ | Annual “Say-on-Pay” Vote. Seek an annual non-binding advisory vote from stockholders to approve compensation paid to NEOs as disclosed in the Proxy Statement. | | ✓ | Clawback Policy. Maintain a Nasdaq-compliant compensation clawback policy that provides for the recovery of certain incentive-based compensation of executive officers if an accounting restatement is required due to material noncompliance with any financial reporting requirement under the securities laws. | | ✓ | Double-Trigger Severance. Provide only double-trigger change-in-control cash severance and equity acceleration. | | ✓ | Annual Risk Assessments. The Compensation Committee analyzes business and market risks in setting executive compensation each year. | | ✓ | Peer Group Comparison. The Compensation Committee annually analyzes executive compensation relative to peer companies, with the support of an independent compensation consultant. | | ✓ | Decisions by Independent Compensation Committee. Executive compensation is approved by the Compensation Committee which is comprised solely of independent directors. | | ✓ | Independent Compensation Consultant. The Compensation Committee retains its own independent compensation consultant to advise on compensation matters. |
COMPENSATION DISCUSSION AND ANALYSIS
| What the Company Does Not Do: | | | ✗ | No Tax Gross-Ups in Change in Control Agreements. There is no executive employment or other agreement which provides excise tax gross ups in connection with a change in control. | | ✗ | No Hedging and Pledging of Company Stock. Company policies prohibit the hedging and pledging of Company Stock by executives and directors. | | ✗ | No Excessive Perquisites. No excessive perquisites are provided to NEOs. | | ✗ | No Dividends on Unvested Equity. Dividends are not accrued, earned or paid on restricted stock units until units are vested. |
COMPENSATION DISCUSSION AND ANALYSIS
Key Elements of 2025 Executive Compensation Program The VSE NEO compensation program currently has three forms of direct compensation: base salary, annual cash incentive awards, and long-term incentives. Long-term incentives include time and performance equity-based incentive awards and deferred supplemental compensation. Below is an overview of the program’s structure:
COMPENSATION DISCUSSION AND ANALYSIS
| Element | Type | Form | Key Characteristics | Purpose | | Base Salary | Fixed | Cash | Annual adjustments based on individual performance, market pay levels and internal pay equity. | Attracts, retains and rewards NEOs by providing a competitive fixed amount of compensation for service reflecting skill, responsibility, and experience. | | Annual Cash Incentive | Variable | Cash | Variable cash compensation, based on pre-established financial, strategic, and operational goals and individual performance. | Focuses NEOs on achievement of short-term financial, operational, and strategic goals. Aligns interests of NEOs with stockholders by promoting strong revenue, EBITDA, free cash flow, and achievement of other key strategic corporate objectives. | | Long-Term Incentive | Variable | Restricted Stock Units | Service-based restricted stock units (“RSUs”) that vest annually over a three-year period. | Helps retain NEOs through multi-year vesting of equity and deferred compensation awards. Motivates and rewards NEOs for the achievement of long-term corporate performance. Aligns NEOs’ interests with long-term stockholder interests. | | | | Performance Restricted Stock Units | Performance-based restricted stock units (“PRSUs”) that vest based on pre-established financial goals over a three-year performance period. | | | | | Deferred Supplemental Compensation | Annual award of up to 15% of base salary with total funding capped based on a pre-established financial goal. | |
COMPENSATION DISCUSSION AND ANALYSIS
The Compensation Committee reviews the compensation consultant's independence on an annual basis. For 2025, the Compensation Committee determined that there were no conflicts of interest as a result of any current or historical engagement with Aon. Say-on-Pay Vote of Stockholders As part of the compensation-setting process, the Compensation Committee considers the results of the stockholder advisory vote to approve the NEO compensation from the prior year. At the Company's 2025 annual meeting of stockholders, approximately 57.2% of the votes cast were voted in favor of the Say-on-Pay proposal. The Compensation Committee considered these results, together with feedback received through the Company's stockholder engagement efforts as described in the next section. Stockholder Engagement In 2025, the Company's longstanding practices of regular engagement with stockholders continued, covering a range of topics including Company strategy, business performance, corporate governance, and other relevant matters. Senior management participated in numerous investor meetings, calls, and conferences. These interactions provided investors with opportunities to meet key executives, ask questions, and share perspectives. Relevant feedback from stockholder outreach efforts is communicated to the Board or appropriate Committees for consideration, helping to ensure that input from stockholders informs decisions and strategic direction. The viewpoints of proxy advisory firms representing the interests of various stockholders are also considered, helping to guide the actions of the Board and Compensation Committee in enhancing the executive compensation program. In addition, in connection with the Company's Say-on-Pay vote, management conducted extensive stockholder outreach to solicit feedback specifically on the Company's executive compensation practices. Management conducted outreach to stockholders representing approximately 65% of the Company’s outstanding shares. Stockholders representing approximately 46% of the Company’s outstanding shares provided feedback, including many of the Company’s largest institutional investors. Stockholder meetings included participation by one or more of the following individuals: Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, VP of Investor Relations and Compensation Committee Chair. While the Say-on-Pay proposal received majority support, with 57.2% of votes cast in favor, this level of support was meaningfully lower than in prior years (for example, 83.2% support in 2024). In connection with the vote, the Company engaged with stockholders to better understand the decline in support. Stockholders were generally supportive of the Company and of the work done transitioning the business over the last few years. During these discussions, stockholders were asked for feedback and ideas for improvement. A few stockholders suggested concerns with the use of retroactive adjustments to performance metrics in the 2024 compensation program and the level of specificity disclosed with respect to the performance metrics used in the Company’s short- and long-term incentive programs. These themes were generally consistent with the concerns cited by proxy advisory firms in their voting recommendations. In addition, certain stockholders suggested that the Company consider transitioning certain Stock awards from graded vesting to cliff vesting and to incorporate a metric tied to shareholder value creation such as Total Shareholder Return ("TSR") or Return on Invested Capital ("ROIC") alongside adjusted EBITDA in the Company's incentive programs. The Compensation Committee carefully considered this feedback, and its responses are summarized below. Retroactive Metric Adjustments and Disclosure In direct response to stockholder feedback, the Compensation Committee did not modify or adjust 2025 performance goals after they had been initially established. Going forward, absent extraordinary circumstances, the Compensation Committee intends to limit any adjustments to those expressly defined or contemplated at the time performance goals are established, reinforcing the integrity and objectivity of the incentive framework. In this Proxy Statement, the Company provides enhanced transparency by disclosing the specific quantitative performance goals and the corresponding levels of achievement that determined 2025 incentive compensation payouts. The Company expects to maintain this level of disclosure in future proxy statements. The Board of Directors and the Compensation Committee believe these actions strengthen governance practices, enhance transparency, and further align executive compensation outcomes directly with measurable performance results and stockholder value creation. Stock Award Vesting Structure With respect to the vesting structure of Stock awards, certain stockholders suggested that the Company consider transitioning such Stock awards from ratable vesting to cliff vesting. The Compensation Committee carefully considered this feedback and determined that the Company’s current ratable vesting structure continues to support executive retention and leadership continuity. The Compensation Committee also considered the implications of an immediate shift to cliff vesting, including potential disruption to retention dynamics and increased compensation volatility. These transition risks would likely need to be counterbalanced by including a catch-up feature. At this time, the Compensation Committee believes maintaining the current vesting approach is in the best interests of stockholders and will continue to monitor market practices and stockholder feedback. TSR or ROIC as a Performance Metric The Committee believes that adjusted EBITDA remains the most appropriate primary metric at this stage of the Company’s transformation, as it is a key measure used by investors and market participants to evaluate the Company and its peer group and reflects operating performance during a period of significant portfolio repositioning and integration activity. At the same time, the Committee recognizes the importance of capital efficiency, disciplined investment, and cash flow and is actively evaluating if and when there is appropriate timing and structure for incorporating a TSR or ROIC-based metric in the future, in addition to the adjusted EBITDA metric. The Compensation Committee expects that, over time, the incentive framework may evolve to include a balanced set of profitability and return-based measures aligned with long-term stockholder value creation. Compensation Practices Related to Risk Management The Company's compensation programs are designed to be balanced and strategically focused on long-term value creation. This structure helps ensure that the highest levels of compensation are achievable only through consistent, superior performance over sustained periods. Additionally, certain compensation components are deferred or become realizable only after vesting periods, promoting long-term management and discouraging excessive short-term risk-taking. The targeted compensation mix is purposefully balanced among current cash payments, deferred cash payments, and equity awards. Stock Ownership Guidelines further mitigate risk by requiring NEOs to maintain meaningful stock ownership, aligning executive interests with stockholders’ objectives for long-term value enhancement. The Compensation Committee conducts regular reviews of the relationship between the Company's risk management policies and practices and the incentive compensation provided to NEOs. This helps ensure that compensation incentives promote prudent risk-taking while discouraging unnecessary and excessive risks. The Compensation Committee also examines the alignment between risk management policies, corporate strategy, and senior executive compensation.
COMPENSATION DISCUSSION AND ANALYSIS
Management conducts an annual assessment of the Company's overall compensation structure and presents its findings to the Compensation Committee. This evaluation considers factors such as the overall mix of compensation, performance metrics used in incentive programs, vesting periods, and the relationship between compensation programs and business risk. In March 2025, management reported the results of its evaluation to the Compensation Committee. Based on this assessment, the Compensation Committee concluded that the Company’s compensation policies and practices do not create risks reasonably likely to have a material adverse effect on the Company. Peer Group and Competitive Market Analysis Each year, the Compensation Committee, in consultation with management and supported by its independent compensation consultant, reviews and approves a peer group to provide relevant market context for executive compensation decisions. The Compensation Committee does not use a formulaic approach to set NEO compensation at a specific level or percentile relative to this peer group. However, peer group compensation data is periodically reviewed to evaluate the competitiveness of executive compensation practices, structures, and levels. For 2025 compensation decisions, the Compensation Committee utilized a peer group recommended by Aon in mid-2024. Aon's review considered the impact of the Company's Federal and Defense business divestiture, the Company's increased revenue and market capitalization, and the growing contribution of revenue and earnings from the Company's Aviation segment. 2025 Compensation Peer Group Adjustments Aon recommended the following adjustments to the 2025 Compensation Peer Group: Removal of: • Heritage-Crystal Clean, Inc. (acquired and de-listed) • Kaman Corporation (acquired and de-listed) Addition of: • Albany International Corp. • FTAI Aviation Ltd. • Woodward, Inc. These additions were selected for their alignment with industry focus and size criteria. Aon advised that the revised peer group appropriately aligns with the Company’s industry positioning, size, and total shareholder return performance relative to peer companies. Based on the 2025 Compensation Peer Group, the Company’s revenue and market capitalization are positioned at approximately the 37th and 32nd percentiles, respectively, relative to the peer group, reflecting that the Company’s size is generally consistent with the selected peers. Based on this review, the Compensation Committee approved the recommended adjustments, resulting in the 2025 Compensation Peer Group. 2026 Compensation Peer Group Adjustments Aon recommended the following adjustments to the 2026 Compensation Peer Group: Removal of: •Air Transport Services Group, Inc. •Barnes Group Inc. •Dorman Products, Inc. •H&E Equipment Services, Inc. •ICF International, Inc. •Motorcar Parts of America, Inc. •Standard Motor Products, Inc. •Stoneridge, Inc. •Triumph Group, Inc. These companies were removed either due to pending or completed acquisitions, the divestiture of the Company’s Fleet segment, or due to lower market capitalization and/or total shareholder return performance. Addition of: •AeroVironment, Inc. •Kratos Defense & Security Solutions, Inc. •Leonardo DRS, Inc. •Loar Holdings Inc. •Moog Inc. •MSC Industrial Direct Co., Inc. These companies were added to better represent the Company’s increased focus in the aerospace sector and size, as well as strong 1-year or 3-year total shareholder return performance. The Compensation Committee determined that the revised peer group was consistent with the Company’s operational markets. The following chart includes the Company's 2025 and 2026 Compensation Peer Groups:
COMPENSATION DISCUSSION AND ANALYSIS
| Peer Company | 2025 Compensation Peer Group (1) | 2026 Compensation Peer Group (2) | | AAR Corp. | ✓ | ✓ | | AerSale Corporation | ✓ | ✓ | | Astronics Corporation | ✓ | ✓ | | Dorman Products, Inc. | ✓ | | | Ducommun Incorporated | ✓ | ✓ | | H&E Equipment Services, Inc. | ✓ | | | ICF International, Inc. | ✓ | | | Motorcar Parts of America, Inc. | ✓ | | | Standard Motor Products, Inc. | ✓ | | | Stoneridge, Inc. | ✓ | | | Air Transport Services Group, Inc. | ✓ | | | Barnes Group Inc. | ✓ | | | Hexcel Corporation | ✓ | ✓ | | Triumph Group, Inc. | ✓ | | | Albany International Corp. | ✓ | ✓ | | FTAI Aviation Ltd. | ✓ | ✓ | | Woodward, Inc. | ✓ | ✓ | | AeroVironment, Inc. | | ✓ | | Kratos Defense & Security Solutions, Inc. | | ✓ | | Leonardo DRS, Inc. | | ✓ | | Loar Holdings Inc. | | ✓ | | Moog Inc. | | ✓ | | MSC Industrial Direct Co., Inc. | | ✓ |
COMPENSATION DISCUSSION AND ANALYSIS
(1) For the 2025 Compensation Peer Group, based on Aon's recommendation, the Company removed Heritage-Crystal Clean, Inc. and Kaman Corporation because they were no longer public companies, and added Albany International Corp., FTAI Aviation Ltd. and Woodward, Inc. as new members of the peer group because they met the industry focus (aviation), market and size criteria, and had strong one-year and three-year TSR performance. (2) For the 2026 Compensation Peer Group, based on Aon's recommendation, the Company removed Air Transport Services Group, Inc., Barnes Group Inc., Dorman Products, Inc., H&E Equipment Services, Inc., ICF International, Inc., Motorcar Parts of America, Inc., Standard Motor Products, Inc., Stoneridge, Inc., and Triumph Group, Inc. because of pending or completed acquisitions, industry focus, or due to market performance. The Company added AeroVironment, Inc., Kratos Defense & Security Solutions, Inc., Leonardo DRS, Inc., Loar Holdings Inc., Moog Inc., and MSC Industrial Direct Co., Inc. to better reflect the Company’s aerospace focus, size, and strong recent shareholder returns. 2025 Components of Executive Compensation The three key elements of the Company's executive compensation program are base salary, annual cash incentive awards, and long-term incentives. The long-term incentives include time and performance equity-based incentive awards and deferred supplemental compensation. The following sets forth the program design and, where applicable, metrics and 2025 payouts with respect to each component of the 2025 NEO compensation program. Base Salary Base salary is the principal “fixed” cash element of executive compensation. The Company's compensation program supports competitive base salaries as a necessary element of overall compensation to attract and retain highly qualified executive officers. The Compensation Committee also believes that it is important that each NEO receives a market-competitive base salary as compared to like executives in the peer group. In addition, while the compensation for the executive team is weighted towards long-term equity compensation, the need to broadly align salaries with the peer group and other public industry competitors is recognized. The initial base salary of each NEO was established at hire date. The Compensation Committee reviews base salaries on an annual basis and may adjust them from time to time, with a goal of providing competitive, fixed cash compensation to the executive officers. The Compensation Committee generally references base salaries at or slightly above the median for comparable positions in the peer group when making base salary determinations. For 2025, based on the 2025 Compensation Peer Group data and the recommendation of Aon, the Compensation Committee approved increases to the base salaries of Messrs. Cuomo and Thomas. As discussed above, in July 2024, the Compensation Committee approved an updated compensation peer group to better reflect the Company's transformed business following the divestiture of its Federal and Defense segment. As part of this review, the Compensation Committee considered updated market analyses for executive roles. The Compensation Committee determined that Mr. Cuomo's base salary and total direct compensation were positioned below market levels relative to the revised peer group. Due to the Company's strong performance in 2024, the Compensation Committee approved an 11.1% increase to Mr. Cuomo's base salary. In connection with Mr. Thomas’ appointment to the expanded role of Chief Operating Officer, the Compensation Committee reviewed competitive compensation data for similarly situated executive roles, including benchmark data from the 2025 Compensation Peer Group and survey data from the Radford McLagan Compensation Database. In its evaluation, the Compensation Committee considered the addition of full profit and loss responsibility across the Aviation segment, oversight of newly acquired business integration activities, and enterprise-wide Information Technology leadership. Following this review, the Compensation Committee approved a 22.2% increase to Mr. Thomas’ base salary to position his compensation more appropriately relative to the competitive market range for comparable chief operating officer roles. The Compensation Committee determined that such changes in executive base salary would allow the Company to be market competitive, provide for incentives that are intended to attract, retain and motivate the current executive officers and help align executive and shareholder value creation over the medium and long term. The 2025 base salaries for the NEOs (which were effective as of January 1, 2025), as compared to their year-end 2024 base salaries, are set forth below:
COMPENSATION DISCUSSION AND ANALYSIS
Annual Incentive Award NEOs are eligible to earn an annual cash incentive designed to reward and promote the achievement of the Company’s short-term annual business objectives while enhancing stockholder value. The 2025 annual incentive award program (the “AIP”) was based primarily on achieving certain annual financial results established by the Compensation Committee and approved by the Board at the beginning of the year. The Compensation Committee maintains discretion on AIP allocation for all participating NEOs. The key financial performance metrics for the AIP were: revenue, adjusted EBITDA, and adjusted free cash flow. The Compensation Committee selected revenue, adjusted EBITDA, and adjusted free cash flow because they are key financial and operational metrics that measure the Company performance as aligned with current market conditions, peer group comparison and shareholder value creation. The performance metrics for the AIP also include an individual component for each participating NEO, which was based on key business goals and performance as well as contribution to the management team’s execution of the overall operating and strategic plan for the Company, in each case as subjectively evaluated by the Compensation Committee in its discretion. The participating NEOs' key business goals under the AIP program included the following: (i) progress towards the integration of the Turbine Controls and Kellstrom businesses and related systems, with targeted completion of approximately 75% during 2025; (ii) implementation of the OEM Solutions licensed program, with targeted completion of approximately 90% during 2025; (iii) execution of the sale and separation of the Company’s Fleet segment and restructuring of the organization and operating model following the divestiture, including alignment under a “One VSE” structure; (iv) retention of key employees and development of internal talent to support succession planning and long-term leadership continuity; and (v) organic pipeline development to support the Company’s long-term growth strategy, including progress toward a $2 billion revenue objective. For purposes of the AIP, adjusted EBITDA represents net income before interest expense, income taxes, amortization of intangible assets and depreciation and other amortization adjusted for discrete items such as acquisition, integration, divestiture and restructuring costs (primarily related to the acquisition of Turbine Weld and Aero 3, and the Fleet divestiture) and stock-based compensation. For purposes of the AIP, adjusted free cash flow means cash provided from operating activities less capital expenditures adjusted for the after-tax impact of items identified as part of the Company’s reported adjusted EBITDA. Each of the metrics is measured on a consolidated basis for the Company. In establishing the goals for each metric, the Compensation Committee considered how achievement of the performance goals could be impacted by events expected to occur in the future, and how likely it would be for the goals to be achieved. The target goals were established at levels that were appropriately challenging to attain, aligned with market and customer conditions, and required considerable effort on the part of each NEO to achieve. Achievement of above-target goals (where applicable) is considered to be a “stretch” target given market conditions. The weightings utilized for each metric are detailed below. The AIP for Messrs. Cuomo, Cohn, and Thomas consisted of four weighted elements as illustrated in the table below:
COMPENSATION DISCUSSION AND ANALYSIS
For 2025, the Compensation Committee approved changes to the weighting of the annual cash incentive performance metrics to place greater emphasis on profitability while reducing emphasis on revenue, consistent with investor focus areas. Performance against each financial performance metric was assessed relative to threshold target, and maximum performance levels, with payouts prorated on a straight-line basis between levels. Target 2025 Annual Incentive Award After reviewing the 2025 Compensation Peer Group data and in consultation with Aon, the Compensation Committee set the target bonus percentages and amounts for each participating NEO for the AIP. To receive a payout under the AIP, a participating NEO must be an employee during the fiscal year that the bonus payment is earned and at the time when the bonus payment is made. The participating NEOs’ threshold, target, and maximum opportunities under the AIP awards (expressed as dollar amounts and as percentages of base salary) were as follows:
COMPENSATION DISCUSSION AND ANALYSIS
For 2025, based on the 2025 Compensation Peer Group data and the recommendation of Aon, Mr. Cuomo's AIP target opportunity was increased from 100% of base salary to 110% of base salary, and Mr. Thomas’ AIP target opportunity was increased from 60% of base salary to 75% of base salary based on the pay study for his increased responsibilities as COO. Mr. Cohn's AIP target opportunity (as a percentage of base salary) remained the same as in 2025. With respect to each financial performance metric under the AIP awards, goals are set such that at target 100% of the portion of the award related to such metric would be earned, with a threshold below which 0% of such portion would be earned and at which 50% of such portion would be earned, and with a maximum at or above which 200% of such portion would be earned, with the actual payout earned determined based on where actual performance falls between those levels based on linear interpolation. Performance Targets - Financial Metrics The Compensation Committee established threshold, target, and maximum performance levels for each financial metric in connection with its approval of the Company’s 2025 executive incentive compensation. In establishing the 2025 targets, the Compensation Committee defined the scope of the applicable financial metrics to exclude the Fleet segment and stock-based compensation expense (consistent with the current definition of adjusted EBITDA) and to include the Turbine Weld acquisition, to ensure that incentive targets reflected the Company’s current business portfolio and operating structure. The Compensation Committee excluded any financial impact of Aero 3 which was acquired on December 23, 2025 due to the limited period of ownership. Threshold and maximum performance levels were set relative to target performance to reflect an appropriate range of performance outcomes. Specifically: •Revenue: threshold performance of 15% below target and maximum performance of 10% above target •Adjusted EBITDA: threshold performance of 15% below target and maximum performance of 10% above target •Adjusted Free Cash Flow: threshold performance of $20 million below target and maximum performance of $20 million above target. Individual Key Business Goals For the individual business goal portion of the AIP, the Compensation Committee evaluated the contributions and performance of individual participating NEOs relative to the 2025 key business objectives described above. In addition, the Compensation Committee, with input from the CEO, evaluated the achievement level for each continuing NEO based on individual accomplishments, achievements of annual operating plans, and total shareholder returns during 2025. The subjective component of the AIP was determined following an evaluation of the Company’s annual operating plan objectives, which are designed to support both annual and long-term financial performance, as well as execution of the Company’s growth and transformation strategy. In 2025, the executive team made substantial progress in advancing the Company’s multi-year transformation into a focused aviation aftermarket business. Key priorities included the integration of newly acquired businesses, realization of acquisition-related synergies, and implementation of strategic OEM and licensed programs designed to drive incremental revenue and earnings. The Company also successfully executed the sale and business separation of the Fleet segment and completed a comprehensive organizational realignment following the divestiture, aligning the enterprise under a unified “One VSE” operating model. Significant accomplishments during the year included meaningful progress on the integration of Turbine Controls and Kellstrom, substantial advancement of the OEM Solutions licensed program implementation, and the successful execution of a follow-on equity offering to strengthen the Company’s capital position and support future growth initiatives. In parallel, management implemented targeted employee retention and internal talent development initiatives to enhance succession planning, leadership continuity, and operational stability, while building a robust organic pipeline to support a long-term revenue trajectory toward $2 billion. As a result of these strategic actions and overall strong operational and financial performance, the Company delivered total shareholder returns in 2025 that exceeded applicable industry benchmarks. In recognition of these accomplishments, the Compensation Committee determined that maximum achievement was warranted for the individual evaluations of Mr. Cuomo, Mr. Cohn, and Mr. Thomas. Following its review of the achievement of the financial metrics and individual business goals, the Compensation Committee recommended, and the Board approved, the AIP award payouts for the NEOs. The table below sets forth the actual performance level with respect to each of the AIP financial metrics as approved by the Compensation Committee.
COMPENSATION DISCUSSION AND ANALYSIS
| Performance Metric | Weighting | Threshold ($ millions) | Target ($ millions) | Max ($ millions) | Actual Results ($ millions, if applicable) | Payout Percentage | | Revenue | 30% | $906 | $1,066 | $1,173 | $1,109 | 140% | | Adjusted EBITDA | 40% | $132 | $155 | $171 | $181 | 200% | | Adjusted Free Cash Flow | 20% | $(40) | $(20) | $0 | $15 | 200% | | Individual Business Goals | 10% | N/A | N/A | N/A | Max | 200% | | Total Weighted Payout Percentage | | | | | | 182% |
COMPENSATION DISCUSSION AND ANALYSIS
| Executive | 2025 Base Salary | Target ($) | Total Actual AIP Payout | Actual as a % of Target | Actual as a % of Salary | | John A. Cuomo | $1,000,000 | $1,100,000 | $2,002,000 | 182% | 200% | | Adam R. Cohn | $550,000 | $412,500 | $750,750 | 182% | 137% | | Benjamin Thomas | $550,000 | $412,500 | $750,750 | 182% | 137% |
COMPENSATION DISCUSSION AND ANALYSIS
Long-term Incentive Award Each year, NEOs are generally granted long-term incentive awards in the form of equity and cash-based awards. The two components of the Company’s 2025 long-term incentive program are the LTI Program (as defined below) and the Deferred Supplemental Compensation Plan (“DSC Plan”). The Compensation Committee determines the amount of these awards, as well as the mix or weighting of these awards. Long-term Incentive Equity Program In 2025, NEOs were generally eligible to receive restricted stock units, consisting of both service-based restricted stock units ("RSUs") that vest over a three-year vesting period and performance-based RSUs ("PRSUs") that are earned based on performance over three individual performance years during a three-year performance period. The RSU and PRSU awards comprise the current long-term incentive equity program for the NEOs (the “LTI Program”). Time and service-based RSUs provide a retention incentive, and PRSUs both provide a retention incentive and align compensation to financial performance. For 2025 PRSU awards, performance is earned and aligned based on an adjusted EBITDA metric. The following illustrates VSE’s 2025 LTI Program structure:
COMPENSATION DISCUSSION AND ANALYSIS
| | TIME-BASED | | | | Restricted Stock Units (RSUs) 160% of Base Salary for CEO 58% of Base Salary for CFO 58% of Base Salary for COO | RETENTION Fixed number of RSUs that vest ratably over three years | | LONG-TERM EQUITY INCENTIVE AWARDS | | | | | PERFORMANCE-BASED (1) | | | | Performance-based Restricted Stock Units (PRSUs) 240% of Base Salary for CEO 87% of Base Salary for CFO 87% of Base Salary for COO | PERFORMANCE/GROWTH Conditional number of shares payable based on adjusted EBITDA; one-third eligible to vest during each year of the three-year performance period |
COMPENSATION DISCUSSION AND ANALYSIS
When considering the total long-term equity-based incentive award amount granted to each participating NEO, the Compensation Committee reviews the comparison to the peer group, the relative value of each compensation element, VSE’s recent performance, the expense of such awards, and the impact on dilution. Time-based RSUs. The Compensation Committee grants time-based RSUs to assist in retaining NEOs and increase equity ownership, which further aligns NEOs’ interests with those of stockholders. The following table sets forth the time-based RSUs that were granted to the participating NEOs in February of 2025. The units generally vest in three equal installments in February 2026, 2027, and 2028, subject to continuous employment.
COMPENSATION DISCUSSION AND ANALYSIS
| Executive | Base Salary | Target % of Salary | Target RSU Award Value | # of RSUs Granted | | John A. Cuomo | $1,000,000 | 160% | $1,600,000 | 13,502 | | Adam R. Cohn | $550,000 | 58% | $319,000 | 2,692 | | Benjamin Thomas | $550,000 | 58% | $319,000 | 2,692 |
COMPENSATION DISCUSSION AND ANALYSIS
For 2025, following a review of competitive market data from the Company’s 2025 Compensation Peer Group and in consultation with its independent compensation consultant, Aon, the Compensation Committee approved increases to the target value of time-based RSU awards for Mr. Cuomo (from 120% to 160% of base salary) and Mr. Thomas (from 50% to 58% of base salary). These adjustments were designed to better position target long-term incentive opportunities relative to market levels. In approving Mr. Thomas’ increase, the Committee also considered his expanded role as Chief Operating Officer. The Compensation Committee determined that this alignment would allow the Company to be market competitive, provide for awards that are intended to attract, retain, and motivate the current executive officers and align executive and shareholder wealth creation over the long term. The Compensation Committee maintained Mr. Cohn’s total long-term incentive opportunity for 2025 at the same level as the prior year. Consistent with the Company’s standard guideline that long-term incentive equity be delivered 60% in PRSUs and 40% in RSUs, the Compensation Committee adjusted the allocation of Mr. Cohn’s equity awards resulting in a decrease in the target value of RSUs from 60% of base salary to 58% of base salary and a corresponding increase in PRSU target value. This adjustment reflected a correction to the prior year’s allocation, which did not align with the Company’s guideline, and did not change Mr. Cohn’s overall long-term incentive opportunity. In connection with entering into an amended employment agreement in December 2024, Mr. Cuomo received a special grant of time-based RSUs on January 1, 2025, valued at approximately $1,500,000, which RSUs generally vest in substantially equal installments on December 31, 2026 and December 31, 2027, subject to continued employment ("Cuomo Special Grant"). The Compensation Committee approved the Cuomo Special Grant following a comprehensive review of competitive market data and in recognition of Mr. Cuomo’s sustained performance and leadership in executing the Company’s strategic priorities. The Compensation Committee determined that Mr. Cuomo’s target total direct compensation was below its intended competitive positioning relative to the Company’s 2024 compensation peer group and approved the grant to better align his compensation with market levels, positioning him at approximately the 76th percentile of peer group compensation. In approving the Cuomo Special Grant, the Committee also considered the increased scope and complexity of Mr. Cuomo’s responsibilities as the Company continues to grow and scale, as well as the importance of executive continuity and retention in support of the Company’s ongoing strategic initiatives and long-term performance objectives. The award was delivered entirely in long-term equity with multi-year vesting to reinforce alignment with stockholders and sustained long-term value creation. Performance-based RSUs. PRSUs are equity awards that may be earned based on achievement with respect to pre-established financial goals. PRSUs are subject to a three-year performance period, with one-third of the opportunity eligible to vest based on financial performance during each year of the performance period. The PRSU program includes a “catch up” opportunity in the second and third years of the performance period based on cumulative performance through the end of each such year. Following the completion of the second year of the performance period, performance from the beginning of the first year through the end of the second year is measured on a cumulative basis. The resulting cumulative performance level (measured against the second-year cumulative targets) determines a cumulative payout percentage. If the cumulative payout percentage exceeds the number of PRSUs previously earned for years one and two of the performance cycle, the excess shares are earned. A similar cumulative measurement is performed at the conclusion of the third year of the performance period. This structure is designed to promote sustained long-term performance and disciplined decision-making over the full multi-year performance horizon. By measuring cumulative results, the program rewards consistent execution and allows for recovery from short-term volatility, while not eliminating accountability for annual performance. Underperformance in any single year is not automatically offset; rather, payouts reflect total performance achieved relative to cumulative targets. The Compensation Committee believes this design reduces incentives for short-term actions that could adversely impact long-term value creation, encourages management to pursue strategic investments that may span multiple fiscal years, and aligns realized compensation with sustained operating and financial performance. The number of PRSUs earned for each performance year vests in the first quarter of the subsequent year based on achievement of the performance metrics and continued service. When combined with time-based RSUs that vest over three years, the overall equity structure reinforces retention, long-term alignment with stockholders, and a focus on durable value creation. Description of 2025 PRSU Awards The 2025 PRSU award is based on the Company’s adjusted EBITDA performance for the three-year period from 2025 to 2027. For each year of the performance period, an adjusted EBITDA performance metric is set such that at the target 100% of the award would be earned, with a threshold below which 0% of such year’s opportunity would be earned and at which 33% of such year's opportunity would be earned, and with a maximum at or above which 200% of such year’s opportunity would be earned, with the actual number of units earned determined based on where actual performance falls between those levels based on linear interpolation. 2025 PRSU Performance Targets The Compensation Committee established threshold, target, and maximum adjusted EBITDA performance levels for each year of the three-year performance period in connection with its approval of the 2025 PRSU awards. Threshold and maximum performance levels were set relative to target performance to reflect an appropriate range of performance outcomes. In establishing the 2025 targets, the Compensation Committee defined the scope of the applicable financial metrics to exclude the Fleet segment and stock-based compensation expense (consistent with the current definition of adjusted EBITDA) and to include the Turbine Weld acquisition, to ensure that incentive targets reflected the Company’s current business portfolio and operating structure. The Compensation Committee excluded any financial impact of Aero 3 which was acquired on December 23, 2025 due to the limited period of ownership. Performance targets applicable to outstanding PRSU awards granted in prior years that included fiscal 2025 as a performance year were addressed separately, as described below under “Description of Prior Year Awards for 2024 and 2023.” Threshold, target and maximum goal levels for adjusted EBITDA, and related payout percentage, are set forth in the table below, as approved by the Compensation Committee when it established the goals in 2025.
COMPENSATION DISCUSSION AND ANALYSIS
| Performance Metric | Threshold ($ millions) | Target ($ millions) | Max ($ millions) | Actual Results ($ millions) | Payout Percentage | | Adjusted EBITDA | $140 | $155 | $171 | $181 | 200% |
COMPENSATION DISCUSSION AND ANALYSIS
For 2025, based on the 2025 Compensation Peer Group data and the recommendation of Aon, the NEO's PRSU target opportunities were increased from their respective 2024 PRSU target values as follows: Mr. Cuomo's PRSU target value was increased from 180% of base salary to 240% of base salary and Mr. Thomas' PRSU target value was increased from 72.5% of base salary to 87% of base salary. In approving Mr. Thomas’ increase, the Committee considered his expanded role as Chief Operating Officer. These changes were also intended to continue to align target long-term incentive award values more closely with the 2025 Compensation Peer Group median. The Compensation Committee determined that this alignment would allow the Company to be market competitive, provide for awards that are intended to attract, retain and motivate the current executive officers and help align executive and shareholder wealth creation over the long term. The Compensation Committee maintained Mr. Cohn’s total long-term incentive opportunity for 2025 at the same level as the prior year. Consistent with the Company’s standard guideline that long-term incentive equity be delivered 60% in PRSUs and 40% in RSUs, the Compensation Committee adjusted the allocation of Mr. Cohn’s equity awards resulting in an increase in the target value of PRSUs from 85% of base salary to 87% of base salary and a corresponding decrease in RSU target value. This adjustment reflected a correction to the prior year’s allocation, which did not align with the Company’s guideline, and did not change Mr. Cohn’s overall long-term incentive opportunity. Description of Prior Year Awards for 2024 and 2023 The 2024 PRSU award is based on the Company’s adjusted EBITDA performance for the three-year period from 2024 to 2026. For each year of the performance period, an adjusted EBITDA performance metric is set such that at the target 100% of the award would be earned, with a threshold below which 0% of such year’s opportunity would be earned and at which 33% of such year's opportunity would be earned, and with a maximum at or above which 200% of such year’s opportunity would be earned, with the actual number of units earned determined based on where actual performance falls between those levels based on linear interpolation. In establishing the 2025 targets, the Compensation Committee defined the scope of the applicable financial metrics to exclude the Fleet segment and to include the Turbine Weld acquisition, to ensure that incentive targets reflected the Company’s current business portfolio and operating structure. The Compensation Committee excluded any financial impact of Aero 3 which was acquired on December 23, 2025 due to the limited period of ownership. Threshold, target and maximum goal levels for adjusted EBITDA, and related payout percentage, are set forth in the table below, as approved by the Compensation Committee.
COMPENSATION DISCUSSION AND ANALYSIS
| Performance Metric | Threshold ($ millions) | Target ($ millions) | Max ($ millions) | Actual Results ($ millions, if applicable) | Payout Percentage | | Adjusted EBITDA | $123 | $137 | $150 | $168(1) | 200% |
COMPENSATION DISCUSSION AND ANALYSIS
(1) Results differ from those for the 2025 tranche of the 2025 PRSU awards because the adjusted EBITDA measurement established by the Compensation Committee for the 2025 awards excludes stock-based compensation expense. The 2023 PRSU award is based on the Company’s adjusted EBITDA performance for the three-year period from 2023 to 2025. For each year of the performance period, an adjusted EBITDA performance metric is set such that at the target 100% of the award would be earned, with a threshold below which 0% of such year’s opportunity would be earned and at which 33% of such year's opportunity would be earned, and with a maximum at or above which 200% of such year’s opportunity would be earned, with the actual number of units earned determined based on where actual performance falls between those levels based on linear interpolation. In establishing the 2025 targets, the Compensation Committee defined the scope of the applicable financial metrics to exclude the Fleet segment and to include the Turbine Weld acquisition, to ensure that incentive targets reflected the Company’s current business portfolio and operating structure. The Compensation Committee excluded any financial impact of Aero 3 which was acquired on December 23, 2025 due to the limited period of ownership. Threshold, target and maximum goal levels for adjusted EBITDA, and related payout percentage, are set forth in the table below, as approved by the Compensation Committee.
COMPENSATION DISCUSSION AND ANALYSIS
| Performance Metric | Threshold ($ millions) | Target ($ millions) | Max ($ millions) | Actual Results ($ millions, if applicable) | Payout Percentage | | Adjusted EBITDA | $123 | $137 | $150 | $168(1) | 200% |
COMPENSATION DISCUSSION AND ANALYSIS
| Executive | Maximum Potential 2025-2027 PRSUs Vesting in 2026 | Actual 2025-2027 PRSUs Vesting in 2026 | | | (# of Shares) | (# of Shares) | | John A. Cuomo | 13,502 | 13,502 | | Adam R. Cohn | 2,692 | 2,692 | | Benjamin Thomas | 2,692 | 2,692 |
COMPENSATION DISCUSSION AND ANALYSIS
| Executive | Maximum Potential 2024-2026 PRSUs Vesting in 2026 | Actual 2024-2026 PRSUs Vesting in 2026 | | | (# of Shares) | (# of Shares) | | John A. Cuomo | 14,289 | 14,289 | | Adam R. Cohn | 3,795 | 3,795 | | Benjamin Thomas | 2,879 | 2,879 |
COMPENSATION DISCUSSION AND ANALYSIS
| Executive | Maximum Potential 2023-2025 PRSUs Vesting in 2026 | Actual 2023-2025 PRSUs Vesting in 2026 | | | (# of Shares) | (# of Shares) | | John A. Cuomo | 20,081 | 20,081 | | Adam R. Cohn (1) | — | — | | Benjamin Thomas | 3,640 | 3,640 |
COMPENSATION DISCUSSION AND ANALYSIS
Other Compensation In addition to the elements of total direct compensation described above, the executive compensation program includes other elements of compensation that are designed primarily to attract, motivate, and retain executives critical to the Company's long-term success and to provide a competitive compensation structure. VSE executive officers, including the NEOs, are eligible to participate in the VSE Employee 401(k) Plan, which is an Internal Revenue Service qualified plan available to all eligible employees. During 2025, VSE paid a 401(k) matching contribution equal to 100% of the employee deferral on the first 3% of the employee pay deferred and 50% of the employee deferral on the next 2% of the employee pay deferred, with all such contributions fully vested when made. Specific amounts contributed to the VSE 401(k) Plan on behalf of the NEOs are included in the “2025 Summary Compensation Table” under the heading “All Other Compensation” set forth below. The Company offers an employee stock purchase plan to employees (including the NEOs) that generally allows participants to purchase Stock at a discount. This plan further enhances the alignment between the interests of employees (including NEOs) with those of stockholders. As described in the “All Other Compensation” section under Executive Compensation, Mr. Cuomo received relocation benefits in connection with the Company’s decision to relocate its corporate headquarters from Alexandria, Virginia to Miramar, Florida. In light of this strategic corporate relocation, Virginia ceased to be Mr. Cuomo’s primary state of residence. The relocation benefit was provided as a fixed cash amount to facilitate the transition and to offset costs associated with establishing a primary residence in the new headquarters location. The Compensation Committee approved the benefit to support leadership continuity and ensure Mr. Cuomo’s full-time presence in the Company’s new principal executive offices following the relocation. The Compensation Committee determined that providing relocation support in connection with the headquarters move was appropriate and consistent with market practice for executive relocations resulting from a corporate decision. No ongoing housing or relocation allowances were provided beyond this fixed relocation benefit. Employment Agreements and Severance Arrangements During 2025, the Company was a party to employment agreements with each of the NEOs. These agreements provide for severance benefits that are payable upon a termination without “cause” or for “good reason,” either prior to or in connection with a change in control of the Company. In general, the severance provisions under these agreements are designed to promote the stability and continuity of senior management. The actual severance benefits set forth in the employment agreements were determined based on the Compensation Committee’s judgment and advice received by the Compensation Committee from its independent compensation consultant. Information regarding the key terms of these agreements is summarized in the “Executive Compensation” section below under the caption “Potential Payments Upon Termination or Change in Control.” Stock Ownership Guidelines The Compensation Committee believes that meaningful stock ownership by executive officers is important in aligning management’s interests with the interests of stockholders. All of the NEOs are in compliance with the stock ownership guidelines or within their five-year initial period to achieve such guidelines. Stock ownership guidelines are implemented to require continuing NEOs to maintain consistent ownership of Stock based on a multiple of the executive’s annual base salary as set forth below:
COMPENSATION DISCUSSION AND ANALYSIS
Clawback Policy In 2023, the Company adopted a new Compensation Clawback Policy (the “Clawback Policy”), which complies with both the new rules promulgated by the Nasdaq Stock Market and SEC requirements and standards. The Clawback Policy provides for the prompt recovery (or clawback) of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. Triggering events include accounting restatements to correct an error in previously issued financial statements that is material to such previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Excess incentive-based compensation for these purposes generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation potentially subject to recovery under the Clawback Policy is in general limited to any compensation granted, earned or vested based wholly or in part on the attainment of one or more financial reporting measures. In general, a broad range of recoupment methods may be utilized under the Clawback Policy. The Clawback Policy does not condition clawback on the fault of the executive officer, but clawback is not required in limited circumstances where the Compensation Committee determines that recovery would be impracticable and (1) recovery attempts have already been made, but the direct expenses paid to a third party to enforce the Clawback Policy would exceed the amount to be recovered, (2) the recovery of amounts would violate applicable home country law, or (3) the recovery would cause the non-compliance of a tax-qualified retirement plan under the Internal Revenue Code and applicable regulations. The operation of the Clawback Policy is subject to a brief phase-in process during the first few years after its effectiveness. Indemnification of any executive officer against the loss of such recovered compensation is not permitted. Hedging and Pledging Policy VSE policies prohibit any director, officer or participant in VSE’s long-term incentive plan to engage in any transaction in which they may profit from short-term speculative swings in the value of VSE’s securities or pledge VSE Stock in lending transactions. Accordingly, Company policy prohibits these individuals from engaging in transactions designed to hedge or offset any decrease in the market value of Stock that they own, including, among other things, the purchase or sale of put and call options, short sales and pledging VSE’s securities as collateral. Accounting Considerations The Company accounts for stock-based compensation in accordance with ASC Topic 718 - Compensation - Stock Compensation ("ASC Topic 718"). In accordance with ASC Topic 718, the grant date fair value of stock awards is computed based on the estimated fair value of the awards on the grant date, or with respect to performance-based awards, the service inception date if earlier, using various assumptions. These amounts are calculated for accounting purposes and are reported in the compensation tables. The amounts reported do not necessarily correspond to the actual value that will ultimately be realized by the named executive officers, which will depend on the Company's stock price at the time of vesting or exercise and the extent to which the applicable vesting conditions are satisfied.
EXECUTIVE COMPENSATION
| Item and Value Added (Deducted) | 2025 | | For Mr. Cuomo: | | | - change in actuarial present value of pension benefits | $— | | + service cost of pension benefits | $— | | + prior service cost of pension benefits | $— | | - Summary Compensation Table “Stock Awards” column value | $(5,499,980) | | - Summary Compensation Table “Option Awards” column value | $— | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | $12,056,063 |
EXECUTIVE COMPENSATION
| Item and Value Added (Deducted) | 2025 | | For Non-PEO NEOs (Average): | | | - change in actuarial present value of pension benefits | $— | | + service cost of pension benefits | $— | | + prior service cost of pension benefits | $— | | - Summary Compensation Table “Stock Awards” column value | $(797,505) | | - Summary Compensation Table “Option Awards” column value | | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | $1,860,387 | | +/- change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted in prior years | $1,588,960 | | + vesting date fair value of equity awards granted and vested in Covered Year | $— | | +/- change in fair value (from prior year-end to vest date in Covered Year) of prior-year equity awards vested in Covered Year | $376,410 | | - prior year-end fair value of prior-year equity awards forfeited in Covered Year | $— | | + includable dividends/earnings paid or accrued on equity awards during Covered Year | $— |