DEF 14A of V2X, Inc., Mar 20, 2024

DEF 14A of V2X, Inc.

Filed Mar 20, 2024 · FY20230001104659-24-036438

Open on EDGAR

  1. INDEPENDENT NON-EXECUTIVE CHAIRMAN

    | 2023 ANNUAL DIRECTOR COMPENSATION AND OWNERSHIP GUIDELINES | | | Cash Retainer | $90,000 | | Restricted Stock Units | $150,000 | | Audit Committee Chair – Incremental Compensation | $20,000 Cash Retainer | | Compensation and Human Capital Committee Chair – Incremental Compensation | $17,500 Cash Retainer | | Nominating and Governance Committee Chair – Incremental Compensation | $15,000 Cash Retainer | | Non-Executive Chairman – Incremental Compensation | $50,000 Cash Retainer and $50,000 in Restricted Stock Unit | | Director Share Ownership Guidelines | 5X the Annual Cash Retainer Amount |

  2. WHAT HAPPENS IF A DIRECTOR NOMINEE FAILS TO RECEIVE A MAJORITY OF THE VOTES CAST IN AN UNCONTESTED ELECTION?

    WHAT HAPPENS IF A DIRECTOR NOMINEE FAILS TO RECEIVE A MAJORITY OF THE VOTES CAST IN AN UNCONTESTED ELECTION? Our By-Laws provide that in uncontested elections, any Director nominee who fails to be elected by a majority of the votes cast, but who also is a Director at the time, shall promptly provide a written resignation, as a holdover Director, to the Chairman of the Board or the Corporate Secretary. The Nominating and Governance Committee of the Board of Directors (the “Nominating and Governance Committee”), or the equivalent committee then in existence, shall promptly consider the resignation and all relevant facts and circumstances concerning any vote and the best interests of the Company and its shareholders and make a recommendation to the Board regarding whether to accept or reject the tendered resignation or whether other action should be taken. The Board will act on the Nominating and Governance Committee’s recommendation no later than its next regularly scheduled Board meeting or within 90 days after certification of the shareholder vote, whichever is earlier, and the Board will promptly publicly disclose its decision and the reasons for its decision.

  3. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  4. Election of Four Class I Director Nominees for a Term of Three Years

    Election of Four Class I Director Nominees for a Term of Three Years Our Articles provide for a classified Board of Directors divided into three designated classes, Class I, Class II and Class III, each serving staggered three-year terms. Our Board is composed of eleven (11) members, and at each annual meeting of shareholders, the successors to the class of directors whose terms expire are elected to serve three-year terms. Directors elected at an annual meeting of shareholders to succeed those Directors whose terms expire are of the same class as the Directors they succeed. The term of our Class I Directors expires at the 2024 Annual Meeting. The Class I Directors being nominated for a three-year term are Dino M. Cusumano, Lee E. Evangelakos, Charles L. Prow and Phillip C. Widman. The terms of the Class II and Class III Directors will expire at the 2025 and 2026 annual meeting of shareholders, respectively. The election of Directors requires the affirmative vote of a majority of the votes cast by the shares entitled to vote in the election at the 2024 Annual Meeting. Accordingly, abstentions and broker non-votes will not have any effect on the election of a Director. On July 5, 2022, Vectrus, Inc. (“Vectrus”) completed its merger with Vertex Aerospace Services Holding Corp. (“Vertex”), forming V2X (the “Vertex Transaction” or “Merger”). In connection with the Vertex Transaction, the Company entered into a shareholders agreement (the “Shareholders Agreement”) with Vertex Aerospace Holdco LLC, a Delaware limited liability company (“Vertex Holdco”) an affiliate of American Industrial Partners Capital Fund VI, LP, and certain other former stockholders of Vertex who became shareholders of the Company (collectively, the “Former Vertex Stockholders”) that, among other things, provides Vertex Holdco and its affiliates to which shares of Company common stock are transferred by a Former Vertex Stockholder (collectively, the “Vertex Holdco Parties”) with director nomination and committee designation rights. Pursuant to the Shareholders Agreement, for so long as the Former Vertex Stockholders collectively beneficially own 25% or more of the outstanding common stock of the Company (such period, the “Appointment Period”), our Board of Directors will be comprised of 11 members and the Vertex Holdco Parties will be entitled to designate for nomination and election to the Board of Directors a number of individuals corresponding to the ownership thresholds set forth in the Shareholders Agreement. In addition, the Vertex Holdco Parties and the Company will take whatever action may be reasonably necessary, if any, to cause the Company to comply with the SEC rules and applicable listing standards then in effect if the Company ceases to qualify as a “controlled company.” Beginning at the 2024 Annual Meeting, each Former Vertex Stockholder will be entitled to vote its shares of common stock in its sole discretion for one Vertex Holdco nominee (assuming an 11-member Board of Directors of the Company) and for all other nominees who are not Vertex Holdco designees, in the case of an uncontested election, must vote in the same manner as, and in the same proportion to, all shares voted by the Company’s shareholders (excluding all Former Vertex Stockholders), or, in the case of a contested election, at such Former Vertex Stockholder’s option, either in accordance with the recommendation of the Nominating and Governance Committee or in the same manner as, and in the same proportion to, all shares voted by, the Company’s shareholders (excluding all Former Vertex Stockholders). For additional information, see “Related Person Transactions — Shareholders Agreement” below. The full Board of Directors has considered and nominated four Class I nominees, Dino M. Cusumano, Lee E. Evangelakos, Charles L. Prow and Phillip C. Widman, for election as Directors at the 2024 Annual Meeting, to serve for a three-year term ending at the 2027 annual meeting of shareholders. The figure below illustrates the key experience, qualifications, and skills of the majority of our Directors, including our Director nominees. The figure does not encompass all of the experience, qualifications, attributes, and skills of our Directors, but rather indicates specific areas of importance to the Board of Directors. The Nominating and Governance Committee evaluates the current composition of the Board and determines the desired board experience, skills and attributes to achieve a robust and diverse Board of Directors. The Nominating and Governance Committee seeks to have a Board of Directors with diverse backgrounds and perspectives and when searching for a new Director, the Company includes in its initial list of qualified candidates those candidates who reflect diverse backgrounds and experiences, including diversity of gender and race or ethnicity. Information regarding our Board diversity is shown below, based on voluntary, self-identification information provided by our Directors and Director nominees. We currently have two women on our Board, including our Non-Executive Chairman of the Board. The Board reviews and assesses Board composition, including consideration of the level of representation of women on the Board. Should vacancies occur, the Board expects, through the selection process as soon as reasonably practicable, to identify suitable female candidates who can bring diverse perspectives to meet the Company’s strategic goals and objectives. Our Nominating and Governance Committee Chairman is a veteran and is racially diverse. The qualifications and attributes considered by the Board when selecting each of these Directors for nomination are described under the heading “Qualifications” in the respective Director’s biography below. Each of the Class I nominees is currently serving as a Director and has agreed to continue to serve if elected until the earlier of his or her retirement, resignation or death. If unforeseen circumstances arise before the 2024 Annual Meeting and a nominee becomes unable to serve, the Board of Directors could reduce the size of the Board or nominate another candidate for election. If the Board of Directors nominates another candidate, the proxies could use their discretion to vote for that nominee.

  5. Biographies of Director Nominees

    Biographies of Director Nominees Below is a summary of biographical and committee information as of the date of this Proxy Statement for each of our Director nominees.

  6. Biographies of Director Nominees

    | | DINO M. CUSUMANO | | | | AGE | 49 | | | DIRECTOR SINCE | 2022 | | COMMITTEE ASSIGNMENTS | | | | None. | | | | QUALIFICATIONS | | | | Mr. Cusumano has extensive experience in the finance industry, and specifically in mergers and acquisitions and capital markets. Mr. Cusumano has also served as a director of other public companies. | | |

  7. Biographies of Director Nominees

    Mr. Cusumano joined AIP, LLC (“American Industrial Partners”) in 2000, where he currently serves as a General Partner. Prior to American Industrial Partners, he served in the investment banking department of J.P. Morgan & Co. Inc. from 1998 to 2000, where he worked on merger and acquisition and capital raising transactions primarily in the industrial sector. He is a CFA charter holder. Mr. Cusumano has served since January 2017 as a director of REV Group, Inc. (NYSE: REVG), where he also chairs its compensation committee. He graduated from the University of Notre Dame, where he received a Bachelor’s degree in Business Administration with a concentration in Finance with honors.

  8. Biographies of Director Nominees

    | | LEE E. EVANGELAKOS | | | | AGE | 34 | | | DIRECTOR SINCE | 2022 | | COMMITTEE ASSIGNMENTS | | | | Nominating and Governance Committee, Member | | | | QUALIFICATIONS | | | | Ms. Evangelakos has extensive experience in finance, business and computer science. | | |

  9. Biographies of Director Nominees

    Ms. Evangelakos joined American Industrial Partners in 2018, where she currently serves as a Partner. Prior to American Industrial Partners, she worked at Microsoft as a software developer from 2011 to 2014 and at Applied Predictive Technologies as a business consultant, from 2014 to 2016. Ms. Evangelakos graduated from Harvard College where she received a Bachelor’s degree in Computer Science, from Massachusetts Institute of Technology with a Master’s degree in Civil Engineering, and from the Sloan School of Management at Massachusetts Institute of Technology with a Master of Business Administration.

  10. Biographies of Director Nominees

    | | CHARLES L. PROW | | | | AGE | 64 | | | DIRECTOR SINCE | 2016 | | COMMITTEE ASSIGNMENTS | | | | None. | | | | QUALIFICATIONS | | | | Mr. Prow has an extensive leadership experience in global government services organizations and expertise involving information technology and the development of complex strategic solutions for a wide range of government customers. | | |

  11. Biographies of Director Nominees

    Mr. Prow has served as our President and Chief Executive Officer since December 2016. Mr. Prow has over 30 years of information technology and federal services experience, including leadership positions at IBM Corporation, PricewaterhouseCoopers, and Coopers & Lybrand. During his career, he has run large global government services organizations, delivering solutions to a wide array of Department of Defense and other government customers. Previously, Mr. Prow served in multiple roles with IBM Corporation, including from 2014 to 2015 as General Manager, Global Government Industry and from 2007 to 2013 as General Manager, US Public Sector Global Business Services. He currently serves on the board of directors for the Professional Services Council, Christian Brothers High School — St. Louis Missouri and International Research and Exchange Board (IREX). Mr. Prow graduated from Northwest Missouri State University where he received a Bachelor of Science degree in Management and Data Processing.

  12. Biographies of Director Nominees

    | | PHILLIP C. WIDMAN | | | | AGE | 69 | | | DIRECTOR SINCE | 2014 | | COMMITTEE ASSIGNMENTS | | | | Compensation and Human Capital Committee, Chair; Audit Committee, Member | | | | QUALIFICATIONS | | | | Mr. Widman has extensive experience in finance and management and has experience serving as a chief financial officer and senior executive of several companies. Mr. Widman has also served as a director of other public companies, including as chair of several audit committees. | | |

  13. Biographies of Director Nominees

    Mr. Widman served as Senior Vice President and Chief Financial Officer of Terex Corporation from 2002 to his retirement in 2013. From 2001 to 2002, he was an independent consultant, and from 1998 to 2001, he served as Executive Vice President and Chief Financial Officer of Philip Services Corporation. Mr. Widman has served since January 2010 as a director of Sturm, Ruger & Co., Inc. (NYSE: RGR), where he is the chairman of the risk committee and a member of the compensation and capital policy committees, and since 2014 as a director of ENVIRI Corporation (NYSE: NVRI), where he is a member of the audit committee and the governance committee. Mr. Widman graduated from University of Michigan where he received a Bachelor of Business Administration degree and from Eastern Michigan University with a Master of Business Administration. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THE ELECTION OF EACH OF THE FOUR PROPOSED CLASS I NOMINEES LISTED ABOVE TO THE V2X BOARD OF DIRECTORS.

  14. BIOGRAPHIES OF CONTINUING DIRECTORS

    BIOGRAPHIES OF CONTINUING DIRECTORS

  15. CLASS II — DIRECTORS WHOSE TERMS EXPIRE IN 2025

    CLASS II — DIRECTORS WHOSE TERMS EXPIRE IN 2025

  16. CLASS II — DIRECTORS WHOSE TERMS EXPIRE IN 2025

    | | MARY L. HOWELL | | | | AGE | 71 | | | DIRECTOR SINCE | 2014 | | COMMITTEE ASSIGNMENTS | | | | None. | | | | QUALIFICATIONS | | | | Ms. Howell has extensive leadership experience in business management and has also served as a director of other public companies in the aerospace and defense industry. | | |

  17. CLASS II — DIRECTORS WHOSE TERMS EXPIRE IN 2025

    Ms. Howell serves as our Non-Executive Chairman. She has also served as Chief Executive Officer of Howell Strategy Group, an international consulting firm, since 2010. Ms. Howell served as Executive Vice President of Textron Inc. from 1995 to 2009. She also served on Textron’s Management Committee, which had responsibility for running the overall business. Ms. Howell has served since 2019 as a director of Astec Industries, Inc. (NASDAQ: ASTE), where she also is a member of the compensation committee and chairs the nominating and corporate governance committee. She formerly served as a director of Esterline Corporation, where she served as lead director from 2016 to April 2019. She is actively involved on foreign policy issues and serves as a lifetime director of the Atlantic Council. In 2008, Ms. Howell received the Charles Ruch Semper Fidelis Award and in 2010 became an Honorary Marine. Ms. Howell graduated from the University of Massachusetts at Amherst where she received a Bachelor of Science degree.

  18. CLASS II — DIRECTORS WHOSE TERMS EXPIRE IN 2025

    | | ERIC M. PILLMORE | | | | AGE | 70 | | | DIRECTOR SINCE | 2014 | | COMMITTEE ASSIGNMENTS | | | | Audit Committee, Member and Compensation and Human Capital Committee, Member | | | | QUALIFICATIONS | | | | Mr. Pillmore has extensive experience in corporate governance and finance, which includes advising boards of both private and public companies on corporate governance and serving as chief financial officer of several companies. Mr. Pillmore has served in the military. | | |

  19. CLASS II — DIRECTORS WHOSE TERMS EXPIRE IN 2025

    Mr. Pillmore has served as Managing General Partner of Amore Limited Partnership and as President of Pillmore Consulting, LLC since 2008. From 2010 to 2014, Mr. Pillmore served as senior advisor to the Center for Corporate Governance of Deloitte LLP, which provides board governance services to global clients. Mr. Pillmore was Senior Vice President of Corporate Governance of Tyco International Corporation from 2002 to 2007. He also spent 17 years with General Electric Company and four years as a naval officer. Mr. Pillmore is currently the board chair and a director of the Colson Center. He graduated from the University of New Mexico where he received a Bachelor’s degree in Business Administration and from Villanova University with a Master of Business Administration.

  20. CLASS II — DIRECTORS WHOSE TERMS EXPIRE IN 2025

    | | JOEL M. ROTROFF | | | | AGE | 42 | | | DIRECTOR SINCE | 2022 | | COMMITTEE ASSIGNMENTS | | | | Compensation and Human Capital Committee, Member | | | | QUALIFICATIONS | | | | Mr. Rotroff has extensive experience in finance and business management and also serves as a director of several private companies, in addition to his public company board service. | | |

  21. CLASS II — DIRECTORS WHOSE TERMS EXPIRE IN 2025

    Mr. Rotroff joined American Industrial Partners in 2012, where he currently serves as a Partner. From 2018 to 2022, Mr. Rotroff served as President of Vertex Aerospace Services Corp. Prior to American Industrial Partners, Mr. Rotroff served as an analyst and associate at Baird Private Equity from 2006 to 2010. Prior to Baird, he worked in the healthcare group in the investment banking division of Piper Jaffray & Co. from 2005 to 2006. Mr. Rotroff has served since 2017 as a director of REV Group, Inc. (NYSE: REVG) and as a member of its nominating and corporate governance committee. Mr. Rotroff graduated from the University of Wisconsin with honors and distinction, where he received a Bachelor’s degree in Biomedical Engineering, from Duke University, with a Master of Engineering, and from Northwestern University — Kellogg School of Management with a Master of Business Administration.

  22. CLASS II — DIRECTORS WHOSE TERMS EXPIRE IN 2025

    | | NEIL D. SNYDER | | | | AGE | 51 | | | DIRECTOR SINCE | 2022 | | COMMITTEE ASSIGNMENTS | | | | Nominating and Governance Committee, Member; and Compensation and Human Capital Committee, Member | | | | QUALIFICATIONS | | | | Mr. Snyder has extensive experience in finance, strategy and business development, and has experience serving in executive positions at several companies. | | |

  23. CLASS II — DIRECTORS WHOSE TERMS EXPIRE IN 2025

    Mr. Snyder joined American Industrial Partners in 2020, where he currently serves as a Partner. Prior to joining American Industrial Partners, in 2019, Mr. Snyder served as Chief Financial Officer of Gardner Denver, now part of Ingersoll Rand, and as Senior Vice President of Strategy, Business Development and Planning from 2016 to 2019. He served Capital Safety, Inc. (now part of 3M) as President of EMEA from 2013 to 2014 and as Vice President, Head of Financial Planning & Analysis from 2012 to 2016. Previously, Mr. Snyder held various executive roles at United Technologies Corporation from 2007 to 2012, Hewlett-Packard Company from 2002 to 2006, and Ernst & Young LLP from 1997 to 2002. Mr. Snyder is a Certified Public Accountant. He graduated from University of Southern California where he received a Bachelor’s degree in Accounting and from Northwestern University — Kellogg School of Management with a Master of Business Administration.

  24. CLASS III — DIRECTORS WHOSE TERMS EXPIRE IN 2026

    CLASS III — DIRECTORS WHOSE TERMS EXPIRE IN 2026

  25. CLASS III — DIRECTORS WHOSE TERMS EXPIRE IN 2026

    | | ABBAS O. ELEGBA | | | | AGE | 44 | | | DIRECTOR SINCE | 2023 | | COMMITTEE ASSIGNMENTS | | | | None. | | | | QUALIFICATIONS | | | | Mr. Elegba has extensive experience in finance, business and capital markets and has served in the military. | | |

  26. CLASS III — DIRECTORS WHOSE TERMS EXPIRE IN 2026

    Mr. Elegba joined American Industrial Partners in 2020, where he currently serves as a Partner. Prior to joining American Industrial Partners, he served as a director in the Financial Sponsors group of Deutsche Bank from 2012 to 2020. Prior to that, Mr. Elegba served eight years in the United States Army, completing his military career as a Captain in the Army Corps of Engineers. Mr. Elegba is a former corporate member of the Council on Foreign Relations, a 2022 veteran fellow at the Hoover Institution at Stanford University, and a member of the American Council on Germany. Mr. Elegba graduated from the United States Military Academy at West Point with a Bachelor of Science in Engineering Management and from the University of Virginia, Darden School of Business with a Master of Business Administration.

  27. CLASS III — DIRECTORS WHOSE TERMS EXPIRE IN 2026

    | | MELVIN F. PARKER | | | | AGE | 56 | | | DIRECTOR SINCE | 2014 | | COMMITTEE ASSIGNMENTS | | | | Nominating and Governance Committee, Chair and Audit Committee, Member | | | | QUALIFICATIONS | | | | Mr. Parker has extensive experience in management and leadership as a senior executive for a number of public companies and has served in the military. | | |

  28. CLASS III — DIRECTORS WHOSE TERMS EXPIRE IN 2026

    Mr. Parker has served as President and Chief Executive Officer of Take The Limits Off, LLC, a leadership development, executive coaching and business consulting firm since 2017. From 2016 to 2017, Mr. Parker served as Managing Director for North America for Aggreko plc, the leading global provider of modular, mobile power and adjacent product solutions. From 2015 to 2016, he served as the Senior Vice President and General Manager for Residential and Commercial Energy Solutions at Enphase Energy, Inc., a global energy technology company. Mr. Parker also served as President of North America for the Brink’s Company and before joining Brink’s he served in leadership positions at Dell, Inc. Mr. Parker is a decorated combat veteran and graduate of the U.S. Army Ranger and Airborne School. He served with distinction in the 82nd Airborne Division at Fort Bragg, North Carolina. He currently serves as a director of Coinstar, LLC, and as director on the board of Team Red White and Blue, a veteran service organization. He is also a member of the Executive Leadership Council and was named to the Savoy Top 100 Most Influential Blacks in Corporate America for 2012 to 2014. Mr. Parker graduated from the United States Military Academy at West Point where he received a Bachelor’s degree in Computer Science.

  29. CLASS III — DIRECTORS WHOSE TERMS EXPIRE IN 2026

    | | STEPHEN L. WAECHTER | | | | AGE | 73 | | | DIRECTOR SINCE | 2014 | | COMMITTEE ASSIGNMENTS | | | | Audit Committee, Chair; Nominating and Governance Committee, Member | | | | QUALIFICATIONS | | | | Mr. Waechter has extensive experience in finance, merger and acquisitions and leadership and has held executive positions at several government contractors and other public companies. Mr. Waechter has also served as a director of several private companies and as an audit committee chair of a public company. | | |

  30. CLASS III — DIRECTORS WHOSE TERMS EXPIRE IN 2026

    Mr. Waechter served as Vice President of Business Operations and Chief Financial Officer of ARINC Incorporated, a provider of communications, engineering and integration solutions for commercial, defense and government customers worldwide from 2008 until his retirement in 2014. He served as Executive Vice President and Chief Financial Officer of CACI International, Inc., one of the largest government information technology contractors from 1999 to 2007. Before joining CACI, Mr. Waechter served as Chief Financial Officer for a number of high-technology companies including Government Technology Services, Inc., Vincam Human Resources, Inc. and Applied Bioscience International. Mr. Waechter’s early career includes 19 years at General Electric. Mr. Waechter served as chairman of the board of directors of Social & Scientific Systems, Inc. from 2018 to 2019 and chair of its audit committee from 2013 to 2017. He served as chairman of the board of directors of CareFirst, Inc. from 2016 to 2021, where he also served as the chair of the executive committee, strategic planning committee and nominating committee, and as chair of the audit committee from 2013 to 2015. He was previously a member of the board of trustees of Christian Brothers University. Mr. Waechter graduated from Christian Brothers College where he received a Bachelor’s degree in History and from Xavier University with a Master of Business Administration.

  31. INFORMATION ABOUT THE BOARD OF DIRECTORS AND OTHER MATTERS

    INFORMATION ABOUT THE BOARD OF DIRECTORS AND OTHER MATTERS

  32. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Director compensation is determined by our Board of Directors with the assistance of the Nominating and Governance Committee and Pay Governance LLC (“Pay Governance” or the “Compensation Consultant”). Director compensation is reviewed on a periodic basis. In support of the Board’s review, Pay Governance compares components of our Director compensation with those of our compensation peer group described under “V2X Competitive Compensation” below. Mr. Prow, as a management director, and pursuant to the Shareholders Agreement, Directors elected as Vertex Holdco designees, do not receive Director compensation. The total annual compensation level for each V2X Compensated Director is $240,000, comprised of $90,000 in cash and $150,000 in RSUs for each full-year of the Director’s tenure. The full-year tenure runs from the date of the annual meeting of shareholders to the day prior to the next annual meeting of shareholders. Additional incremental pay for the full-year tenure includes a cash payment for the Audit Committee Chair in the amount of $20,000, a cash payment of $17,500 for the Compensation Committee Chair and a cash payment of $15,000 for the Nominating and Governance Committee Chair. The Non-Executive Chairman of the Board receives an additional $100,000, comprised of $50,000 in cash and $50,000 in RSUs for the full-year tenure. The incremental payments for the committee chairs and the Non-Executive Chairman were based on the significant responsibilities involved with these positions and reflect current competitive peer data provided to the Board by the Compensation Consultant. RSUs granted to Compensated Directors vest in full on the business day immediately prior to the next annual meeting date. The table below summarizes the compensation received by our Directors for the year ended December 31, 2023.

  33. DIRECTOR COMPENSATION

    | DIRECTOR COMPENSATION TABLE |

  34. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Mary L. Howell(3) | 139,548 | 199,997 | 339,545 | | Dino M. Cusumano(4) | N/A | N/A | N/A | | Abbas O. Elegba(4) | N/A | N/A | N/A | | Lee E. Evangelakos(4) | N/A | N/A | N/A | | Melvin F. Parker(5) | 104,548 | 149,987 | 254,535 | | Eric M. Pillmore | 89,548 | 149,987 | 239,535 | | Joel M. Rotroff(4) | N/A | N/A | N/A | | Neil D. Snyder(4) | N/A | N/A | N/A | | Stephen L. Waechter(6) | 109,548 | 149,987 | 259,535 | | Phillip C. Widman(7) | 107,048 | 149,987 | 257,035 | | John “Ed” Boyington, Jr.(8) | 27,247 | — | 27,247 |

  35. DIRECTOR COMPENSATION

    (1) Consists of the following, paid quarterly, as applicable: director annual cash retainer of 90,000 (a $5,000 increase effective May 4, 2023), incremental retainer for committee chairs and the annual Non-Executive Chairman retainer. (2) Represents the aggregate grant date fair value of RSUs, computed in accordance with Accounting Standards Codification issued by the Financial Accounting Standards Board Topic 718, labeled “Compensation — Stock Compensation” (“ASC Topic 718”). The grant date fair value for RSUs was $42.78 per unit, the closing price of V2X stock on the grant date, which was May 4, 2023. The assumptions used in calculating these amounts are incorporated herein by reference to Note 16 to the Consolidated Financial Statements in the Company’s 2023 Annual Report on Form 10-K. (3) Ms. Howell received a pro-rated incremental $50,000 cash retainer for her service as the Non-Executive Chairman. (4) The Vertex Holdco designees do not receive compensation for their service on the Board pursuant to the Shareholders Agreement. (5) Mr. Parker received a pro-rated incremental $15,000 cash retainer for his service as the Nominating and Governance Committee Chair. (6) Mr. Waechter received a pro-rated incremental $20,000 cash retainer for his service as the Audit Committee Chair. (7) Mr. Widman received a pro-rated incremental $17,500 cash retainer for his service as the Compensation Committee Chair. Mr. Boyington received a pro-rated cash retainer for his service from January 7, 2023 through May 3, 2023.

  36. DIRECTOR COMPENSATION

    | RESTRICTED STOCK UNIT AWARDS OUTSTANDING AT 2023 FISCAL YEAR-END |

  37. DIRECTOR COMPENSATION

    The table below represents RSUs outstanding as of December 31, 2023 for our Compensated Directors who served during 2023.

  38. DIRECTOR COMPENSATION

    | Name | Restricted Stock Unit Awards | | Mary L. Howell | 4,675 | | Dino M. Cusumano(1) | N/A | | Abbas Elegba(1) | N/A | | Lee E. Evangelakos(1) | N/A | | Melvin F. Parker | 3,506 | | Eric M. Pillmore | 3,506 | | Joel M. Rotroff(1) | N/A | | Neil D. Snyder(1) | N/A | | Stephen L. Waechter | 3,506 | | Phillip C. Widman | 3,506 | | John “Ed” Boyington, Jr.(2) | N/A |

  39. DIRECTOR COMPENSATION

    (1) The Vertex Holdco designees do not receive compensation for their service on the Board of Directors pursuant to the Shareholders Agreement. (2) Mr. Boyington resigned from the Board of Directors on May 3, 2023. No RSUs were outstanding as of December 31, 2023. All Compensated Directors then serving were granted RSUs on May 4, 2023 under the 2014 Omnibus Plan. For the equity component of the annual retainer, the number of RSUs was determined by dividing $150,000 by $42.78, the closing price per share of common stock on the grant date. The resulting number of RSUs was rounded to 3,506, the nearest whole number of units. Ms. Howell received additional RSUs equal to $50,000 for the equity component of the annual Non-Executive Chairman fee. The resulting number of RSUs for Ms. Howell was rounded to 4,675, the nearest whole number of units.

  40. PAY FOR PERFORMANCE

    PAY FOR PERFORMANCE We link a large portion of our NEOs’ compensation to performance. Our NEOs’ 2023 compensation was comprised of base salary, V2X Annual Incentive Plan (“AIP”) awards and long-term incentive awards, consisting of PSUs and RSUs. We elected to move our 2023 long-term incentive awards from 2022 cash-settled performance awards to share-settled performance awards to more closely align compensation with shareholders’ interests. As discussed in more detail under “Long-Term Incentive Program — Performance Stock Unit Component” below, the PSUs align pay with performance by providing a long-term incentive linked to the Company’s total shareholder return (“TSR”) performance relative to the Aerospace and Defense companies in the S&P 1500 over a three-year performance period. The 2023 AIP provided a cash payout if certain financial metrics, including total revenue, new business wins, earnings before interest, taxes, depreciation and amortization, days sales outstanding and individual strategic achievements, were met. The Compensation Committee approved 2023 AIP payouts reflected overall achievement between 122.2% and 130.9% of target. The 2023 AIP performance goals, targets, results and actual payouts are discussed under “Compensation Program Objectives — Primary Compensation Components” below.

  41. PAY FOR PERFORMANCE

    | KEY GOVERNANCE POLICIES AND PRACTICES RELATED TO COMPENSATION: | | WE DO: | | • Use an independent Compensation Consultant selected and hired by the Compensation Committee. | | • Pay for both corporate and individual performance. | | • Mitigate compensation risk through oversight by the Compensation Committee of the design and objectives of our executive compensation programs. | | • Utilize equity award agreements that require both consummation of a change in control transaction and termination of employment for accelerated vesting (“double trigger”). | | • Conduct an annual say-on-pay vote. | | • Have compensation clawback and recoupment policies that are also embedded in our equity incentive plan, our annual incentive plan and our award agreements. | | • Have an anti-hedging and anti-pledging policy. | | • Maintain meaningful stock ownership guidelines for V2X corporate officers and Directors. | | • Provide in our equity incentive plan for a minimum vesting period of one year for employee equity grants, and generally provide in our employee award agreements for vesting in equal annual installments over a three-year period for our RSU awards. |

  42. PAY FOR PERFORMANCE

    | WE DO NOT: | | • Reprice stock options. | | • Guarantee minimum incentive payments. | | • Provide excessive perquisites. | | • Provide tax gross-ups for perquisites or in connection with payments made in the event of a change in control; however, tax assistance may be provided for costs associated with relocation. | | • Provide for automatic base salary increases. | | • Have fixed-term employment arrangements with our NEOs; all of our NEOs are at-will employees. | | • Provide a traditional pension plan. |

  43. 2023 COMPENSATION INFORMATION FOR NEOs

    2023 COMPENSATION INFORMATION FOR NEOs We strive to align total target compensation for our NEOs to the median of competitive ranges, assuming continued performance of the Company and the executives. The Compensation Committee supports this approach, based on the individual NEO’s experience in their roles, their strong performance and the business conditions impacting the Company. The Compensation Committee, along with the Compensation Consultant (discussed below), annually reviews current market compensation of our NEOs. The Compensation Committee reviewed and assessed the performance of the NEOs for 2023 and will continue to review and assess their performance and authorize compensation actions it believes are appropriate and commensurate with relevant competitive data, the Company’s business environment and its compensation philosophy. For 2023, the Compensation Committee approved base salary increases, effective March 11, 2023, for Messrs. Prow, Shreves and Beard, and Mses. Lynch and Deagle, as follows: • Charles L. Prow: An annual base salary increase of 11.8% was approved, bringing his base salary to $950,000. • Susan D. Lynch: An annual base salary increase of 10.0% was approved, bringing her base salary to $550,000. • Susan L. Deagle: An annual base salary increase of 10.5% was approved, bringing her base salary to $525,000. • Kenneth W. Shreves: An annual base salary increase of 12.5% was approved, bringing his base salary to $450,000. • William W. Beard: An annual base salary increase of 29.7% was approved, bringing his base salary to $450,000. The Compensation Committee approved the base salary increases following a review of market competitive survey data, as well as the individual’s relevant experience and contributions to the Company. These base salary increases, the first after the completion of the Merger, were made to more closely align the executive’s compensation with the median of the competitive market. In connection with Mr. Mural’s commencement of employment with the Company on October 2, 2023, the Compensation Committee approved his initial base salary of $700,000, as well as his target AIP award and target long-term incentive award, following a review of market competitive survey data. The table below sets out the NEOs’ 2023 final annual base salary rate, target annual incentive award and target long-term incentive awards as determined by the Compensation Committee.

  44. BASE SALARY AND TARGET INCENTIVE COMPENSATION

    | Name and Principal Position | 2023 Base Salary ($) | Target 2023 Annual AIP Award (% of Base Salary)(1) | Target 2023 Long-Term Incentive Award ($) | | Charles L. Prow President and Chief Executive Officer | 950,000 | 110% | 3,500,000 | | Shawn M. Mural SVP and Chief Financial Officer | 700,000 | 80% | 750,000 | | Susan D. Lynch(2) Former Chief Financial Officer | 550,000 | 75% | 800,000 | | Susan L. Deagle(2) SVP and Chief Growth and Client Service Officer | 525,000 | 75% | 800,000 | | Kenneth W. Shreves SVP, Global Mission Solutions | 450,000 | 65% | 550,000 | | William W. Beard(2) SVP, Aerospace Solutions | 450,000 | 65% | 550,000 |

  45. V2X COMPETITIVE COMPENSATION

    V2X COMPETITIVE COMPENSATION In reviewing compensation for the NEOs for 2023, the Compensation Committee compared compensation provided by other publicly traded companies, which we refer to as our “compensation peer group”. The compensation peer group companies we selected are similar to us in industry, business model, revenue and/or market capitalization. The Compensation Committee periodically reviews the companies in the compensation peer group and makes changes it determines are appropriate based on changes to our business or to the attributes of companies in the group.

  46. Fiscal 2023 Compensation Peer Group

    Fiscal 2023 Compensation Peer Group

  47. Fiscal 2023 Compensation Peer Group

    | AAR Corp. | Hexcel Corporation | SAIC | | AeroVironment, Inc. | Howmet Aerospace, Inc. | Teledyne Technologies, Inc. | | Axon Enterprise, Inc. | Huntington Ingalls Industries, Inc. | TransDigm Group, Inc. | | Booz Allen Hamilton | Kaman Corporation | Triumph Group, Inc. | | CACI International Inc. | Mercury Systems, Inc. | VSE Corporation | | Curtiss-Wright Corporation | Moog, Inc. | |

  48. INDEPENDENT COMPENSATION CONSULTANT

    INDEPENDENT COMPENSATION CONSULTANT In 2023, the Compensation Committee continued to retain Pay Governance as its independent Compensation Consultant to assist the Committee in fulfilling its responsibilities under its charter, the material terms of which are described under “Compensation Committee Primary Responsibilities” above. The Compensation Consultant provided objective expert analyses, assessments, research and recommendations for executive compensation programs, incentives, perquisites and compensation standards. In this capacity, the Compensation Consultant provided services that related solely to work performed for and at the direction of the Compensation Committee, including analysis of material prepared by V2X’s human resources, finance and legal departments for the Compensation Committee’s review. The Compensation Consultant attended seven of the nine meetings held by the Compensation Committee during 2023 and provided no other services to V2X during 2023 other than those for and at the direction of the Compensation Committee (or, in the case of Director compensation, for the Nominating and Governance Committee). The Compensation Committee is directly responsible for the appointment, compensation, and oversight of the Compensation Consultant. The Compensation Committee has the sole authority to retain and terminate the services of its advisors and consultants, including Pay Governance. In connection with the engagement of the Compensation Consultant, the Compensation Committee considered various factors bearing on the independence of the Compensation Consultant, including, but not limited to, the following: • Provision of other services to V2X by the Compensation Consultant; • Business or personal relationships of the Compensation Consultant with members of the Compensation Committee or with executive officers; • The Compensation Consultant’s policies and procedures to prevent conflicts of interest; • Ownership of V2X common stock by the Compensation Consultant’s engagement leader; and • The relative amount of fees received by the Compensation Consultant from V2X. The Compensation Committee determined the Compensation Consultant was independent and had no conflicts of interest with the Company or the Board of Directors. During 2023, V2X’s human resources, finance and legal functions supported the work of the Compensation Committee, provided information, answered questions, and responded to requests from the Compensation Consultant.

  49. OUR COMPENSATION CYCLE

    OUR COMPENSATION CYCLE The Compensation Committee reviews compensation in detail during the first quarter of each year. This review includes: • Annual performance reviews for the prior year; • Consideration of increases in base salary; • Determination of AIP awards earned for the prior year and establishment of target awards for the current year; and • Determination of long-term incentive target awards, including RSUs and PSUs for the current year. The award date for long-term incentive awards is determined by the Compensation Committee and is typically in March, following the February meeting of the Compensation Committee. Target PSU awards reflect a three-year performance period beginning on January 1 of the year in which the Compensation Committee approves the award as described below.

  50. PRIMARY COMPENSATION COMPONENTS

    PRIMARY COMPENSATION COMPONENTS The primary compensation components for the NEOs are depicted below. BASE SALARY — Base salary comprises the fixed component of total compensation. Salary is a competitive component of pay that is aligned with the NEO’s position, experience, and criticality of the required competencies. It is not an at-risk element of compensation. ANNUAL AIP AWARDS — The Compensation Committee is responsible for the administration of the AIP awards, which were based on the achievement of certain corporate metrics and individual strategic achievements. All AIP awards for 2023 were granted under the 2014 Omnibus Plan. LONG-TERM INCENTIVE AWARDS — The Compensation Committee is responsible for the administration of long-term incentive awards, which are comprised of RSU and PSU awards.

  51. ANNUAL INCENTIVE PLAN AWARDS

    ANNUAL INCENTIVE PLAN AWARDS The Compensation Committee identified the corporate metrics below that most closely predict the Company’s operating performance in 2023 for the AIP awards. • TOTAL REVENUE: Total revenue reflects successful recognition of contracted revenue, recompetes and emphasizes growth through new revenue streams. • NEW BUSINESS WINS: Winning new business is a critical focus for our Company, and includes any new business contract award notification, recompetes, contract extensions and add-on work to existing contracts, each occurring during the calendar year. • ADJUSTED EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION (“Adjusted EBITDA”): Adjusted EBITDA is an operating performance metric that is useful to management and investors in evaluating our operating performance and to provide a tool for evaluating our ongoing operations. This financial measure is defined as operating income, adjusted to exclude depreciation and amortization of intangible assets, and items that may include, but are not limited to, significant charges or credits, and unusual and infrequent non-operating items that impact current results but are not related to our ongoing operations, such as M&A, integration and related costs. • DAYS SALES OUTSTANDING (“DSO”): DSO is an important operating efficiency metric that measures the number of days it takes to turn accounts receivable into cash. DSO is calculated using a five-point average of the DSO for the fourth quarter of the prior year and each of the four quarters of the performance year. This financial measure excludes the net impact of the sale of certain accounts receivables through the Company’s Master Accounts Receivable Purchase Agreement (“MARPA Facility”). • INDIVIDUAL STRATEGIC ACHIEVEMENTS: The use of individual goals balances the executive’s shared responsibility to achieve corporate goals with the desire to motivate the executive to achieve goals within the individual’s specific area of responsibility. The individual goals also reinforce the importance of certain key objectives within the individual’s specific area of responsibility and allow the Compensation Committee to differentiate compensation among these executives based on their individual performance. It also strengthens the executive’s accountability. Details on NEOs’ individual goals are discussed under “Individual Strategic Achievements for 2023” below. The table below sets forth each of the 2023 AIP metric and their respective performance percentage.

  52. ANNUAL INCENTIVE PLAN AWARDS

    | 2023 AIP METRICS | PERFORMANCE PERCENTAGE | | Total Revenue | 10% | | New Business Wins | 10% | | Adjusted EBITDA | 50% | | DSO | 20% | | Individual Strategic Achievements* | 10% |

  53. ANNUAL INCENTIVE PLAN AWARDS

    (*) The Compensation Committee did not assign a specific weighting to any of the individual goals within this metric, but reviewed each executive’s performance against his or her individual goals in the aggregate. For 2023, 90% of the awards were based on the achievement of the foregoing corporate metrics and 10% of the awards were based on the individual strategic achievements. These corporate metrics are also depicted in the pie chart below, and the table that follows illustrates minimum, target and maximum payments for each category of the performance metric:

  54. ANNUAL INCENTIVE PLAN AWARDS

    | | Total Revenue* | | | New Business Wins* | | | Adjusted EBITDA* | | | DSO | | | Individual Strategic Achievements | | | | | Min | Tgt | Max | Min | Tgt | Max | Min | Tgt | Max | Min | Tgt | Max | Min | Tgt | Max | | Performance Percentage of Target | 92% | 100% | 110% | 40% | 100% | 180% | 85% | 100% | 115% | 94.7% | 100% | 109.2% | 0% | 100% | 200% | | Payout Percentage of Target | 50% | 100% | 200% | 25% | 100% | 200% | 50% | 100% | 200% | 33.3% | 100% | 200% | 0% | 100% | 200% |

  55. ANNUAL INCENTIVE PLAN AWARDS

    (*) For performance results between the minimum and maximum thresholds, the performance percentage achieved for that metric was calculated on a non-linear slope pre-approved by the Compensation Committee for the performance year. Actual payout percentages for each metric could range from zero to 200% of target.

  56. 2023 AIP AWARDS PAID IN 2024

    2023 AIP AWARDS PAID IN 2024 The performance and payout percentages for each component of the AIP award were as follows:

  57. 2023 AIP AWARDS PAID IN 2024

    | Metric (all $ amounts in millions, except DSO) | Performance Target at 100.0% Payment and Weighting(1) | | 2023 Performance | Performance Percentage of Target | Payout Percentage of Target(1) | Weighted Attainment | | Total Revenue | $3,825.0 | 10.0% | $3,963.1 | 103.6% | 136.1% | 13.6% | | New Business Wins | $517.0 | 10.0% | $944.3 | 182.6% | 200.0% | 20.0% | | Adjusted EBITDA | $295.0 | 50.0% | $293.9 | 99.6% | 98.7% | 49.4% | | DSO | 71.0 | 20.0% | 67.5 | 105.2% | 158.3% | 31.7% | | Individual Strategic Achievements (discussed below) | | 10.0% | | 100.0% | 100.0% | 10.0% |

  58. 2023 AIP AWARDS PAID IN 2024

    (1) Attainment of all the 2023 AIP performance goals at target would result in a payout of 100% of target. The following table provides the calculation of the 2023 AIP awards paid to the NEOs with respect to 2023 performance. Please note that the sum of components may differ from actual award amounts due to rounding.

  59. 2023 AIP AWARDS PAID IN 2024

    | Name | Base Salary (a)($) | Annual Incentive Target as a Percent of Base Salary (b)(1) | Total Revenue Percent Achieved | New Business Wins Percent Achieved | Adjusted EBITDA Percent Achieved | DSO Percent Achieved | Individual Strategic Achievements Percent Achieved(2) | Approved Total Performance Percent Payout (c) | Actual 2023 AIP Awards (a)x(b)x (c)($) | | Charles L. Prow | 950,000 | 110 | 13.6 | 20.0 | 49.4 | 31.7 | 10 | 124.7 | 1,303,115 | | Shawn M. Mural(3) | 700,000 | 80 | 13.6 | 20.0 | 49.4 | 31.7 | 10 | 124.7 | 174,580 | | Susan D. Lynch(4) | 550,000 | 75 | — | — | — | — | — | — | — |

  60. 2023 AIP AWARDS PAID IN 2024

    | Name | Base Salary (a)($) | Annual Incentive Target as a Percent of Base Salary (b)(1) | Total Revenue Percent Achieved | New Business Wins Percent Achieved | Adjusted EBITDA Percent Achieved | DSO Percent Achieved | Individual Strategic Achievements Percent Achieved(2) | Approved Total Performance Percent Payout (c) | Actual 2023 AIP Awards (a)x(b)x (c)($) | | Susan L. Deagle | 525,000 | 75 | 13.6 | 20.0 | 49.4 | 31.7 | 10 | 124.7 | 491,069 | | Kenneth W. Shreves | 450,000 | 65 | 13.6 | 20.0 | 49.4 | 31.7 | 16.2 | 130.9 | 382,985 | | William W. Beard | 450,000 | 65 | 13.6 | 20.0 | 49.4 | 31.7 | 7.5 | 122.2 | 357,453 |

  61. 2023 AIP AWARDS PAID IN 2024

    This column reflects the target percent of base salary approved for each NEO for his or her 2023 annual incentive award. The approved formula for 2023 was based on performance measures and goals that would pay 100% of target for 100% achievement of the approved goals. (2) The Compensation Committee evaluated the extent to which the NEOs achieved their individual strategic achievements as described under “Individual Strategic Achievements for 2023” below. (3) The amount for Mr. Mural reflects a pro-rated value based on the number of months employed in 2023. (4) Ms. Lynch received a payment based on her target award per the Lynch Separation Agreement (as described below).

  62. LONG-TERM INCENTIVE PROGRAM

    LONG-TERM INCENTIVE PROGRAM

  63. 2023 LONG-TERM INCENTIVE AWARDS

    2023 LONG-TERM INCENTIVE AWARDS Long-term incentive awards are intended to directly tie long-term compensation to long-term value creation and shareholder return. The 2023 long-term incentive program comprised of RSU and PSU awards for each NEO. The Compensation Committee set vesting terms for RSUs informed by the Compensation Consultant’s review and guidance regarding current competitive practice and its assessment of appropriate vesting terms and conditions for V2X. In determining the total long-term incentive award for each NEO, the Committee also considered individual performance. In 2023, the Compensation Committee awarded two PSU awards. One was based on the attainment of TSR performance measures relative to Aerospace and Defense companies in the S&P 1500 Index, including a portion based on TSR performance relative to the entire index and a portion based on TSR performance relative to those companies within the index with annual revenues less than $10 billion (“PSU Group 1 Award”). The second was based on the achievement of certain stock price targets and the attainment of TSR performance measures relative to Aerospace and Defense companies in the S&P 1500 Index (“PSU Group 2 Award”). The Compensation Committee weighted these 2023 long-term incentive awards as follows: The 2023 long-term incentive awards for all NEOs, excluding Mr. Mural, were granted on March 10, 2023. Mr. Mural’s 2023 long-term incentive awards were granted on October 9, 2023, after he joined the Company on October 2, 2023. The closing price of our common stock as of each grant date was used to determine the number of RSUs granted. The number of awards granted on March 10, 2023 was based on $39.39, the closing price of V2X common stock on the grant date. The number of awards granted on October 9, 2023 was based on $54.76, the closing price of V2X common stock on the grant date. The following table sets forth the value of long-term incentive award amounts for the NEOs granted during 2023, as determined by the Compensation Committee:

  64. 2023 LONG-TERM INCENTIVE AWARDS

    | | RSU Award | | PSU Group 1 and Group 2 Awards | | | Name | $ Value | # of Units | $ Value | # of Units | | Charles L. Prow | 1,750,000 | 44,428 | 4,125,000 | 95,735 | | Shawn M. Mural | 624,976 | 11,413 | 691,624 | 13,688 | | Susan D. Lynch | 400,000 | 10,155 | 970,000 | 22,469 | | Susan L. Deagle | 400,000 | 10,155 | 922,500 | 21,443 | | Kenneth W. Shreves | 275,000 | 6,981 | 583,750 | 13,651 | | William W. Beard | 275,000 | 6,981 | 655,000 | 15,190 |

  65. RESTRICTED STOCK UNIT COMPONENT

    RESTRICTED STOCK UNIT COMPONENT The Compensation Committee reviewed all proposed grants of RSUs to NEOs prior to their award, including awards based on performance, retention-based awards and awards contemplated for new employees as part of employment offers (as applicable). Grants of RSUs provide executives with stock ownership of unrestricted shares after the restrictions lapse. NEOs were granted RSU awards because, in the judgment of the Compensation Committee and based on management’s recommendations, these individuals were in positions most likely to assist in the achievement of the Company’s long-term value creation goals and to create increased shareholder value over time. RSUs granted in 2023 vest in one-third annual installments on the first, second and third anniversaries of the grant date.

  66. PERFORMANCE STOCK UNIT COMPONENT

    PERFORMANCE STOCK UNIT COMPONENT The two PSU awards granted in 2023 to the NEOs were performance-based equity awards that vest at the end of a three-year period based on the attainment of relative TSR performance and absolute stock price performance, as described below, so as to provide a balanced view of long-term performance. PSU Group 1 Award: A total of 50% of these PSU Group 1 Awards vest based on the Company’s TSR performance relative to the Aerospace and Defense companies in the S&P 1500 Index and the remaining 50% of these PSU Group 1 Awards vest based on the Company’s TSR performance relative to the Aerospace and Defense companies in the S&P 1500 Index with revenue of less than $10 billion, assuming employee’s continued service through vest date as follows (with vesting determined by linear interpolation for performance between the designated percentiles):

  67. PERFORMANCE STOCK UNIT COMPONENT

    | Company’s Relative TSR Performance | PSU Group 1 Award Vesting Factor | | less than the 35th percentile | 0% | | at the 35th percentile | 50% | | at the 50th percentile | 100% | | at or above the 80th percentile | 200% |

  68. PERFORMANCE STOCK UNIT COMPONENT

    The table below sets forth the PSU Group 1 Awards made to the NEOs in 2023.

  69. PERFORMANCE STOCK UNIT COMPONENT

    | Name | PSU Group 1 Target Award ($) | PSU Group 1 Target Award (# of Units) | | Charles L. Prow | 1,750,000 | 44,428 | | Shawn M. Mural | 375,000 | 6,848 | | Susan D. Lynch | 400,000 | 10,155 | | Susan L. Deagle | 400,000 | 10,155 | | Kenneth W. Shreves | 275,000 | 6,981 | | William W. Beard | 275,000 | 6,981 |

  70. PERFORMANCE STOCK UNIT COMPONENT

    The vesting factor for the PSU Group 1 Award is calculated for four performance periods (each of the 2023, 2024 and 2025 calendar years, as well as the three-year period beginning on January 1, 2023 and ending on December 31, 2025). The number of PSU Group 1 Award units that vest, if any, is equal to the product of (i) the average vesting factor as set forth in the applicable table above over the performance periods (i.e. the sum of the vesting factors for each performance period divided by four) and (ii) the number of target PSU Group 1 Award units for the applicable group. PSU Group 2 Award: As an integral part of the 2023 long-term incentive awards, the Compensation Committee approved the PSU Group 2 Award that vest based on stock price achievement and relative TSR performance. The number of PSU Group 2 Awards that become eligible to vest on December 31, 2025 will be determined based on the achievement of the per share average price target pursuant to the table set forth below.

  71. PERFORMANCE STOCK UNIT COMPONENT

    | Company Per Share Average* | PSU Group 2 Award Vesting Factor | | less than $60 | 0% | | $60 | 30% | | $75 | 60% | | $90 or Greater | 80% |

  72. PERFORMANCE STOCK UNIT COMPONENT

    * No interpolation between stock prices. These PSU Group 2 Awards will only vest in full if (i) the per share average price target (as described above) is at least $90 and (ii) the Company’s average TSR performance relative to the Aerospace and Defense companies in the S&P 1500 Index with revenue less than $10 billion (determined by adding the Company’s applicable TSR percentile (the “TSR Ranking”) for each performance period and dividing the sum by four) is above the 50th percentile. The performance periods for purposes of the TSR Ranking calculation are each of the 2023, 2024 and 2025 calendar years and the three-year period beginning on January 1, 2023 and ending on December 31, 2025. The per share average price target is the average closing price of a share of our common stock during any thirty trading day period prior to (and including) December 31, 2025. No retirement vesting conditions apply to PSU Group 2 Awards, as employment through December 31, 2025 is generally required to be eligible to receive any performance-vested shares. If a NEO’s employment terminates due to death or disability prior to December 31, 2025, the TSR Ranking will be determined based on the number of full and partial performance periods completed or commenced as of the date of such death or disability. The table below sets forth the PSU Group 2 Awards made to the NEOs in 2023.

  73. PERFORMANCE STOCK UNIT COMPONENT

    | Name | PSU Group 2 Target Award ($) | PSU Group 2 Target Award (# of Units) | | Charles L. Prow | 2,375,000 | 51,307 | | Shawn M. Mural | 316,624 | 6,840 | | Susan D. Lynch | 570,000 | 12,314 | | Susan L. Deagle | 522,500 | 11,288 | | Kenneth W. Shreves | 308,750 | 6,670 | | William W. Beard | 380,000 | 8,209 |

  74. RELATIVE TSR AWARDS GRANTED IN 2021

    RELATIVE TSR AWARDS GRANTED IN 2021 Upon the Merger with Vertex in July 2022, the original three-year performance period for then-outstanding 2021 TSR awards held by Messrs. Prow and Shreves and Mses. Lynch and Deagle who were executive officers of the predecessor company Vectrus, were separated into two components in accordance with the pre-existing change in control provisions in the TSR agreements, which were triggered by the Merger. The first component was determined based on actual performance relative to Vectrus’ peers from January 1, 2022 through the Merger and the second component from the Merger through December 31, 2023 was deemed to be attained at target. The payment for the 2021 TSR awards was made in January 2024 at an overall attainment level of 49.77% of target. Vesting of these awards was not accelerated in connection with the Merger. The payment for the 2021 TSR awards was made in cash to our NEOs in January 2024 at an overall attainment level of 49.77% of target award as follows:

  75. RELATIVE TSR AWARDS GRANTED IN 2021

    | Name | 2021 Target Award ($) | Payout at 49.77% ($) | | Charles L. Prow | 1,050,000 | 522,585 | | Shawn M. Mural(1) | — | — | | Susan D. Lynch(2) | 225,000 | 111,983 | | Susan L. Deagle | 195,000 | 97,052 | | Kenneth W. Shreves | 125,000 | 62,213 | | William W. Beard(1) | — | — |

  76. RELATIVE TSR AWARDS GRANTED IN 2021

    (1) Mr. Mural and Mr. Beard joined the Company after 2021, and did not receive a 2021 TSR Award payment. Ms. Lynch received payment in October 2023 per the Lynch Separation Agreement (as described below).

  77. SEVERANCE PLAN ARRANGEMENTS

    SEVERANCE PLAN ARRANGEMENTS The plans discussed are described in more detail under “Payments Upon Termination or Change in Control” below. The severance plans apply to key V2X employees as defined by Section 409A of the Internal Revenue Code (the “Code”). The V2X severance plan arrangements are not considered in determining other elements of compensation. All of the NEOs were covered under the Company’s Senior Executive Severance Pay Plan and the Special Senior Executive Severance Pay Plan (which do not provide overlapping payments and benefits in the event of a qualifying termination).

  78. SENIOR EXECUTIVE SEVERANCE PAY PLAN

    SENIOR EXECUTIVE SEVERANCE PAY PLAN The purpose of this plan is to provide a period of transition for senior executives if the Company terminates the senior executive’s employment without cause. Certain senior executives who are U.S. citizens or who are employed in the United States are covered by this plan. Pursuant to the plan, severance payments are not required in instances where: • the executive terminates his or her own employment; • the executive’s employment is terminated for cause; or • if the executive accepts employment or refuses comparable employment with a purchaser in a divestiture situation. All of the NEOs are covered under this plan.

  79. SPECIAL SENIOR EXECUTIVE SEVERANCE PAY PLAN

    SPECIAL SENIOR EXECUTIVE SEVERANCE PAY PLAN This plan provides compensation in the case of a qualifying termination of employment in connection with an Acceleration Event (described under “Payments Upon Termination or Change in Control” below). The plan is structured to encourage executives to act in the best interests of shareholders by providing for certain compensation and retention benefits and payments, including change in control provisions, in the case of an Acceleration Event. The purposes of these provisions are to: • provide for continuing cohesive operations as executives evaluate a transaction, which, without change in control protection, could be personally adverse to the executive; • keep executives focused on preserving value for shareholders; • retain key talent in the face of potential transactions; and • attract talented employees in the competitive marketplace. As discussed above, this plan provides severance benefits for covered executives, including any NEO, whose employment was terminated by the Company without cause, or where the covered executive terminated his or her employment for good reason within two years after the occurrence of an Acceleration Event as described below (generally excluding a termination due to death or disability) or if the covered executive’s employment was terminated under certain circumstances in contemplation of an Acceleration Event that ultimately occurred. The plan is designed to put the executive in the same position for a period of time from a compensation and benefits standpoint, as he or she would have been in without a termination related to the Acceleration Event. With respect to AIP awards, since the executive would no longer have the ability to influence the corporate objectives upon which the awards were based, the plan provides that any AIP awards be paid to the executive at target.

  80. CHANGE IN CONTROL ARRANGEMENTS

    CHANGE IN CONTROL ARRANGEMENTS As described more fully under “Payments Upon Termination or Change in Control” below, the Compensation Committee has provided for treatment of short-term and long-term incentive plans, severance arrangements and the excess savings plan upon a change in control.

  81. EQUITY GRANT POLICY — CONSIDERATION OF MATERIAL NON-PUBLIC INFORMATION

    EQUITY GRANT POLICY — CONSIDERATION OF MATERIAL NON-PUBLIC INFORMATION V2X equity-based awards granted to NEOs, senior and other executives, and equity-based awards granted to Directors, are awarded and priced on the same date as the approval date or a subsequent date approved by the Compensation Committee for administrative reasons. V2X may also make equity-based grants in the case of the promotion of an existing employee or hiring of a new employee. These grants may be made at a time V2X is in possession of material non-public information related to the promotion or the hiring of a new employee or other matters, although we did not make equity-based grants in the form of stock options, stock appreciation rights or similar instruments with option-like features in 2023. V2X does not time its release of material non-public information for the purpose of affecting the value of executive compensation, and executive compensation decisions are not timed to the release of material non-public information.

  82. CONSIDERATION OF TAX AND ACCOUNTING IMPACTS

    CONSIDERATION OF TAX AND ACCOUNTING IMPACTS Section 162(m) — Section 162(m) of the Code generally imposes a limit of $1,000,000 on the amount of compensation that V2X can deduct in any one year with respect to its “covered employees,” which includes the NEOs. While the Compensation Committee may take any limit on deductions into account in making its compensation determinations, the Compensation Committee may determine to award compensation that is not deductible, if deemed to be in the best interests of V2X. Section 409A — Section 409A of the Code imposes an additional tax on service providers with respect to compensatory payments that are considered to be deferred compensation unless the arrangement meets certain requirements set forth in Section 409A of the Code and the related guidance thereunder. V2X plans are intended to comply with, or be exempt from, Section 409A of the Code, to the extent applicable. Excise Taxes — V2X provides “best-net” provisions with respect to any “golden parachute” excise tax triggered by a change-in-control. Under these provisions, if payments triggered by a change-in-control would be subject to an excise tax, then either the payments would be reduced by the amount needed to avoid triggering the tax, or no reduction of payments would occur, depending on which alternative left the executive in the better after-tax position.

  83. RISK ASSESSMENT ACROSS THE ENTERPRISE

    | V2X COMPENSATION COMPONENT OR POLICY | RISK MITIGATION MEASURES | | Base Salary | Based on market rates. Provides stability and minimizes risk-taking incentives. | | AIP | • AIP design emphasizes overall performance and collaboration across the enterprise. | | | • AIP components focus on metrics that encourage short-term operating performance and that differ from those used for long-term incentive awards. | | | • Individual AIP components and total AIP awards are capped. | | | • Payments are made only after internal audit’s review and Compensation Committee review and approval of the performance, adjustments, achievement, and payments. | | Long-Term Incentive Awards — RSUs — PSUs | • RSUs vest annually in one-third increments over a three-year period. | | | • PSUs are performance-based equity awards that vest at the end of a three-year period based on the attainment of relative TSR performance and absolute stock price performance, as described above, so as to provide a balanced view of long-term performance and to encourage behaviors focused on long-term shareholder return, while discouraging behaviors focused on the short-term. | | Perquisites | Perquisites are based on competitive market data. See “Employee Benefits — Perquisites for NEOs” above. | | Severance | Severance plans are maintained by the Company in the event of termination without cause or in certain circumstances following a change in control of the Company. | | Compensation Clawback and Recoupment Policies | Provides mechanism for the Board to seek recoupment of performance-based compensation, including cash/incentives and equity-based compensation, from an employee that has engaged in gross negligence, intentional misconduct, fraud, theft or embezzlement, and to seek clawback, from Section 16 officers, of compensation in the event of a material accounting restatement of the Company’s financial results, irrespective of fraud or misconduct, pursuant to the policy. | | Officer Share Ownership Guidelines | V2X executive officers are required to own V2X shares or share equivalents up to 5X base salary, depending on the level of the officer. Share ownership guidelines are designed to align executive and shareholder interests and discourage executives from focusing on short-term results without regard to longer-term consequences. | | Prohibition Against Pledging or Hedging or Speculation in V2X Securities | V2X policy prohibits Directors and executive officers at the level of Corporate Vice Presidents and above from pledging or hedging or speculative trading in and out of V2X securities, including short sales, forward contracts, equity swaps, collars, puts, calls or other derivative securities that are speculative in nature or designed to hedge or offset a decrease in market value of any V2X security (does not restrict exercises of Company-granted stock options). | | 2014 Omnibus Plan | Under the 2014 Omnibus Plan and award agreements, a double trigger change in control vesting provision is included, which requires both consummation of the transaction and a qualifying termination for accelerated vesting of outstanding long-term incentive grants. | | Pension Plans | V2X does not provide a traditional pension plan. |

  84. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table summarizes the compensation of our NEOs for 2021, 2022 and 2023.

  85. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Charles L. Prow President and Chief Executive Officer | 2023 | 926,919 | 5,285,471 | 1,303,115 | 40,120 | 7,555,625 | | | 2022 | 831,310 | 2,500,013 | 1,251,965 | 36,391 | 4,619,679 | | | 2021 | 764,619 | 2,099,972 | 1,185,106 | 33,844 | 4,083,541 | | Shawn M. Mural SVP and Chief Financial Officer | 2023 | 149,759 | 1,397,217 | 174,580 | 1,433 | 1,722,989 | | | — | — | — | — | — | — | | | — | — | — | — | — | — | | Susan D. Lynch(4) Former Chief Financial Officer | 2023 | 475,675 | 1,225,112 | — | 1,944,736 | 3,645,523 | | | 2022 | 486,379 | 600,016 | 502,125 | 17,507 | 1,606,027 | | | 2021 | 438,452 | 450,019 | 451,011 | 17,393 | 1,356,875 | | Susan L. Deagle(5) SVP and Chief Growth and Client Service Officer | 2023 | 513,462 | 1,195,378 | 491,069 | 21,091 | 2,221,000 | | | — | — | — | — | — | — | | | — | — | — | — | — | — | | Kenneth W. Shreves SVP, Global Mission Solutions | 2023 | 438,458 | 790,173 | 382,985 | 19,171 | 1,630,787 | | | — | — | — | — | — | — | | | — | — | — | — | — | — | | William W. Beard(6) SVP, Aerospace Solutions | 2023 | 428,165 | 834,773 | 357,453 | 24,852 | 1,645,243 | | | 2022 | 173,389 | 3,977,391 | 289,121 | 4,656 | 4,444,557 | | | — | — | — | — | — | — |

  86. SUMMARY COMPENSATION TABLE

    (1) Amounts in this column include the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for target PSUs and RSUs. The assumptions used in calculating these amounts are incorporated herein by reference to Note 16 to the consolidated financial statements in the V2X Form 10-K for the year ended December 31, 2023. For the maximum value of PSU awards, see the “Grants of Plan-Based Awards in 2023” table below. (2) Amounts in this column reflect the AIP awards, as applicable, that were earned for the applicable performance year. (3) Amounts in this column for 2023 represent items specified in the All Other Compensation table below. (4) Ms. Lynch’s employment with the Company ended as of September 28, 2023. (5) Ms. Deagle’s employment with the Company ended as of January 12, 2024. Mr. Beard’s employment with the Company ended as of January 12, 2024.

  87. GRANTS OF PLAN-BASED AWARDS IN 2023

    GRANTS OF PLAN-BASED AWARDS IN 2023 The following table summarizes awards made to our NEOs during the year ended December 31, 2023. Grants made to NEOs during 2023 were made under the 2014 Omnibus Plan. The table includes the grant date fair value for equity-based awards, the estimated future payouts under non-equity incentive plan awards (which consist of potential payouts for 2023 under the AIP), and estimated future payouts under the long-term incentive awards, which consist of potential payouts related to the PSU Group 1 and Group 2 Awards granted in 2023 for the 2023 – 2025 performance period. The table also provides the number of shares underlying all other stock awards, which consist of PSU Group 1 and Group 2 Awards and RSU awards, and the grant date fair value of such equity awards computed under FASB ASC Topic 718. No stock options were awarded in 2023.

  88. GRANTS OF PLAN-BASED AWARDS IN 2023

    | Name | Award Type | Approval Date | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Charles L. Prow | Cash | | | 522,500 | 1,045,000 | 2,090,000 | | | | | | | | PSU Group 1 Award | 2/21/2023 | 3/10/2023 | | | | 22,214 | 44,428 | 88,856 | | 2,048,575 | | | PSU Group 2 Award | 2/21/2023 | 3/10/2023 | | | | 15,392 | 51,307 | 51,307 | | 1,486,877 | | | RSU | 2/21/2023 | 3/10/2023 | | | | | | | 44,428 | 1,750,019 | | Shawn M. Mural | Cash | | | 280,000 | 560,000 | 1,120,000 | | | | | | | | PSU Group 1 Award | 9/28/2023 | 10/9/2023 | | | | 3,424 | 6,848 | 13,696 | | 531,747 | | | PSU Group 2 Award(5) | 9/28/2023 | 10/9/2023 | | | | 2,052 | 6,840 | 6,840 | | 240,494 | | | RSU(5) | 9/28/2023 | 10/9/2023 | | | | | | | 11,413 | 624,976 | | Susan D. Lynch | Cash | | | 206,250 | 412,500 | 825,000 | | | | | | | | PSU Group 1 Award | 2/21/2023 | 3/10/2023 | | | | 5,078 | 10,155 | 20,310 | | 468,247 | | | PSU Group 2 Award | 2/21/2023 | 3/10/2023 | | | | 3,694 | 12,314 | 12,314 | | 356,860 | | | RSU | 2/21/2023 | 3/10/2023 | | | | | | | 10,155 | 400,005 | | Susan L. Deagle | Cash | | | 196,875 | 393,750 | 787,500 | | | | | | | | PSU Group 1 Award | 2/21/2023 | 3/10/2023 | | | | 5,078 | 10,155 | 20,310 | | 468,247 | | | PSU Group 2 Award | 2/21/2023 | 3/10/2023 | | | | 3,386 | 11,288 | 11,288 | | 327,126 | | | RSU | 2/21/2023 | 3/10/2023 | | | | | | | 10,155 | 400,005 | | Kenneth W. Shreves | Cash | | | 146,250 | 292,500 | 585,000 | | | | | | | | PSU Group 1 Award | 2/21/2023 | 3/10/2023 | | | | 3,491 | 6,981 | 13,962 | | 321,894 | | | PSU Group 2 Award | 2/21/2023 | 3/10/2023 | | | | 2,001 | 6,670 | 6,670 | | 193,297 | | | RSU | 2/21/2023 | 3/10/2023 | | | | | | | 6,981 | 274,982 | | William W. Beard | Cash | | | 112,703 | 225,405 | 450,810 | | | | | | | | PSU Group 1 Award | 2/21/2023 | 3/10/2023 | | | | 3,491 | 6,981 | 13,962 | | 321,894 | | | PSU Group 2 Award | 2/21/2023 | 3/10/2023 | | | | 2,463 | 8,209 | 9,209 | | 237,897 | | | RSU | 2/21/2023 | 3/10/2023 | | | | | | | 6,981 | 274,982 |

  89. GRANTS OF PLAN-BASED AWARDS IN 2023

    (1) Amounts reflect the threshold, target, and maximum payment levels for commensurate performance under the AIP described under “Compensation Discussion and Analysis — Compensation Program Objectives” above if certain performance metrics are met. These potential payments are based on achievement of specific performance metrics and individual goals and are completely at risk. The target award is computed based upon the applicable range of net estimated payments denominated in dollars where the target award is equal to 100% of the award potential, the threshold is equal to 50% of target and the maximum is equal to 200% of target. The approved AIP formula for 2023 was based on performance measures and totals that would pay 100% of target for 100% achievement of the approved goals. Actual AIP awards for 2023 are shown in the Summary Compensation Table. Amounts reflect the threshold, target, and maximum payment levels, respectively, which are denominated in shares, if an award payout is achieved under the PSU Group 1 and PSU Group 2 Awards. The PSU Group 1 and the PSU Group 2 Awards are subject to a three-year performance period from January 1, 2023 to December 31, 2025. The potential payments are based on achievement of specific approved performance as further described under “Compensation Discussion and Analysis — Long-Term Incentive Program — Performance Stock Unit Component” above. These PSU awards are completely at-risk compensation and payments, if any, are made in shares after the end of the performance period. The target amount shown is the grant date fair value. Amounts reflect the number of RSUs granted in 2023 to the NEOs. RSUs granted to NEOs on March 10, 2023 vest in one-third annual installments on the first, second and third anniversaries of the grant date. The number of shares underlying the RSU awards granted on March 10, 2023 were determined based on $39.39, the closing price of V2X common stock on March 10, 2023. RSUs granted to Mr. Mural on October 9, 2023, vest in one-third annual installments on the first, second and third anniversaries of the grant date. The number of shares underlying the RSU awards granted on October 9, 2023 were determined based on $54.76, the closing price of V2X common stock on October 9, 2023. During the restriction period, holders of RSUs do not have voting rights. (4) Amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for equity awards granted to the NEOs in 2023. (5) Includes PSU Group 2 Award and one-time sign-on RSU award in the amounts of 6,840 shares and 4,565 shares, respectively, each as described under “Special Compensation Arrangements” below.

  90. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END The following table sets forth summary information regarding the outstanding equity awards held by our NEOs at December 31, 2023.

  91. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Charles L. Prow | 3/3/2017 | 21,898 | — | 21.98 | 3/3/2027 | — | — | — | — | | | 3/4/2021 | — | — | — | — | 6,005 | 278,872 | — | — | | | 3/10/2022 | — | — | — | — | 23,090 | 1,072,300 | — | — | | | 3/10/2023 | — | — | — | — | 44,428 | 2,063,236 | — | — | | | 3/10/2023 | — | — | — | — | — | — | 44,428(2) | 2,063,236 | | | 3/10/2023 | — | — | — | — | — | — | 51,307(3) | 2,382,697 | | Shawn M. Mural | 10/9/2023 | — | — | — | — | 4,565 | 211,999 | — | — | | | 10/9/2023 | — | — | — | — | 6,848 | 318,021 | — | — | | | 10/9/2023 | — | — | — | — | — | — | 6,848(2) | 318,021 | | | 10/9/2023 | — | — | — | — | — | — | 6,840(3) | 317,650 | | Susan D. Lynch | 3/10/2023 | — | — | — | — | 10,155(4) | 471,598 | — | — | | | 3/10/2023 | — | — | — | — | — | — | 10,155(2)(4) | 471,598 | | Susan L. Deagle | 5/8/2017 | 5,618 | — | 26.05 | 5/8/2027 | — | — | — | — | | | 3/4/2021 | — | — | — | — | 1,115 | 51,781 | — | — | | | 3/10/2022 | — | — | — | — | 5,080 | 235,915 | — | — | | | 3/10/2023 | — | — | — | — | 10,155 | 471,598 | — | — | | | 3/10/2023 | — | — | — | — | — | — | 10,155(2) | 471,598 | | | 3/10/2023 | — | — | — | — | — | — | 11,288(3) | 524,215 | | Kenneth W. Shreves | 3/4/2021 | — | — | — | — | 715 | 33,205 | — | — | | | 3/10/2022 | — | — | — | — | 3,002 | 139,413 | — | — | | | 3/10/2023 | — | — | — | — | 6,981 | 324,198 | — | — | | | 3/10/2023 | — | — | — | — | — | — | 6,981(2) | 324,198 | | | 3/10/2023 | — | — | — | — | — | — | 6,670(3) | 309,755 | | William W. Beard | 7/5/2022 | — | — | — | — | 58,629 | 2,722,731 | — | — | | | 3/10/2023 | — | — | — | — | 6,981 | 324,198 | — | — | | | 3/10/2023 | — | — | — | — | — | — | 6,981(2) | 324,198 | | | 3/10/2023 | — | — | — | — | — | — | 8,209(3) | 381,226 |

  92. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END

    (1) Reflects the Company’s closing stock price of $46.44 per share at December 29, 2023. (2) The PSU Group 1 Awards granted in 2023 have a three-year performance period from the start of the 2023 fiscal year and will vest based on achievement of specific approved performance as further described under “Compensation Discussion and Analysis — Long-Term Incentive Program — Performance Stock Unit Component” above. (3) The PSU Group 2 Awards have a three-year performance period from the start of the 2023 fiscal year and will vest based on achievement of specific approved performance as further described above under “Compensation Discussion and Analysis — Long-Term Incentive Program — Performance Stock Unit Component” above. Ms. Lynch’s equity awards will be eligible to vest per the original vesting schedule provided at the time of grant.

  93. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table summarizes the vesting of RSUs for each of our NEOs in 2023. No V2X options were exercised by NEOs in 2023.

  94. OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Charles L. Prow | 23,520 | 1,021,163 | | Shawn M. Mural | — | — | | Susan D. Lynch(2) | 12,300 | 588,443 | | Susan L. Deagle | 4,754 | 205,003 | | Kenneth W. Shreves | 2,687 | 115,425 | | William W. Beard(3) | 58,629 | 2,656,769 |

  95. OPTION EXERCISES AND STOCK VESTED

    (1) The aggregate value realized on the date of vesting of the RSUs is based on the average of high and low prices of V2X common stock on the date of vesting, multiplied by the number of shares acquired upon vesting. The value realized for these NEOs is based on $46.75 per share on the vesting date of March 4, 2023, $46.75 per share on the vesting date of March 5, 2023 and $39.96 per share on the vesting date of March 10, 2023. (2) The value realized for Ms. Lynch includes $51.47 per share for the 6,829 shares that vested upon her separation date of September 28, 2023. The value realized for Mr. Beard is based on $41.64 per share on the vesting date of January 5, 2023 and $48.99 per share on the vesting date of July 5, 2023.

  96. PENSION BENEFITS

    PENSION BENEFITS V2X has not adopted a pension plan and does not provide pension benefits to the NEOs.

  97. NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

    NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

  98. NON-QUALIFIED DEFERRED COMPENSATION PLAN

    NON-QUALIFIED DEFERRED COMPENSATION PLAN The Vectrus Systems Corporation Non-Qualified Deferred Compensation Plan allows certain eligible employees to defer and invest a portion of their compensation for retirement and other life events. Each year, employees are eligible to defer up to 70% of their eligible salary and/or incentive plan compensation. Employee deferrals and associated earnings are 100% vested at all times. Employees may designate an in-service distribution date on their compensation deferrals. In addition, employees may designate either a lump sum payment or annual installments on their compensation deferrals following their retirement from the Company. In the event the employee separates from service prior to an in-service distribution date and does not qualify for retirement, their account balance will be distributed as a lump sum payment six months following the last day worked.

  99. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table shows the activity within the Non-Qualified Deferred Compensation Plans for the NEOs for 2023.

  100. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions in Last FY ($) | Aggregate Balance at Last FYE ($)(3) | | Charles L. Prow | 74,153 | 23,877 | 30,008 | — | 257,726 | | Shawn M. Mural | — | — | — | — | — | | Susan D. Lynch | — | 3,671 | 161 | — | 11,111 | | Susan L. Deagle | — | 7,338 | 145 | — | 13,693 | | Kenneth W. Shreves | — | 4,338 | 84 | — | 8,230 | | William W. Beard | — | — | — | — | — |

  101. Non-Qualified Deferred Compensation

    (1) The amounts in this column are also included in the Summary Compensation Table as Salary. (2) The amounts in this column are also included in the Summary Compensation Table and in the All Other Compensation Table as Excess Savings Plan Contributions. The following amounts of the aggregate balance from the table were reported in previous summary compensation tables: Mr. Prow — $129,688 and Ms. Lynch $7,278.

  102. PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL In this section, we discuss the compensation payable (including accelerated vesting of equity awards) in the event of a change in control and employment termination under several different circumstances, including voluntary termination, termination for cause, death, disability, termination without cause and termination in connection with a change in control. The term used for change in control under the 2014 Omnibus Plan is “Acceleration Event” as further described below. The amounts shown in the Potential Post-Employment Compensation table are estimates, assuming the triggering event occurred on December 31, 2023, as required by SEC rules. Values attributed to accelerated vesting of equity-based awards are based on V2X’s closing stock price on December 29, 2023, which was $46.44.

  103. SEPARATION AGREEMENT

    SEPARATION AGREEMENT V2X and Ms. Lynch entered into the Lynch Separation Agreement in connection with her separation and retirement, pursuant to which Ms. Lynch received the following benefits in accordance with applicable senior executive severance pay plans as described above and in consideration for her execution of a release of claims in favor of the Company and agreeing to a non-solicit and non-compete: two times annual base salary and target cash bonus, $111,983.00 in settlement of her 2021 – 2023 TSR awards, $249,360 in settlement of her 2022 – 2024 TSR awards, continued benefit coverage for 18 months post-employment, continued vesting of the 10,155 PSUs granted in March 2023 through the end of their 3-year performance period, immediate vesting of her 2021 and 2022 RSU grants, of which 6,820 shares were outstanding, and continued vesting of the 10,155 RSU awards granted in March 2023 through their performance period. EFFECT OF A CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT ON ANNUAL INCENTIVE AWARDS, EQUITY AWARDS, THE EXCESS SAVINGS PLAN AND THE NON-QUALIFIED DEFERRED COMPENSATION PLAN Annual Incentive Awards. For 2023, our AIP did not contain a change in control trigger, and therefore, no annual incentive award amount is reflected in the table below. The NEO’s AIP awards for 2023, including the target opportunities and the actual amounts earned, are discussed under “Compensation Discussion and Analysis” above. Long-Term Incentive Awards. No outstanding long-term incentive awards accelerate solely upon a change in control transaction; however, vesting is accelerated in the event of certain termination of employment scenarios. Following is a description of how the awards are treated upon different termination events. Stock Options. The stock options become fully vested upon termination due to death or disability. Upon termination due to retirement (termination at or after age 60 with at least 5 years of service, other than termination by the Company for cause or due to death or disability), a prorated portion of the option will continue to vest on the applicable vesting dates based on the number of full months of employment during the vesting period, and any remaining unvested portion will expire unless the option holder agrees to comply with the non-competition covenants contained in the stock option agreement, in which case the option will vest without proration on each subsequent vesting date as if employment had continued. If the option holder is not retirement eligible upon voluntary resignation or termination by the Company without cause, the unvested portions of the option expire immediately, except that if employment is terminated by the Company without cause or by the option holder for good reason within 24 months following a change in control transaction, the options become fully vested. RSUs. The RSUs for NEOs become fully vested upon termination due to death or disability. For RSUs granted prior to 2023, upon termination due to retirement (termination at or after age 60 with at least 5 years of service, other than termination by the Company for cause or due to death or disability) or termination by the Company without cause, a prorated portion of the RSUs will continue to vest on the applicable vesting dates based on the number of full months of employment during the vesting period, and any remaining unvested portion will be forfeited unless, in the case of a termination due to retirement, the RSU holder agrees to comply with the non-competition and non-solicitation covenants contained in the RSU agreement, in which case the RSUs will vest without proration on each subsequent vesting date as if employment had continued. For RSUs granted in 2023, upon termination by the Company without cause, a prorated portion of the RSUs will continue to vest as described in the preceding sentence, and if termination is due to retirement (as defined in the preceding sentence) the RSUs will continue to vest on the applicable vesting dates during the vesting period as if employment had continued, provided that the RSU holder complies with the non-competition and non-solicitation covenants contained in the RSU agreement. If the RSU holder is not retirement eligible upon voluntary resignation, the unvested portions of the RSUs will be forfeited. If employment is terminated by the Company without cause or by the option holder for good reason within 24 months following a change in control transaction, the RSUs become fully vested. Messrs. Prow and Shreves were retirement eligible (age 60 with 5 years of service) for purposes of their RSU awards on December 31, 2023. TSR Awards. Upon termination due to death or disability, the 2022 – 2024 TSR awards remain eligible to vest based on actual performance over the performance period (or as determined upon a change in control event as described below if such an event occurs during the performance period) as if the award holder had remained employed. Upon termination due to retirement (termination at or after age 60 with at least 5 years of service, other than termination by the Company for cause or due to death or disability) or termination by the Company without cause, a prorated portion of the 2022 – 2024 TSR award will remain eligible to vest based on actual performance over the performance period (or as determined upon a change in control event as described below if such an event occurs during the performance period) as if employment had continued, and any remaining unvested portion will expire unless the termination was due to retirement and the award holder agrees to comply with the non-competition covenants contained in the 2022 – 2024 TSR award agreement, in which case the portion of the award that vests will not be prorated. If the award holder is not retirement eligible upon voluntary resignation, the unvested portions of the award will be forfeited. If employment is terminated by the Company without cause or by the award holder for good reason within 24 months following a change in control transaction, the award becomes fully vested, with a prorated portion of the award determined by calculating the average performance over any completed and open performance periods (based on actual performance through the date of the change in control event) and the remainder based on assumed target performance. Each of the NEOs has accepted the terms and conditions with respect to their awards, including restrictive covenants. Messrs. Prow and Shreves were retirement eligible (age 60 with 5 years of service) for purposes of their 2022 – 2024 TSR Awards on December 31, 2023.

  104. SEPARATION AGREEMENT

    PSU Group 1 Awards. Upon termination due to death or disability, the PSU Group 1 Awards vest on a prorated portion based on the actual performance through the date of the termination and the remaining portion of the award shall be determined by reference to the target award. Upon termination due to retirement (termination at or after age 60 with at least 5 years of service) the PSU Group 1 Awards will remain eligible to vest based on the actual performance over the performance period (or as determined upon a change in control event as described below if such an event occurs during the performance period) as if employment had continued, so long as the award holder agrees to comply with the restrictive covenants contained in the PSU Group 1 Award agreement. If the award holder violates the restrictive covenants at any time before delivery of the shares, the award will terminate and expire in all respects. If the award holder is not retirement eligible upon voluntary resignation, the award will be forfeited. If employment is terminated by the Company without cause, a prorated portion of the PSU Group 1 Award will remain eligible to vest based on actual performance over the performance period as if employment had continued, and any remaining unvested portion will expire. If employment is terminated by the Company without cause or by the award holder for good reason within 24 months following a change in control transaction, the award becomes fully vested, with a prorated portion of the award determined by calculating the average performance over any completed and open performance periods (based on actual performance through the date of the change in control event) and the remainder based on assumed target performance. Each of the NEOs has accepted the terms and conditions with respect to their awards, including restrictive covenants. Messrs. Prow and Shreves were retirement eligible (age 60 with 5 years of service) for purposes of their PSU Group 1 Awards on December 31, 2023. PSU Group 2 Awards. Upon termination due to death or disability, or if employment is terminated by the Company without cause or by the award holder for good reason within 24 months following a change in control transaction, the PSU Group 2 award shall be eligible to vest on a prorated portion based on the actual performance through the date of termination (for a termination due to death or disability) or the date of the change in control (for a termination without cause or good reason resignation within 24 months following a change in control) and the remaining portion of the award is forfeited. Upon termination due to any other reason, the PSU Group 2 Award is forfeited. Vectrus Systems Corporation Excess Savings Plan. The NEOs’ accounts under this plan would be paid out upon a change in control or a termination of employment or death of the NEO. The definition of change in control under this plan is consistent with the corresponding definition under Code Section 409A. Since there is no accelerated vesting or other enhancement of benefits under the plan in connection with a termination or change in control, we have not disclosed the NEOs’ accounts in the table below. For information regarding this plan and the NEOs’ aggregate balances as of December 31, 2023, see the Non-Qualified Deferred Compensation Plan table above. Vectrus Systems Corporation Non-Qualified Deferred Compensation Plan. The NEOs’ accounts under this plan would be paid out upon a change in control or a termination of employment or death of the NEO. Since there is no accelerated vesting or other enhancement of benefits under the plan, we have not disclosed the NEOs’ accounts in the table below. For information regarding this plan and the NEOs’ aggregate balances as of December 31, 2023, see the Non-Qualified Deferred Compensation Plan table above. Additional Information. The change in control and employment termination provisions in these plans and agreements are intended to provide protections in the context of change in control transaction and certain termination events so that the executives can focus on preserving value for shareholders when evaluating situations that, without these provisions, could be personally adverse to the executive. Except for the Vectrus Systems Corporation Excess Savings Plan, which defines a change in control by reference to the corresponding definition under Code Section 409A, as of December 31, 2023, change in control was generally defined as one of the following acceleration events (each, an “Acceleration Event”) for purposes of these plans and agreements: 1. A report on Schedule 13D was filed with the SEC disclosing that any person, other than V2X or one of its subsidiaries or any employee benefit plan that is sponsored by V2X or a subsidiary, had become the beneficial owner of 30% or more of V2X outstanding stock; 2. A person other than V2X or one of its subsidiaries or any employee benefit plan that is sponsored by V2X or a subsidiary purchased V2X shares in connection with a tender or exchange offer, if after consummation of the offer the person purchasing the shares is the beneficial owner of 30% or more of V2X outstanding stock; 3. The consummation of: (a) any consolidation, business combination or merger of V2X other than a consolidation, business combination or merger in which the shareholders of V2X immediately prior to the merger would hold 50% or more of the combined voting power of V2X or the surviving corporation of the merger and would have the same proportionate ownership of common stock of the surviving corporation that they held in V2X immediately prior to the merger; (b) any sale, lease, exchange or other transfer of all or substantially all of the assets of V2X; (c) A majority of the members of the Board of Directors of V2X changed within a 12-month period, unless the election or nomination for election of each of the new Directors by V2X’s shareholders had been approved by two-thirds of the Directors still in office who had been Directors at the beginning of the 12-month period or whose nomination for election or election was recommended or approved by a majority of Directors who were Directors at the beginning of the 12-month period; or (d) Any person other than V2X or one of its subsidiaries or any employee benefit plan sponsored by V2X or a subsidiary became the beneficial owner of 30% or more of V2X outstanding stock.

  105. POTENTIAL POST-EMPLOYMENT COMPENSATION

    POTENTIAL POST-EMPLOYMENT COMPENSATION The Potential Post-Employment Compensation table below provides additional information assuming the applicable termination of employment took place on the last day of fiscal 2023 (and for Ms. Lynch, information regarding what was provided to her pursuant to the Lynch Separation Agreement).

  106. POTENTIAL POST-EMPLOYMENT COMPENSATION

    | Executive | Resignation (a)($) | Termination for Cause (b)($) | Death (c)($) | Disability (d)($) | Termination Not For Cause (e)($) | Change in Control and Termination Not For Cause or With Good Reason (f)($) | | Charles L. Prow | | | | | | | | Severance(1) | — | — | — | — | 2,675,499 | 5,017,688 | | 2022 – 2024 TSR Award(2) | 1,039,000 | — | 1,039,000 | 1,039,000 | 1,039,000 | 1,039,000 | | 2023 – 2025 PSU Group 1 Award(2) | 2,063,236 | — | 2,063,236 | 2,063,236 | 2,063,236 | 2,063,236 | | 2023 – 2025 PSU Group 2 Award(3) | — | — | 794,170 | 794,170 | — | 794,170 | | Unvested RSUs(4) | 3,414,408 | — | 3,414,408 | 3,414,408 | 3,414,408 | 3,414,408 | | Total | 6,516,644 | — | 7,310,814 | 7,310,814 | 9,192,143 | 12,328,502 | | Shawn M. Mural | | | | | | | | Severance(1) | — | — | — | — | 715,922 | 2,552,942 | | 2023 – 2025 PSU Group 1 Award(2) | — | — | 318,021 | 318,021 | 105,976 | 318,021 | | 2023 – 2025 PSU Group 2 Award(3) | — | — | 105,883 | 105,883 | — | 105,883 | | Unvested RSUs(4) | — | — | 530,020 | 530,020 | 29,443 | 530,020 | | Total | — | — | 953,924 | 953,924 | 851,341 | 3,506,866 | | Susan L. Deagle | | | | | | | | Severance(1) | — | — | — | — | 669,743 | 1,859,530 | | 2022 – 2024 TSR Award(2) | — | — | 228,580 | 228,580 | 137,507 | 228,580 | | 2023 – 2025 PSU Group 1 Award(2) | — | — | 471,598 | 471,598 | 157,199 | 471,598 | | 2023 – 2025 PSU Group 2 Award(3) | — | — | 174,707 | 174,707 | — | 174,707 | | Unvested RSUs(4) | — | — | 759,294 | 759,294 | 245,203 | 759,294 | | Total | — | — | 1,634,179 | 1,634,179 | 1,209,652 | 3,493,709 | | Kenneth W. Shreves | | | | | | | | Severance(1) | — | — | — | — | 563,067 | 1,114,435 | | 2022 – 2024 TSR Award(2) | 135,070 | — | 135,070 | 135,070 | 135,070 | 135,070 | | 2023 – 2025 PSU Group 1 Award(2) | 324,198 | — | 324,198 | 324,198 | 324,198 | 324,198 | | 2023 – 2025 PSU Group 2 Award(3) | — | — | 103,236 | 103,236 | — | 103,236 | | Unvested RSUs(4) | 496,815 | — | 496,815 | 496,815 | 496,815 | 496,815 | | Total | 956,083 | — | 1,059,319 | 1,059,319 | 1,519,150 | 2,173,754 |

  107. POTENTIAL POST-EMPLOYMENT COMPENSATION

    | Executive | Resignation (a)($) | Termination for Cause (b)($) | Death (c)($) | Disability (d)($) | Termination Not For Cause (e)($) | Change in Control and Termination Not For Cause or With Good Reason (f)($) | | William W. Beard | | | | | | | | Severance(1) | — | — | — | 0 | 450,449 | 1,114,435 | | 2023 – 2025 PSU Group 1 Award(2) | — | — | 324,198 | 324,198 | 108,066 | 324,198 | | 2023 – 2025 PSU Group 2 Award(3) | — | — | 127,060 | 127,060 | — | 127,060 | | Unvested RSUs(4) | — | — | 3,046,928 | 3,046,928 | 2,803,769 | 3,046,928 | | Total | — | — | 3,498,186 | 3,498,186 | 3,362,284 | 4,612,621 |

  108. POTENTIAL POST-EMPLOYMENT COMPENSATION

    Amounts shown in column (e) reflect the cash severance and estimated cost to V2X of the continuation of benefits under the Senior Executive Severance Pay Plan, which would have been as follows: Mr. Prow ($2,660,000 the combination of the CEO’s base salary and target annual incentive opportunity multiplied by the months of severance earned under the Plan and $15,499); Mr. Mural ($700,000 and $15,922); Ms. Deagle ($656,250 and $13,493); Mr. Shreves ($562,500 and $567) and Mr. Beard ($450,000 and $449). Amounts shown in column (f) reflect the cash severance and estimated cost to V2X of the continuation of benefits under the Special Senior Executive Severance Pay Plan, which would have been as follows: Mr. Prow ($4,987,500 and $30,188); Mr. Mural ($2,520,000 and $32,942); Ms. Deagle ($1,837,500 and $22,030); Mr. Shreves ($1,113,750 and $685) and Mr. Beard ($1,113,750 and $685). (2) Amounts shown in columns (c), (d), (e) and (f) for the 2022-2024 TSR awards are based on actual performance for the period of January 1, 2022 to July 5, 2022, and target performance (100%) for the period of July 5, 2022 through December 31, 2023 and for the remaining two measurement periods, with the amount in column (e) prorated to reflect the two thirds of the performance period that would have been completed on December 31, 2023. Amounts shown in columns (c), (d), (e) and (f) for the 2023-2025 PSU Group 1 Awards reflect the target amount of shares valued at $46.44 per share, the closing price of V2X common stock on December 29, 2023, with the amount in column (e) prorated to reflect the one third of the performance period that would have been completed on December 31, 2023. At December 31, 2023, Mr. Prow and Mr. Shreves were eligible for retirement treatment (age 60 with 5 years of service) for purposes of their outstanding PSU Group 1 Awards. (3) Amounts shown in columns (c), (d) and (f) for the 2023-2025 PSU Group 2 Awards reflect the one third of the performance period that would have been completed on December 31, 2023. (4) Amounts shown in columns (c), (d) and (f) reflect the market value of unvested RSUs based on a $46.44 per share value, the closing price of V2X common stock on December 29, 2023. Amounts shown in column (e) reflect the prorated portion of the unvested RSUs based on the number of full months of employment between the grant date and the end of the applicable vesting period. At December 31, 2023, Mr. Prow and Mr. Shreves were eligible for retirement treatment (age 60 with 5 years of service) for purposes of their outstanding RSUs. Upon Ms. Lynch’s separation on September 28, 2023, she received a total cash severance payment of $1,925,000, which consisted of two times her current annual base salary plus two times her current target annual bonus, a payment of $111,983 in settlement of her 2021-2023 TSR Award, and a payment of $249,360 in settlement of her 2022-2024 TSR Award. In addition, Ms. Lynch received 6,829 shares from the accelerated vesting of RSUs valued at $351,489 based on the Company’s stock price, on the separation date, of $51.47 per share.

  109. CEO PAY RATIO

    CEO PAY RATIO In accordance with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to calculate and report an estimate of the ratio of the total compensation of our CEO to the total compensation of our median employee. The intended purpose of the disclosure is to provide a reasonable measure of the relationship of pay between the CEO and the median paid employee. Our CEO’s compensation is discussed in detail under “2023 Compensation Information for NEOs” above. The Company believes its compensation philosophy and process represent a responsible approach toward CEO pay. The required disclosure is presented as follows:

  110. CEO PAY RATIO

    | Median Employee Total Annual Compensation: | $75,448 | | CEO Total Annual Compensation: | $7,555,625 | | Ratio of CEO Pay to Median Employee Compensation: | 100.1 to 1.0 |

  111. CEO PAY RATIO

    In determining the median employee, the Company prepared a listing of all employees as of October 31, 2022. This included U.S. and non-U.S. employees who were full-time, part-time, or temporary employees and those on an approved leave of absence. Approximately 6,500 subcontractors were not included in the analysis because they were not employed by the Company and their compensation is determined by unaffiliated third parties. The data examined were W-2 wages or foreign equivalent compensation paid from November 1, 2021 through October 31, 2022. The median was calculated directly from the arrayed data using taxable wages as the chosen consistently applied compensation measure. Once the median employee was determined, annual total compensation was calculated for that individual using the Summary Compensation Table rules for both the CEO and the median employee. We elected to identify our median employee every three years unless a significant change in our employee population or employee compensation arrangements has occurred. We determined that there has been no change in our employee population or employee compensation arrangements in 2023 that we reasonably believe would result in significant change to our pay ratio disclosure. Our median employee identified in 2022, departed the Company in 2023, and as such, we replaced that individual with a similar median employee whose compensation is substantially similar to the original median employee. As of December 31, 2023, the Company employed approximately 16,000 employees, excluding the CEO and subcontractors.

  112. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  113. Pay Versus Performance Table

    Pay Versus Performance Table

  114. Pay Versus Performance Table

    | Fiscal Year(1) | Summary Compensation Table Total for CEO ($)(2) | Compensation Actually Paid to CEO ($)(3) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(4) | Average Compensation Actually Paid for Non-CEO NEOs ($)(5) | Value of Initial Fixed $100 Investment Based on: | | GAAP Net (Loss) Income ($)(8) | Adjusted EBITDA ($)(9) | | | | | | | Company Total Shareholder Return ($)(6) | Peer Group Total Shareholder Return ($)(7) | | | | 2023 | 7,555,625 | 7,471,120 | 2,174,613 | 2,015,800 | 90.60 | 125.44 | (22,573,000) | 293,857,000 | | 2022 | 4,619,679 | 4,505,434 | 6,866,764 | 8,171,106 | 80.55 | 101.87 | (14,330,000) | 204,994,000 | | 2021 | 4,083,541 | 3,185,883 | 1,049,196 | 854,711 | 89.29 | 107.72 | 45,728,000 | 83,089,000 | | 2020 | 3,441,257 | 3,301,633 | 1,011,132 | 993,030 | 97.00 | 105.62 | 36,951,000 | 56,313,000 |

  115. Pay Versus Performance Table

    (1) Year-ended December 31. (2) Amounts in this column reflect the total compensation as reported in the Summary Compensation Table (“SCT”) for Charles L. Prow, President and Chief Executive Officer. Amounts in this column reflect the SCT total for Charles L. Prow, President and Chief Executive Officer minus the value of Stock Awards and Option Awards granted in the year (as reported in the SCT), plus the fair value of equity awards at year-end for awards granted in the year, the change in fair value of equity awards at year-end (from the end of the prior year) for equity awards granted in previous years, the fair value of equity awards on the vest date for equity awards which were granted and vested in the year, and the change in fair value of equity awards at year-end (from the vest date) for equity awards which vested in the year. For a reconciliation, see the table below. Amounts in this column reflect the average total compensation as reported in the SCT for the following Non-CEO NEOs: • for fiscal year 2023, Shawn M. Mural, SVP and Chief Financial Officer, Susan D. Lynch, (Former) SVP and Chief Financial Officer, Susan L. Deagle, SVP and Chief Growth and Client Service Officer, Kenneth W. Shreves, SVP, Global Mission Solutions and William W. Beard, SVP, Aerospace Solutions. • for fiscal year 2022, Susan D. Lynch, (Former) SVP and Chief Financial Officer, John “Ed” Boyington, Jr. (Former) President, Vertex Aerospace LLC, William W. Beard, SVP, Aerospace Solutions and Richard Mendoza, (Former) SVP and Chief People Officer; • for fiscal year 2021, Susan D. Lynch, (Former) SVP and Chief Financial Officer, Susan L. Deagle, SVP, Growth and Enterprise Operations, David A. Hathaway, (Former) SVP, Vectrus Programs, Kevin T. Boyle, SVP, Chief Legal Officer, General Counsel and Corporate Secretary and Kenneth W. Shreves, SVP, Organic Growth and Operational Enablement; and • for fiscal year 2020, Susan D. Lynch, (Former) SVP and Chief Financial Officer, Susan L. Deagle, SVP, Growth and Enterprise Operations, David A. Hathaway, SVP, Vectrus Programs and Kevin T. Boyle, SVP, Chief Legal Officer, General Counsel and Corporate Secretary. Amounts also reflect the one-time grant of RSU awards to Messrs. Boyington, Beard and Mendoza who joined the Company in 2022 in connection with the Merger (the “Vertex Merger Grant”) that impacts the average SCT total for Non-CEO NEOs in 2022. (5) Amounts in this column reflect the average SCT total for all Non-CEO NEOs (as disclosed in footnote 4 above) minus the value of Stock Awards and Option Awards granted in the year (as reported in the SCT), plus the fair value of equity awards at year-end for awards granted in the year, the change in fair value of equity awards at year-end (from the end of the prior year) for equity awards granted in previous years, the fair value of equity awards on the vest date for equity awards which were granted and vested in the year, and the change in fair value of equity awards at year-end (from the vest date) for equity awards which vested in the year. For fiscal year 2022, amounts reflect the one-time Vertex Merger Grant in 2022 that impacts the average Compensation Actually Paid for the Non-CEO NEOs for 2022. For a reconciliation of the SCT to compensation actually paid (“CAP”), see the table below. (6) As of year-ended December 31, assuming an initial investment of $100 on December 31, 2019. (7) Reflects S&P Aerospace and Defense Select Industry Index. (8) As of year-ended December 31. (9) Year-ended December 31. The following tables provide reconciliations of the CEO’s and the average non-CEO NEOs’ compensation reported in the SCT to CAP, each as described in the table above and the accompanying footnotes.