DEF 14A of V2X, Inc., Mar 20, 2025

DEF 14A of V2X, Inc.

Filed Mar 20, 2025 · FY20240001104659-25-025871

Open on EDGAR

  1. INDEPENDENT NON-EXECUTIVE CHAIRMAN

    | 2024 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 II Director Nominees for a Term of Three Years

    Election of Four Class II 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 II Directors expires at the 2025 Annual Meeting. The full Board of Directors has considered and nominated four Class II Director nominees, Mary L. Howell, Eric M. Pillmore, Joel M. Rotroff and Neil D. Snyder, for election as Directors at the 2025 Annual Meeting, to serve for a three-year term ending at the 2028 annual meeting of shareholders. The terms of the Class III and Class I Directors will expire at the 2026 and 2027 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 2025 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 Merger, the Company entered into a shareholders agreement (the “Shareholders Agreement”) with 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. On November 14, 2024, the Vertex Holdco Parties who were controlling shareholders of the Company, sold shares of the Company’s common stock, reducing their ownership interest in the Company to approximately 45%. As a result of this sale, the Company no longer qualifies as a “controlled company,” and is therefore required to comply with all of the applicable corporate governance requirements of the NYSE. Pursuant to the Shareholders Agreement, the Vertex Holdco Parties and the Company have taken the necessary actions to cause the Company to comply with the governance requirements under the SEC rules and applicable listing standards. For additional information, see “Information About The Board of Directors and Other Matters — Director Independence” below. Beginning at the 2024 Annual Meeting, each Former Vertex Stockholder was 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 (as defined below). In the case of an uncontested election, each Former Vertex Stockholder 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 figure below illustrates the key experience, qualifications, and skills of the majority of our Directors, including our Director nominees, based on responses to their Directors’ questionnaires. 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 Board of Directors with valuable and varied perspectives. The Nominating and Governance Committee strives to have a Board of Directors that reflects a wide range of experience, qualifications, attributes, and skills. The Committee also desires that the Board of Directors encompasses members with diverse backgrounds, perspectives, and cultural experiences. We currently have two women on our Board, including our Non-Executive Chairman of the Board. Our current 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 II 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 2025 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

    | | MARY L. HOWELL | | | | AGE | 72 | | | 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. | | |

  7. Biographies of Director Nominees

    Ms. Howell serves as our Non-Executive Chairman. She served as Chief Executive Officer of Howell Strategy Group, an international consulting firm, from 2010 to 2024. Ms. Howell also 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 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.

  8. Biographies of Director Nominees

    | | ERIC M. PILLMORE | | | | AGE | 71 | | | 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. | | |

  9. Biographies of Director Nominees

    Mr. Pillmore has served as General Partner of Amore Limited Partnership since 2020 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. Mr. Pillmore held CFO positions at Multilink Technology Corporation, McData Corporation and General Instrument Corporation from 1996 to 2002. 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.

  10. Biographies of Director Nominees

    | | JOEL M. ROTROFF | | | | AGE | 43 | | | 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. | | |

  11. Biographies of Director Nominees

    Mr. Rotroff joined AIP, LLC (“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 (“Baird”) 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. From 2017 to 2024, Mr. Rotroff served 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.

  12. Biographies of Director Nominees

    | | NEIL D. SNYDER | | | | AGE | 52 | | | 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. | | |

  13. Biographies of Director Nominees

    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. THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THE ELECTION OF EACH OF THE FOUR PROPOSED CLASS II NOMINEES LISTED ABOVE TO THE V2X BOARD OF DIRECTORS.

  14. BIOGRAPHIES OF CONTINUING DIRECTORS

    BIOGRAPHIES OF CONTINUING DIRECTORS

  15. CLASS III — DIRECTORS WHOSE TERMS EXPIRE IN 2026

    CLASS III — DIRECTORS WHOSE TERMS EXPIRE IN 2026

  16. CLASS III — DIRECTORS WHOSE TERMS EXPIRE IN 2026

    | | JORDAN F. RANSOM | | | | AGE | 35 | | | DIRECTOR SINCE | 2025 | | COMMITTEE ASSIGNMENTS | | | | None. | | | | QUALIFICATIONS | | | | Mr. Ransom has extensive experience in finance, business and capital markets. | | |

  17. CLASS III — DIRECTORS WHOSE TERMS EXPIRE IN 2026

    Mr. Ransom has served as a Director at American Industrial Partners since 2024. Prior to joining American Industrial Partners, from 2021 to 2024 he served as a Director in the Credit Solutions Group at the investment firm, KKR, where he originated and executed direct lending and syndicated capital markets solutions. Mr. Ransom began his career at Morgan Stanley, where he worked in Global Leveraged Finance covering Industrials, Business Services and Basic Materials. For the past 14 years, Mr. Ransom has held positions in the capital markets industry, specifically focusing on debt financing and advisory for non-investment grade companies, as well as mergers and acquisitions, leveraged buyouts, recapitalizations and refinancings. Mr. Ransom graduated from the University of Connecticut where he received a Bachelor of Science degree in Finance.

  18. CLASS III — DIRECTORS WHOSE TERMS EXPIRE IN 2026

    | | MELVIN F. PARKER | | | | AGE | 57 | | | 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. | | |

  19. 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.

  20. CLASS III — DIRECTORS WHOSE TERMS EXPIRE IN 2026

    | | STEPHEN L. WAECHTER | | | | AGE | 74 | | | DIRECTOR SINCE | 2014 | | COMMITTEE ASSIGNMENTS | | | | Audit Committee, Chair; and Nominating and Governance Committee, Member | | | | QUALIFICATIONS | | | | Mr. Waechter has extensive experience in finance, accounting 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. | | |

  21. 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.

  22. CLASS III — DIRECTORS WHOSE TERMS EXPIRE IN 2026

    | | Jeremy C. Wensinger | | | | AGE | 61 | | | DIRECTOR SINCE | 2024 | | COMMITTEE ASSIGNMENTS | | | | None. | | | | QUALIFICATIONS | | | | Mr. Wensinger has extensive leadership and business management experience in the aerospace and defense industry. | | |

  23. CLASS III — DIRECTORS WHOSE TERMS EXPIRE IN 2026

    Mr. Wensinger has served as President, CEO and director of the Company since June 2024. Mr. Wensinger has over 35 years of experience in the defense, aerospace and technology industries including leadership positions at Peraton, Inc., PAE Incorporated, GTSI, Cobham PLC and Harris Corporation. Prior to joining the Company, Mr. Wensinger served as Chief Operating Officer of Peraton, Inc. from 2017 to 2024. Mr. Wensinger graduated from Bowling Green State University where he received Bachelor’s degree and from University of South Florida with a Masters of Business Administration and completed The General Managers Program at the Harvard Business School.

  24. CLASS I — DIRECTORS WHOSE TERMS EXPIRE IN 2027

    CLASS I — DIRECTORS WHOSE TERMS EXPIRE IN 2027

  25. CLASS I — DIRECTORS WHOSE TERMS EXPIRE IN 2027

    | | DINO M. CUSUMANO | | | | AGE | 50 | | | 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. | | |

  26. CLASS I — DIRECTORS WHOSE TERMS EXPIRE IN 2027

    Mr. Cusumano joined 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. From 2017 to 2024, Mr. Cusumano served as a director of REV Group, Inc. (NYSE: REVG), where he also chaired 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.

  27. CLASS I — DIRECTORS WHOSE TERMS EXPIRE IN 2027

    | | LEE E. EVANGELAKOS | | | | AGE | 35 | | | DIRECTOR SINCE | 2022 | | COMMITTEE ASSIGNMENTS | | | | Nominating and Governance Committee, Member | | | | QUALIFICATIONS | | | | Ms. Evangelakos has extensive experience in finance, business and computer science. | | |

  28. CLASS I — DIRECTORS WHOSE TERMS EXPIRE IN 2027

    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.

  29. CLASS I — DIRECTORS WHOSE TERMS EXPIRE IN 2027

    | | PHILLIP C. WIDMAN | | | | AGE | 70 | | | DIRECTOR SINCE | 2014 | | COMMITTEE ASSIGNMENTS | | | | Compensation and Human Capital Committee, Chair; and 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 currently serves as a director of other public companies and has served as chair of several audit committees. | | |

  30. CLASS I — DIRECTORS WHOSE TERMS EXPIRE IN 2027

    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 lead vice chairman, 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.

  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 Compensation Committee and 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. Wensinger, 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 for each of the V2X Directors who are compensated for their service on our Board and its Committees (“Compensated Directors”) 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 earlier of (i) the date of the next annual meeting of shareholders and (ii) the first anniversary of the date of grant. The table below summarizes the compensation received by our Directors for the year ended December 31, 2024.

  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) | 140,000 | 200,021 | 340,021 | | Dino M. Cusumano(4) | N/A | N/A | N/A | | Abbas O. Elegba(4)(8) | N/A | N/A | N/A | | Lee E. Evangelakos(4) | N/A | N/A | N/A | | Melvin F. Parker(5) | 105,000 | 150,004 | 255,004 | | Eric M. Pillmore | 90,000 | 150,004 | 240,004 | | Joel M. Rotroff(4) | N/A | N/A | N/A | | Neil D. Snyder(4) | N/A | N/A | N/A | | Stephen L. Waechter(6) | 110,000 | 150,004 | 260,004 | | Phillip C. Widman(7) | 107,500 | 150,004 | 257,504 |

  35. DIRECTOR COMPENSATION

    (1) Consists of the following, paid quarterly, as applicable: director annual cash retainer of $90,000 with an 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 $49.23 per unit, the closing price of V2X stock on the grant date, which was May 9, 2024. The assumptions used in calculating these amounts are incorporated herein by reference to Note 16 to the Consolidated Financial Statements in the Company’s 2024 Annual Report on Form 10-K. Figures may vary slightly from the scheduled director compensation due to rounding and our inability to issue fractional shares. (3) Ms. Howell received an 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 an incremental $15,000 cash retainer for his service as the Nominating and Governance Committee Chair. (6) Mr. Waechter received an incremental $20,000 cash retainer for his service as the Audit Committee Chair. (7) Mr. Widman received an incremental $17,500 cash retainer for his service as the Compensation Committee Chair. Mr. Elegba served as a Director until his resignation on March 17, 2025. Mr. Ransom was appointed as Mr. Elegba’s replacement as a Vertex Holdco designee on the Board to serve as a Class III Director on March 17, 2025.

  36. DIRECTOR COMPENSATION

    | RESTRICTED STOCK UNIT AWARDS OUTSTANDING AT 2024 FISCAL YEAR-END |

  37. DIRECTOR COMPENSATION

    The table below represents RSUs outstanding as of December 31, 2024 for our Compensated Directors who served during 2024.

  38. DIRECTOR COMPENSATION

    | Name | Restricted Stock Unit Awards | | Mary L. Howell | 4,063 | | Dino M. Cusumano(1) | N/A | | Abbas Elegba(1)(2) | N/A | | Lee E. Evangelakos(1) | N/A | | Melvin F. Parker | 3,047 | | Eric M. Pillmore | 3,047 | | Joel M. Rotroff(1) | N/A | | Neil D. Snyder(1) | N/A | | Stephen L. Waechter | 3,047 | | Phillip C. Widman | 3,047 |

  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. Elegba served as a Director until his resignation on March 17, 2025. Mr. Ransom was appointed as Mr. Elegba’s replacement as a Vertex Holdco designee on the Board to serve as a Class III Director on March 17, 2025. All Compensated Directors then serving were granted RSUs on May 9, 2024 under the 2014 Omnibus Plan. For the equity component of the annual retainer, the number of RSUs was determined by dividing $150,000 by $49.23, the closing price per share of common stock on the grant date. The resulting number of RSUs was rounded to 3,047, 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 4,063, 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’ 2024 compensation was comprised of base salary, V2X Annual Incentive Plan (“AIP”) awards and long-term incentive awards, consisting of PSUs and RSUs. Fifty percent of our 2024 long-term incentive awards were in the form of PSUs and 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 specified peer group over a three-year performance period. The 2024 AIP provided a cash payout if certain financial metrics, including total revenue, new business wins, adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”), and days sales outstanding, were met. The Compensation Committee approved 2024 AIP payouts reflecting an overall achievement between 0% and 200% of these targets. The 2024 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. | | • Tie compensation to corporate short-term and long-term financial and operational 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 our NEOs are at-will employees. | | • Provide a traditional defined benefit pension plan. |

  43. BASE SALARY AND TARGET INCENTIVE COMPENSATION

    | Name and Principal Position | 2024 Base Salary ($) | Target 2024 Annual AIP Award (% of Base Salary)(1) | Target 2024 Long-Term Incentive Award ($) | | Jeremy C. Wensinger(2) President and Chief Executive Officer | 1,000,000 | 125% | 5,209,400 | | Charles L. Prow(3) President and Chief Executive Officer (Former) | 1,000,000 | 110% | 3,900,000 | | Shawn M. Mural SVP and Chief Financial Officer | 700,000 | 80% | 1,340,000 | | Kenneth W. Shreves SVP, Global Mission Support | 575,000 | 80% | 864,000 | | Michael J. Smith Corporate Vice President, Treasurer, Investor Relations, and Corporate Development | 410,000 | 65% | 470,000 | | Josephine F. Bjornson(3) SVP, Chief Human Resources Officer | 425,000 | 60% | 468,000 | | Kevin T. Boyle(3) SVP, Chief Legal Officer, General Counsel and Corporate Secretary (Former) | 485,000 | 60% | 535,000 |

  44. V2X COMPETITIVE COMPENSATION

    V2X COMPETITIVE COMPENSATION In reviewing compensation for the NEOs for 2024, 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 V2X in terms of industry, business model, revenue and/or market capitalization. Within a reasonable range, the peer group contains some companies that are larger and some that are smaller than V2X in terms of market capitalization or revenue because they compete within the same market. In 2024, the Compensation Committee, along with the independent Compensation Consultant, reviewed this peer group and the Compensation Committee approved revisions it determined were appropriate based on changes to our business or the attributes of companies in the peer group.

  45. Fiscal 2024 Compensation Peer Group

    Fiscal 2024 Compensation Peer Group

  46. Fiscal 2024 Compensation Peer Group

    | AAR Corp. | Hexcel Corporation | Moog, Inc. | | Axon Enterprise, Inc. | Huntington Ingalls Industries, Inc. | Parsons Corporation | | Booz Allen Hamilton | Jacobs Solutions, Inc. | SAIC, Inc. | | BWX Technologies, Inc. | KBR, Inc. | Spirit AeroSystems, Inc. | | CACI International Inc. | Leidos Holdings, Inc. | Triumph Group, Inc. | | Curtiss-Wright Corporation | Leonardo DRS, Inc. | VSE Corporation |

  47. INDEPENDENT COMPENSATION CONSULTANT

    INDEPENDENT COMPENSATION CONSULTANT In 2024, 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 five of the eight meetings held by the Compensation Committee during 2024 and provided no other services to V2X during 2024 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 confirmed the Compensation Consultant’s independence from the Company and the Board of Directors in 2024. During 2024, V2X’s human resources, finance and legal functions supported the work of the Compensation Committee, provided information, answered questions, and also responded to any requests from the Compensation Consultant.

  48. 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.

  49. 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. AIP AWARDS — The Compensation Committee is responsible for the administration of the AIP awards, which were based on the achievement of certain corporate financial and operational metrics. All AIP awards for 2024 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.

  50. AIP AWARDS

    AIP AWARDS For 2024, the Compensation Committee focused on financial and operating performance in choosing the metrics below for the AIP awards, removing the individual performance metric and increasing the Adjusted EBITDA metric accordingly. The AIP awards were based on the achievement of the following corporate metrics. 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 EBITDA: Adjusted EBITDA is useful to management and investors in evaluating our operating performance and in evaluating our ongoing operations. This financial measure is defined as operating income, adjusted to exclude (a) depreciation and amortization of intangible assets, and (b) other 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”). The pie chart below sets forth each of the 2024 AIP metrics and their respective performance percentage, and the table that follows illustrates minimum, target and maximum payments for each category of the performance metric:

  51. AIP AWARDS

    | | Total Revenue* | | | New Business Wins* | | | Adjusted EBITDA* | | | DSO | | | | | 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% | 94.3% | 100% | 110% | | Payout Percentage of Target | 50% | 100% | 200% | 25% | 100% | 200% | 25% | 100% | 200% | 33.3% | 100% | 200% |

  52. AIP 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.

  53. 2024 AIP AWARDS PAID IN 2025

    2024 AIP AWARDS PAID IN 2025 The performance and payout percentages for each component of the AIP award were as follows:

  54. 2024 AIP AWARDS PAID IN 2025

    | Metric (all $ amounts in millions, except DSO) | Performance Target at 100.0% Payment and Weighting(1) | | 2024 Performance | Performance Percentage of Target | Payout Percentage of Target(1) | Weighted Attainment | | Total Revenue | $4,340.0 | 10.0% | $4,322.2 | 99.6% | 97.4% | 9.7% | | New Business Wins | $1,050.0 | 10.0% | $1,129.4 | 107.6% | 109.5% | 10.9% | | Adjusted EBITDA | $314.0 | 60.0% | $310.2 | 98.8% | 94.0% | 56.4% | | DSO | 66.0 | 20.0% | 70.9 | 93.1% | 0.0% | 0.0% |

  55. 2024 AIP AWARDS PAID IN 2025

    Attainment of all the 2024 AIP performance goals at target would result in a payout of 100% of target. The following table provides the calculation of the 2024 AIP awards paid to the NEOs with respect to 2024 performance. Please note that the sum of components may differ from actual award amounts due to rounding.

  56. 2024 AIP AWARDS PAID IN 2025

    | Name | Base Salary (a)($) | Annual Incentive Target as a Percent of Base Salary (b)(1) | Total Revenue Percent Achieved | New Business Wins Percent Achieved | Adjusted EBITDA Percent Achieved | DSO Percent Achieved | Approved Total Performance Percent Payout (c) | Actual 2024 AIP Awards (a)x(b)x (c)($) | | Jeremy C. Wensinger | 500,000(2) | 125 | 9.7 | 10.9 | 56.4 | 0.0 | 77.1 | 481,875 | | Charles L. Prow(3) | — | — | — | — | — | — | — | — | | Shawn M. Mural | 700,000 | 80 | 9.7 | 10.9 | 56.4 | 0.0 | 77.1 | 431,760 | | Kenneth W. Shreves | 575,000 | 80 | 9.7 | 10.9 | 56.4 | 0.0 | 77.1 | 354,660 | | Michael J. Smith | 410,000 | 65 | 9.7 | 10.9 | 56.4 | 0.0 | 77.1 | 205,472 | | Josephine F. Bjornson | 425,000 | 60 | 9.7 | 10.9 | 56.4 | 0.0 | 77.1 | 196,605 | | Kevin T. Boyle | 323,333(4) | 60 | 9.7 | 10.9 | 56.4 | 0.0 | 77.1 | 149,574 |

  57. 2024 AIP AWARDS PAID IN 2025

    (1) This column reflects the target percent of base salary approved for each NEO for his or her 2024 AIP award. (2) Mr. Wensinger’s base salary reflects the number of full months (6) employed by V2X in 2024. (3) Mr. Prow did not receive a 2024 AIP award payment based on the Company's performance during 2024, but a component of his cash severance was based on his target award per the Prow Separation Agreement (as described below). (4) Mr. Boyle’s base salary reflects the number of full months (8) employed by V2X in 2024.

  58. LONG-TERM INCENTIVE PROGRAM

    LONG-TERM INCENTIVE PROGRAM

  59. 2024 LONG-TERM INCENTIVE AWARDS

    2024 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 2024 long-term incentive program comprised of RSUs and PSUs 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 terms and conditions for V2X. In 2024, the Compensation Committee also awarded PSU awards based on attainment of TSR performance measures relative to the Compensation Peer Group. The Compensation Committee weighted these 2024 long-term incentive awards as follows: In 2024, the Compensation Committee additionally granted Mr. Wensinger a PSU award that vests on December 31, 2025 based on the achievement of a per share average stock price target prior to or on December 31, 2025 and TSR performance measures over a three-year period (from January 1, 2023 to December 31, 2025), as described in more detail below, to induce Mr. Wensinger to accept the Company’s offer of employment as President and CEO (the “Employment Inducement PSU Award”). The 2024 long-term incentive awards, comprising of RSUs and PSUs, for all NEO’s, excluding Mr. Wensinger, were granted on March 8, 2024. Mr. Wensinger’s 2024 long-term incentive awards were sign-on awards granted on June 25, 2024, after he joined the Company on June 17, 2024. The closing price of our common stock as of each grant date was used to determine the number of RSUs granted. The number of units granted on March 8, 2024 was determined using a share price of $44.92, the closing price of V2X common stock on the grant date. The number of units granted to Mr. Wensinger on June 25, 2024 was determined using a share price of $47.97, 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 2024, as determined by the Compensation Committee:

  60. 2024 LONG-TERM INCENTIVE AWARDS

    | | RSU Awards | | PSU Awards | | | Name | $ Value | # of Units | $ Value | # of Units | | Jeremy C. Wensinger(1) | 2,125,023 | 44,299 | 3,084,423 | 64,299 | | Charles L. Prow | 1,950,022 | 43,411 | 1,950,022 | 43,411 | | Shawn M. Mural | 669,982 | 14,915 | 669,982 | 14,915 | | Kenneth W. Shreves | 431,996 | 9,617 | 431,996 | 9,617 | | Michael J. Smith | 235,021 | 5,232 | 235,021 | 5,232 | | Josephine F. Bjornson | 233,988 | 5,209 | 233,988 | 5,209 | | Kevin T. Boyle | 267,499 | 5,955 | 267,499 | 5,955 |

  61. 2024 LONG-TERM INCENTIVE AWARDS

    (1) As described below, Mr. Wensinger received 44,299 sign-on RSUs, 44,299 sign-on PSUs that vest based on a relative TSR performance, similar to the other NEOs, as well as the 20,000 share Employment Inducement PSU Award.

  62. 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 2024 vest in one-third annual installments on the first, second and third anniversaries of the grant date.

  63. PERFORMANCE STOCK UNIT COMPONENT

    PERFORMANCE STOCK UNIT COMPONENT To provide a balanced view of long-term performance, the PSU awards granted in 2024 to the NEOs (other than the Employment Inducement PSU Award) were performance-based equity awards that vest at the end of a three-year period based on the Company’s TSR performance relative to the Compensation Peer Group, assuming employee’s continued service through vest date as follows (with vesting determined by linear interpolation for performance between the designated percentiles):

  64. PERFORMANCE STOCK UNIT COMPONENT

    | Company’s Relative TSR Performance | PSU 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% |

  65. PERFORMANCE STOCK UNIT COMPONENT

    The table below sets forth the PSU awards (other than the Employment Inducement PSU Award) made to the NEOs in 2024.

  66. PERFORMANCE STOCK UNIT COMPONENT

    | Name | PSU Target Award ($) | PSU Target Award (# of Units) | | Jeremy C. Wensinger | 2,125,023 | 44,299 | | Charles L. Prow | 1,950,022 | 43,411 | | Shawn M. Mural | 669,982 | 14,915 | | Kenneth W. Shreves | 431,996 | 9,617 | | Michael J. Smith | 235,021 | 5,232 | | Josephine F. Bjornson | 233,988 | 5,209 | | Kevin T. Boyle | 267,499 | 5,955 |

  67. PERFORMANCE STOCK UNIT COMPONENT

    The vesting factor for the PSU award is calculated for four performance periods (each of the 2024, 2025, and 2026 calendar years, as well as the three-year period beginning on January 1, 2024 and ending on December 31, 2026). The number of PSU 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 award units. Employment Inducement PSU Award: The Compensation Committee also approved the Employment Inducement PSU Award for Mr. Wensinger as set forth in the table below that vests on December 31, 2025 based on stock price achievement and relative TSR performance.

  68. PERFORMANCE STOCK UNIT COMPONENT

    | Name | Employment Inducement PSU Target Award ($) | Employment Inducement PSU Target Award (# of Units) | | Jeremy C. Wensinger | 959,400 | 20,000 |

  69. PERFORMANCE STOCK UNIT COMPONENT

    The number of Employment Inducement PSU Award units that become eligible to vest on December 31, 2025 will be determined based on the achievement of the per share average price target (i.e., the average closing price of a share of the Company’s common stock over any thirty-day trading period prior to (and including) December 31, 2025) pursuant to the table set forth below.

  70. PERFORMANCE STOCK UNIT COMPONENT

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

  71. PERFORMANCE STOCK UNIT COMPONENT

    No interpolation between stock prices. The Employment Inducement PSU Award 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 the Employment Inducement PSU Award, as employment through December 31, 2025 is generally required to be eligible to receive any performance-vested shares. If Mr. Wensinger’s employment terminates due to death or disability prior to their vesting on 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.

  72. RELATIVE TSR AWARDS GRANTED IN 2022

    RELATIVE TSR AWARDS GRANTED IN 2022 Upon the Merger with Vertex in July 2022, the original three-year performance period for then-outstanding 2022 TSR awards held by Messrs. Prow, Shreves, Smith and Boyle 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, 2024 was deemed to be attained at target. The payment for the 2022 TSR awards was made in January 2025 at an overall attainment level of 83.12% of target. Vesting of these awards was not accelerated in connection with the Merger. The payment for the 2022 TSR awards was made in cash to our NEOs in January 2025 at an overall attainment level of 83.12% of target award as follows:

  73. RELATIVE TSR AWARDS GRANTED IN 2022

    | Name | 2022 Target Award ($) | Payout at 83.12% ($) | | Jeremy C. Wensinger(1) | — | — | | Charles L. Prow(2) | 1,250,000 | 1,039,000 | | Shawn M. Mural(1) | — | — | | Kenneth W. Shreves | 162,500 | 135,070 | | Michael J. Smith | 112,500 | 93,510 | | Josephine F. Bjornson(1) | — | — | | Kevin T. Boyle(2) | 200,000 | 166,241 |

  74. RELATIVE TSR AWARDS GRANTED IN 2022

    (1) Messrs. Wensinger and Mural, and Ms. Bjornson joined the Company after 2022, and did not receive a 2022 TSR award. Mr. Prow received payment in December 2024 per the Prow Separation Agreement (as described below) and Mr. Boyle received payment in January 2025 per the Boyle Separation Agreement (as described below).

  75. 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 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).

  76. 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.

  77. 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 in the “Severance and Change in Control” section 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.

  78. 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.

  79. EQUITY GRANT PRACTICES — CONSIDERATION OF MATERIAL NON-PUBLIC INFORMATION

    EQUITY GRANT PRACTICES — 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, or an expanded role, 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 2024. The Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and the Company does not time the disclosure of material nonpublic information for purpose of affecting the value of executive compensation.

  80. 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.

  81. POLICIES AGAINST INSIDER TRADING AND HEDGING, PLEDGING, AND SPECULATION IN COMPANY STOCK

    POLICIES AGAINST INSIDER TRADING AND HEDGING, PLEDGING, AND SPECULATION IN COMPANY STOCK V2X has an insider trading policy that prohibits employees (including the NEOs) and Directors from engaging in transactions involving V2X stock while in possession of material nonpublic information. This policy also applies to certain family members and related parties. Directors and covered officers must receive specific written approval from the V2X SVP, General Counsel or Corporate Secretary, prior to engaging in any transaction, including entering into a Rule 10b5-1 Plan, involving V2X securities. We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy of the Company’s insider trading policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024. In addition, V2X has a policy that prohibits senior officers (including the NEOs) and Directors from directly or indirectly engaging in any kind of speculation involving V2X stock or any hedging transaction that could reduce or limit economic risk with respect to their holdings, ownership or interest in securities of V2X, including stock options, restricted stock, RSUs or other equity-based compensation. Prohibited transactions include the purchase of financial instruments, 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 equity security. Director and senior officers are further prohibited under this policy from using any V2X equity security as a pledge of collateral for any transaction or purchasing any V2X security on margin or selling V2X shares short.

  82. BUSINESS RISK AND COMPENSATION

    BUSINESS RISK AND COMPENSATION Compensation for our executives is structured so that unnecessary or excessive risk-taking behavior is discouraged. Total compensation for senior officers is heavily weighted toward long-term compensation consistent with the V2X compensation philosophy, which is focused on long-term value creation. This focus on long-term compensation discourages behaviors that encourage short-term risks. The CEO and the Chief Financial Officer attend those portions of the Compensation Committee meetings at which plan features and design configurations of annual and long-term incentive plans are considered and approved. Overall enterprise risk is reviewed and considered at the Committee and Board meetings, providing additional important information to the Compensation Committee. This risk assessment is generally conducted during the course of review of our compensation programs. In 2024, the Compensation Committee directed the Compensation Consultant to conduct an in-depth risk profile review of the Company’s executive compensation programs, including benchmarking our executive compensation against our peer group, and the Compensation Consultant concluded that V2X’s overall risk profile is “low” in all categories based on their knowledge of generally accepted principles of how executive pay programs are related to business risk. V2X management also concluded that our compensation programs are designed with an appropriate balance of risk and reward in relation to our overall business strategy and do not encourage excessive risk-taking behavior. As a result, we do not believe that risks relating to our compensation programs are reasonably likely to have a material adverse effect on the Company. The Compensation Committee reviewed the summary on the assessment of such compensation programs and approved these conclusions. The Compensation Committee considered risk implications of our compensation programs during its deliberations on the design of our 2024 executive compensation programs, with the goal of appropriately balancing short-term and long-term performance. The following table summarizes V2X compensation components or policies and relevant risk mitigation measures for 2024 with respect to our NEOs:

  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 (other than the Employment Inducement PSU Award) are performance-based equity awards that vest at the end of a three-year period based on the attainment of relative TSR 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 annual cash incentive/ bonus awards and all forms of 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 erroneously paid performance-based incentive 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 senior officers (including the NEOs) 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 defined benefit pension plan. |

  84. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table summarizes the compensation of our NEOs for 2022, 2023 and 2024.

  85. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Jeremy C. Wensinger President and Chief Executive Officer | 2024 | 500,001 | 4,861,874 | 481,875 | 18,813 | 5,862,563 | | | 2023 | — | — | — | — | — | | | 2022 | — | — | — | — | — | | Charles L. Prow(4) Former President and Chief Executive Officer | 2024 | 488,456 | 4,005,533 | — | 6,921,274 | 11,415,263 | | | 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 | | Shawn M. Mural SVP and Chief Financial Officer | 2024 | 700,000 | 1,376,207 | 431,760 | 58,852 | 2,566,819 | | | 2023 | 149,759 | 1,397,217 | 174,580 | 1,433 | 1,722,989 | | | 2022 | — | — | — | — | — | | Kenneth W. Shreves SVP, Global Mission Support | 2024 | 546,154 | 887,361 | 489,730 | 24,311 | 1,947,556 | | | 2023 | 438,458 | 790,173 | 382,985 | 19,171 | 1,630,787 | | | 2022 | — | — | — | — | — | | Michael J. Smith Corporate Vice President, Corporate Development, Investor Relations and Treasury | 2024 | 398,461 | 482,756 | 298,982 | 14,080 | 1,194,280 | | | 2023 | — | — | — | — | — | | | 2022 | — | — | — | — | — | | Josephine F. Bjornson(5) SVP, Chief Human Resources Officer | 2024 | 416,799 | 480,634 | 196,605 | 7,133 | 1,101,171 | | | 2023 | — | — | — | — | — | | | 2022 | — | — | — | — | — | | Kevin T. Boyle(6) Former SVP, Chief Legal Officer, General Counsel and Corporate Secretary | 2024 | 334,409 | 549,468 | 149,574 | 836,841 | 1,870,292 | | | 2023 | — | — | — | — | — | | | 2022 | — | — | — | — | — |

  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, 2024. For the maximum value of PSU awards, see the “Grants of Plan-Based Awards in 2024” 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 2024 represent items specified in the All Other Compensation table below. (4) Mr. Prow’s employment with the Company ended as of June 16, 2024. (5) Ms. Bjornson’s employment with the Company ended as of January 3, 2025. Mr. Boyle’s employment with the Company ended as of August 27, 2024.

  87. GRANTS OF PLAN-BASED AWARDS IN 2024

    GRANTS OF PLAN-BASED AWARDS IN 2024 The following table summarizes awards made to our NEOs during the year ended December 31, 2024 under the 2014 Omnibus Plan. The table includes the grant date fair value for equity-based awards computed under FASB ASC Topic 718, the estimated future payouts under non-equity incentive plan awards (which consist of potential payouts for 2024 under the AIP), and estimated future payouts under the long-term incentive awards, which consist of potential payouts related to the PSU awards granted in 2024 for the 2024–2026 performance period and the Employment Inducement PSU Award. The table also provides the number of shares underlying all other stock awards, which consist of PSU awards, RSU awards and the Employment Inducement PSU Award. No stock options were awarded in 2024.

  88. GRANTS OF PLAN-BASED AWARDS IN 2024

    | 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 (#) | | | | Jeremy C. Wensinger(5) | Cash | | | 625,000 | 1,250,000 | 2,500,000 | | | | | | | | PSU | 5/9/2024 | 6/25/2024 | | | | 22,150 | 44,299 | 88,598 | | 2,265,451 | | | Employment Inducement PSU Award(5) | 5/9/2024 | 6/25/2024 | | | | 6,667 | 20,000 | 20,000 | | 471,400 | | | RSU(5) | 5/9/2024 | 6/25/2024 | | | | | | | 44,299 | 2,125,023 | | Charles L. Prow | Cash | | | 550,000 | 1,100,000 | 2,200,000 | | | | | | | | PSU | 2/28/2024 | 3/8/2024 | | | | 21,706 | 43,411 | 86,822 | | 2,055,511 | | | RSU | 2/28/2024 | 3/8/2024 | | | | | | | 43,411 | 1,950,022 | | Shawn M. Mural | Cash | | | 280,000 | 560,000 | 1,120,000 | | | | | | | | PSU | 2/28/2024 | 3/8/2024 | | | | 7,458 | 14,915 | 29,830 | | 706,225 | | | RSU | 2/28/2024 | 3/8/2024 | | | | | | | 14,915 | 669,982 | | Kenneth W. Shreves | Cash | | | 230,000 | 460,000 | 920,000 | | | | | | | | PSU | 2/28/2024 | 3/8/2024 | | | | 4,809 | 9,617 | 19,234 | | 455,365 | | | RSU | 2/28/2024 | 3/8/2024 | | | | | | | 9,617 | 431,966 | | Michael J. Smith | Cash | | | 133,250 | 266,500 | 533,000 | | | | | | | | PSU | 2/28/2024 | 3/8/2024 | | | | 2,616 | 5,232 | 10,464 | | 247,735 | | | RSU | 2/28/2024 | 3/8/2024 | | | | | | | 5,232 | 235,021 | | Josephine F. Bjornson | Cash | | | 127,500 | 255,000 | 510,000 | | | | | | | | PSU | 2/28/2024 | 3/8/2024 | | | | 2,605 | 5,209 | 10,418 | | 246,646 | | | RSU | 2/28/2024 | 3/8/2024 | | | | | | | 5,209 | 233,988 | | Kevin T. Boyle | Cash | | | 145,500 | 291,000 | 582,000 | | | | | | | | PSU | 2/28/2024 | 3/8/2024 | | | | 2,978 | 5,955 | 11,910 | | 281,969 | | | RSU | 2/28/2024 | 3/8/2024 | | | | | | | 5,955 | 267,499 |

  89. GRANTS OF PLAN-BASED AWARDS IN 2024

    (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 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 2024 was based on performance measures and totals that would pay 100% of target for 100% achievement of the approved goals. Actual AIP awards for 2024 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 awards, including the Employment Inducement PSU Award to Mr. Wensinger. The PSU awards (other than the Employment Inducement PSU Award) are subject to a three-year performance period from January 1, 2024 to December 31, 2026 and as described above, the Employment Inducement PSU Award has a per share average stock price target that must be achieved prior to or on December 31, 2025 and a three-year performance period (from January 1, 2023 to December 31, 2025), for the TSR target. 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 2024 to the NEOs. RSUs granted to NEOs on March 8, 2024 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 8, 2024 were determined based on $44.92, the closing price of V2X common stock on March 8, 2024. RSUs granted to Mr. Wensinger on June 25, 2024, 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 June 25, 2024 were determined based on $47.97, the closing price of V2X common stock on June 25, 2024. 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 2024. Mr. Wensinger was granted a sign-on RSU award of 44,299 shares, as well as a sign-on PSU award of 44,299 shares, and the Employment Inducement PSU Award of 20,000 shares, each as described under the "Compensation Discussion and Analysis — Long-Term Incentive Program — Performance Stock Unit Component" above.

  90. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END The following table sets forth summary information regarding the outstanding equity awards held by our NEOs on December 31, 2024.

  91. OUTSTANDING EQUITY AWARDS AT 2024 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) | | Jeremy C. Wensinger | 6/25/2024 | — | — | — | — | 44,299 | 2,118,821 | — | — | | | 6/25/2024 | — | — | — | — | — | — | 44,299(2) | 2,118,821 | | | 6/25/2024 | — | — | — | — | — | — | 20,000(4) | 956,600 | | Charles L. Prow(5) | 3/3/2017 | 21,898 | — | 21.98 | 3/3/2027 | — | — | — | — | | | 3/10/2023 | — | — | — | — | 29,618 | 1,416,629 | — | — | | | 3/10/2023 | — | — | — | — | — | — | 44,428(3) | 2,124,991 | | | 3/10/2023 | — | — | — | — | — | — | — | — | | | 3/8/2024 | — | — | — | — | — | — | 6,660(2) | 318,548 | | Shawn M. Mural | 10/9/2023 | — | — | — | — | 3,043 | 145,547 | — | — | | | 10/9/2023 | — | — | — | — | 4,565 | 218,344 | — | — | | | 10/9/2023 | — | — | — | — | — | — | 6,848(3) | 327,540 | | | 10/9/2023 | — | — | — | — | — | — | 6,840(4) | 327,157 | | | 3/8/2024 | — | — | — | — | 14,915 | 713,384 | | | | | 3/8/2024 | — | — | — | — | — | — | 14,915(2) | 713,384 | | Kenneth W. Shreves | 3/10/2022 | — | — | — | — | 1,501 | 71,793 | — | | | | 3/10/2023 | — | — | — | — | 4,654 | 222,600 | — | — | | | 3/10/2023 | — | — | — | — | — | — | 6,981(3) | 333,901 | | | 3/10/2023 | — | — | — | — | — | — | 6,670(4) | 319,026 | | | 3/8/2024 | — | — | — | — | 9,617 | 459,981 | — | — | | | 3/8/2024 | — | — | — | — | — | — | 9,617(2) | 459,981 | | Michael J. Smith | 3/10/2022 | — | — | — | — | 1.039 | 49,695 | — | — | | | 3/10/2023 | — | — | — | — | 2,750 | 131,533 | — | — | | | 3/10/2023 | — | — | — | — | — | — | 4,125(3) | 197,299 | | | 3/10/2023 | — | — | — | — | — | — | 3,645(4) | 174,340 | | | 3/8/2024 | — | — | — | — | 5,232 | 250,247 | — | — | | | 3/8/2024 | — | — | — | — | — | — | 5,232(2) | 250,247 | | Josephine F. Bjornson(6) | 6/8/2023 | — | — | — | — | 2,890 | 138,229 | — | — | | | 6/8/2023 | — | — | — | — | — | — | 4,335(3) | 207,343 | | | 6/8/2023 | — | — | — | — | — | — | 6,840(4) | 327,157 | | | 3/8/2024 | — | — | — | — | 5,209 | 249,146 | — | — | | | 3/8/2024 | — | — | — | — | — | — | 5,209(2) | 249,146 | | Kevin T. Boyle(6) | 3/10/2022 | — | — | — | — | 923 | 44,147 | — | — | | | 3/10/2023 | — | — | — | — | 881 | 42,138 | — | | | | 3/10/2023 | — | — | — | — | — | — | 3,500(3) | 167,405 | | | 3/8/2024 | — | — | — | — | 827 | 39,555 | — | — | | | 3/8/2024 | — | — | — | — | — | — | 1,299(2) | 62,131 |

  92. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END

    (1) Reflects the Company’s closing stock price of $47.83 per share on December 31, 2024. The PSU awards granted in 2024 have a three-year performance period from the start of the 2024 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. The “2023–2025 PSU Group 1 Awards” are PSUs that were granted in 2023 that vest based on achievement of specific approved performance measures as further described under “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 — PSUs” below. (4) The Employment Inducement PSU Award as further described under “Compensation Discussion and Analysis-Long-Term Incentive Program-Performance Stock Unit Component” above and the “2023–2025 PSU Group 2 Awards” as further described under “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 — PSUs” below, each vest based on achievement of specific approved performance measures. (5) Mr. Prow’s RSU award dated March 10, 2022 was vested as of his termination date (June 16, 2024) and was settled on January 2, 2025. RSU awards dated March 10, 2023 will be eligible to vest per the original vesting scheduled provided at time of grant. Mr. Prow’s 2023–2025 PSU Group 1 Awards dated March 10, 2023 and March 8, 2024 will vest as of the end of the performance period in accordance with the terms of the applicable PSU award agreement. The RSU award granted on March 8, 2024 and 2023–2025 PSU Group 2 Award granted on March 10, 2023 were forfeited at the time of termination. (6) Mr. Boyle and Ms. Bjornson’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 2024. No V2X options were exercised by NEOs in 2024.

  94. OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Jeremy C. Wensinger(2) | — | — | | Charles L. Prow(3) | 32,360 | 1,404,534 | | Shawn M. Mural(4) | 3,805 | 230,262 | | Kenneth W. Shreves(3) | 4,543 | 197,904 | | Michael J. Smith(3) | 2,986 | 129,502 | | Josephine F. Bjornson(5) | 1,445 | 67,157 | | Kevin T. Boyle(3) | 4,892 | 212,210 |

  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. (2) Mr. Wensinger realized no value from the vesting of his RSUs and PSUs as he joined the Company as of June 17, 2024. (3) The value realized for Messrs. Prow, Shreves, Smith and Boyle based on $38.81 per share on the vesting date of March 4, 2024, and $44.45 per share on the vesting date of March 10, 2024. (4) The value realized for Mr. Mural based on $60.52 per share on the vesting date of October 9, 2024. The value realized for Ms. Bjornson based on $46.48 per share on the vesting date of June 7, 2024.

  96. PENSION BENEFITS

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

  97. NON-QUALIFIED DEFERRED COMPENSATION FOR 2024

    NON-QUALIFIED DEFERRED COMPENSATION FOR 2024

  98. NON-QUALIFIED DEFERRED COMPENSATION PLAN

    NON-QUALIFIED DEFERRED COMPENSATION PLAN The V2X, Inc. 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 may defer up to 70% of their salary and up to 70% of their incentive plan compensation. Employee deferrals and associated earnings are 100% vested at all times. Employees may direct the investment of their plan accounts for purposes of determining the notional earnings that are credited to their account. Employees may designate an in-service distribution date for 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 to the extent required by the Code. Distributions may also be made upon change in control or unforeseeable emergency, as defined in the plan to the extent elected by the employee.

  99. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table shows the activity within the Non-Qualified Deferred Compensation Plan for the NEOs for 2024.

  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) | | Jeremy C. Wensinger | — | — | — | — | — | | Charles L. Prow | 26,062 | — | 31,389 | — | 276,439 | | Shawn M. Mural | — | — | — | — | — | | Kenneth W. Shreves | — | — | — | — | — | | Michael J. Smith | — | — | — | — | — | | Josephine F. Bjornson | — | — | — | — | — | | Kevin T. Boyle | 20,219 | — | 13,707 | — | 86,887 |

  101. Non-Qualified Deferred Compensation

    The amounts in this column are also included in the Summary Compensation Table in the Salary column. V2X does not offer a Company match to the Non-Qualified Deferred Compensation Plan. (3) The following aggregate balance from the table was reported in previous summary compensation table for Mr. Prow ($197,212).

  102. TERMINATION OR CHANGE IN CONTROL

    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, 2024, as required by SEC rules. Values attributed to accelerated vesting of equity-based awards are based on V2X’s closing stock price on December 31, 2024, which was $47.83.

  103. 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 2024 (See the “Separation Agreements” section above for information regarding what was provided pursuant to the Prow and Boyle Separation Agreements).

  104. POTENTIAL POST-EMPLOYMENT COMPENSATION

    | Executive | Resignation (a)($) | Termination for Cause (b)($) | Death (c)($) | Disability (d)($) | Termination Not For Cause (e)($) | Change in Control and Termination Not For Cause or With Good Reason (f)($) | | Jeremy C. Wensinger | | | | | | | | Severance(1) | — | — | — | — | 3,399,343 | 5,649,343 | | Employment Inducement PSU Award(3) | — | — | 956,600 | 956,600 | — | 956,600 | | 2024–2026 PSU | — | — | 2,118,821 | 2,118,821 | 706,258 | 2,118,821 | | Unvested RSUs(4) | — | — | 2,118,821 | 2,118,821 | 353,129 | 2,118,821 | | Total | — | — | 5,194,242 | 5,194,242 | 4,458,730 | 10,843,585 | | Shawn M. Mural | | | | | | | | Severance(1) | — | — | — | — | 720,999 | 2,551,992 | | 2023–2025 PSU Group 1 Award(2) | — | — | 327,540 | 327,540 | 218,344 | 327,540 | | 2023–2025 PSU Group 2 Award(3) | — | — | 218,105 | 218,105 | — | 218,105 | | 2024–2026 PSU | — | — | 713,384 | 713,384 | 237,811 | 713,384 | | Unvested RSUs(4) | — | — | 1,259,268 | 1,259,268 | 208,634 | 1,259,268 | | Total | — | — | 2,518,297 | 2,518,297 | 1,385,788 | 5,070,289 | | Kenneth W. Shreves | | | | | | | | Severance(1) | — | — | — | — | 773,635 | 2,077,861 | | 2023–2025 PSU Group 1 Award(2) | 333,901 | — | 333,901 | 333,901 | 333,901 | 333,901 | | 2023–2025 PSU Group 2 Award(3) | — | — | 212,684 | 212,684 | — | 212,684 | | 2024–2026 PSU | 153,343 | — | 459,981 | 459,981 | 153,343 | 459,981 | | Unvested RSUs(4) | 664,263 | — | 1,009,261 | 1,009,261 | 664,263 | 1,009,261 | | Total | 1,151,507 | — | 2,015,827 | 2,015,827 | 1,925,142 | 4,093,688 | | Michael J. Smith | | | | | | | | Severance(1) | — | — | — | — | 632,706 | 1,032,456 | | 2023–2025 PSU Group 1 Award(2) | — | — | 197,299 | 197,299 | 131,533 | 197,299 | | 2023–2025 PSU Group 2 Award(3) | — | — | 116,227 | 116,227 | — | 116,227 | | 2024–2026 PSU | — | — | 250,247 | 250,247 | 83,416 | 250,247 | | Unvested RSUs(4) | — | — | 596,631 | 596,631 | 243,790 | 596,631 | | Total | — | — | 1,160,404 | 1,160,404 | 1,091,445 | 2,192,860 |

  105. POTENTIAL POST-EMPLOYMENT COMPENSATION

    | Executive | Resignation (a)($) | Termination for Cause (b)($) | Death (c)($) | Disability (d)($) | Termination Not For Cause (e)($) | Change in Control and Termination Not For Cause or With Good Reason (f)($) | | Josephine F. Bjornson | | | | | | | | Severance(1) | — | — | — | — | 429,680 | 1,367,111 | | 2023–2025 PSU Group 1 Award(2) | — | — | 207,343 | 207,343 | 138,803 | 207,343 | | 2023–2025 PSU Group 2 Award(3) | — | — | 218,105 | 218,105 | — | 218,105 | | 2024–2026 PSU | | | 249,146 | 249,146 | 83,750 | 249,146 | | Unvested RSUs(4) | — | — | 456,490 | 456,490 | 96,808 | 456,490 | | Total | — | — | 1,131,084 | 1,131,084 | 749,041 | 2,498,195 |

  106. 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:

  107. POTENTIAL POST-EMPLOYMENT COMPENSATION

    | Termination Not for Cause (e) | | | | | | | Executive | Cash Severance and Target Annual Incentive Opportunity ($) | Number of Months Eligible | Continued Benefits ($) | Months Eligible For COBRA- Continued Benefits | Total Termination Not for Cause | | Jeremy C. Wensinger | 3,375,000 | 18 | 24,343 | 18 | 3,399,343 | | Shawn M. Mural | 700,000 | 12 | 20,999 | 12 | 720,999 | | Kenneth W. Shreves | 766,667 | 16 | 6,968 | 16 | 773,635 | | Michael J. Smith | 615,000 | 18 | 17,706 | 18 | 632,706 | | Josephine F. Bjornson | 425,000 | 12 | 4,680 | 12 | 429,680 |

  108. POTENTIAL POST-EMPLOYMENT COMPENSATION

    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:

  109. POTENTIAL POST-EMPLOYMENT COMPENSATION

    | Change In Control and Termination Not for Cause or With Good Reason (f) | | | | | | | Executive | Cash Severance and Target Annual Incentive Opportunity ($) | Multiple At | Continued Benefits ($) | Months Eligible For COBRA- Continued Benefits | Total Termination Not for Cause | | Jeremy C. Wensinger | 5,625,000 | 2.5 | 24,343 | 18 | 5,649,343 | | Shawn M. Mural | 2,520,000 | 2.0 | 31,992 | 18 | 2,551,992 | | Kenneth W. Shreves | 2,070,000 | 2.0 | 7,861 | 18 | 2,077,861 | | Michael J. Smith | 1,014,750 | 1.5 | 17,706 | 18 | 1,032,456 | | Josephine F. Bjornson | 1,360,000 | 2.0 | 7,111 | 18 | 1,367,111 |

  110. POTENTIAL POST-EMPLOYMENT COMPENSATION

    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 $47.83 per share, the closing price of V2X common stock on December 31, 2024, with the amount in column (e) prorated to reflect the two-thirds of the performance period that would have been completed on December 31, 2024. Amounts shown in columns (c), (d), (e) and (f) for the 2024–2026 PSU award reflect the target amount of shares valued at $47.83 per share, the closing price of the V2X common stock on December 31, 2024, with the amount in column (e) prorated to reflect one third of the performance period that would have been completed on December 21, 2024. Mr. Shreves was eligible for retirement treatment (age 60 with 5 years of service) for purposes of his outstanding 2023–2025 PSU Group 1 Award. Amounts shown in columns (c), (d) and (f) for the 2023–2025 PSU Group 2 Awards and the Employment Inducement PSU Award reflect the two-thirds of the performance period that would have been completed on December 31, 2024. (4) Amounts shown in columns (c), (d) and (f) reflect the market value of unvested RSUs based on a $47.83 per share value, the closing price of V2X common stock on December 31, 2024. 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, 2024. Mr. Shreves was eligible for retirement treatment (age 60 with 5 years of service) for purposes of his outstanding RSUs granted prior to 2024. Upon Ms. Bjornson’s separation on January 3, 2025, she received severance in the amount of $425,000, which consists of twelve (12) months of her current annual base salary paid in installments. The 2024 annual incentive bonus based on her target percentage and the Company’s performance will be paid in March 2025. In addition, Ms. Bjornson’s PSUs and RSUs will be prorated and vested according to the terms and conditions of the award agreements.

  111. 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 “2024 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:

  112. CEO PAY RATIO

    | Median Employee Total Annual Compensation: | $62,008 | | CEO Total Annual Compensation: | $17,277,826 | | Ratio of CEO Pay to Median Employee Compensation: | 279.2 to 1.0 |

  113. CEO PAY RATIO

    In determining the median employee, the Company prepared a listing of all employees as of October 31, 2024. 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, 2023, through October 31, 2024. 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. As of December 31, 2024, the Company employed approximately 16,100 employees, excluding the CEO and subcontractors. The 2024 Ratio of CEO Pay to Median Employee Compensation was significantly influenced by the severance payout to our former CEO, Charles W. Prow.

  114. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  115. Pay Versus Performance Table

    Pay Versus Performance Table

  116. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for CEO | Summary Compensation Table Total for Former CEO | Compensation Actually Paid for CEO | Compensation Actually Paid for former CEO | Average Summary Compensation Table Total for non-CEO NEOs | Average Compensation Actually Paid to non-CEO NEOs | Value of initial fixed $100 Investment based on: | | GAAP Net (Loss) Income ($) | Adjusted EBITDA ($) | | | | | | | | | Total Shareholder Return | Peer Total Shareholder Return | | | | (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | (10) | (11) | | 2024 | $5,862,563 | $11,415,263 | $5,474,674 | $5,323,779 | $1,736,024 | $1,401,495 | $93.31 | $159.71 | $34,684,000 | $310,211,000 | | 2023 | — | $7,555,625 | — | $7,471,120 | $2,174,613 | $2,015,800 | $90.60 | $129.25 | $(22,573,000) | $293,857,000 | | 2022 | — | $4,619,679 | — | $4,505,434 | $6,866,764 | $8,171,106 | $80.55 | $104.16 | $(14,330,000) | $204,994,000 | | 2021 | — | $4,083,541 | — | $3,185,883 | $1,049,196 | $854,711 | $89.29 | $109.35 | $45,728,000 | $83,089,000 | | 2020 | — | $3,441,257 | — | $3,301,633 | $1,011,132 | $993,030 | $97.00 | $106.45 | $36,951,000 | $56,313,000 |

  117. Pay Versus Performance Table

    (1) Year-ended December 31. (2) Amounts in this column reflect the total compensation as reported in Summary Compensation Table (“SCT”) for Jeremy C. Wensinger. (3) Amounts in this column reflect the total compensation as reported in the SCT for Charles L. Prow, (Former) President and CEO. (4) Amounts in this column reflect the SCT total for Jeremy C. Wensinger, President and CEO 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. For a reconciliation, see the table below. (5) Amounts in this column reflect the SCT total for Charles L. Prow, (Former) President and CEO minus the value of Stock Awards and Option Awards granted in the year (as reported in the SCT) and the fair value, as of December 31, 2023, of equity awards that failed to meet vesting conditions in 2024 (i.e., were forfeited), plus the fair value of unvested 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. (6) Amounts in this column reflect the average total compensation as reported in the SCT for the following non-CEO NEOs: • for fiscal year 2024, Shawn M. Mural, SVP, Chief Financial Officer, Kenneth W. Shreves, SVP, Global Mission Solutions, Kevin Boyle, (Former) SVP, Chief Legal Officer & General Counsel, Michael J. Smith, VP, Corporate Development, Investment Relations & Treasury, and Josephine Bjornson, (Former) SVP, Chief Human Resource Officer; • for fiscal year 2023, Shawn M. Mural, SVP and Chief Financial Officer, Susan D. Lynch, (Former) SVP and Chief Financial Officer, Susan L. Deagle, (Former) SVP and Chief Growth and Client Service Officer, Kenneth W. Shreves, SVP, Global Mission Solutions and William W. Beard, (Former) 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, (Former) SVP, Growth and Enterprise Operations, David A. Hathaway, (Former) SVP, Vectrus Programs, Kevin T. Boyle, (Former) 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, (Former) SVP, Growth and Enterprise Operations, David A. Hathaway, (Former)SVP, Vectrus Programs, and Kevin T. Boyle,(Former) 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. Amounts in this column reflect the average SCT total for all Non-CEO NEOs (as disclosed in footnote 6 above) minus the value of stock awards and option awards granted in the year (as reported in the SCT) and the fair value, as of December 31, 2023, of equity awards that failed to meet vesting conditions in 2024 (i.e., were forfeited), plus the fair value of equity awards at year-end for awards granted in the year, the change in fair value of unvested 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. (8) As of year-ended December 31, assuming an initial investment of $100 on December 31, 2019. (9) Reflects S&P Aerospace and Defense Select Industry Index. (10) Year-ended December 31. (11) 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.