DEF 14A of V2X, Inc., Mar 19, 2026

DEF 14A of V2X, Inc.

Filed Mar 19, 2026 · FY20250001104659-26-031740

Open on EDGAR

  1. 2026 ANNUAL MEETING OF SHAREHOLDERS INFORMATION

    | 2025 ANNUAL DIRECTOR COMPENSATION AND OWNERSHIP GUIDELINES | | | Annual Cash Retainer | $105,000 | | Annual Restricted Stock Retainer | $165,000 | | Audit Committee Chair – Incremental Compensation | $25,000 Cash Retainer | | Compensation and Human Capital Committee Chair – Incremental Compensation | $20,000 Cash Retainer | | Nominating and Governance Committee Chair – Incremental Compensation | $15,000 Cash Retainer | | Non-Executive Chairman – Incremental Compensation | $62,500 Cash Retainer and $62,500 in Restricted Stock Units | | 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 Election of Three Class III Director Nominees for Terms 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 Corporate Governance Principles provide that nominees to the Board must be 75 years old or younger at the time of the shareholder meeting at which the individual would be nominated to serve. Mr. Stephen L. Waechter, currently a Class III Director, will be 76 years old on the date of the 2026 Annual Meeting and will serve until the 2026 Annual Meeting but has not been renominated to remain on the Board. Following the 2026 Annual Meeting, our Board will be composed of nine (9) members. 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 III Directors expires at the 2026 Annual Meeting. The full Board of Directors has considered and nominated three Class III Director nominees, Melvin F. Parker, Ross S. Niebergall, and Jeremy C. Wensinger, for election as Directors at the 2026 Annual Meeting, to serve for three-year terms ending at the 2029 annual meeting of shareholders. The terms of the Class I and Class II Directors will expire at the 2027 and 2028 annual meeting of shareholders, respectively.

  4. ELECTION OF DIRECTORS

    | | | | | | | | COMMITTEE | | | | OTHER PUBLIC | | | | | | DIRECTOR | | | | MEMBERSHIP | | | | COMPANY | | | | NAME & PRIMARY OCCUPATION | | SINCE | | INDEPENDENT | | AC | CHCC | NGC | | BOARDS | | | CLASS III — DIRECTORS WHO ARE UP FOR RE-ELECTION | | | | | | | | | | | | | | | ROSS S. NIEBERGALL Former Vice President and Chief Technology Officer, L3Harris Technologies, Inc. | | 2026 | |  | | | |  | | QuantumScape Corporation (NASDAQ:QS) | | | | MELVIN F. PARKER President & CEO, Take The Limits Off, LLC | | 2014 | |  | |  | |  | | | | | | JEREMY C. WENSINGER Chief Executive Officer, V2X, Inc.(“CEO”) | | 2024 | | | | | | | | | | | CLASS I — DIRECTORS WHOSE TERMS EXPIRE IN 2027 | | | | | | | | | | | | | | | | DAVID E. FARNSWORTH CFO, Mercury Systems, Inc. | | 2025 | |  |  | | |  | | | | | | PHILLIP C. WIDMAN Former CFO, Terex Corporation | | 2014 | |  |  |  | | | | Sturm, Ruger & Co., Inc. (NYSE: RGR) | | | | NICOLE B. THEOPHILUS Chief Administrative Officer of Wabtec Corporation | | 2026 | |  | |  | | | | |

  5. ELECTION OF DIRECTORS

    | CLASS II— DIRECTORS WHOSE TERMS EXPIRE IN 2028 | | | | | | | | | GERARD A. FASANO Former Chief Growth Officer of Leidos Holdings | 2026 |  |  | | | | | MARY L. HOWELL Former Executive Vice President, Textron Inc. | 2014 |  | | | Astec Industries, Inc. (NASDAQ: ASTE) | | | ERIC M. PILLMORE General Partner, Amore Limited Partnership | 2014 |  |  |  | |

  6. ELECTION OF DIRECTORS

     Chair  Member AC = Audit Committee CHCC = Compensation & Human Capital Committee NGC = Nominating & Governance Committee

  7. ELECTION OF DIRECTORS

    | INDEPENDENCE | AGE | TENURE | | | | | | 89% | 64.3 | ~5.7 | | Independent | Years (average) | Years (average) |

  8. ELECTION OF DIRECTORS

    Represents information for Directors who will continue to serve following the 2026 Annual Meeting. 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 2026 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. 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, provided 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. Following the closing of the secondary offering on November 13, 2025 (the “November 2025 Offering”), the Vertex Holdco Parties owned 5,841,866 shares, or approximately 18.7%, of the Company’s outstanding common stock for purposes of the Shareholders Agreement. As a result, the Shareholders Agreement automatically terminated and the Vertex Holdco Parties no longer have the rights thereunder, including the right to designate any nominee for election to the Board. For additional information, see “Information About The Board of Directors and Other Matters — Structure of the Board of Directors,” below.

  9. Board Skills and Experience

    Board Skills and Experience The figure below illustrates the key experience, qualifications, and skills of our Director nominees and those Directors who will continue to serve following the 2026 Annual Meeting, based on an analysis performed by an independent third-party firm and 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.

  10. Board Skills and Experience

    | | | | | CEO/COO/PRESIDENT EXPERIENCE | AEROSPACE AND DEFENSE INDUSTRY EXPERIENCE, GOVERNMENT OR MILITARY | PUBLIC COMPANY EXPERIENCE | | | | | | FINANCE EXPERTISE/LITERACY | CHIEF TECHNOLOGY OFFICER/CHIEF INFORMATION OFFICER | CHIEF HUMAN RESOURCES OFFICER EXPERIENCE |

  11. Board Skills and Experience

    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 Nominating and Governance Committee also desires that the Board of Directors encompasses members with diverse backgrounds, perspectives, and experiences. In 2025, the Board retained an independent third party to conduct a skills assessment review of the Board to identify desired skills as part of the Board’s succession planning. 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 III nominees is currently serving as a Director and has agreed to continue to serve if elected until the earlier of his retirement, resignation or death. If unforeseen circumstances arise before the 2026 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.

  12. 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.

  13. Biographies of Director Nominees

    | ROSS S. NIEBERGALL | DIRECTOR SINCE 2026 | | DIRECTOR INDEPENDENT AGE: 62 COMMITTEES: ● Nominating and Governance Committee, member | CAREER HIGHLIGHTS Dr. Niebergall has served as Founder and Principal Consultant of Niebergall LLC since 2025. Dr. Niebergall served as President of the Aerojet Rocketdyne segment for L3Harris Technologies, Inc. (“L3Harris”) (NYSE: LHX), an aerospace and defense technology company, from July 2023 to February 2025. Previously, Dr. Niebergall served as Vice President and Chief Technology Officer of L3Harris from July 2019 to February 2023. He joined Harris Corporation, a major U.S. defense and communications technology company, in 2017, to serve as its Vice President and Chief Technology Officer until the company’s merger with L3 Technologies in 2019. | | | OTHER AFFILIATIONS AND AWARDS ● Dr. Niebergall has served as a director of QuantumScape Corporation (NASDAQ: QS) since March 2026. ● He previously served as a Vice President of Engineering and Technology of the Intelligence, Information and Services unit of Raytheon Technologies Corporation, an aerospace and defense company. | | | EDUCATION Dr. Niebergall graduated from the University of Regina in Canada where he received a Bachelor’s degree in mathematics, and from the University of Notre Dame with Master’s and Doctorate degrees in mathematics. | | | QUALIFICATIONS Dr. Niebergall has extensive experience in technology, innovation and integration as a senior executive for various public companies in the aerospace and defense industry. |

  14. Biographies of Director Nominees

    | MELVIN F. PARKER | DIRECTOR SINCE 2014 | | DIRECTOR INDEPENDENT AGE: 58 COMMITTEES: ● Nominating and Governance Committee, Chair ● Audit Committee | CAREER HIGHLIGHTS 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. | | | OTHER AFFILIATIONS AND AWARDS ● 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 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. | | | EDUCATION Mr. Parker graduated from the United States Military Academy at West Point where he received a Bachelor’s degree in Computer Science. | | | 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. |

  15. Biographies of Director Nominees

    | JEREMY C. WENSINGER | DIRECTOR SINCE 2024 | | DIRECTOR NON-INDEPENDENT AGE: 62 COMMITTEES: ● None. | CAREER HIGHLIGHTS Mr. Wensinger has served as President, CEO and director of the Company since June 2024. Prior to joining the Company, Mr. Wensinger served as Chief Operating Officer of Peraton, Inc. from 2017 to 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. | | | EDUCATION Mr. Wensinger graduated from Bowling Green State University where he received a Bachelor’s degree and from University of South Florida with a Masters of Business Administration. He completed The General Managers Program at the Harvard Business School. | | | QUALIFICATIONS Mr. Wensinger has extensive leadership and business management experience in the aerospace and defense industry. |

  16. Biographies of Director Nominees

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

  17. BIOGRAPHIES OF CONTINUING DIRECTORS

    BIOGRAPHIES OF CONTINUING DIRECTORS

  18. CLASS I — DIRECTORS WHOSE TERMS EXPIRE IN 2027

    CLASS I — DIRECTORS WHOSE TERMS EXPIRE IN 2027

  19. CLASS I — DIRECTORS WHOSE TERMS EXPIRE IN 2027

    | DAVID E. FARNSWORTH | DIRECTOR SINCE 2025 | | DIRECTOR INDEPENDENT AGE: 65 COMMITTEES: ● Audit Committee, Member; ● Nominating and Corporate Governance Committee, Member | CAREER HIGHLIGHTS Mr. Farnsworth has served as the Chief Financial Officer of Mercury Systems, Inc., an aerospace and defense company, since 2023. He previously served as Chief Financial Officer of HawkEye 360, a radio frequency data analytics company from 2020 to 2023. Prior to that, Mr. Farnsworth held several roles within Raytheon Company, an aerospace and defense company, including Vice President and Chief Financial Officer of its Integrated Defense Systems business from 2018 to 2020; Chief Financial Officer of its Intelligence, Information and Services segment from 2015 to 2018; and Chief Financial Officer of its Technical Services business from 2008 to 2013. | | | OTHER AFFILIATIONS AND AWARDS ● Mr. Farnsworth currently serves on the board of USA Diving, the national governing body for the sport of diving. ● Mr. Farnsworth formerly served on the board of Merrimack Valley Credit Union, a state-chartered community credit union. | | | EDUCATION Mr. Farnsworth graduated from the Wharton School at the University of Pennsylvania where he received Bachelor’s degree and from Boston University with a Masters of Business Administration. | | | QUALIFICATIONS Mr. Farnsworth has extensive experience in finance and management and has experience serving as a chief financial officer of a public company. |

  20. CLASS I — DIRECTORS WHOSE TERMS EXPIRE IN 2027

    | NICOLE B. THEOPHILUS | DIRECTOR SINCE 2026 | | DIRECTOR INDEPENDENT AGE: 55 COMMITTEES: ● Compensation and Human Capital Committee, Member | CAREER HIGHLIGHTS Ms. Theophilus has served as Executive Vice President and Chief Administrative Officer of Wabtec Corporation (“Wabtec”) (NYSE: WAB), a global provider of equipment, systems, digital solutions and value-added services, since July 2024. She previously served as Wabtec’s Executive Vice President and Chief Human Resources Officer from August 2020 to March 2024. She was also the Executive Vice President and Chief Human Resources Officer for West Corporation from April 2016 to February 2018. | | | OTHER AFFILIATIONS AND AWARDS ● Ms. Theophilus serves as a director of the Wabtec Foundation, the philanthropic impact arm of Wabtec. ● She also serves as a Chair of the Board and member of Budget and Compensation Committee of Midwest Housing Equity Inc. ● She is a member of the board of Pittsburgh Symphony Orchestra and of Leadership Pittsburgh. | | | EDUCATION Ms. Theophilus graduated from Drake University where she received a Bachelor’s and Master of Business Administration degrees and from University of Nebraska College of Law with a Juris Doctor. | | | QUALIFICATIONS Ms. Theophilus has extensive experience in leading the Human Resources function, including overseeing global acquisitions, organizational redesigns and cultural transformations, and in serving as a senior executive for a number of public companies. |

  21. CLASS I — DIRECTORS WHOSE TERMS EXPIRE IN 2027

    | PHILLIP C. WIDMAN | DIRECTOR SINCE 2014 | | DIRECTOR INDEPENDENT AGE: 71 COMMITTEES: ● Audit Committee, Chair ● Compensation and Human Capital Committee, Member | CAREER HIGHLIGHTS 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. | | | OTHER AFFILIATIONS AND AWARDS ● Mr. Widman has served since January 2010 as a director of Sturm, Ruger & Co., Inc. (NYSE: RGR), where he is the lead vice chairman and a member of the audit and compensation committees. ● He served as a director of ENVIRI Corporation (NYSE: NVRI) from 2014 to 2025. | | | EDUCATION Mr. Widman graduated from University of Michigan where he received a Bachelor of Business Administration degree and from Eastern Michigan University with a Masters of Business Administration. | | | 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. |

  22. CLASS II — DIRECTORS WHOSE TERMS EXPIRE IN 2028

    CLASS II — DIRECTORS WHOSE TERMS EXPIRE IN 2028

  23. CLASS II — DIRECTORS WHOSE TERMS EXPIRE IN 2028

    | GERARD A. FASANO | DIRECTOR SINCE 2026 | | DIRECTOR INDEPENDENT AGE: 61 COMMITTEES: ● Audit Committee, member | CAREER HIGHLIGHTS Mr. Fasano has served as a consultant with Veritas Capital Fund Management, LLC since 2025. Mr. Fasano served as Executive Vice President, Chief Growth Officer of Leidos Holdings, Inc. (NYSE: LDOS), a technology, engineering, and consulting company, from January 2024 to April 2025. Previously, he served as President for Leidos’ Defense Group from October 2018 to January 2024. Mr. Fasano also served as Chief of Business Development and Strategy Officer of Leidos from 2016 to 2018. | | | OTHER AFFILIATIONS AND AWARDS ● Mr. Fasano has served as a member of the board of trustees of Hampton University since 2025. ● He has also served as a member of the advisory board of Villanova University, College of Engineering, since 2016. | | | EDUCATION Mr. Fasano graduated from Villanova University where he received a Bachelor’s degree and a Master’s degree in electrical engineering. | | | QUALIFICATIONS Mr. Fasano has extensive experience in mergers and acquisitions, running large operations, and in business development and transformation as a senior executive for a number of public companies. |

  24. CLASS II — DIRECTORS WHOSE TERMS EXPIRE IN 2028

    | MARY L. HOWELL | DIRECTOR SINCE 2014 | | NON-EXECUTIVE CHAIRMAN OF THE BOARD OF DIRECTORS INDEPENDENT AGE: 73 COMMITTEES: ● None | CAREER HIGHLIGHTS 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, and on its Management Committee responsible for running the overall business. | | | OTHER AFFILIATIONS AND AWARDS ● 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. | | | EDUCATION Ms. Howell graduated from the University of Massachusetts at Amherst where she received a Bachelor of Science degree. | | | 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. |

  25. CLASS II — DIRECTORS WHOSE TERMS EXPIRE IN 2028

    | ERIC M. PILLMORE | DIRECTOR SINCE 2014 | | DIRECTOR INDEPENDENT AGE: 72 COMMITTEES: ● Compensation and Human Capital Committee, Chair ● Audit Committee, Member | CAREER HIGHLIGHTS 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. | | | OTHER AFFILIATIONS AND AWARDS ● Mr. Pillmore spent four years as a naval officer. ● He currently serves as a member of the board of the Colson Center and Faith Aid. | | | EDUCATION Mr. Pillmore 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. | | | 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. |

  26. INFORMATION ABOUT THE BOARD OF DIRECTORS AND OTHER MATTERS

    INFORMATION ABOUT THE BOARD OF DIRECTORS AND OTHER MATTERS

  27. 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 who were elected as Vertex Holdco designees, did not receive Director compensation. The total annual compensation for each of the Independent Directors on our Board and its Committees is $270,000, comprised of $105,000 in cash and $165,000 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 business day prior to the next annual meeting of shareholders. Additional incremental pay for the full-year tenure includes a cash retainer for the Audit Committee Chair in the amount of $25,000, a cash retainer of $20,000 for the Compensation Committee Chair and a cash retainer of $15,000 for the Nominating and Governance Committee Chair. The Non-Executive Chairman of the Board receives an additional $125,000, comprised of $62,500 in cash and $62,500 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 Independent 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, 2025.

  28. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE

  29. DIRECTOR COMPENSATION TABLE

    | | Fees Earned or | | | | | Paid in Cash | Stock Awards | Total | | Name | ($)(1) | ($)(2) | ($) | | Mary L. Howell(3) | 139,037 | 227,500 | 366,537 | | Dino M. Cusumano(4)(9) | N/A | N/A | N/A | | Abbas O. Elegba(4)(9) | N/A | N/A | N/A | | Lee E. Evangelakos(4)(9) | N/A | N/A | N/A | | David E. Farnsworth(10) | 106,767 | 117,040 | 223,807 | | Gerard A. Fasano(10) | N/A | N/A | N/A | | Ross S. Niebergall(10) | N/A | N/A | N/A | | Melvin F. Parker(5) | 100,045 | 165,000 | 265,045 | | Eric M. Pillmore(6) | 102,366 | 165,000 | 267,366 | | Jordan F. Ransom(4)(9) | N/A | N/A | N/A | | Joel M. Rotroff(4)(9) | N/A | N/A | N/A | | Neil D. Snyder(4)(9) | N/A | N/A | N/A | | Nicole B. Theophilus(10) | N/A | N/A | N/A | | Stephen L. Waechter(7) | 81,151 | 165,000 | 246,151 | | Phillip C. Widman(8) | 107,535 | 165,000 | 272,535 |

  30. DIRECTOR COMPENSATION TABLE

    | (1) Consists of the following, paid quarterly, as applicable: director annual cash retainer of $105,000 with an incremental retainer for committee chairs and the annual Non-Executive Chairman retainer. |

  31. DIRECTOR COMPENSATION TABLE

    | (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 all RSU grants other than Mr. Farnsworth’s grant was $50.70 per unit, the closing price of V2X stock on the grant date, which was May 8, 2025 and for Mr. Farnsworth’s grant, the grant date fair value for RSUs was $60.09 per unit, the closing price of V2X stock on the grant date, which was August 14, 2025.The assumptions used in calculating these amounts are incorporated herein by reference to Note 15 to the Consolidated Financial Statements in the Company’s 2025 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. |

  32. DIRECTOR COMPENSATION TABLE

    | (3) Ms. Howell receives an incremental $62,500 cash retainer for her service as the Non-Executive Chairman. |

  33. DIRECTOR COMPENSATION TABLE

    | (4) The Vertex Holdco designees did not receive compensation for their service on the Board pursuant to the Shareholders Agreement. |

  34. DIRECTOR COMPENSATION TABLE

    | (5) Includes an incremental cash retainer for Mr. Parker’s service as the Nominating and Governance Committee Chair. |

  35. DIRECTOR COMPENSATION TABLE

    | (6) Includes an incremental pro rata cash retainer for the portion of the year that Mr. Pillmore served as the Compensation Committee Chair. |

  36. DIRECTOR COMPENSATION TABLE

    | (7) Includes an incremental pro rata cash retainer for the portion of the year that Mr. Waechter served as the Audit Committee Chair. |

  37. DIRECTOR COMPENSATION TABLE

    | (8) Includes an incremental pro rata cash retainer for the portion of the year that Mr. Widman served as the Audit Committee Chair. |

  38. DIRECTOR COMPENSATION TABLE

    | (9) 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 and served until his resignation from the Board effective August 14, 2025. Ms. Evangelakos served until her resignation from the Board effective August 14, 2025. Mr. Snyder served until his resignation from the Board effective October 30, 2025 and Messrs. Cusumano and Rotroff served until their resignations from the Board effective November 13, 2025. |

  39. DIRECTOR COMPENSATION TABLE

    | (10) Mr. Farnsworth was elected and appointed to the Board as a Class I Director effective August 14, 2025. Effective January 7, 2026, Ms. Theophilus, Mr. Fasano and Dr. Niebergall were appointed as Class I, Class II and Class III Directors of the Board, respectively, and did not receive any compensation during 2025. |

  40. PAY FOR PERFORMANCE

    PAY FOR PERFORMANCE We structure our NEOs’ compensation to strongly align pay with performance. For 2025, compensation comprised of base salary, awards under the V2X Annual Incentive Plan (“AIP”), and long-term incentive (“LTI”) awards consisting of Performance Share Units (“PSUs”) and Restricted Stock Units (“RSUs”) Annual Incentive Plan The 2025 AIP incentivized the delivery of critical annual financial milestones. Payouts were contingent upon meeting financial targets for EBITDA, Bookings, and DSO. Based on 2025 performance, the Compensation Committee approved payouts reflecting achievement levels between 0% and 200% of these targets. The 2025 AIP performance goals, targets, results and actual payouts are discussed under “Compensation Program Objectives – Primary Compensation Components” below: Long-Term Incentives To reinforce our pay-for-performance philosophy, LTI represents the largest component of the total compensation opportunity for our executives. In 2025, the LTI award value was granted in 67% PSUs and 33% RSUs for the CEO and CFO and granted in 50% PSUs and 50% RSUs for remaining NEOs, tying a significant portion of executive compensation to Company results over a three-year period. This LTI structure aligns executive compensation with market outperformance and long-term financial growth measured by two key metrics: relative TSR and Adj. EPS, as discussed in more detail under the “Long-Term Incentive Program – Performance Stock Unit Component.,” below. Key Governance Policies and Practices Related to Compensation:

  41. PAY FOR PERFORMANCE

    | WE DO | WE DO NOT | |  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 Compensation Committee oversight of the design and objectives of our executive compensation programs, including an annual risk review of program changes and a comprehensive review of overall executive compensation risk at least every 3 years.  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 a minimum one-year vesting period for all employee equity grants, with RSU awards typically vesting in equal annual installments over three years. |  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.  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. |

  42. BASE SALARY AND TARGET INCENTIVE COMPENSATION

    | | 2025 Base | Target 2025 | Target 2025 | | | Salary | Annual AIP Award | Long-Term | | Name and Principal Position | ($) | (% of Base Salary)(1) | Incentive Award ($) | | Jeremy C. Wensinger President and CEO | 1,030,000 | 130% | 4,635,000 | | Shawn M. Mural SVP, CFO | 730,000 | 85% | 1,470,000 | | L. Roger Mason, Jr. SVP, Chief Growth Officer | 650,000 | 85% | 2,050,000 | | Jeremy J. Nance SVP, Chief Legal Officer and General Counsel | 475,000 | 60% | 525,000 | | Richard L. Caputo, Jr. SVP, Aerospace Systems | 420,000 | 80% | 460,000 | | Kenneth W. Shreves Former SVP, Global Mission Support | 593,000 | 80% | 650,000 |

  43. BASE SALARY AND TARGET INCENTIVE COMPENSATION

    | (1) This column reflects the target AIP award as a percentage of base salary for each NEO for 2025. The approved AIP formula for 2025 was based on performance measures and goals that would pay 100% of target for 100% achievement of the approved goals. The final 2025 AIP payments are discussed in more detail under “2025 AIP Awards Paid in 2026” below. |

  44. V2X COMPETITIVE COMPENSATION

    V2X COMPETITIVE COMPENSATION In evaluating 2025 compensation for our NEOs, the Compensation Committee reviewed market data from a group of publicly traded companies, the “Compensation Peer Group”. The companies in the Compensation Peer Group were selected based on their relevance to V2X’s industry, business model, revenue profile, and market capitalization, ensuring the Committee benchmarks compensation against organizations that compete for similar talent and operate in comparable markets. Within a reasonable range, the peer group includes companies that are larger or smaller than V2X to reflect the full competitive landscape in which we operate. In 2025, the Compensation Committee, with support from its independent Compensation Consultant, conducted a comprehensive review of the Compensation Peer Group. The Compensation Committee approved adjustments it deemed appropriate based on changes in our business and the evolving attributes of companies in the peer group. This disciplined approach helps ensure that our compensation decisions remain grounded in relevant up-to-date market information.

  45. Fiscal 2025 Compensation Peer Group

    Fiscal 2025 Compensation Peer Group

  46. Fiscal 2025 Compensation Peer Group

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

  47. INDEPENDENT COMPENSATION CONSULTANT

    INDEPENDENT COMPENSATION CONSULTANT In 2025, 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 six meetings held by the Compensation Committee during 2025 and provided no other services to V2X during 2025 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, fee structure, 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:

  48. INDEPENDENT COMPENSATION CONSULTANT

    | ● | Provision of other services to V2X by the Compensation Consultant; |

  49. INDEPENDENT COMPENSATION CONSULTANT

    | ● | Business or personal relationships of the Compensation Consultant with members of the Compensation Committee or with executive officers; |

  50. INDEPENDENT COMPENSATION CONSULTANT

    | ● | The Compensation Consultant’s policies and procedures to prevent conflicts of interest; |

  51. INDEPENDENT COMPENSATION CONSULTANT

    | ● | Ownership of V2X common stock by the Compensation Consultant’s engagement leader; and |

  52. INDEPENDENT COMPENSATION CONSULTANT

    | ● | The relative amount of fees received by the Compensation Consultant from V2X. |

  53. INDEPENDENT COMPENSATION CONSULTANT

    The Compensation Committee reviewed the Compensation Consultant’s independence from the Company and the Board of Directors in 2025. During 2025, V2X’s human resources, finance and legal functions supported the work of the Compensation Committee, provided information, answered questions, and responded to any requests from the Compensation Consultant.

  54. OUR COMPENSATION CYCLE

    | ● | Annual performance reviews for the prior year; |

  55. OUR COMPENSATION CYCLE

    | ● | Determination of AIP awards earned for the prior year and establishment of target awards for the current year; and |

  56. OUR COMPENSATION CYCLE

    | ● | Determination of the level of achievement of performance goals for determining the number of PSUs that will vest, and LTI target awards including RSUs and PSUs for the current year. |

  57. PRIMARY COMPENSATION COMPONENTS

    | NEO COMPENSATION | = | BASE SALARY | + | AIP AWARDS | + | LTI AWARDS |

  58. PRIMARY COMPENSATION COMPONENTS

    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. LTI AWARDS — The Compensation Committee is responsible for the administration of LTI awards, which are comprised of RSU and PSU awards.

  59. AIP AWARDS

    AIP AWARDS For 2025, the Compensation Committee focused on financial and operational metrics that reflect the Company’s key performance priorities. AIP payouts were determined based on the following corporate metrics.

  60. AIP AWARDS

    | ● | ADJUSTED EBITDA: Adjusted EBITDA is useful to management and investors in evaluating our operating performance and our ongoing operations. This financial measure is defined as operating income, adjusted to exclude depreciation and amortization of intangible assets, and items that may include, but are not limited to, significant charges or credits, and unusual and infrequent non-operating items that impact current results but are not related to our ongoing operations, such as M&A, integration and related costs. |

  61. AIP AWARDS

    | ● | BOOKINGS: Winning new business is a focus for our Company, and “Bookings” includes approved values formally booked into V2X’s backlog for new business contract awards including unexercised options, contract modifications, recompetes, contract extensions and add-on work to existing contracts. |

  62. AIP AWARDS

    | ● | DSO: DSO is an important operating efficiency metric that measures the number of days it takes to turn accounts receivable into cash. DSO with Master Accounts Receivable Purchase Agreement (“MARPA”) is defined as reported DSO to include the impact of the sale of certain accounts receivable through the |

  63. AIP AWARDS

    | Company’s MARPA facility and 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. |

  64. AIP AWARDS

    The pie chart below sets forth each of the 2025 AIP metrics and their respective performance percentage. The table below illustrates minimum, target and maximum payments for each category of the performance metric:

  65. AIP AWARDS

    | | Adjusted EBITDA | | | Total Bookings | | | DSO | | | | | Min | Target | Max | Min | Target | Max | Min | Target | Max | | Performance Percentage of Target | 90.0% | 100.0% | 112.0% | 80.0% | 100.0% | 150.0% | 94.0% | 100.0% | 112.0% | | Payout Percentage of Target | 60.0% | 100.0% | 200.0% | 50.0% | 100.0% | 200.0% | 33.3% | 100.0% | 200.0% |

  66. AIP AWARDS

    Note: Awards for performance between minimum and target and target to maximum will be interpolated. Actual payout percentages for each metric could range from zero to 200% of target.

  67. 2025 AIP AWARDS PAID IN 2026

    2025 AIP AWARDS PAID IN 2026 The performance and payout percentages for each component of the AIP award were as follows, resulting in a total payout of 115.2% of target:

  68. 2025 AIP AWARDS PAID IN 2026

    | | Performance Target at | | | Performance | Payout | | | Metric (all $ amounts in millions, | 100.0% Payment and | | 2025 | Percentage | Percentage | Weighted | | except DSO) | Weighting(1) | | Performance | of Target | of Target(1) | Attainment | | Adjusted EBITDA | $317.0 | 65.0% | $323.3 | 102.0% | 116.6% | 75.8% | | Bookings | $4,550.0 | 20.0% | $3,813.8 | 83.8% | 59.5% | 11.9% | | DSO | 63.2 | 15.0% | 56.7 | 110.0% | 183.2% | 27.5% | | Total | | | | | | 115.2% |

  69. 2025 AIP AWARDS PAID IN 2026

    | (1) Attainment of all the 2025 AIP performance goals at target would result in a payout of 100% of target. |

  70. 2025 AIP AWARDS PAID IN 2026

    The following table provides the calculation of the 2025 AIP awards paid to the NEOs with respect to 2025 performance. Please note that the sum of components may differ from actual amounts due to rounding.

  71. 2025 AIP AWARDS PAID IN 2026

    | | | Annual | | | | | | Incentive | Approved | | | | | Target | Total | Actual | | | | as a | Performance | 2025 AIP | | | Base | Percent | Percent | Awards | | | Salary | of Base | Payout | (a)x(b)x | | Name | (a)($) | Salary (b)(1) | (c) | (c)($) | | Jeremy C. Wensinger | 1,030,000 | 130% | 115.2% | 1,542,528 | | Shawn M. Mural | 730,000 | 85% | 115.2% | 714,816 | | L. Roger Mason, Jr. | 650,000 | 85% | 115.2% | 636,480 | | Jeremy J. Nance | 475,000 | 60% | 115.2% | 328,320 | | Richard L. Caputo, Jr. | 420,000 | 80% | 115.2% | 387,072 | | Kenneth W. Shreves(2) | 593,000 | 80% | 115.2% | 318,797 |

  72. 2025 AIP AWARDS PAID IN 2026

    | (1) This column reflects the target percentage of base salary approved for each NEO for their 2025 AIP award. |

  73. 2025 AIP AWARDS PAID IN 2026

    | (2) Mr. Shreves’ bonus is prorated based on the number of full months (7) employed by the Company in 2025. |

  74. LONG-TERM INCENTIVE PROGRAM

    LONG-TERM INCENTIVE PROGRAM

  75. 2025 LONG-TERM INCENTIVE AWARDS

    2025 LONG-TERM INCENTIVE AWARDS Our LTI program is designed to directly link executive compensation to sustainable value creation and shareholder return. For 2025, the LTI award for each NEO consisted of PSUs and RSUs, as noted below. The Compensation Committee established the vesting terms for the PSU and RSU component based on an assessment of competitive market practices and guidance from its independent compensation consultant to ensure alignment with retention objectives. PSU awards for 2025 are earned based on performance against two metrics: relative TSR, compared to the 2025 Compensation Peer Group, and Adj. EPS, both over a three-year performance period. The Compensation Committee weighted these 2025 LTI awards as follows:

  76. 2025 LONG-TERM INCENTIVE AWARDS

    | CEO and CFO | All other NEOs | | | |

  77. 2025 LONG-TERM INCENTIVE AWARDS

    The 2025 LTI awards, comprising of RSUs and PSUs, for all NEO’s, were granted on March 12, 2025. The closing price of our common stock as of the grant date was used to determine the number of RSUs and PSUs granted. The number of units granted on March 12, 2025, was determined using a share price of $48.48, the closing price of V2X common stock on the grant date. The following table sets forth the value of LTI award amounts for the NEOs granted during 2025, as determined by the Compensation Committee:

  78. 2025 LONG-TERM INCENTIVE AWARDS

    | | RSU Awards | | PSU Awards | | | | | # | | # | | Name | Value | of Units | Value | of Units | | Jeremy C. Wensinger(1) | 1,529,544 | 31,550 | 3,105,435 | 64,056 | | Shawn M. Mural | 485,091 | 10,006 | 984,920 | 20,316 | | L. Roger Mason, Jr.(1) | 650,020 | 13,408 | 1,400,005 | 28,878 | | Jeremy J. Nance | 262,519 | 5,415 | 262,519 | 5,415 | | Richard L. Caputo, Jr. | 229,989 | 4,744 | 229,989 | 4,744 | | Kenneth W. Shreves(2) | 325,010 | 6,704 | 325,010 | 6,704 |

  79. 2025 LONG-TERM INCENTIVE AWARDS

    | (1) Mr. Mason also received a sign-on grant of 15,470 PSUs (the “Mason Sign-on PSUs”) that are subject to the same performance conditions as the PSUs granted as part of the annual LTI awards as described below. In aggregate, Mr. Mason was granted 28,878 PSUs in 2025 (13,408 PSUs from his annual grant as well as the 15,470 Mason Sign-on PSUs). |

  80. 2025 LONG-TERM INCENTIVE AWARDS

    | (2) Please see “Payments Upon Termination or Change in Control – Separation Agreement – Kenneth W. Shreves” below for a discussion regarding the treatment of Mr. Shreves’ LTI awards in connection with his separation. |

  81. RESTRICTED STOCK UNIT COMPONENT

    RESTRICTED STOCK UNIT COMPONENT The Compensation Committee reviewed and approved all RSU grants to NEOs. RSUs provide executives with share ownership of unrestricted shares once vesting requirements are met, reinforcing alignment with long-term shareholder value. The Committee granted RSUs to NEOs based on their role, responsibilities, and expected contributions to the Company’s long-term performance. RSUs granted in 2025 vest in one-third annual installments on the first, second and third anniversaries of the grant date.

  82. PERFORMANCE STOCK UNIT COMPONENT

    PERFORMANCE STOCK UNIT COMPONENT

  83. 2025 PSU Awards

    2025 PSU Awards The PSUs granted to NEOs in 2025 (“2025-2027” PSUs) are performance-based equity awards that vest after a three-year period, subject to both continued service and achievement of defined performance goals. PSU vesting is determined by relative TSR performance against the 2025 Compensation Peer Group, and by achievement against the Adj. EPS target. Fifty percent of each 2025-2027 PSU award is tied to relative TSR performance (the “TSR Portion”), and fifty percent is tied to Adj. EPS performance (the “Adj. EPS Portion”). Vesting outcomes for each metric are determined on a sliding scale, interpolated between performance levels: The following table describes the performance levels of the TSR Portion of the 2025-2027 PSUs.

  84. 2025 PSU Awards

    | TSR Portion | 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% |

  85. 2025 PSU Awards

    The following table describes the performance levels of the Adj. EPS Portion of the 2025-2027 PSUs.

  86. 2025 PSU Awards

    | Adj. EPS Portion | | | | | | | | | | | | | Target | $4.37 | $4.38 | $4.49 | $4.61 | $4.73 | $4.85 | $5.00 | $5.14 | $5.29 | $5.43 | $5.58 | | Target Achievement | 90.0% | 90.1% | 92.6% | 95.1% | 97.6% | 100.0% | 103.0% | 106.0% | 109.0% | 112.0% | 115.0% | | Adjusted EPS Payout Factor | 0.00% | 50.0% | 62.5% | 75.0% | 87.5% | 100.0% | 125.0% | 150.0% | 175.0% | 190.0% | 200.0% |

  87. 2025 PSU Awards

    The table below sets forth the 2025-2027 PSU awards made to the NEOs in 2025.

  88. 2025 PSU Awards

    | | PSU TSR Portion | PSU TSR Portion | PSU Adj. EPS Portion | PSU Adj. EPS Portion | | Name | ($) | (# of Units) | ($) | (# of Units) | | Jeremy C. Wensinger | 1,878,762 | 32,028 | 1,552,717 | 32,028 | | Shawn M. Mural | 595,868 | 10,158 | 492,460 | 10,158 | | L. Roger Mason, Jr. | 846,992 | 14,439 | 700,003 | 14,439 | | Jeremy J. Nance | 158,851 | 2,708 | 131,235 | 2,707 | | Richard L. Caputo, Jr. | 139,142 | 2,372 | 124,597 | 2,372 | | Kenneth W. Shreves | 196,628 | 3,352 | 162,103 | 3,352 |

  89. 2025 PSU Awards

    The vesting factor for the TSR Portion of the 2025-2027 PSU award is calculated for four performance periods (each of the 2025, 2026, and 2027 calendar years, as well as the three-year period beginning on January 1, 2025, and ending on December 31, 2027). The number of 2025-2027 PSUs 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 2025-2027 PSUs. The Adj. EPS Portion of the 2025-2027 PSU award is measured over three one-year performance periods (2025, 2026, and 2027). For each year, an Adj. EPS payout factor is determined. At the end of the three-year period, the three annual payout factors are averaged, and that average is applied to the Adj. EPS Portion of the 2025-2027 PSU award to determine the number of units that vest. On December 1, 2025, the Compensation Committee, in consultation with its Compensation Consultant, approved a refinement to the measurement period used to calculate the stock price at the end of the performance period for all PSUs that contain a relative TSR metric that were outstanding as of December 1, 2025 (i.e., the outstanding PSUs that were granted in 2023, 2024, and 2025). This clarification was to ensure that executive payouts accurately reflect our long-term market performance by neutralizing short-term price volatility potentially caused by significant divestitures of Company common stock by American Industrial Partners. Each NEO agreed to have this measurement modification apply with respect to the NEO’s outstanding PSUs that contain the relative TSR metric. See the discussion below in footnote 7 of the “Outstanding Equity Awards At 2025 Fiscal Year End.”

  90. Vesting of 2023 PSUs and Mr. Wensinger’s Employment Inducement PSUs

    Vesting of 2023 PSUs and Mr. Wensinger’s Employment Inducement PSUs The performance period for the (i) PSUs granted in 2023 that have a three-year performance period and vest based on the achievement of specified TSR performance goals (“2023-2025 Group 1 PSUs”), (ii) PSUs granted in 2023 that have a three-year performance period and vest based on the achievement of specified share price and TSR performance goals (“2023-2025 Group 2 PSUs”), and (iii) PSUs granted to Mr. Wensinger in 2024 that have a performance period ending on December 31, 2025 and vest based on the achievement of specified share price and TSR performance goals (“Employment Inducement PSUs”) ended on December 31, 2025. Based on the performance goals achieved as of December 31, 2025, 20.3% of the 2023-2025 Group 1 PSUs vested, and 30% of each of the 2023-2025 Group 2 PSUs and the Employment Inducement PSUs vested.

  91. 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, and such 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 does not provide overlapping payments and benefits in the event of a qualifying termination).

  92. 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:

  93. SENIOR EXECUTIVE SEVERANCE PAY PLAN

    | ● | the executive terminates his or her own employment; |

  94. SENIOR EXECUTIVE SEVERANCE PAY PLAN

    | ● | the executive’s employment is terminated for cause; or |

  95. SENIOR EXECUTIVE SEVERANCE PAY PLAN

    | ● | if the executive accepts employment or refuses comparable employment with a purchaser in a divestiture situation. |

  96. SENIOR EXECUTIVE SEVERANCE PAY PLAN

    All of the NEOs are covered under this plan.

  97. 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:

  98. SPECIAL SENIOR EXECUTIVE SEVERANCE PAY PLAN

    | ● | provide for continuing cohesive operations as executives evaluate a transaction, which, without change in control protection, could be personally adverse to the executive; |

  99. SPECIAL SENIOR EXECUTIVE SEVERANCE PAY PLAN

    | ● | keep executives focused on preserving value for shareholders; |

  100. SPECIAL SENIOR EXECUTIVE SEVERANCE PAY PLAN

    | ● | retain key talent in the face of potential transactions; and |

  101. SPECIAL SENIOR EXECUTIVE SEVERANCE PAY PLAN

    | ● | attract talented employees in the competitive marketplace. |

  102. SPECIAL SENIOR EXECUTIVE SEVERANCE PAY PLAN

    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.

  103. 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.

  104. 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, 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 2025. The Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2025, and the Company does not time the disclosure of material nonpublic information for purpose of affecting the value of executive compensation.

  105. CONSIDERATION OF TAX AND ACCOUNTING IMPACTS

    CONSIDERATION OF TAX AND ACCOUNTING IMPACTS Section 162(m) — Section 162(m) of the Internal Revenue Code (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.

  106. 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 to our Annual Report on Form 10-K for the year ended December 31, 2025. 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.

  107. 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 CFO 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. The Compensation Committee annually reviews risks associated with changes to our executive compensation programs and conducts an extensive review of our overall executive compensation risk once every 3 years. In 2024, the Compensation Committee directed the Compensation Consultant to update its in-depth risk profile 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 2025 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 2025 with respect to our NEOs:

  108. COMPENSATION RISK ASSESSMENT ACROSS THE ENTERPRISE

    | V2X COMPENSATION COMPONENT OR POLICY | RISK MITIGATION MEASURES | | BASE SALARY | Based on market rates. Provides stability and minimizes risk-taking incentives. | | AIP | ● AIP design emphasizes overall performance and collaboration across the enterprise. ● AIP components focus on metrics that encourage short-term operating performance and that differ from those used for long-term incentive awards. ● Individual AIP components and total AIP awards are capped. ● Payments are made only after internal audit’s review and Compensation Committee review and approval of the performance, adjustments, achievement, and payments. | | LONG-TERM INCENTIVE AWARDS — RSUs — PSUs | ● RSUs vest annually in one-third increments over a three-year period. ● PSUs are performance-based equity awards that vest at the end of a three-year period, contingent upon the achievement of relative TSR and Adj. EPS targets, as described above. This dual-metric approach incentivizes long-term value creation, aligning executive incentives with sustainable growth while mitigating the risk of short-termism. TSR and Adj. EPS results are each capped at 200%. | | PERQUISITES | Perquisites are reasonable and consistent with competitive practice. See “Employee Benefits — Perquisites for NEOs” above. | | SEVERANCE | The Company maintains severance plans that provide defined protection in the event of a termination without cause or following a change in control. These plans serve as a critical risk mitigation tool by providing leadership stability and ensuring executive focus on shareholder interest during periods of organizational transition. | | 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 from 1X 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. |

  109. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table summarizes the compensation of our NEOs for 2023, 2024 and 2025.

  110. SUMMARY COMPENSATION TABLE

    | | | | | | Non-equity | | | | | | | | | Incentive | | | | | | | | Stock | Plan | All Other | | | | | Salary | Bonus | Awards | Compensation | Compensation | Total | | Name and Principal Position | Year | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($) | | Jeremy C. Wensinger | 2025 | 1,021,920 | 400,000 | 4,961,023 | 1,542,528 | 55,311 | 7,980,782 | | President and CEO | 2024 | 500,001 | — | 4,861,874 | 481,875 | 18,813 | 5,862,563 | | | 2023 | — | — | — | — | — | — | | Shawn M. Mural | 2025 | 723,888 | — | 1,573,419 | 714,816 | 41,348 | 3,053,471 | | SVP, CFO | 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 | | L. Roger Mason, Jr. | 2025 | 600,000 | 450,000 | 2,197,015 | 636,480 | 32,138 | 3,915,633 | | SVP, Chief Growth Officer | 2024 | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | | Jeremy J. Nance | 2025 | 475,000 | — | 552,605 | 328,320 | 19,719 | 1,375,644 | | SVP, Chief Legal Officer and General Counsel | 2024 | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | | Richard L. Caputo, Jr. | 2025 | 420,000 | — | 493,728 | 387,072 | 17,590 | 1,318,390 | | SVP Aerospace Systems | 2024 | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | | Kenneth W. Shreves(5) | 2025 | 366,347 | — | 683,741 | 318,797 | 882,589 | 2,251,474 | | Former 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 |

  111. SUMMARY COMPENSATION TABLE

    | (1) In 2025, Mr. Wensinger was paid $400,000 for the replacement of his forfeited bonus from his prior employer and Mr. Mason was paid a $450,000 sign-on bonus, each pursuant to their respective offer letters. |

  112. SUMMARY COMPENSATION TABLE

    | (2) 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, 2025. With respect to the 2025-2027 PSUs that contain a TSR Portion, assuming the highest performance level is achieved, the grant date value of such PSUs is as follows: Mr. Wensinger - $3,757,525, Mr. Mural - $1,191,737, Mr. Mason - $1,693,983, Mr. Nance - $317,703, Mr. Caputo - $278,283 and Mr. Shreves - $393,297. With respect to the 2025-2027 PSUs that contain an Adj. EPS Portion, assuming the highest performance level is achieved, the grant date value of such PSUs is as follows: Mr. Wensinger - $3,105,435, Mr. Mural - $984,920, Mr. Mason - $1,400,005, Mr. Nance - $262,471, Mr. Caputo - $249,195 and Mr. Shreves - $324,205. |

  113. SUMMARY COMPENSATION TABLE

    | (3) Amounts in this column reflect the AIP awards, as applicable, that were earned for the applicable performance year. |

  114. SUMMARY COMPENSATION TABLE

    | (4) Amounts in this column for 2025 represent items specified in the All Other Compensation table below. |

  115. SUMMARY COMPENSATION TABLE

    | (5) Mr. Shreves’ employment with the Company ended as of August 1, 2025. |

  116. ALL OTHER COMPENSATION TABLE

    | (5) Mr. Shreves’ employment with the Company ended as of August 1, 2025. For additional information, see “Payments Upon Termination or Change in Control – Separation Agreement – Kenneth W. Shreves” below for a description of the amounts paid in connection with his separation. |

  117. GRANTS OF PLAN-BASED AWARDS IN 2025

    GRANTS OF PLAN-BASED AWARDS IN 2025 The following table summarizes awards made to our NEOs during the year ended December 31, 2025 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 2025 under the AIP), and estimated future payouts under the long-term incentive awards, which consist of potential payouts related to the 2025-2027 PSU awards. The table also provides the number of shares underlying all other stock awards, which consist of PSU awards and RSU awards No stock options were awarded to the NEOs in 2025.

  118. GRANTS OF PLAN-BASED AWARDS IN 2025

    | | | | | | | | | | All | | | | | | | | | | | | Other | | | | | | | | | | | | Stock | | | | | | | | | | | | Awards: | Grant | | | | | Estimated Future Payouts | | | Estimated Future Payouts | | | Number | Date Fair | | | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | of Shares | Value of | | | | | Plan Awards(1) | | | Plan Awards(2) | | | of Stock | Stock | | | | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | or Units | Awards | | Name | Award Type | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#)(3) | ($)(4) | | Jeremy C. Wensinger | Cash | | 669,500 | 1,339,000 | 2,678,000 | | | | | | | | PSU TSR | 3/12/2025 | | | | 16,014 | 32,028 | 64,056 | | 1,878,762 | | | PSU Adj. EPS | 3/12/2025 | | | | 16,014 | 32,028 | 64,056 | | 1,552,717 | | | RSU | 3/12/2025 | | | | | | | 31,550 | 1,529,544 | | Shawn M. Mural | Cash | | 310,250 | 620,500 | 1,241,000 | | | | | | | | PSU TSR | 3/12/2025 | | | | 5,079 | 10,158 | 20,316 | | 595,868 | | | PSU Adj. EPS | 3/12/2025 | | | | 5,079 | 10,158 | 20,316 | | 492,460 | | | RSU | 3/12/2025 | | | | | | | 10,006 | 485,091 | | L. Roger Mason, Jr.(5) | Cash | | 276,250 | 552,500 | 1,105,000 | | | | | | | | PSU TSR | 3/12/2025 | | | | 7,220 | 14,439 | 28,878 | | 846,992 | | | PSU Adj. EPS | 3/12/2025 | | | | 7,220 | 14,439 | 28,878 | | 700,003 | | | RSU | 3/12/2025 | | | | | | | 13,408 | 650,020 | | Jeremy J. Nance | Cash | | 142,500 | 285,000 | 570,000 | | | | | | | | PSU TSR | 3/12/2025 | | | | 1,354 | 2,708 | 5,416 | | 158,851 | | | PSU Adj. EPS | 3/12/2025 | | | | 1,354 | 2,707 | 5,414 | | 131,235 | | | RSU | 3/12/2025 | | | | | | | 5,415 | 262,519 | | Richard L. Caputo, Jr. | Cash | | 168,000 | 336,000 | 672,000 | | | | | | | | PSU TSR | 3/12/2025 | | | | 1,186 | 2,372 | 4,744 | | 139,142 | | | PSU Adj. EPS | 3/12/2025 | | | | 1,186 | 2,372 | 4,744 | | 124,597 | | | RSU | 3/12/2025 | | | | | | | 4,744 | 229,989 | | Kenneth W. Shreves | Cash | | 138,367 | 276,733 | 553,466 | | | | | | | | PSU TSR | 3/12/2025 | | | | 1,676 | 3,352 | 6,704 | | 196,628 | | | PSU Adj. EPS | 3/12/2025 | | | | 1,676 | 3,352 | 6,704 | | 162,103 | | | RSU | 3/12/2025 | | | | | | | 6,704 | 325,010 |

  119. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (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 2025 was based on performance measures and totals that would pay 100% of target for 100% achievement of the approved goals. Actual AIP awards for 2025 are shown in the Summary Compensation Table. Mr. Shreves’ target was prorated based on his termination date. |

  120. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (2) Amounts reflect the threshold, target, and maximum payment levels, respectively, which are denominated in shares, if an award payout is achieved under the 2025-2027 PSU awards. The 2025-2027 PSU awards are subject to a three-year performance period from January 1, 2025 to December 31, 2027 as described above. 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 2025-2027 PSU awards are completely at-risk |

  121. GRANTS OF PLAN-BASED AWARDS IN 2025

    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.

  122. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (3) Amounts reflect the number of RSUs granted in 2025 to the NEOs. RSUs granted to NEOs on March 12, 2025 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 12, 2025 were determined based on $48.48, the closing price of V2X common stock on March 12, 2025. |

  123. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (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 2025. |

  124. GRANTS OF PLAN-BASED AWARDS IN 2025

    | (5) In aggregate, Mr. Mason was granted 28,878 PSUs in 2025 (13,408 PSUs from his annual grant and the 15,470 Mason Sign-on PSUs), of which 14,439 PSUs may vest based on achievement of the TSR goals and 14,439 PSUs may vest based on the achievement of the Adj. EPS goals. The Mason sign-on PSUs have the same terms as the annual PSU grants for other NEOs in 2025. |

  125. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END The following table sets forth summary information regarding the outstanding equity awards held by our NEOs on December 31, 2025.

  126. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | | | Option Awards | | | | Stock Awards | | | | | | | | | | | | | Equity Incentive | Equity Incentive | | | | | | | | Number of | Market | Plan Awards: | Plan Awards: | | | | Number of | Number of | | | Shares | Value of | Number of | Market or Payout | | | | Securities | Securities | | | or Units of | Shares or | Unearned | Value of Unearned | | | | Underlying | Underlying | | | Stock | Units of | Shares, Units or | Shares, Units or | | | | Unexercised | Unexercised | Option | | That Have | Stock That | Other Rights That | Other Rights That | | | | Options | Options | Exercise | Option | Not | Have Not | Have Not | Have Not | | | | Exercisable | Unexercisable | Price | Expiration | Vested | Vested | Vested | Vested | | Name | Grant Date | (#) | (#) | ($) | Date | (#) | ($)(1) | (#)(7) | ($)(1)(7) | | Jeremy C. Wensinger | 3/12/2025 | — | — | — | — | 31,550 | 1,721,053 | — | — | | | 3/12/2025 | — | — | — | — | — | — | 32,028(2) | 1,747,127 | | | 3/12/2025 | — | — | — | — | — | — | 32,028(2) | 1,747,127 | | | 6/25/2024 | — | — | — | — | 29,533 | 1,611,025 | — | — | | | 6/25/2024 | — | — | — | — | — | — | 44,299(3) | 2,416,510 | | | 6/25/2024 | — | — | — | — | — | — | 6,000(4) | 327,300 | | Shawn M. Mural | 3/12/2025 | — | — | — | — | 10,006 | 545,827 | — | — | | | 3/12/2025 | — | — | — | — | — | — | 10,158(2) | 554,119 | | | 3/12/2025 | — | — | — | — | — | — | 10,158(2) | 554,119 | | | 3/8/2024 | — | — | — | — | 9,943 | 542,391 | — | — | | | 3/8/2024 | — | — | — | — | — | — | 14,915(3) | 813,613 | | | 10/9/2023 | — | — | — | — | 1,521 | 82,971 | — | — | | | 10/9/2023 | — | — | — | — | 2,282 | 124,483 | — | — | | | 10/9/2023 | — | — | — | — | — | — | 1,390(4) | 75,825 | | | 10/9/2023 | — | — | — | — | — | — | 2,052(4) | 111,937 | | L. Roger Mason, Jr. | 3/12/2025 | — | — | — | — | 13,408 | 731,406 | | | | | 3/12/2025 | — | — | — | — | | | 14,439(2) | 787,647 | | | 3/12/2025 | — | — | — | — | | | 14,439(2) | 787,647 | | Jeremy J. Nance | 3/12/2025 | — | — | — | — | 5,415 | 295,388 | — | — | | | 3/12/2025 | — | — | — | — | — | — | 2,708(2) | 147,721 | | | 3/12/2025 | — | — | — | — | — | — | 2,707(2) | 147,667 | | | 3/8/2024 | — | — | — | — | 2,374 | 129,502 | — | — | | | 3/10/2023 | — | — | — | — | 1,354 | 73,861 | — | — | | | 3/10/2023 | — | — | — | — | — | — | 1,094(4) | 59,678 | | Richard L. Caputo, Jr. | 3/12/2025 | — | — | — | — | 4,744 | 258,785 | — | — | | | 3/12/2025 | — | — | — | — | — | — | 2,372(2) | 129,393 | | | 3/12/2025 | — | — | — | — | — | — | 2,372(2) | 129,393 | | | 3/8/2024 | — | — | — | — | 2,226 | 121,428 | — | — | | | 3/10/2023 | — | — | — | — | 1,269 | 69,224 | — | — | | | 3/10/2023 | — | — | — | — | — | — | 1,337(4) | 72,933 | | Kenneth W. Shreves(6) | 3/12/2025 | — | — | — | — | — | — | 652(2) | 35,567 | | | 3/12/2025 | — | — | — | — | — | — | 652(2) | 35,567 | | | 3/8/2024 | — | — | — | — | 6,412 | 349,720 | — | — | | | 3/8/2024 | — | — | — | — | — | — | 9,617(3) | 524,607 | | | 3/10/2023 | — | — | — | — | 2,327 | 126,938 | — | | | | 3/10/2023 | — | — | — | — | — | — | 1,414(4) | 77,134 |

  127. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (1) Reflects the Company’s closing stock price of $54.55 per share on December 31, 2025. |

  128. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (2) The 2025-2027 PSU awards have a three-year performance period from the start of the 2025 fiscal year and will vest based on achievement of specific approved performance as further described under “Compensation Discussion and Analysis — Long- |

  129. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    Term Incentive Program — Performance Stock Unit Component” above. 2025-2027 PSUs are divided equally between TSR and Adj. EPS performance goals. They are reflected at target performance level in the table.

  130. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (3) 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 approved TSR performance goals (“2024-2026 PSUs”). They are reflected at target performance level in the table. |

  131. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (4) Based on the performance goals achieved as of December 31, 2025, 20.3% of the 2023-2025 Group 1 PSUs vested on February 25, 2026, the date on which the Compensation Committee certified the performance results. |

  132. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (5) Based on the performance goals achieved as of December 31, 2025, 30.0% of the 2023-2025 Group 2 PSUs (and the Employment Inducement PSUs granted to Mr. Wensinger) vested on February 25, 2026, the date on which the Compensation Committee certified the performance results. |

  133. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (6) Pursuant to Mr. Shreves’ separation agreement, these equity awards remained outstanding as of December 31, 2025. The RSUs will vest per the original time-based vesting schedule as if he had remained an employee and the PSUs will vest based on the level of achievement of the applicable performance goals. See “Payments Upon Termination or Change in Control – Separation Agreement – Kenneth W. Shreves” below. |

  134. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | (7) The ending stock price will be calculated as the average closing price over 21 trading days in the final month of the performance period. If, during the end of a TSR measurement period there were to be a significant divestiture of Company common stock by American Industrial Partners, and if any of those trading days coincide with the nine-day period following an American Industrial Partners block-trade divestiture, those days will be replaced with earlier trading days so the full 21-day measurement window is maintained. The same trading adjustment would also apply to the applicable peer group. |

  135. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table summarizes the vesting of RSUs for each of our NEOs in 2025. No NEOs exercised any options in 2025.

  136. OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | | Number of Shares | Value Realized on | | | Acquired on Vesting | Vesting | | Name | (#) | ($)(1) | | Jeremy C. Wensinger(2) | 14,766 | 688,539 | | Shawn M. Mural(3)(4) | 8,777 | 224,914 | | L. Roger Mason, Jr. | — | — | | Jeremy J. Nance(4)(5) | 2,542 | 118,679 | | Richard L. Caputo(4)(5) | 2,382 | 111,209 | | Kenneth W. Shreves(4)(5) | 7,034 | 328,393 |

  137. 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. |

  138. OPTION EXERCISES AND STOCK VESTED

    | (2) The value realized for 14,766 of Mr. Wensinger’s shares is based on $46.63 per share on the vesting date of June 25, 2025. |

  139. OPTION EXERCISES AND STOCK VESTED

    | (3) The value realized for 3,805 of Mr. Mural’s shares is based on $59.11 per share on the vesting date of October 9, 2025 |

  140. OPTION EXERCISES AND STOCK VESTED

    | (4) The value realized for 4,972 of Mr. Mural’s shares, 1,188 of Mr. Nance’s shares, 1,113 of Mr. Caputo’s shares, and 3,206 of Mr. Shreves’ shares, is based on $46.73 per share on the vesting date of March 7, 2025 |

  141. OPTION EXERCISES AND STOCK VESTED

    | (5) The value realized for 1,354 of Mr. Nance’s shares, 1,269 of Mr. Caputo’s shares, and 3,828 of Mr. Shreves’ shares, is based on $46.65 per share on the vesting date of March 10, 2025. |

  142. 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.

  143. NON-QUALIFIED DEFERRED COMPENSATION FOR 2025

    NON-QUALIFIED DEFERRED COMPENSATION FOR 2025

  144. 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. If 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.

  145. 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 2025.

  146. Non-Qualified Deferred Compensation

    | | | | | Aggregate | | | | Executive | Registrant | Aggregate | Withdrawals/ | | | | Contributions in | Contributions in | Earnings in | Distributions in | Aggregate Balance | | | Last FY | Last FY | Last FY | Last FY | at Last FYE | | Name | ($)(1) | ($)(2) | ($) | ($) | ($)(3) | | Jeremy C. Wensinger | 198,567 | — | 34,419 | — | 232,986 | | Shawn M. Mural | 288,269 | — | 49,202 | — | 337,470 | | L. Roger Mason, Jr. | — | — | — | — | — | | Jeremy J. Nance | — | — | — | — | — | | Richard L. Caputo, Jr. | — | — | — | — | — | | Kenneth W. Shreves | — | — | — | — | — |

  147. Non-Qualified Deferred Compensation

    | (1) The amounts in this column are also included in the Summary Compensation Table in the Salary column. |

  148. Non-Qualified Deferred Compensation

    | (2) V2X does not offer a Company match to the Non-Qualified Deferred Compensation Plan. |

  149. Non-Qualified Deferred Compensation

    | (3) Mr. Wensinger and Mr. Mural did not have a previous aggregate balance. |

  150. PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL In this section, we discuss the compensation payable (including accelerated vesting of equity awards) in the event of a change in control and employment termination under several different circumstances, including voluntary termination, termination for cause, death, disability, termination without cause and termination in connection with a change in control. The term used for change in control under the 2014 Omnibus Plan is “Acceleration Event” as further described below. Our NEOs have entered into employment letter agreements that provide for general terms of employment, including the NEO’s initial base salary, target annual incentive, and LTI awards, although any rights to severance or compensation or benefits in connection with a change in control are provided pursuant to the arrangements described below. The amounts shown in the Potential Post-Employment Compensation table are estimates, assuming the triggering event occurred on December 31, 2025, 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, 2025, which was $54.55.

  151. 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 “2025 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:

  152. CEO PAY RATIO

    | CEO Total Annual Compensation: | $7,980,782 | | Median Employee Total Annual Compensation: | $75,991 | | Ratio of CEO Pay to Median Employee Compensation: | 105.0 to 1.0 |

  153. CEO PAY RATIO

    In determining the median employee, the Company prepared a listing of all employees as of December 31, 2025. 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. The data examined were W-2 wages or foreign equivalent compensation paid from January 1, 2025 through December 31, 2025. 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. As of December 31, 2025, the Company employed approximately 16,200 employees, excluding the CEO and subcontractors.

  154. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  155. EXECUTIVE COMPENSATION

    | (4) Amounts in this column reflect the “compensation actually paid,” (“CAP”) as calculated in accordance with SEC rules for Jeremy C. Wensinger, President and CEO. The dollar amounts do not reflect the actual amounts of compensation paid during the applicable year. In accordance with SEC rules, certain adjustments were made to the SCT total compensation to determine the amount of CAP, including adding (i) the year-end value of equity awards granted during the reported year, and (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or the end of the reported fiscal year. For a reconciliation for fiscal year 2025, see the table below. |