DEF 14A of Vestis Corp, Jan 8, 2026

DEF 14A of Vestis Corp

Filed Jan 8, 2026 · FY20250001628280-26-001322

Open on EDGAR

  1. Highlights of Director Nominees

    Highlights of Director Nominees

  2. Highlights of Director Nominees

    | Name | Director Since | Independent | Age | Audit Committee | Compensation & Human Resources | Nominating, Governance & Corporate Responsibility | | Tracy Jokinen (1) | 2023 | ✔ | 57 | Chair | ✔ | | | Mary Anne Whitney (1) | 2023 | ✔ | 62 | ✔ | | | | Ena Williams | 2023 | ✔ | 56 | | ✔ | ✔ |

  3. Highlights of Director Nominees

    (1)Designated as an “Audit Committee Financial Expert” under the SEC rules.

  4. Highlights of Director Nominees

    | | 2026 Proxy Statement | 1 |

  5. Highlights of Continuing Directors

    Highlights of Continuing Directors

  6. Highlights of Continuing Directors

    | Name | Director Since | Independent | Age | Audit Committee | Compensation, & Human Resources | Nominating, Governance & Corporate Responsibility | | James J. Barber, Jr. | 2025 | | 65 | | | | | Richard Burke | 2023 | ✔ | 61 | | ✔ | Chair | | William Goetz | 2024 | ✔ | 61 | | | ✔ | | Phillip Holloman (2) | 2023 | ✔ | 70 | | | ✔ | | Lynn McKee | 2023 | | 70 | | | | | Keith Meister (1) | 2024 | ✔ | 52 | ✔ | | | | Doug Pertz (1) | 2023 | ✔ | 71 | ✔ | Chair | |

  7. Highlights of Continuing Directors

    (1)Designated as an “Audit Committee Financial Expert” under the SEC rules. (2)Mr. Holloman served as interim Executive Chairman, President and Chief Executive Officer of Vestis from March 18, 2025 to June 1, 2025 while the Board conducted a search for a permanent Chief Executive Officer with the assistance of a third-party executive recruiting firm. During this period, Mr. Holloman did not meet the definition of an independent director.

  8. Consequences If a Nominee for Director Does Not Receive a Majority of Votes Cast Regarding His or Her Election

    Consequences If a Nominee for Director Does Not Receive a Majority of Votes Cast Regarding His or Her Election If a director nominee who is an incumbent director does not receive at least a majority of votes cast, our Bylaws require that the director nominee must promptly tender their resignation to the Board, and the Nominating, Governance and Corporate Responsibility Committee (the “Nominating Committee”) must then make a recommendation to the Board as to whether to accept or reject the resignation or whether other action should be taken. The Board must act on the resignation, considering the Nominating Committee’s recommendation, and publicly disclose (by a press release, filing with the Securities and Exchange Commission (the “SEC”), or other broadly disseminated means of communication) its decision regarding the resignation and the rationale behind the decision within 90 days following certification of the election results. The Nominating Committee, in making its recommendation, and the Board, in making its decision, each may consider any factors and information that they consider appropriate and relevant.

  9. Consequences If a Nominee for Director Does Not Receive a Majority of Votes Cast Regarding His or Her Election

    | | 2026 Proxy Statement | 11 |

  10. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS We are asking our shareholders to elect the three Class II director nominees listed below to serve on the Board until the 2027 annual meeting of shareholders and until their respective successors have been duly elected and qualified. Information about each director nominee is included in this section. Pursuant to our amended and restated Certificate of Incorporation and our amended and restated Bylaws, our Board has, upon recommendation from the Nominating Committee, fixed the number of directors at ten. Our amended and restated Certificate of Incorporation provides that, until the 2027 annual meeting, our Board will be divided into three classes, designated Class I, Class II and Class III, as nearly equal in number as reasonably possible. Each of the Class II director nominees have terms expiring at the Annual Meeting. The Class II director nominees are up for reelection for a term to expire at the 2027 annual meeting. The directors designated as Class I directors were re-elected at the at the 2025 annual meeting and have terms expiring at the 2027 annual meeting. The directors designated as Class III directors have terms expiring at the 2027 annual meeting. Commencing with the 2027 annual meeting, directors will be elected annually and for a term of office to expire at the next annual meeting of shareholders, and our Board will thereafter no longer be divided into classes. Before our Board is declassified, it would take at least two annual meeting of shareholders to be held for any individual or group to gain control of our Board. The Board, upon recommendation from the Nominating Committee, has nominated three Class II directors for election at the Annual Meeting. Each of the Class II directors elected at the Annual Meeting will hold office until the Annual Meeting of Shareholders to be held in 2027 or until his or her successor has been elected and qualified, or until his or her earlier death, resignation, removal or disqualification. The Board believes that each of the nominees is qualified to serve as a director and will be able to stand for election. If not, the Board may name a substitute nominee or reduce the number of directors. If a substitute is named, the proxies will vote for the substitute nominee.

  11. ELECTION OF DIRECTORS

    | The Board recommends a vote FOR the election of each of the director nominees. |

  12. ELECTION OF DIRECTORS

    | | 2026 Proxy Statement | 13 |

  13. CLASS II DIRECTOR NOMINEES

    CLASS II DIRECTOR NOMINEES

  14. CLASS II DIRECTOR NOMINEES

    | Tracy Jokinen Age: 57 Director Since: 2023 | Background: Ms. Jokinen has over 30 years of finance and accounting experience across various global industries, where she focused on accelerating profitable growth and business transformation in her role as chief financial officer for both public and private companies. Most recently, Ms. Jokinen was executive vice president and chief financial officer of Vyaire Medical, a medical device company, from March 2020 to January 2022. She previously held the role of executive vice president and chief financial officer at Acelity, from June 2017 until it was acquired by 3M (NYSE: MMM) in October 2019. She also served as chief financial officer of G&K Services, a publicly traded uniform services company, from 2014 until it was acquired by Cintas (NDAQ: CINTAS) in 2017. Ms. Jokinen currently sits on the board of directors at Alamo Group (NYSE: ALG), Array Technologies (NDAQ: ARRY), and Candela Corporation. Qualifications: Ms. Jokinen is well qualified to serve on our Board because of her experience in the uniform service industry and her financial and board-level experience with publicly traded companies. | | Mary Anne Whitney Age: 62 Director Since: 2023 | Background: Ms. Whitney has served as executive vice president and chief financial officer of Waste Connections (NYSE: WCN) since February 2021 and has more than 25 years of deep financial expertise. During her 19-year tenure at Waste Connections, Ms. Whitney has held executive-level finance roles, each with increased responsibilities, including senior vice president and chief financial officer from July 2018 to February 2021, senior vice president of finance, vice president of finance and director of finance. Previously, Ms. Whitney held various finance positions at Wheelabrator Technologies. Qualifications: Ms. Whitney is well qualified to serve on our Board because of her financial experience with publicly traded companies. | | Ena Williams Age: 56 Director Since: 2023 | Background: Ms. Williams has served as chief operating officer of Casey’s General Stores (NASDAQ: CASY), one of the leading convenience store chains in the United States, since June 2020. She is responsible for store operations, operations support, information technology, real estate, construction & maintenance, asset protection and acquisition integration. During her tenure, she has also led supply chain and fuel operations. Prior to this role, Ms. Williams served as the chief executive officer and member of the board of directors of National HME, a technology enabled medical equipment provider, from January 2019 to March 2020. Ms. Williams also served as senior vice president and head of international operations for 7-Eleven, where she led the global growth strategy and had profit and loss responsibilities. Ms. Williams also held several positions in operations, retail, finance and planning for Mobil Oil Corporation and ExxonMobil Corporation (NYSE: XOM). Ms. Williams currently serves on the board of advisors for the Robert B. Rowling Center for Business Law and Leadership, at the SMU Dedman School of Law. She also serves on the board of directors for Children International and on the Dallas leadership committee for St. Jude. Qualifications: Ms. Williams is well qualified to serve on our Board because of her operational expertise and extensive industry and senior management experience. |

  15. CLASS II DIRECTOR NOMINEES

    | | 2026 Proxy Statement | 14 |

  16. ABOUT THE CONTINUING DIRECTORS

    ABOUT THE CONTINUING DIRECTORS Information about the continuing members of the Board is included in this section. The continuing directors are not standing for election at the Annual Meeting and their terms will continue until the dates indicated above. Information about the Class II director nominees who are standing for election at the Annual Meeting is included in the preceding section, under the heading “Proposal 1”.

  17. CLASS III DIRECTORS – TERMS EXPIRE IN 2027

    CLASS III DIRECTORS – TERMS EXPIRE IN 2027

  18. CLASS III DIRECTORS – TERMS EXPIRE IN 2027

    | James J. Barber, Jr. Age: 65 Director Since: 2025 | Background: Mr. Barber is the President and Chief Executive Officer of Vestis, and a member of the Board of Directors. Mr. Barber joined Vestis in June 2025. Mr. Barber previously held various leadership positions over the course of a distinguished 35-year career at UPS, where he most recently served as Chief Operating Officer and was responsible for overseeing a highly complex, global route-based delivery network. He began his career at UPS as a delivery driver and held several roles of increasing leadership responsibility, including President of UPS International and President of UPS Europe. Mr. Barber previously served on the boards of C.H. Robinson and US Foods as well as UNICEF USA and the Folks Center for International Business at the University of South Carolina’s Darla Moore School of Business. Qualifications: Mr. Barber is well qualified to serve on our Board because of his extensive industry and senior management experience and deep knowledge of corporate strategy and operations. | | Richard Burke Age: 61 Director Since: 2023 | Background: Mr. Burke previously served as chairman of the board and chief executive officer of Advanced Disposal Services, Inc. (NYSE: ADSW), an integrated environmental services company, from 2012 to 2020. Prior to that role, he served as president and chief executive officer of Veolia Environmental Services North America Corp., a solid waste and hazardous waste management company, from 2009 to 2012, and as president of Veolia ES Solid Waste, from 2007 to 2009. Mr. Burke currently serves on the board of U.S. Infrastructure Company, an underground utility locating business owned by Partners Group, and Biffa, a U.K. waste and recycling business owned by Energy Capital Partners. Qualifications: Mr. Burke is well qualified to serve on our Board because of his extensive industry and senior management experience and deep knowledge of corporate strategy, operations and finance. | | Phillip Holloman Age: 70 Director Since: 2023 | Background: Mr. Holloman has served as the Chairman of the Board of Directors since September 2023. He also served as the interim Executive Chairman, President and Chief Executive Officer of Vestis from March 18, 2025 to June 1, 2025. Mr. Holloman retired from Cintas as president and chief operating officer in 2018. Other roles during his 22-year career with Cintas included rental division president and chief operating officer, senior vice president of global supply chain management, executive champion of Six Sigma Initiatives, vice president of distribution/production planning and vice president of engineering and construction. Mr. Holloman is a founding member of Cintas’ diversity committee and received the Excalibur Award, the company’s highest distinction reserved for business executives who demonstrate excellence during their tenure. He serves as a member of the board of directors for the BlackRock Fixed Income Board and was previously a member of the board of directors for Pulte Group (NYSE: PHM) and Rockwell Automation (NYSE: ROK). In addition, Mr. Holloman serves on the board of trustees for the University of Cincinnati. Qualifications: Mr. Holloman is well qualified to serve on our Board because of his extensive industry and senior management experience and deep knowledge of corporate strategy and operations. |

  19. CLASS III DIRECTORS – TERMS EXPIRE IN 2027

    | | 2026 Proxy Statement | 15 |

  20. CLASS I DIRECTORS – TERMS EXPIRE IN 2027

    CLASS I DIRECTORS – TERMS EXPIRE IN 2027

  21. CLASS I DIRECTORS – TERMS EXPIRE IN 2027

    | William W. Goetz Age: 61 Director Since: 2024 | Background: Mr. Goetz served as President and Chief Executive Officer for DYMA Brands, a leading manufacturer to the foodservice industry, from 2020-2024. Prior to that, he served as President and COO of Carriage Services, held roles of increasing responsibility at Sysco Corporation, including Senior Vice President of Sales and Marketing and Chief Marketing Officer. Additionally, he spent 22 years at Cintas Corporation in various executive leadership roles, including President and COO of Global Accounts and Strategic Markets and Chief Marketing Officer. Mr. Goetz currently serves on the board of directors for Depot Connect International and is a National Trustee of the Boys & Girls Club of America. Qualifications: Mr. Goetz is well qualified to serve on our Board because of his extensive senior leadership experience, and deep knowledge in industrial laundry sales, marketing, and product development. | | Lynn McKee Age: 70 Director Since: 2023 | Background: Ms. McKee most recently served as executive vice president and chief human resources officer for Aramark from 2004 to 2022. Prior to this role, Ms. McKee held several key positions for Aramark from 1980 to 2004, including director of employee relations, vice president for corporate human resources, where she was responsible for executive development and compensation, and senior vice president for human resources of Aramark Global Food, Hospitality and Facility Services. In addition, Ms. McKee led Aramark’s corporate communications, diversity, equity and inclusion, sustainability, community relations, corporate real estate and air and meeting services. Ms. McKee is currently a member of the board of directors of WSFS Financial Corporation (NASDAQ: WSFS) and Highmark Inc. Qualifications: Ms. McKee is well qualified to serve on our Board because of her extensive corporate experience in employment, compensation and benefits matters at the regional, national and international levels. In addition to her expertise in human resources, Ms. McKee brings crisis management, corporate governance, executive leadership and public company oversight skills. | | Keith A. Meister Age: 52 Director Since: 2024 | Background: Keith Meister is the founder, Managing Partner and Chief Investment Officer, Corvex Management LP since 2010. Prior to founding Corvex, he served as Chief Executive Officer and then Principal Executive Officer and Vice Chairman of the Board of Icahn Enterprises from August 2003 to August 2010. From its launch in November 2004 to August 2010, he also served as Senior Managing Director of the General Partners of Icahn Partners LP and affiliated funds. Prior to joining the Icahn Organization, Meister served as Co-President of J Net Ventures from January 2000 through September 2001. Prior to launching J Net Ventures, he worked at NorthStar Capital and Lazard Freres. Mr. Meister currently serves as a director on the boards of GeneDx Holdings Corp., MGM Resorts International and Illumina, Inc., and previously served on the boards of Yum! Brands, Inc., The Williams Companies, the ADT Corporation, and Ralcorp Holdings, among others. Qualifications: Mr. Meister is well qualified to serve on our Board because of his operational and strategic expertise as managing partner and an executive officer of an investment firm and diversified holding company and his extensive boardroom experience. |

  22. CLASS I DIRECTORS – TERMS EXPIRE IN 2027

    | | 2026 Proxy Statement | 16 |

  23. CLASS I DIRECTORS – TERMS EXPIRE IN 2027

    | Doug Pertz Age: 71 Director Since: 2023 | Background: Mr. Pertz has served as the Vice Chairman of the Board of Directors since September 2023. He also served as the interim Lead Independent Director of Vestis from March 18, 2025 to June 1, 2025, Mr. Pertz previously served as the executive chairman of the board of The Brink’s Company (NYSE: BCO), a global leader in total cash management and secure logistics, until his retirement in May 2023. Mr. Pertz also served as the president, chief executive officer and a member of the board of The Brink’s Company from June 2016 to May 2022. Prior to Brink’s, he served as president and chief executive officer of Recall Holdings, having led Recall from its initial public offering in 2013 to the strategic sale of the business in 2016. He previously also served as chief executive officer of several other public companies, including IMC Global (predecessor to Mosaic Co. (NYSE: MOS)) and Culligan Water Technologies. Mr. Pertz currently serves on the board of directors for Vital Records Control and previously served on the board of directors for Advance Auto Parts (NYSE: AAP). Qualifications: Mr. Pertz is well qualified to serve on our Board because of his operational expertise in branch and route-based logistics, business-to-business services, channel and brand marketing and growth through acquisition. |

  24. CLASS I DIRECTORS – TERMS EXPIRE IN 2027

    | | 2026 Proxy Statement | 17 |

  25. 2025 DIRECTOR COMPENSATION

    2025 DIRECTOR COMPENSATION

  26. Director Compensation Table for Fiscal Year 2025

    Director Compensation Table for Fiscal Year 2025 The following table details the compensation paid to our non-employee directors for fiscal year 2025.

  27. Director Compensation Table for Fiscal Year 2025

    | Name(1) | Fees Earned or Paid in Cash | Fees Earned or Paid in Stock | Stock Awards (2)(3) | All Other Compensation | Total | | Richard Burke | $120,000 | – | $140,006 | – | $260,006 | | William Goetz | $105,000 | – | $140,006 | – | $245,006 | | Tracy Jokinen | $130,000 | – | $140,006 | – | $270,006 | | Lynn McKee | $105,000 | – | $140,006 | – | $245,006 | | Keith Meister | $105,000 | – | $140,006 | – | $245,006 | | Doug Pertz | $147,500 | – | $140,006 | – | $287,506 | | Mary Anne Whitney | $105,000 | – | $140,006 | – | $245,006 | | Ena Williams | $105,000 | – | $140,006 | – | $245,006 |

  28. Director Compensation Table for Fiscal Year 2025

    | | 2026 Proxy Statement | 23 |

  29. Director Compensation Table for Fiscal Year 2025

    ___________________ (1)Mr. Holloman, Ms. Scott and Mr. Barber served as directors during fiscal year 2025 but are excluded from this table. Mr. Holloman served as interim Executive Chairman, President and Chief Executive Officer from March 18, 2025 to June 1, 2025. Ms. Scott and Mr. Barber were Vestis employees during their respective terms as directors during fiscal year 2025. The compensation for Mr. Holloman, Ms. Scott and Mr. Barber for fiscal year 2025 is included in the Summary Compensation Table below. (2)The dollar amounts in this column represent the grant date fair value of stock awards, in the form of restricted stock units, calculated in accordance with Accounting Standards Codification (“ASC”) Topic 718 “Stock Compensation” (“ASC Topic 718”) based on the closing stock price on the grant date. (3)As of October 3, 2025, Mr. Holloman held 12,517 unvested RSUs and each of the other non-employee directors held 8,762 unvested RSUs.

  30. Director Compensation Table for Fiscal Year 2025

    | | 2026 Proxy Statement | 24 |

  31. Vestis’ Executive Compensation Design

    Vestis’ Executive Compensation Design Vestis’ executive compensation program is designed to retain and motivate executives and reward achievement of Vestis’ performance goals aligned with value created for shareholders. This is important because its performance is very much dependent on the talents, skills and engagement of its leadership team. Vestis generally measures its performance by growth in sales, earnings and free cash flow, and these metrics are reflected in its incentive plans. By focusing on these performance metrics, Vestis believes its incentive plans will drive broader shareholder value creation. Vestis ties its executives’ long-term interests with those of its shareholders through equity compensation awards in respect of Vestis common stock. The equity is typically delivered in the form of performance stock units (“PSUs” – 50%), stock options (“Stock Options” – 25%) and restricted stock units (“RSUs” – 25%). PSUs typically have made up 50% of the grant to provide value only to the extent long-term performance objectives are achieved. Vestis’ executives are also measured by their individual contributions to Vestis’ success, and this is a consideration in annual base salary adjustment decisions.

  32. Executive Compensation Program and Practices Overview

    | What We Do | | What We Don’t Do | | | √ | Risk Mitigation – Multiple metrics and measurement periods for annual incentives mitigate risk that executives will be motivated to pursue results related to one metric and/or one period | x | No Guaranteed Bonuses – Vestis’ annual bonus plans are performance-based and do not include any minimum payment levels or guarantees | | √ | Compensation Recoupment Policy – Robust “clawback” policy for pay in certain circumstances | x | No Executive Pension or Supplemental Executive Retirement Plan – Vestis’ executive officers participate in the same retirement plan as our front-line Teammates | | √ | Stock Ownership Guidelines – Vestis’ NEOs and directors are subject to ownership guidelines with conditional holding requirements | x | No Hedging and Restriction on Pledging – Vestis prohibits directors and employees from engaging in hedging and prohibits directors and named executive officers from pledging Vestis shares without specific pre-approval (1) | | √ | Double-Trigger Change-in-Control Provisions – Both a change-in-control and termination are required for equity vesting acceleration and other benefits to apply upon a change-in-control event | x | No Dividends on Unvested Equity Awards – Vestis does not pay dividends or dividend equivalents on equity awards prior to vesting | | √ | Annual Say-on-Pay Vote – Vestis is recommending annual shareholder feedback on our executive pay program and will directly engage with its shareholders on executive pay matters | x | No Repricing or Exchange of Underwater Stock Options | | √ | Annual Evaluation – Vestis annually reviews its executive pay program to ensure it continues to align with market competitive practices and key financial objectives | x | No Tax Gross-Ups Vestis does not provide gross-ups on benefits (other than taxable relocation benefits) or perquisites in any employment agreements | | √ | Independent Advisor – Independent consultant provides advice directly to the Vestis Compensation Committee | x | No Recycling of Shares withheld for taxes | | √ | Multiple LTI Vehicles – Use of PSUs, Stock Options and RSUs provides a balanced approach that focuses executives on key financial objectives (PSUs), direct shareholder alignment (Stock Options), and retention and alignment with shareholders (RSUs) | | |

  33. Compensation Program Design

    | Compensation Element | Vehicle/Description | Link to Vestis Strategy | | Base Salary | •Cash •Base salaries are determined based on scope of responsibility, experience and performance aligned to market levels | •Attract, compensate high-performing and experienced leaders at a competitive level based on market (both internal and external) | | Annual Incentive Plan Management Incentive Bonus (“MIB” Plan) | •Cash •Performance / Payout evaluated 100% relative to pre-established annual financial performance goals for fiscal 2025 •Performance / Payout to range between 0% and 200% of Target | •Motivate and reward executives for achieving annual corporate, business, and function goals in key areas of financial performance | | Long-Term Incentive Plan (“LTI” Plan) | •Performance Stock Units (50%) where Performance/Payout evaluated 100% relative to long-term financial performance goals for fiscal 2025 to 2027 •Performance / Payout to range between 0% and 200% of Target | •Focuses executives on the achievement of specific long-term performance goals directly aligned with Vestis’ strategic operating plans. PSUs cliff vest (if earned) after three years based on achievement of Cumulative Adjusted EBITDA (50%) and Cumulative Adjusted Free Cash Flow Conversion (50%), modified +/- 25% based on performance vs. TSR Performance Peer Group | | | •Stock Options (25%) | •Directly aligns the interests of executives with shareholders. Stock options only have value for executives if performance results in stock price appreciation after the grant date. Stock Options vests equally over three years | | | •Restricted Stock Units (25%) | •Strengthens key executive retention to promote executive continuity and successful execution of Vestis’ long-term strategic plan. RSUs vests equally over three years |

  34. Compensation Program Design

    Mr. Holloman served as interim Executive Chairman, President and Chief Executive Officer of Vestis while the Board conducted a search for a permanent Chief Executive Officer with the assistance of a third-party executive recruiting firm from March 18, 2025 to June 1, 2025. During this period, Mr. Holloman earned cash compensation in the amount of $125,000 per month. Target Annual Incentives Vestis’ annual incentive plan (the Management Incentive Bonus Plan or “MIB”) is designed to drive and reward performance and is based on financial objectives established by the Compensation Committee at the beginning of each fiscal year. The annual MIB targets for each named executive officer are established annually based on market competitive data related to each executive’s role (see “Market Benchmarking” below). The annual MIB plan is designed to reward the achievement of specific financial objectives results measured over one fiscal year. Each named executive officer participating in the MIB is assigned an annual MIB target bonus expressed as a percentage of base salary. Actual earned MIB payouts are based on actual performance achieved against pre-established performance goals set for each fiscal year by the Compensation Committee where MIB payouts can vary from 0% to 200% of the annual MIB target bonus. The 2025 annual MIB target bonus for each named executive officer is set forth below.

  35. Compensation Program Design

    | Vestis Executive Officer | Job Title | 2025 MIB Bonus Target | | James J. Barber, Jr. (1) | President & CEO | N/A | | Phillip Holloman (2) | Former Interim Executive Chairman, President & CEO | N/A | | Kim Scott | Former President & CEO | 125% | | Kelly C. Janzen | Former EVP & CFO | 75% | | Rick T. Dillon | Former EVP & CFO | 75% | | William J. Seward | EVP & COO | 75% | | André C. Bouchard | EVP, CLO, GC & CS | 60% | | Grant Shih | Former EVP & CTO | 50% |

  36. Compensation Program Design

    (1)Mr. Barber was not eligible to participate in the MIB for fiscal 2025 or receive any MIB performance bonus payout for fiscal 2025; however, Mr. Barber is expected to participate in the annual MIB performance bonus plan for fiscal 2026 with a 2026 MIB bonus target of 125%. (2)Mr. Holloman was not eligible to participate in the MIB for fiscal 2025 or receive any MIB performance bonus payout during his tenure as Interim Executive Chairman, President and Chief Executive Officer. Fiscal 2025 Annual Incentive Performance Metrics and Weightings Vestis’ annual incentive plan for fiscal 2025 was based on Adjusted EBITDA (50%) and Total Revenue (50%). Adjusted EBITDA, a non-GAAP financial measure, is defined as earnings before interest, taxes, depreciation, amortization of intangible assets and stock compensation expense and certain other adjustments determined by the company. All adjustments are subject to the Compensation Committee’s approval and/or determination that certain items do not reflect normal operating conditions. Total Revenue represents reported revenue (GAAP). The Compensation Committee may make certain adjustments in its discretion for items that do not reflect normal operating conditions, but did not make any such adjustments for fiscal 2025. Fiscal 2025 Annual Incentive Outcomes Vestis annual incentive MIB plan performance metrics and targets were pre-established by the Compensation Committee for fiscal 2025. Based on the financial results achieved for fiscal 2025, no MIB payout was earned for fiscal 2025 for any of our named executive officers as set forth below.

  37. Compensation Program Design

    | FY25 MIB Performance Metrics | FY25 MIB Performance Goals | | | FY25 MIB Performance Results & Payout | | | | | | Minimum (50%) | Target (100%) | Maximum (200%) | FY25 Results | Metric Payout | Metric Weighting | Weighted Payout | | Adjusted EBITDA ($) (1) | $340M | $354M | $368M | $257.4M | 0.0% | 50% | 0.0% | | Total Revenue ($) (2) | $2,778M | $2,813M | $2,848M | $2,734.8M | 0.0% | 50% | 0.0% | | Fiscal 2025 Annual Incentive MIB Plan Payout “Earned” | | | | | | | 0.0% |

  38. Compensation Program Design

    | Executive Officer | Job Title | 2025 Annual Base Salary | 2025 MIB Target BonusX | 2025 MIB Payout % Earned | 2025 MIB Actual Payout | | James J. Barber, Jr. (1) | President & CEO | $950,000 | N/A | – | – | | Phillip Holloman (1) | Former Interim Executive Chairman, President & CEO | N/A | N/A | – | – | | Kim Scott | Former President & CEO | $925,000 | 125% | 0.0% | $0 | | Kelly C. Janzen | Former EVP & CFO | $610,000 | 75% | 0.0% | $0 | | Rick T. Dillon | Former EVP & CFO | $618,000 | 75% | 0.0% | $0 | | William J. Seward | EVP & COO | $600,000 | 75% | 0.0% | $0 | | André C. Bouchard | EVP, CLO, GC & CS | $525,000 | 60% | 0.0% | $0 | | Grant Shih | Former EVP & CTO | $400,000 | 50% | 0.0% | $0 |

  39. Long-Term Incentives (LTI)

    Long-Term Incentives (LTI) Long-Term Incentive Grant Targets Vestis’ long-term equity incentive plan (or “LTI”) is designed to focus executives on the achievement of specific long-term performance goals directly aligned with Vestis’ strategic operating plan. Our LTI equity plan is also designed to align the interests of our executives with the achievement of long-term growth and performance that further aligns with the interests of our shareholders through LTI equity awards and stock price performance. Fiscal 2025 Annual LTI Awards Vestis’ LTI Plan for fiscal 2025 was comprised of PSUs (50%), time vesting Stock Options (25%) and time vesting RSU (25%). The PSUs cover a three-year performance period, comprising fiscal years 2025 to 2027. The resulting payout, subject to performance targets being met, will be based on Cumulative Adjusted EBITDA dollars (50%), Cumulative Adjusted Free Cash Flow dollars (50%) and a modifier based on the Vestis total shareholder return (“TSR”) relative to the performance of the established TSR performance peer group as disclosed below on page 46. The performance targets align with the long-term strategic goals for the company as part of the long-range planning process reviewed and approved annually by the Board and Compensation Committee. For fiscal year 2025 the Compensation Committee approved the 2025 Annual LTI Awards composed of a mix of PSUs, Stock Options and RSUs to provide a long-term incentive component to the pay mix for our named executive officers. The total annual grants for our named executive officers participating in the fiscal 2025 annual LTI awards during fiscal year 2025 are set forth in the table below.

  40. Long-Term Incentives (LTI)

    | | 2026 Proxy Statement | 43 |

  41. Long-Term Incentives (LTI)

    | | | 2025 Annual LTI Award Grant Value (1) | 2025 Annual LTI Award Mix | | | | Executive Officer | Job Title | | PSUs | Stock Options | RSUs | | James J. Barber, Jr. (2) | President & CEO | N/A | – | – | – | | Phillip Holloman (3) | Former Interim Executive Chairman, President & CEO | N/A | – | – | – | | Kim Scott | Former President & CEO | $3,600,000 | 50% | 25% | 25% | | Kelly C. Janzen (4) | Former EVP & CFO | $1,000,000 | 50% | 25% | 25% | | Rick T. Dillon | Former EVP & CFO | $1,000,000 | 50% | 25% | 25% | | William J. Seward | EVP & COO | $1,200,000 | 50% | 25% | 25% | | André C. Bouchard (5) | EVP, CLO, GC & CS | $600,000 | 50% | 25% | 25% | | Grant Shih | Former EVP & CTO | $400,000 | 50% | 25% | 25% |

  42. Long-Term Incentives (LTI)

    (1)Fiscal 2025 Annual LTI Awards were generally granted on November 29, 2024, and are reported as set forth on the “Grants of Plan-Based Awards for Fiscal 2025” table on page 54. (2)Mr. Barber was not eligible to receive Fiscal 2025 Annual LTI Awards under the terms of his Vestis offer letter and employment agreement which are summarized under the “Employment Agreements and Potential Post-Employment Benefits” section beginning on page 62. (3)Mr. Holloman was not eligible to receive Fiscal 2025 Annual LTI Awards under the terms of his Vestis offer letter, which is summarized under the “Employment Agreements and Potential Post-Employment Benefits” section beginning on page 62. However, see “Fiscal 2025 Interim Executive Chairman, President and Chief Executive Officer LTI Awards” below for a discussion regarding LTI awards granted to Mr. Holloman during fiscal 2025 in respect of his employment with the Company during fiscal 2025. (4)Ms. Janzen’s Fiscal 2025 Annual LTI Awards were granted on March 1, 2025, as set forth in her offer letter and employment agreement to join Vestis. As a result of Ms. Janzen’s resignation from the Company, her Fiscal 2025 Annual LTI Awards were subsequently forfeited, effective December 31, 2025. (5)Mr. Bouchard’s Fiscal 2025 Annual LTI Awards were granted on February 1, 2025, as set forth in his offer letter and employment agreement to join Vestis. Fiscal 2025 Special Retention LTI Awards The Compensation Committee evaluated and determined to grant special one-time LTI Awards to aid in the retention of certain executive officers who were deemed critical to the Company’s future success. The fiscal 2025 Special Retention LTI Awards were granted in the form of time-vesting RSUs that vest over a three-year period (two-thirds on the second anniversary, and one-third on the third anniversary of the grant date) which are summarized as follows:

  43. Long-Term Incentives (LTI)

    | Executive Officer | Job Title | 2025 Special Retention LTI Award (#) (1) | 2025 Special Retention LTI Award ($) (1) | | Kelly C. Janzen (2) | Former EVP & CFO | 200,000 RSUs | $916,000 | | William J. Seward | EVP & COO | 80,000 RSUs | $366,400 | | André C. Bouchard | EVP, CLO, GC & CS | 80,000 RSUs | $366,400 | | Grant Shih (3) | Former EVP & CTO | 80,000 RSUs | $366,400 |

  44. Long-Term Incentives (LTI)

    _________________ (1)Fiscal 2025 Special Retention LTI Awards were granted on August 25, 2025, and are reported as set forth on the “Grants of Plan-Based Awards for Fiscal 2025” table on page 54. (2)As a result of Ms. Janzen’s resignation from the Company, her fiscal 2025 Special Retention LTI Award was subsequently forfeited, effective December 31, 2025.

  45. Long-Term Incentives (LTI)

    | | 2026 Proxy Statement | 44 |

  46. Long-Term Incentives (LTI)

    (3)As a result of Mr. Shih's departure from the Company, his fiscal 2025 Special Retention LTI Award was pro-rated effective on his separation date consistent with the terms of the Special Retention LTI Award grant agreement. Fiscal 2025 Interim Executive Chairman, President and Chief Executive Officer LTI Awards The Compensation Committee evaluated and determined that, during the period in which Mr. Holloman served as interim Executive Chairman, President and Chief Executive Officer, Mr. Holloman would be entitled to participate in the Company’s LTI equity plan and to receive periodic grants of RSUs as follows: •RSUs with a value of $675,000 on March 20, 2025 (based on the closing price of the Company’s common stock on that date); and •commencing June 20, 2025 and on the 20th day of each month thereafter (each an “Interim CEO Grant Date”), provided that he remained in the position of interim Executive Chairman, President and Chief Executive Officer as of the applicable Interim CEO Grant Date, RSUs with a value of $225,000 (based on the closing price of the Company’s common stock on the applicable Interim CEO Grant Date or, if not a trading date, the prior trading date). Accordingly, Mr. Holloman received a one-time award of 66,505 time-vesting RSUs with a grant value of $675,000 on March 20, 2025 in connection with his employment as interim Executive Chairman, President and Chief Executive Officer. On May 5, 2025, the Company appointed James J. Barber, Jr., as President and Chief Executive Officer, effective as of June 2, 2025. In addition, on June 2, 2025, Mr. Holloman returned to serving as the non-executive Chairman of the Board of Directors of the Company and, therefore, Mr. Holloman did not receive a grant of RSUs in June 2025 (or thereafter) in connection with his employment with the Company. Any unvested RSUs granted to Mr. Holloman in connection with his employment as interim Executive Chairman, President and Chief Executive Officer were subject to forfeiture upon the termination of Mr. Holloman’s employment with Vestis as interim Executive Chairman, President and Chief Executive Officer and remain subject to forfeiture upon termination of Mr. Holloman’s service as a Board member, other than as a result of termination by the Company without “cause,” as defined under the terms of his Vestis offer letter, which is summarized under the “Employment Agreements and Potential Post-Employment Benefits” section beginning on page 62.

  47. Market Benchmarking

    Market Benchmarking Our executive compensation program is structured to enable Vestis to maintain its competitive position for our key executive talent. To establish an appropriate set of market-competitive compensation practices for all named executive officers, the Compensation Committee refers, in part, to peer group data and survey data developed and reported by the Committee’s independent consultant. The Compensation Committee worked with its independent consultant, Meridian Compensation Partners LLC (“Meridian”) to develop its Compensation Peer Group, as well as a TSR Performance Peer Group, which is used in determining relative total shareholder return performance for the PSUs subjective to relative TSR performance. Compensation Survey Data In fiscal 2025, the Compensation Committee referred to peer group data and a subset of the Willis Towers Watson 2024 CDB General Industry Executive Compensation Survey that is size adjusted through regression analysis based on its revenue, to perform a market check of the individual components of compensation and total compensation. Vestis does not consider any specific company included in the survey to be a material factor in the review of the compensation of its named executive officers. When making pay decisions, the Compensation Committee generally targets a reasonable range around the market median of survey data but retains flexibility to position executives above or below median based on professional experience, skill set and performance.

  48. Market Benchmarking

    | | 2026 Proxy Statement | 45 |

  49. Market Benchmarking

    Vestis Peer Groups Companies included in our Compensation Peer Group for fiscal 2025 consisted of 21 public companies in similar industries (uniforms, apparel, textile, restaurant and other route-based and diversified support services) as set forth below.

  50. Market Benchmarking

    | Vestis Compensation Peer Group Companies (21) | | | | Cintas Corporation | Service Corporation International | Acushnet Holdings Corp. | | ABM Industries Incorporated | Pitney Bowes Inc. | WillScot Mobile Mini Holdings Corp. | | ADT Inc. | Herc Holdings Inc. | Primo Water Corporation | | Clean Harbors, Inc. | Rollins, Inc. | UniFirst Corporation | | Iron Mountain Incorporated | BrightView Holdings, Inc. | Enviri Corporation | | The Brink’s Company | Stericycle, Inc. | Healthcare Services Group, Inc. | | FirstService Corporation | The GEO Group, Inc. | Casella Waste Systems, Inc. |

  51. Market Benchmarking

    We removed both Stericycle and Veritiv from our TSR Performance Peer Group for fiscal 2025 because they are no longer publicly traded companies. Upon the recommendation of Meridian, our TSR Performance Peer Group for fiscal 2025 consisted of 37 public companies in similar industries (uniforms, apparel, textile, restaurant and other route based and diversified support services) as set forth below.

  52. Market Benchmarking

    | Vestis TSR Performance Peer Group Companies (37) | | | | UniFirst Corporation | Amcor plc | National HealthCare Corporation | | ASGN Incorporated | United Rentals, Inc. | Wolverine World Wide, Inc. | | Korn Ferry | Ecolab Inc. | Healthcare Services Group, Inc. | | Albany International Corp. | Herc Holdings Inc. | Republic Services, Inc. | | Enerpac Tool Group Corp. | Xylem Inc. | Boston Scientific Corporation | | Tennant Company | Cushman & Wakefield plc | Waste Management, Inc. | | Exponent, Inc. | Clean Harbors, Inc. | Enviri Corporation | | AMETEK, Inc. | W.W. Grainger, Inc. | Frontdoor, Inc. | | EMCOR Group, Inc. | Otis Worldwide Corporation | Waste Connections, Inc. | | Hillenbrand, Inc. | Trane Technologies plc | Rollins, Inc. | | Cintas Corporation | BrightView Holdings, Inc. | FirstService Corporation | | Brady Corporation | Casella Waste Systems, Inc. | | | ABM Industries Incorporated | Boot Barn Holdings, Inc. | |

  53. Compensation Governance Policies

    Role of Independent Compensation Consultant The Compensation Committee’s independent compensation consultant provides the Committee with general consulting and advisory services related to executive and director compensation, and associated governance each year. These services include market intelligence, compensation trends, suggestions about compensation program design, general views on specific requests to the committee from management regarding compensation program design or decisions, the review of the peer group, benchmarking executive pay relative to both the compensation and TSR performance peer groups, and the broader market for executive talent, and an analysis of the risk profile of Vestis’ overall executive compensation program. Equity Award Grant Policy The Compensation Committee has adopted an Equity Award Grant Policy (the “LTI Grant Policy”) to govern all future LTI equity awards to be granted under the Vestis 2023 Long-Term Incentive Plan as approved by the Compensation Committee or as approved by the CEO, under the limited authority delegated to the CEO by the Board, where the CEO can grant certain LTI equity awards to eligible recipients (other than executive officers). The LTI Grant Policy prescribes the rules to be used with respect to setting the grant date, grant/exercise price and documentation required to effect such LTI equity award approvals by the Compensation Committee or CEO that seeks to avoid the need for supplemental regulatory disclosures that may otherwise be required by the company for granting LTI equity awards in proximity to the Company releasing material non-public information from time to time.

  54. Other Compensation Decisions

    Other Compensation Decisions FY23 PSU Payout With respect to the PSUs granted in fiscal 2023 (the “FY 23 PSUs”), the targets for these PSUs were originally established by Aramark. The targets were to be measured over a three-year performance period ending October 3, 2025, and included a Relative TSR modifier. Following the separation from Aramark, new performance measures for the FY23 PSUs were established by the Vestis Compensation Committee. The new metrics/targets were based entirely on Vestis cumulative performance results over a two-year performance period ended October 3, 2025 (i.e., FY24 and FY25), to align with Vestis’ strategic, long-range operating plan on a post-Separation basis. As a result, any portion of the FY 23 PSUs that become earned and payable will be based on the achievement of the new Vestis performance metrics/targets measured over the two-year performance period ended October 3, 2025. Any FY23 PSUs that are earned will vest on the original vesting date of October 2, 2026, subject to each executive officers’ continued employment with the company. The performance metrics for the modified FY23 PSUs are based on a mix of Cumulative Adjusted EBITDA dollars (weighted 50%) and Cumulative Adjusted Free Cash Flow Conversion percentage (weighted 50%), which was measured as Cumulative Adjusted Free Cash Flow divided by Cumulative Adjusted Net Income as determined by the Compensation Committee. Upon completion of the two-year performance period ended October 3, 2025, the Compensation Committee determined that the amount payable for any outstanding FY23 PSUs is zero (0%) after applying negative discretion, as permitted under the applicable stock incentive plan.

  55. Risk Mitigation Policies

    _________________ (1)Prior to attainment, absolute value is determined annually based on the then-current salary and annual cash retainer and using the prior fiscal year’s average of month-end Vestis common stock closing price. For purposes of determining compliance with Vestis’ SOGs, shares included are limited to those that are (i) directly or indirectly beneficially owned (held indirectly, such as through family trusts or by immediate family members) or (ii) unvested restricted or deferred stock units. Not included in determining compliance with the guidelines are the option shares/value of any outstanding stock options and any unearned shares of performance stock units. The Vestis’ SOGs require that the specified amount be attained by the fifth anniversary of the date the named executive officer became subject to their current ownership guideline. If a named executive officer has not attained the guideline amount by such date, one half of all shares delivered upon vesting of any subsequent awards held by such named executive officer (net of withholding for tax obligations) must be retained until the guideline amount has been attained.

  56. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following tables, narratives and footnotes discuss the compensation of (1) each individual who served as our Chief Executive Officer during fiscal year 2025, (2) each individual who served as our Chief Financial Officer during fiscal year 2025, and (3) our next three most highly compensated executive officers who were serving at the end of fiscal year 2025, all of whom together are collectively referred to as named executive officers (or NEOs) for fiscal year 2025:

  57. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary (1) | Bonus | Stock Awards (2) | Option Awards (3) | Non-Equity Incentive Plan Compensation (4) | Change in Pension Value and Non- Qualified Deferred Comp. Earnings | All Other Compensation (5)(6)(7) | Total | | James J. Barber, Jr. President & Chief Executive Officer | 2025 | $292,308 | – | $2,937,800 | – | – | – | $58,244 | $3,288,352 | | Phillip Holloman Former Interim Executive Chairman, President & Chief Executive Officer | 2025 | $437,221 | – | $675,005 | – | – | – | $317,339 | $1,429,565 | | Kim Scott Former President & Chief Executive Officer | 2025 | $451,827 | – | $2,867,936 | $900,001 | – | – | $8,469,797 | $12,689,561 | | | 2024 | $925,000 | – | $6,131,213 | $3,362,509 | – | – | $30,232 | $10,448,954 | | | 2023 | $775,000 | – | $1,225,058 | $525,014 | $627,792 | – | $29,044 | $3,181,908 | | Kelly C. Janzen Former EVP & Chief Financial Officer | 2025 | $366,000 | – | $1,712,437 | $250,001 | – | – | $19,799 | $2,348,237 | | Rick T. Dillon Former EVP & Chief Financial Officer | 2025 | $249,577 | – | $796,662 | $250,004 | – | – | $1,781,757 | $3,078,000 | | | 2024 | $618,000 | – | $1,388,153 | $875,003 | – | – | $82,949 | $2,964,104 | | | 2023 | $613,846 | – | $595,043 | $255,016 | $375,460 | – | $269,170 | $2,108,535 | | William J. Seward EVP & Chief Operating Officer | 2025 | $600,000 | $300,000 | $2,822,396 | $300,000 | – | – | $18,073 | $4,040,469 | | André C. Bouchard EVP & Chief Legal Officer, General Counsel & Corporate Secretary | 2025 | $347,308 | $250,000 | $844,314 | $150,001 | – | – | $199,826 | $1,791,449 | | Grant Shih Former EVP & Chief Technology Officer | 2025 | $400,000 | – | $685,062 | $100,004 | – | – | $19,176 | $1,204,242 | | | 2024 | $388,462 | – | $504,561 | $300,006 | – | – | $26,613 | $1,219,642 | | | 2023 | $270,385 | $100,000 | – | – | $115,116 | – | $12,631 | $498,132 |

  58. SUMMARY COMPENSATION TABLE

    ________________ (1)Salary reflects actual salary paid to each NEO during the fiscal years ended September 29, 2023 (referred to herein as fiscal year 2023), September 27, 2024 (referred to herein as fiscal year 2024) and October 3, 2025 (referred to herein as fiscal year 2025). (2)Includes the aggregate grant date fair value of restricted stock units and performance stock units granted in fiscal year 2023, 2024 and 2025 computed in accordance with ASC Topic 718. For additional information on the valuation assumptions, refer to “Note 12 – Share-Based Compensation” to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended October 3, 2025. (3)Includes the aggregate grant date fair value of stock options computed in accordance with ASC Topic 718. For additional information on the valuation assumptions, refer to “Note 12 – Share-Based Compensation” to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended October 3, 2025.

  59. SUMMARY COMPENSATION TABLE

    | | 2026 Proxy Statement | 52 |

  60. SUMMARY COMPENSATION TABLE

    (4)Represents fiscal year 2023, 2024 and 2025 payments made under the Management Incentive Bonus Plan. (i)The aggregate incremental cost to the company for the following perquisites: car allowance ($0 for Mr. Barber, $0 for Mr. Holloman, $6,600 for Ms. Scott, $8,123 for Ms. Janzen, $5,585 for Mr. Dillon, $13,200 for Mr. Seward, $9,138 for Mr. Bouchard, and $13,200 Mr. Shih), premium payments for disability insurance, premium payments for an excess health insurance plan, payments for an annual executive physical program, and reimbursement for financial planning fees incurred up to $7,500 per year. (ii)Relocation, temporary living and related tax gross up costs incurred by the company in the total amount of $54,564 for Mr. Barber ($38,445 for relocation cost and $16,118 for related tax-gross ups) and the total amount of $176,355 for Mr. Bouchard ($162,273 for relocation cost and $14,082 for related tax-gross ups) in connection with their relocation to the Atlanta area provided in accordance with the Company’s executive relocation program. (iii)Premium payments for a term life insurance benefit provided to each named executive officer as follows: $277 for Mr. Barber, $0 for Mr. Holloman, $450 for Ms. Scott, $554 for Ms. Janzen, $381 for Mr. Dillon, $900 for Mr. Seward, $658 for Mr. Bouchard, and $900 for Mr. Shih. (iii)Amounts that constitute the Company matching contribution to the Company’s 401(k) Plan for fiscal year 2025 in the amount of $1,315 for Mr. Shih. (iv)Cash severance payments and certain other benefits (including accrued/unused vacation benefits) in the total amount of $8,417,345 for Ms. Scott (including $4,080,191 representing the value of pro-rated vesting of outstanding LTI Awards), $1,783,453 for Mr. Dillon (including $603,241 representing the value of pro-rated vesting of outstanding LTI Awards) provided in connection with their respective separation and general release agreements. The separation payments and certain other benefits for each separated named executive officer are more fully described under the “Employment Agreements and Potential Post-Employment Benefits” section beginning on page 62. (v)Amounts payable to Mr. Holloman for his service on the Board and in his role as Board Chairman of Vestis during the periods in fiscal year 2025 in which he was not serving as an employee of the Company, consisting of (A) annual cash retainer payments of $117,333 and (B) the 2025 Annual LTI Award for the Board Chairman of Vestis in the amount of $200,006 granted on January 28, 2025 and which represents the grant date fair value of stock awards calculated in accordance with Accounting Standards Codification (“ASC”) Topic 718 “Stock Compensation” (“ASC Topic 718”) based on the closing stock price of Vestis common stock on the grant date. (6)The following amounts are included in the “All Other Compensation” column for fiscal year 2024: (i)The aggregate incremental cost to the company for the following perquisites: car allowance ($13,200 for Ms. Scott, Mr. Dillon and Mr. Shih), premium payments for disability insurance, premium payments for an excess health insurance plan, payments for an annual executive physical program, and reimbursement for financial planning fees incurred up to $7,500 per year. Also includes $47,200 for relocation costs incurred by the Company for Mr. Dillon ($31,838 for relocation cost and $15,362 for related tax-gross ups). (ii)Premium payments for a term life insurance benefit provided to each executive as follows: $1,242 for Ms. Scott and Mr. Dillon, and $607 for Mr. Shih. (iii)Amounts that constitute the Company matching contribution to the Company’s 401(k) Plan for fiscal year 2024 in the amount of $9,900 for each of Ms. Scott and Mr. Dillon and $8,585 for Mr. Shih. (7)The following amounts are included in the “All Other Compensation” column for fiscal year 2023: (i)The aggregate incremental cost to the company for the following perquisites: car allowance ($13,200 for Ms. Scott and Mr. Dillon and $9,646 for Mr. Shih), premium payments for disability insurance, premium payments for an excess health insurance plan, payments for an annual executive physical program, and reimbursement for financial planning fees incurred up to $7,500 per year. Also includes $229,653 for relocation costs incurred by the Company for Mr. Dillon ($154,171 for relocation cost and $75,482 for related tax-gross ups). (ii)Premium payments for a term life insurance benefit provided to each executive as follows: $1,242 for Ms. Scott and Mr. Dillon, and $411 for Mr. Shih. (iii)Amounts that constitute the Company matching contribution to the Company’s 401(k) Plan for fiscal year 2023 in the amount of $9,150 for each of Ms. Scott and Mr. Dillon and $0 for Mr. Shih.

  61. SUMMARY COMPENSATION TABLE

    | | 2026 Proxy Statement | 53 |

  62. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2025

    GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2025 The following table sets forth certain information regarding all grants of plan-based awards (equity and non-equity) granted to our NEOs during fiscal year 2025.

  63. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2025

    | Name | Award Type (1) | Grant Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards (2) ($) | | | Estimated Future Payouts under Equity Incentive Plan Awards (#) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards (3) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Barber | MIB Plan | | – | – | – | | | | | | | | | | RSUs (6) | 6/2/2025 | | | | | | | 478,469 | | | $2,937,800 | | Holloman | MIB Plan | | – | – | – | | | | | | | | | | RSUs (6) | 3/20/2025 | | | | | | | 66,503 | | | $675,005 | | Scott | MIB Plan | | $578,125 | $1,156,250 | $2,312,500 | | | | | | | | | | NQSOs (4) | 11/29/2024 | | | | | | | | 160,428 | $16.08 | $900,001 | | | PSUs (5) | 11/29/2024 | | | | 55,971 | 111,941 | 223,882 | | | | $1,967,923 | | | RSUs (6) | 11/29/2024 | | | | | | | 55,971 | | | $900,014 | | Janzen | MIB Plan | | $228,750 | $457,500 | $915,000 | | | | | | | | | | NQSOs (4) | 3/1/2025 | | | | | | | | 60,533 | $11.85 | $250,001 | | | PSUs (5) | 3/1/2025 | | | | 21,098 | 42,195 | 84,390 | | | | $546,425 | | | RSUs (6) | 3/1/2025 | | | | | | | 21,098 | | | $250,011 | | | RSUs (6) | 8/25/2025 | | | | | | | 200,000 | | | $916,000 | | Dillon | MIB Plan | | $231,750 | $463,500 | $927,000 | | | | | | | | | | NQSOs(4) | 11/29/2024 | | | | | | | | 44,564 | $16.08 | $250,004 | | | PSUs(5) | 11/29/2024 | | | | 15,548 | 31,095 | 62,190 | | | | $546,650 | | | RSUs(6) | 11/29/2024 | | | | | | | 15,548 | | | $250,012 | | Seward | MIB Plan | | $225,000 | $450,000 | $900,000 | | | | | | | | | | RSUs | 10/1/2024 | | | | | | | 101,558 | | | $1,500,012 | | | NQSOs | 11/29/2024 | | | | | | | | 53,476 | $16.08 | $300,000 | | | PSUs | 11/29/2024 | | | | 18,657 | 37,314 | 74,628 | | | | $655,980 | | | RSUs | 11/29/2024 | | | | | | | 18,657 | | | $300,005 | | | RSUs | 8/25/2025 | | | | | | | 80,000 | | | $366,400 | | Bouchard | MIB Plan | | $157,500 | $315,000 | $630,000 | | | | | | | | | | NQSOs (4) | 2/1/2025 | | | | | | | | 30,738 | $13.98 | $150,001 | | | PSUs (5) | 2/1/2025 | | | | 10,730 | 21,460 | 42,920 | | | | $327,909 | | | RSUs (6) | 2/1/2025 | | | | | | | 10,730 | | | $150,005 | | | RSUs (6) | 8/25/2025 | | | | | | | 80,000 | | | $366,400 | | Shih | MIB Plan | | $100,000 | $200,000 | $400,000 | | | | | | | | | | NQSOs (4) | 11/29/2024 | | | | | | | | 17,826 | $16.08 | $100,004 | | | PSUs (5) | 11/29/2024 | | | | 6,219 | 12,438 | 24,876 | | | | $218,660 | | | RSUs (6) | 11/29/2024 | | | | | | | 6,219 | | | $100,002 | | | RSUs(6) | 8/25/2025 | | | | | | | 80,000 | | | $366,400 |

  64. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2025

    __________________ (1)MIB = Management Incentive Bonus (Annual Bonus Plan); NQSOs = Non-Qualified Stock Options; PSUs = Performance Stock Units; RSUs = Restricted Stock Units. (2)The amounts represent the Threshold, Target, and Maximum payouts under the MIB Plan based on the applicable target incentive and annual base salary in effect for the fiscal year 2025 performance period. (3)This column shows the full grant date fair value of non-qualified stock options, performance stock units and restricted stock units granted to our NEOs in fiscal year 2025 under ASC Topic 718. The grant date fair value for performance stock units granted in fiscal year 2025 assumes achievement of the target amount. For additional information on the valuation assumptions, refer to “Note 12 –

  65. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2025

    | | 2026 Proxy Statement | 54 |

  66. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2025

    Share-Based Compensation” to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ending October 3, 2025. These amounts do not correspond to the actual value that will be received by our NEOs. (4)The NQSOs granted for fiscal 2025 under the Vestis 2023 LTI Plan generally will vest equally over three years (1/3rd per year) on each anniversary of the grant date, and have a ten-year term, subject to the grantee’s continued employment with the Company (subject to the terms of the applicable employment agreement). (5)The PSUs granted for fiscal 2025 under the Vestis 2023 LTI Plan will cliff vest on October 1, 2027 (representing a three-year vesting period), based on actual results achieved against the performance metrics and weightings established for the three-year performance period ending October 1, 2027, subject to the grantee’s continued employment with the Company (subject to the terms of the applicable employment agreement). (6)The RSUs granted for fiscal 2025 under the Vestis 2023 LTI Plan generally vest equally over three years (1/3rd per year) on each anniversary of the grant date, subject to the grantee’s continued employment with the Company (subject to the terms of the applicable employment agreement). The retention RSUs granted on August 25, 2025 will vest 2/3rds after the second anniversary of the grant date, and 1/3rd after the third anniversary of the grant date, subject to the grantee’s continued employment with the Company (subject to the terms of the applicable employment agreement). The RSUs granted to Mr. Holloman in connection with his employment as interim Executive Chairman, President and Chief Executive Officer will vest in three equal annual installments beginning on the first anniversary of the date of grant. Any unvested RSUs granted to Mr. Holloman in connection with his employment as interim Executive Chairman, President and Chief Executive Officer were subject to forfeiture upon the termination of Mr. Holloman’s employment with Vestis as interim Executive Chairman, President and Chief Executive Officer and remain subject to forfeiture upon termination of Mr. Holloman’s service as a Board member, other than as a result of termination by the Company without “cause,” as defined under the terms of his Vestis offer letter, which is summarized under the “Employment Agreements and Potential Post-Employment Benefits” section beginning on page 62.

  67. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2025

    | | 2026 Proxy Statement | 55 |

  68. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table sets forth certain information regarding outstanding equity awards held by our NEOs at 2025 fiscal year-end.

  69. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | Name | Award Type | Grant Date | Option Awards | | | | Stock Awards | | | | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 ($) | | Barber | RSUs | 6/2/2025 | | | | | 478,469 | $2,416,288 | | | | Holloman | RSUs | 3/20/2025 | | | | | 66,503 | $335,840 | | | | Scott | PSUs | 10/2/2023 | | | | | | | 97,735 | $493,562 | | | PSUs | 10/2/2023 | | | | | | | 45,203 | $228,275 | | | PSUs | 12/6/2023 | | | | | | | 79,197 | $399,945 | | | PSUs | 11/29/2024 | | | | | | | 51,492 | $260,035 | | Janzen | NQSOs | 3/1/2025 | | 60,533 | $11.85 | 3/1/2035 | | | | | | | PSUs | 3/1/2025 | | | | | | | 42,195 | $213,085 | | | RSUs | 3/1/2025 | | | | | 21,098 | $106,545 | | | | | RSUs | 8/25/2025 | | | | | 200,000 | $1,010,000 | | | | Dillon | PSUs | 10/2/2023 | | | | | | | 16,986 | $85,779 | | | PSUs | 12/6/2023 | | | | | | | 11,478 | $57,964 | | | PSUs | 11/29/2024 | | | | | | | 2,317 | $11,701 | | Seward | NQSOs | 11/29/2024 | | 53,476 | $16.08 | 11/29/2034 | | | | | | | PSUs | 11/29/2024 | | | | | | | 37,515 | $189,449 | | | RSUs | 10/1/2024 | | | | | 68,070 | $343,754 | | | | | RSUs | 11/29/2024 | | | | | 18,757 | $94,725 | | | | | RSUs | 8/25/2025 | | | | | 80,000 | $404,000 | | | | Bouchard | NQSOs | 2/1/2025 | | 30,738 | $13.98 | 2/1/2035 | | | | | | | PSUs | 2/1/2025 | | | | | | | 21,529 | $108,720 | | | RSUs | 2/1/2025 | | | | | 10,764 | $54,360 | | | | | RSUs | 8/25/2025 | | | | | 80,000 | $404,000 | | | | Shih | NQSOs | 10/2/2023 | | 32,000 | $20.41 | 10/2/2033 | | | | | | | NQSOs | 12/6/2023 | 4,924 | 9,848 | $18.63 | 12/6/2033 | | | | | | | NQSOs | 11/29/2024 | | 17,826 | $16.08 | 11/29/2034 | | | | | | | PSUs | 10/2/2023 | | | | | | | 11,929 | $60,239 | | | PSUs | 12/6/2023 | | | | | | | 10,892 | $55,003 | | | PSUs | 11/29/2024 | | | | | | | 12,505 | $63,150 | | | RSUs | 12/6/2023 | | | | | 3,631 | $18,337 | | | | | RSUs | 11/29/2024 | | | | | 6,252 | $31,575 | | | | | RSUs | 8/25/2025 | | | | | 80,000 | $404,000 | | |

  70. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    __________________ (1)Market or Payout Values are reported based on the Company’s closing stock price of $5.05 per share on October 3, 2025. (2)NQSOs granted during fiscal years 2024 and 2025 are time vesting, which vest equally over three years (1/3rd per year) on each anniversary of the grant date. NQSOs granted during fiscal 2023 are time vesting, which vest equally over four years (1/4th per year) on each anniversary of the grant date. Vesting in each case is subject to the NEO’s continued employment with the Company, with certain exceptions (disability, retirement or death and are subject to the terms of the applicable employment agreement). See “Potential Post-Employment Benefits.” All NQSOs will expire ten years after the grant date. (3)RSUs granted during fiscal years 2024 and 2025 generally vest equally over three years (1/3rd per year) on each anniversary of the grant date. RSUs granted in fiscal year 2023 generally vest equally over four years (1/4th per year) on each anniversary of the grant

  71. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

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  72. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    date. Vesting in each case is subject to the NEO’s continued employment with the Company, with certain exceptions (disability, retirement or death and are subject to the terms of the applicable employment agreement). See “Potential Post-Employment Benefits.” The number of RSUs listed includes dividend equivalents accrued with respect to such award. (4)PSUs granted during fiscal years 2024 and 2025 are cliff-vesting and will vest at the end of the applicable three-year performance period based on performance results achieved. PSUs granted in fiscal year 2023 were modified as a result of the Separation and are subject to performance metrics and weightings established for a new two-year performance period consisting of fiscal year 2024 and fiscal year 2025. PSU awards vest between 50% and 200% of target amount based on actual performance achieved during the performance period, assuming the threshold performance requirement is met. PSUs are not eligible to vest prior to the end of the performance period. Vesting in each case is subject to the NEO’s continued employment with the Company, with certain exceptions (disability, retirement or death and are subject to the terms of the applicable employment agreement). See “Potential Post-Employment Benefits.” PSUs accrue dividend equivalent units that are delivered only upon vesting of the underlying shares and such dividend equivalent units are included in the table. (5)If a participant’s service with the Company or any of its subsidiaries terminates due to retirement (as defined in each grant agreement at age 60 with at least five years of service), the next installment of NQSOs and RSUs that are scheduled to vest on the next vesting date following such termination will immediately vest. With regards to PSUs, a participant is eligible to vest in a portion of the award proportionate to the timing of the retirement and performance period (subject to achievement of the performance targets). In addition, if a participant’s service with the Company or any of its subsidiaries terminates due to retirement with notice (as defined in each grant agreement), the outstanding unvested equity awards will remain outstanding and eligible to vest on their original terms (with vesting of performance based equity incentives to remain subject to the achievement of the relevant performance conditions), without regard to a requirement that the executive remain in service with the Company. Additionally, in such event of retirement with notice, any vested NQSOs would remain exercisable for up to three years following the later of such retirement with notice or applicable vesting date. For information on the value of equity awards which would have vested upon retirement as of the end of fiscal 2025, see the table of estimated payments presented in “Potential Post-Employment Benefits.”

  73. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

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  74. OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2025

    OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2025 The following table sets forth information regarding the number of shares acquired, and the value realized as a result of option exercises by NEOs and the value of any stock awards that vested for an NEO during fiscal year 2025.

  75. OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise (1) | Number of Shares Acquired on Vesting (2)(3) | Value Realized on Vesting | | James J. Barber, Jr. | – | – | – | – | | Phillip Holloman (4) | – | – | 10,639 | $171,288 | | Kim Scott | – | – | 138,050 | $1,684,919 | | Kelly C. Janzen | – | – | – | – | | Rick T. Dillon | – | – | 20,595 | $299,882 | | William J. Seward | – | – | 34,034 | $154,174 | | André C. Bouchard | – | – | – | – | | Grant Shih | – | – | 1,805 | $29,422 |

  76. OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2025

    __________________ (1)Value realized upon the exercise of any stock options and the vesting of any stock awards during the fiscal year is calculated based upon the closing price of the Company’s common stock on the NYSE on the exercise date or vesting date, as applicable. (2)This column includes restricted stock units that vested during the fiscal year. For restricted stock units, the number of shares acquired on vesting includes dividend equivalents. (3)For each NEO, shares distributed upon vesting of restricted stock units were net of amounts withheld related to provide for required tax withholding. (4)The stock award amount for Mr. Holloman represents the Annual LTI Award granted on February 16, 2024 for his service on Vestis’ Board of Directors that vested on January 27, 2025.

  77. PENSION BENEFITS FOR FISCAL 2025

    PENSION BENEFITS FOR FISCAL 2025 None of our named executive officers participated in a Company provided defined benefit pension plan during fiscal 2025.

  78. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2025

    NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2025 Our named executive officers are eligible to participate in Vestis’ Deferred Compensation Plan (the “Deferred Compensation Plan”) during fiscal 2025. The Deferred Compensation Plan, a non-qualified plan, was adopted by the Compensation Committee on November 28, 2023, and became effective January 1, 2024, for deferrals of remuneration and compensation otherwise payable for periods after (or equity-based awards granted after) December 31, 2023. The Compensation Committee amended the Deferred Compensation Plan effective April 28, 2025 to provide for deferral of Annual Cash Retainers earned and payable to directors in 2026 or thereafter in the form of deferred restricted stock unit awards or similar awards under the Company’s 2023 Long-Term Incentive Plan (“LTIP”). Participation in and aggregate account balances for the Deferred Compensation Plan for fiscal 2025 is set forth below.

  79. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2025

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  80. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2025

    | Name | Executive Contributions in FY25 (1) ($) | Registrant Contributions in FY25 ($) | Aggregate Earnings in FY25 (2) ($) | Aggregate Withdrawals/ Distributions in FY25 ($) | Aggregate Balance at Last FYE ($) | | Phillip Holloman (3) | $288,621 | – | $10,224 | – | $265,672 | | Rick T. Dillon | $12,479 | – | $1,941 | – | $37,511 |

  81. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2025

    (1)Amounts reported in this column were deferred under the Vestis Deferred Compensation Plan during fiscal 2025; such amounts are included in the named executive officer’s salary (and annual cash retainer payments reported in “All Other Compensation” in the case of Mr. Holloman) amount in the “Summary Compensation Table” above. Amounts reported also include any RSUs deferred under the the Vestis Deferred Compensation Plan during fiscal 2025. (2)Amounts reported in this column are not considered to be at “above-market” rates under the applicable SEC rules and were therefore not included in the “Summary Compensation Table” above. (3)Amount reported for Mr. Holloman represents the deferral of annual cash retainer payments earned in connection with Mr. Holloman’s service on the Board of Vestis and in his role as Board Chairman and his Annual LTI Award granted on February 16, 2024 in the form of 10,639 RSUs that were vested and deferred on January 28, 2025 under the Vestis Deferred Compensation Plan during fiscal 2025.

  82. Employment Agreements and Offer Letters

    Employment Agreements and Offer Letters We use employment agreements and offer letters to attract and/or retain certain executive officers. The Compensation Committee, with assistance from our human resources department and legal counsel, establishes and negotiates the terms of our executive employment arrangements, which may take the form of an executive employment agreement or an offer letter. Agreements with Kim Scott - Former President and Chief Executive Officer The Company entered into an amended and restated Employment Agreement with Kim Scott, the Company’s former President and Chief Executive Officer, dated as of April 2, 2024. Under the terms of the Employment Agreement with Ms. Scott, Ms. Scott was entitled to the following: •Ms. Scott served as the Company’s President and Chief Executive Officer; •Ms. Scott’s initial annual base salary under the Employment Agreement was $925,000 and her target annual MIB bonus opportunity was 125% of her base salary; and •Ms. Scott was also entitled to receive an annual LTI equity or equity-based award under the LTI plan with a target grant value of $3,600,000, subject to approval by the Compensation Committee. The actual annual MIB bonuses payable to Ms. Scott for any year would be determined and paid based on the terms of the company’s MIB plan, including based on satisfaction of applicable performance targets and goals as apply thereunder for the applicable year. Ms. Scott was also eligible for a monthly car allowance in the amount of $1,100, reimbursement for financial planning services and participation in the company’s matching gifts program and was eligible to participate in standard employee benefits and the Company’s Executive Benefits and Perquisites Program described above. Under Ms. Scott’s Employment Agreement, upon a termination due to death or disability (as defined in the Employment Agreement), Ms. Scott was entitled to any accrued amounts and a pro-rated portion of the annual MIB bonus that Ms. Scott would have received for the year of termination had the termination date not occurred, taking into account satisfaction of any applicable performance conditions (the “Pro-Rated Annual Bonus”) and, pro-rata vesting of outstanding LTI equity as described below. Under Ms. Scott’s Employment Agreements, upon a termination by the company for any reason other than “cause” or by Ms. Scott for “good reason” (as such terms are defined in Ms. Scott’s Employment Agreement), other than under circumstances constituting a “qualifying termination” (as defined below), and subject to execution of a release, Ms. Scott would have been entitled to: •A lump sum payment equal to Ms. Scott’s Pro-Rated Annual Bonus, payable at the same time that annual MIB bonuses are otherwise paid to executives who have not terminated employment;

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  84. Employment Agreements and Offer Letters

    •A payment equal to the cost of COBRA premiums for medical, dental and vision for 24 months, payable in regular installments over 24 months; •Outplacement services for up to 24 months following termination. Ms. Scott was also entitled to pro-rated vesting of outstanding equity or equity-based awards that would otherwise have vested in the vesting period in which the termination date occurs, determined as if the award vested on a daily basis and determined based on the number of days in the vesting period prior to the termination date (plus an additional 365 or 366 days) over the total number of days in the vesting period (but no more than the total number of shares that would have otherwise vested during the applicable vesting period). The pro-rata portion of any performance-based equity awards would remain subject to satisfaction of applicable performance targets. Under Ms. Scott’s Employment Agreement, upon a “qualifying termination,” meaning (a) a termination within two years after a change of control by the company or its successor without cause or by Ms. Scott for good reason or (b) within six months prior to the change of control at the request of a third party involved in a change of control or otherwise in connection with or in anticipation of a change of control (which termination is referred to as an “anticipatory change of control termination”), and, in any case, subject to the execution of a release, Ms. Scott would be entitled to: •Base salary plus target bonus for 30 months, generally payable in a lump sum; •A lump sum payment equal to the Ms. Scott’s pro-rata target annual MIB bonus for the year in which the termination occurs; •A lump sum payment equal to the cost of COBRA premiums for medical, dental and vision for 30 months; •A lump sum payment equal to Ms. Scott’s car allowance for 30 months; and •Outplacement services for up to 30 months following termination. In the event of a qualifying termination, Ms. Scott’s LTI equity awards would be treated in accordance with the terms of the applicable plans and agreements. In the event of an anticipatory change of control termination, however, Ms. Scott’s equity and equity-based awards would remain outstanding until the earliest of the date that is six months after the termination, the date a change of control occurs or the expiration date of the award. Ms. Scott was not entitled to duplicate benefits for both a termination prior to a change of control and a qualifying termination. The Employment Agreements required that Ms. Scott enter into a restrictive covenant agreement that provides for perpetual non-disclosure and non-disparagement covenants, and post-employment noncompetition, non-solicitation and non-hire covenants for 24 months after termination. On March 18, 2025, the Board of Directors of the Company determined that Kim Scott would leave her positions with the Company, effective March 18, 2025. In connection with the termination of her employment, Ms. Scott also resigned from the Company’s Board of Directors on March 18, 2025. As of April 24, 2025, Ms. Scott and the Company entered into a Separation Agreement and Waiver and Release, pursuant to which Ms. Scott entered into a standard waiver and release of claims and received such separation benefits as were consistent with a termination under her Employment Agreement other than for cause, as described above. Offer Letter with Phillip Holloman – Former Interim Executive Chairman, President and Chief Executive Officer On March 18, 2025, the Company appointed Phillip Holloman, Chairman of the Board of Directors of the Company since September 2023, as interim Executive Chairman, President and Chief Executive Officer, effective March 18, 2025. In connection with this appointment, Mr. Holloman entered into an offer letter with the Company, dated March 18, 2025 (the “Holloman Offer Letter”). Pursuant to the Holloman Offer Letter, Mr. Holloman was entitled to receive, among other things, cash compensation in the amount of $125,000 per month while employed as Interim Executive Chairman, President and

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  86. Employment Agreements and Offer Letters

    Chief Executive Officer. In addition, pursuant to the Holloman Offer Letter, Mr. Holloman was entitled to participate in the Company’s LTIP and to receive periodic grants of RSUs as follows: •RSUs with a value of $675,000 on March 20, 2025 (based on the closing price of the Company’s common stock on that date); and •commencing June 20, 2025 and on the 20th day of each month thereafter (each an “Interim CEO Grant Date”) provided that he remained in the position of interim Executive Chairman, President and Chief Executive Officer as of the applicable Interim CEO Grant Date, RSUs with a value of $225,000 (based on the closing price of the Company’s common stock on the applicable Interim CEO Grant Date or, if not a trading date, the prior trading date). The RSUs granted under the Holloman Offer Letter are subject to forfeiture upon termination of Mr. Holloman’s service with the Company as both interim Executive Chairman, President and Chief Executive Officer and as a board member, other than as a result of termination by the Company without “cause”. “Cause” for purposes of the Holloman Offer Letter will be as defined in the Company’s LTIP and service as board member will be considered to be terminated without “cause” if: •Mr. Holloman is nominated for election as a director at a meeting of stockholders at which directors are to be elected and is not elected (or resigns from the Board of Directors following such a meeting of stockholders at which he does not receive a majority of votes cast); •or the Board of Directors does not nominate Mr. Holloman for election as a director at any meeting of stockholders at which directors are to be elected. Treatment of the RSUs granted pursuant to the Holloman Offer Letter upon change of control, death and disability was to be consistent with the Company’s most recently issued restricted stock unit awards. On May 5, 2025, the Company appointed James J. Barber, Jr., as the permanent President and Chief Executive Officer, effective as of June 2, 2025. Accordingly, Mr. Holloman ceased serving as the Company’s interim Executive Chairman, President and Chief Executive Officer as of June 1, 2025. Employment Agreement with James J. Barber, Jr. – President and Chief Executive Officer The Company and James J. Barber, Jr. entered into an Employment Agreement, dated May 5, 2025, which became effective as of June 2, 2025. Pursuant to Mr. Barber’s Employment Agreement, Mr. Barber is entitled to the following: •Mr. Barber will serve as the Company’s President and Chief Executive Officer; •Mr. Barber’s initial annual base salary under the Barber Employment Agreement will be $950,000; •Mr. Barber’s target annual MIB bonus opportunity will be 125% of his base salary, beginning with the Company’s 2026 fiscal year, with the actual annual bonus payable to Mr. Barber for any year being determined and paid based on the terms of the Company’s Management Incentive Plan, including based on satisfaction of applicable performance targets and goals as apply thereunder for the applicable year, to be paid to Mr. Barber in shares of Company common stock; and •Mr. Barber is entitled to receive an annual LTI equity or equity-based award under the LTI plan with a target grant value of $4,000,000, subject to approval by the Compensation Committee. The form, timing and terms of any such LTI plan awards to Mr. Barber will be determined in the sole discretion of the Compensation Committee and will be made at the same time as annual awards are made to similarly-situated executives of the Company; provided further that, for purposes of determining the vesting of such awards, “retirement” for Mr. Barber will be defined as the attainment of age 65 and the completion of at least 4 years of service with the Company. Under Mr. Barber’s Employment Agreement, in connection with the commencement of his employment, Mr. Barber was also entitled to receive an initial grant of restricted stock units under the LTIP with a value of $3,000,000, with vesting to occur on June 2, 2028, subject to Mr. Barber’s continued employment through such date (other than as a result of death).

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  88. Employment Agreements and Offer Letters

    Mr. Barber is also eligible to participate in the Company’s standard employee benefit plans maintained from time to time for similarly situated executives, including the Company’s relocation policy (which includes reimbursements for temporary lodging and related expenses in the Roswell, Georgia area for up to 3 months, with a monthly maximum of $10,000 per month). Mr. Barber, however, will not be entitled to participate in any termination or severance pay plan of the Company. Under Mr. Barber’s Employment Agreement, upon a termination of employment with the Company for any reason, he will be entitled to any accrued amounts (such as accrued but unpaid salary and vacation and benefits required by an applicable employee benefit plan or applicable law). Upon termination, Mr. Barber’s outstanding equity and equity-based awards will be treated in the manner provided in the LTIP and the applicable award agreements; provided, however, that in the case of an “anticipatory change in control” (as defined below), the equity awards will remain outstanding until the earliest of (a) 6 months after the termination date, (b) the date of a “change of control” (as defined in the LTIP), and (c) the expiration date of the award. Under Mr. Barber’s Employment Agreement, upon a termination of employment with the Company by reason of death, disability, termination by the Company for “cause” (as defined in the Employment Agreement) or termination by Mr. Barber without “good reason” (as defined in the Employment Agreement), Mr. Barber will be entitled only to the accrued amounts. Under Mr. Barber’s Employment Agreement, if Mr. Barber’s termination date occurs prior to June 2, 2029, as a result of a termination by the Company without cause or by Mr. Barber for good reason (and other than as a result of a “qualifying termination” as defined below), he will be entitled to the following payments and benefits (in addition to the accrued amounts), subject to the execution and non-revocation of a release: •a payment equal to the sum of 18 months of his base salary plus target bonus payable in accordance with the normal payroll practices of the Company ratably over 18 months; •a pro-rata portion of the annual bonus that would otherwise have been paid to him for the year of termination had the termination date not occurred, taking into account satisfaction of any applicable performance conditions, payable in a lump sum at the same time as annual bonuses for the year to which the pro-rata bonus relates are payable to similarly-situated executives of the Company whose termination date has not occurred; and •if he is eligible for and timely elects COBRA coverage, a monthly payment (each a “Benefit Payment”) equal to the amount of the applicable monthly premium for the COBRA coverage, which Benefit Payments will be payable for the lesser of 18 months following the termination date or the date on which the COBRA coverage terminates by its terms (the “COBRA Period”). Under Mr. Barber’s Employment Agreement, if Mr. Barber’s termination date occurs prior to June 2, 2029 as of the result of a “qualifying termination,” meaning termination of Mr. Barber’s employment (a) within 2 years after a change of control by the Company without cause or by Mr. Barber for good reason or (b) within 6 months prior to a change of control at the request of a third party involved in a change of control or otherwise in connection with or in anticipation of a change of control (which termination is referred to as an “anticipatory change of control termination”), he will be entitled to the following payments and benefits, subject, in any case, to Mr. Barber’s execution and non-revocation of a release: •a lump sum payment equal to 2 times the sum of his base salary and target bonus; •a lump sum payment equal to a pro-rata portion of his target bonus for the year in which the termination occurs; and •if he is eligible for and elects COBRA coverage, the Benefit Payments continue for the COBRA Period. Mr. Barber is not entitled to duplicate benefits for both a termination prior to a change of control and a qualifying termination. The Employment Agreement requires Mr. Barber to enter into a restricted covenant agreement that provides for perpetual non-disclosure and non-disparagement covenants and 18 months post-employment non-competition, non-solicitation and non-hire covenants.

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  90. Employment Agreements and Offer Letters

    Agreements with Rick T. Dillon – Former Executive Vice President and Chief Financial Officer The Company entered into an amended and restated Employment Agreement with Rick T. Dillon, the Company’s former Executive Vice President and Chief Financial Officer, dated as of April 2, 2024. Under the terms of the Employment Agreement with Mr. Dillon, Mr. Dillon was entitled to the following: •Mr. Dillon served as the Company’s Executive Vice President and Chief Financial Officer; •Mr. Dillon’s initial annual base salary under the Employment Agreement was $618,000 and his target annual MIB bonus opportunity was 75% of his base salary; and •Mr. Dillon was also entitled to receive an annual LTI equity or equity-based award under the LTI plan with a target grant value of $1,000,000, subject to approval by the Compensation Committee. The actual annual MIB bonuses payable to Mr. Dillon for any year was determined and paid based on the terms of the company’s MIB plan, including based on satisfaction of applicable performance targets and goals as apply thereunder for the applicable year. Mr. Dillon was also eligible for a monthly car allowance in the amount of $1,100, reimbursement for financial planning services and participation in the company’s matching gifts program and was eligible to participate in standard employee benefits and the company’s Executive Benefits and Perquisites Program described above. Under Mr. Dillon’s Employment Agreement, upon a termination due to death or disability (as defined in the Employment Agreement), Mr. Dillon was entitled to any accrued amounts and a pro-rated portion of the annual MIB bonus that Mr. Dillon would have received for the year of termination had the termination date not occurred, taking into account satisfaction of any applicable performance conditions (the “Pro-Rated Annual Bonus”) and, pro-rata vesting of outstanding LTI equity as described below. Under Mr. Dillon’s Employment Agreements, upon a termination by the company for any reason other than “cause” or by Mr. Dillon for “good reason” (as such terms are defined in Mr. Dillon’s Employment Agreement), other than under circumstances constituting a “qualifying termination” (as defined below), and subject to execution of a release, Mr. Dillon was entitled to: •Base salary plus target bonus for 12 months, payable in regular installments over 12 months; •A lump sum payment equal to Mr. Dillon’s Pro-Rated Annual Bonus, payable at the same time that annual MIB bonuses are otherwise paid to executives who have not terminated employment; •A payment equal to the cost of COBRA premiums for medical, dental and vision for 12 months, payable in regular installments over 12 months; •Continued car allowance for 12 months; and •Outplacement services for up to 12 months following termination. Mr. Dillon was also entitled to pro-rated vesting of outstanding equity or equity-based awards that would otherwise have vested in the vesting period in which the termination date occurs, determined as if the award vested on a daily basis and determined based on the number of days in the vesting period prior to the termination date over the total number of days in the vesting period (but no more than the total number of shares that would have otherwise vested during the applicable vesting period). The pro-rata portion of any performance-based equity awards was subject to satisfaction of applicable performance targets. Under Mr. Dillon’s Employment Agreement, upon a “qualifying termination,” meaning (a) a termination within two years after a change of control by the company or its successor without Cause or by Mr. Dillon for good reason or (b) within six months prior to the change of control at the request of a third party involved in a change of control or otherwise in connection

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  92. Employment Agreements and Offer Letters

    with or in anticipation of a change of control (which termination is referred to as an “anticipatory change of control termination”), and, in any case, subject to the execution of a release, Mr. Dillon would have been entitled to: •Base salary plus target bonus for 18 months, generally payable in a lump sum, •A lump sum payment equal to the Mr. Dillon’s pro-rata target annual MIB bonus for the year in which the termination occurs, •A lump sum payment equal to the cost of COBRA premiums for medical, dental and vision for 18 months, •A lump sum payment equal to Mr. Dillon’s car allowance for 18 months and •Outplacement services for up to 18 months following termination. In the event of a qualifying termination, Mr. Dillon’s LTI equity awards would have been treated in accordance with the terms of the applicable plans and agreements. In the event of an anticipatory change of control termination, however, Mr. Dillon’s equity and equity-based awards would have remained outstanding until the earliest of the date that is six months after the termination, the date a change of control occurs or the expiration date of the award. Mr. Dillon was not entitled to duplicate benefits for both a termination prior to a change of control and a qualifying termination. The Employment Agreements required that Mr. Dillon enter into a restrictive covenant agreement that provides for perpetual non-disclosure and non-disparagement covenants, and post-employment noncompetition, non-solicitation and non-hire covenants for 12 months after termination. On January 29, 2025, the Company determined that Mr. Dillon would leave his positions with the Company, effective February 14, 2025. As of February 20, 2025, Mr. Dillon and the Company entered into a Separation Agreement and Waiver and Release, pursuant to which Mr. Dillon entered into a standard waiver and release of claims and received such separation benefits as were consistent with a termination under his Employment Agreement other than for cause, as described above. Employment Agreement with Kelly C. Janzen – Former Executive Vice President and Chief Financial Officer The Company and Kelly C. Janzen, the Company’s former Executive Vice President and Chief Financial Officer, entered into an Employment Agreement, dated as of January 29, 2025. Pursuant to Ms. Janzen’s Employment Agreement, Ms. Janzen was entitled to the following: •Ms. Janzen served as the Company’s Executive Vice President and Chief Financial Officer; •Ms. Janzen’s initial annual base salary under the Employment Agreement was $610,000 and her target annual MIB bonus opportunity was 75% of her base salary; and •Ms. Janzen was also entitled to receive an annual LTI equity or equity-based award under the LTI plan with a target grant value of $1,000,000, subject to approval by the Compensation Committee. The actual annual bonuses payable for any year was determined and paid based on the terms of the Company’s Management Incentive Plan, including based on satisfaction of applicable performance targets and goals as apply thereunder for the applicable year. Ms. Janzen was also eligible for a monthly car allowance in the amount of $1,100, reimbursement for financial planning services and participation in the Company’s matching gifts program and was eligible to participate in standard employee benefits and the Company’s Executive Benefits and Perquisites Program described above. Under Ms. Janzen’s Employment Agreement, upon Ms. Janzen’s termination due to death or disability (as defined in the Employment Agreement), she was entitled to any accrued amounts and a pro-rated portion of the annual bonus that she would have received for the year of termination had the termination date not occurred, taking into account satisfaction of any applicable performance conditions (the “Pro-Rated Annual Bonus”). Under Ms. Janzen’s Employment Agreement, upon a termination by the Company for any reason other than “cause” or by her for “good reason” (as such terms are defined in the Employment Agreement), other than under circumstances

  93. Employment Agreements and Offer Letters

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  94. Employment Agreements and Offer Letters

    constituting a “qualifying termination” (as defined below), and subject to her execution of a release, Ms. Janzen would have been entitled to: •A lump sum payment equal to her Pro-Rated Annual Bonus, payable at the same time that annual bonuses are otherwise paid to executives who have not terminated employment; •A payment equal to the cost of COBRA premiums for medical, dental and vision for 12 months, payable in regular installments; •Continued car allowance for 12 months; and •Outplacement services for up to 12 months following termination. Under Ms. Janzen’s Employment Agreement, upon a “qualifying termination,” meaning (a) a termination within two years after a change of control by the Company or its successor without cause or by Ms. Janzen for good reason or (b) within 6 months prior to the change of control at the request of a third party involved in a change of control or otherwise in connection with or in anticipation of a change of control (which termination is referred to as an “anticipatory change of control termination”), and, in any case, subject to her execution of a release, Ms. Janzen would have been entitled to: •Base salary plus target bonus for 18 months, generally payable in a lump sum; •A lump sum payment equal to her pro-rata target annual bonus for the year in which the termination occurs; •A lump sum payment equal to the cost of COBRA premiums for medical, dental and vision for 18 months; •A lump sum payment equal to her car allowance for 18 months; and •Outplacement services for up to 18 months following termination. Under Ms. Janzen’s Employment Agreement, in the event of a qualifying termination, Ms. Janzen’s equity awards would have been treated in accordance with the terms of the applicable plans and agreements. In the event of an anticipatory change of control termination, however, her equity and equity-based awards would have remained outstanding until the earliest of the date that is 6 months after the termination, the date a change of control occurs or the expiration date of the award. She was not entitled to duplicate benefits for both a termination prior to a change of control and a qualifying termination. The Employment Agreement required Ms. Janzen to enter into a restrictive covenant agreement that provides for perpetual non-disclosure and non-disparagement covenants and 12-month post-employment noncompetition, non-solicitation and non-hire covenants. On December 10, 2025, Ms. Janzen provided notice of her decision to resign from the Company to pursue other opportunities. Ms. Janzen’s resignation was not a result of any disagreement with the Company or the Board of Directors of the Company regarding the Company’s operations, policies or practices. Ms. Janzen’s resignation was effective December 31, 2025. Ms. Janzen was not entitled to receive any separation benefits consistent with a termination by the executive for good reason in accordance with her Employment Agreement as described above. Employment Agreement with William J. Seward– Executive Vice President and Chief Operating Officer The Company and William J. Seward entered into an Employment Agreement, dated June 19, 2024. Under the terms of the Employment Agreement, Mr. Seward is entitled to following: •Mr. Seward serves as the Executive Vice President and Chief Operating Officer; •Mr. Seward’s initial annual base salary under the Employment Agreement will be $600,000 and his target annual MIB bonus opportunity will be 75% of his base salary; and

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  96. Employment Agreements and Offer Letters

    •Mr. Seward will also be entitled to receive an annual LTI equity or equity-based award under the LTI plan with a target grant value of $1,200,000, subject to approval by the Compensation Committee. Under Mr. Seward’s Employment Agreement, he was also entitled to receive a one-time cash sign on bonus of $300,000 on the same day on which the Company paid its annual bonuses for fiscal 2024 and, as of October 1, 2024, he was entitled to receive a one-time equity award of restricted stock units with a grant date value of $1,500,000 that vest ratably over three years on each anniversary of the grant date. The actual annual MIB bonuses payable to Mr. Seward for any year shall be determined and paid based on the terms of the company’s MIB plan, including based on satisfaction of applicable performance targets and goals as apply thereunder for the applicable year. Mr. Seward is also eligible for a monthly car allowance in the amount of $1,100, reimbursement for financial planning services and participation in the company’s matching gifts program and is eligible to participate in standard employee benefits and the company’s Executive Benefits and Perquisites Program described above. Under Mr. Seward’s Employment Agreement, upon a termination due to death or disability (as defined in the Employment Agreement), Mr. Seward is entitled to any accrued amounts and a pro-rated portion of the annual MIB bonus that Mr. Seward would have received for the year of termination had the termination date not occurred, taking into account satisfaction of any applicable performance conditions (the “Pro-Rated Annual Bonus”). Under Mr. Seward’s Employment Agreement, upon a termination by the company for any reason other than “cause” or by Mr. Seward for “good reason” (as such terms are defined in Mr. Seward’s Employment Agreement), other than under circumstances constituting a “qualifying termination” (as defined below), and subject to execution of a release, Mr. Seward would be entitled to: •Base salary plus target bonus for 12 months, payable in regular installments over 12 months; •A lump sum payment equal to Mr. Seward’s Pro-Rated Annual Bonus, payable at the same time that annual MIB bonuses are otherwise paid to executives who have not terminated employment; •A payment equal to the cost of COBRA premiums for medical, dental and vision for 12 months, payable in regular installments over 12 months; •Continued car allowance for 12 months; and •Outplacement services for up to 12 months following termination. Under Mr. Seward’s Employment Agreement, upon a “qualifying termination,” meaning (a) a termination within two years after a change of control by the company or its successor without cause or by Mr. Seward for good reason or (b) within six months prior to the change of control at the request of a third party involved in a change of control or otherwise in connection with or in anticipation of a change of control (which termination is referred to as an “anticipatory change of control termination”), and, in any case, subject to the execution of a release, Mr. Seward would be entitled to: •Base salary plus target bonus for 18 months, generally payable in a lump sum; •A lump sum payment equal to the Mr. Seward’s pro-rata target annual MIB bonus for the year in which the termination occurs; •A lump sum payment equal to the cost of COBRA premiums for medical, dental and vision for 18 months; •A lump sum payment equal to Mr. Seward’s car allowance for 18 months; and In the event of a qualifying termination, Mr. Seward’s LTI equity awards will be treated in accordance with the terms of the applicable plans and agreements. In the event of an anticipatory change of control termination, however, Mr. Seward’s equity and equity-based awards will remain outstanding until the earliest of the date that is six months after the termination,

  97. Employment Agreements and Offer Letters

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  98. Employment Agreements and Offer Letters

    the date a change of control occurs or the expiration date of the award. Mr. Seward is not entitled to duplicate benefits for both a termination prior to a change of control and a qualifying termination. The Employment Agreements requires that Mr. Seward enter into a restrictive covenant agreement that provides for perpetual non-disclosure and non-disparagement covenants, and post-employment noncompetition, non-solicitation and non-hire covenants for 12 months after termination. Employment Agreement with André C. Bouchard – Executive Vice President, Chief Legal Officer, General Counsel & Corporate Secretary The Company and André C. Bouchard entered into an Employment Agreement, dated January 6, 2025. Under the terms of the Employment Agreement, Mr. Bouchard is entitled to following: •Mr. Bouchard serves as the Executive Vice President, Chief Legal Officer, General Counsel & Corporate Secretary; •Mr. Bouchard’s initial annual base salary under the Employment Agreement will be $525,000 and his target annual MIB bonus opportunity will be 60% of his base salary; and •Mr. Bouchard will also be entitled to receive an annual LTI equity or equity-based award under the LTI plan with a target grant value of $600,000, subject to approval by the Compensation Committee. Under Mr. Bouchard’s Employment Agreement, he was also entitled to receive a one-time cash sign on bonus of $250,000 on or around March 1, 2025. The actual annual MIB bonuses payable to Mr. Bouchard for any year shall be determined and paid based on the terms of the company’s MIB plan, including based on satisfaction of applicable performance targets and goals as apply thereunder for the applicable year. Mr. Bouchard is also eligible for a monthly car allowance in the amount of $1,100, reimbursement for financial planning services and participation in the company’s matching gifts program and is eligible to participate in standard employee benefits and the company’s Executive Benefits and Perquisites Program described above. Under Mr. Bouchard’s Employment Agreement, upon a termination due to death or disability (as defined in the Employment Agreement), Mr. Bouchard is entitled to any accrued amounts and a pro-rated portion of the annual MIB bonus that Mr. Bouchard would have received for the year of termination had the termination date not occurred, taking into account satisfaction of any applicable performance conditions (the “Pro-Rated Annual Bonus”). Under Mr. Bouchard’s Employment Agreement, upon a termination by the company for any reason other than “cause” or by Mr. Bouchard for “good reason” (as such terms are defined in Mr. Bouchard’s Employment Agreement), other than under circumstances constituting a “qualifying termination” (as defined below), and subject to execution of a release, Mr. Bouchard would be entitled to: •Base salary plus target bonus for 12 months, payable in regular installments over 12 months; •A lump sum payment equal to Mr. Bouchard’s Pro-Rated Annual Bonus, payable at the same time that annual MIB bonuses are otherwise paid to executives who have not terminated employment; •A payment equal to the cost of COBRA premiums for medical, dental and vision for 12 months, payable in regular installments over 12 months; •Continued car allowance for 12 months; and Under Mr. Bouchard’s Employment Agreement, upon a “qualifying termination,” meaning (a) a termination within two years after a change of control by the company or its successor without cause or by Mr. Bouchard for good reason or (b) within six months prior to the change of control at the request of a third party involved in a change of control or otherwise in

  99. Employment Agreements and Offer Letters

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  100. Employment Agreements and Offer Letters

    connection with or in anticipation of a change of control (which termination is referred to as an “anticipatory change of control termination”), and, in any case, subject to the execution of a release, Mr. Bouchard would be entitled to: •A lump sum payment equal to the Mr. Bouchard’s pro-rata target annual MIB bonus for the year in which the termination occurs; •A lump sum payment equal to the cost of COBRA premiums for medical, dental and vision for 18 months; •A lump sum payment equal to Mr. Bouchard’s car allowance for 18 months; and •Outplacement services for up to 18 months following termination. In the event of a qualifying termination, Mr. Bouchard’s LTI equity awards will be treated in accordance with the terms of the applicable plans and agreements. In the event of an anticipatory change of control termination, however, Mr. Bouchard’s equity and equity-based awards will remain outstanding until the earliest of the date that is six months after the termination, the date a change of control occurs or the expiration date of the award. Mr. Bouchard is not entitled to duplicate benefits for both a termination prior to a change of control and a qualifying termination. Finally, the Employment Agreements requires that Mr. Bouchard enter into a restrictive covenant agreement that provides for perpetual non-disclosure and non-disparagement covenants, and post-employment noncompetition, non-solicitation and non-hire covenants for 12 months after termination. Agreements with Grant Shih - Former Executive Vice President and Chief Technology Officer The Company entered into an amended and restated Employment Agreement with Grant Shih, the Company’s former Executive Vice President and Chief Technology Officer, dated as of April 2, 2024. Under the terms of the Employment Agreement with Mr. Shih, Mr. Shih was entitled to following: •Mr. Shih served as the Company’s Executive Vice President and Chief Technology Officer; •Mr. Shih’s initial annual base salary under the Employment Agreement was $380,000 and his target annual MIB bonus opportunity was 50% of his base salary; and •Mr. Shih was also entitled to receive an annual LTI equity or equity-based award under the LTI plan with a target grant value of $400,000, subject to approval by the Compensation Committee. The actual annual MIB bonuses payable to Mr. Shih for any year were determined and paid based on the terms of the company’s MIB plan, including based on satisfaction of applicable performance targets and goals as apply thereunder for the applicable year. Mr. Shih was also eligible for a monthly car allowance in the amount of $1,100, reimbursement for financial planning services and participation in the company’s matching gifts program and is eligible to participate in standard employee benefits and the company’s Executive Benefits and Perquisites Program described above. Under Mr. Shih’s Employment Agreement, upon a termination due to death or disability (as defined in the Employment Agreement), Mr. Shih was entitled to any accrued amounts and a pro-rated portion of the annual MIB bonus that Mr. Shih would have received for the year of termination had the termination date not occurred, taking into account satisfaction of any applicable performance conditions (the “Pro-Rated Annual Bonus”). Under Mr. Shih’s Employment Agreement, upon a termination by the Company for any reason other than “cause” or by Mr. Shih for “good reason” (as such terms are defined in Mr. Shih’s Employment Agreement), other than under circumstances constituting a “qualifying termination” (as defined below), and subject to execution of a release, Mr. Shih would have been entitled to:

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  102. Employment Agreements and Offer Letters

    •A lump sum payment equal to Mr. Shih’s Pro-Rated Annual Bonus, payable at the same time that annual MIB bonuses are otherwise paid to executives who have not terminated employment; •A payment equal to the cost of COBRA premiums for medical, dental and vision for 12 months, payable in regular installments over 12 months; •Continued car allowance for 12 months; and •Outplacement services for up to 12 months following termination. Under Mr. Shih’s Employment Agreement, upon a “qualifying termination,” meaning (a) a termination within two years after a change of control by the Company or its successor without cause or by Mr. Shih for good reason or (b) within six months prior to the change of control at the request of a third party involved in a change of control or otherwise in connection with or in anticipation of a change of control (which termination is referred to as an “anticipatory change of control termination”), and, in any case, subject to the execution of a release, Mr. Shih would have been entitled to: •Base salary plus target bonus for 18 months, generally payable in a lump sum; •A lump sum payment equal to the Mr. Shih’s pro-rata target annual MIB bonus for the year in which the termination occurs; •A lump sum payment equal to the cost of COBRA premiums for medical, dental and vision for 18 months; •A lump sum payment equal to Mr. Shih’s car allowance for 18 months; and •Outplacement services for up to 18 months following termination. Under Mr. Shih’s Employment Agreement, in the event of a qualifying termination, Mr. Shih’s LTI equity awards would have been treated in accordance with the terms of the applicable plans and agreements. In the event of an anticipatory change of control termination, however, Mr. Shih’s equity and equity-based awards would have remained outstanding until the earliest of the date that is six months after the termination, the date a change of control occurs or the expiration date of the award. Mr. Shih was not entitled to duplicate benefits for both a termination prior to a change of control and a qualifying termination. Finally, the Employment Agreement required that Mr. Shih enter into a restrictive covenant agreement that provides for perpetual non-disclosure and non-disparagement covenants, and post-employment noncompetition, non-solicitation and non-hire covenants for 12 months after termination. On October 3, 2025, the Company determined Mr. Shih would leave his position with the Company, effective October 7, 2025. On October 6, 2025, Mr. Shih and the Company entered into a Separation Agreement and Waiver and Release, pursuant to which Mr. Shih entered into a standard waiver and release of claims and received such separation benefits as were consistent with a termination under his Employment Agreement other than for cause, as described above.

  103. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL The amount of compensation and benefits payable to Mr. Barber, Ms. Janzen, Mr. Seward and Mr. Bouchard in various termination situations has been estimated in the table below, which describes the potential payments and benefits upon employment termination for each executive as if his or her employment had terminated as of October 3, 2025, the last day of fiscal year 2025. On December 10, 2025, Ms. Janzen provided notice of her decision to resign from the Company to pursue other opportunities, effective December 31, 2025. Ms. Janzen was not entitled to receive any separation benefits consistent with a termination by the executive for good reason in accordance with her Employment Agreement. In addition, the table below reflects the actual amounts of compensation and benefits that were payable to: (1) Ms. Scott with respect to her termination without cause on March 18, 2025, (2) Mr. Dillon with respect to his termination without cause on February 14, 2025 and (3) Mr. Shih with respect to his termination without cause on October 6, 2025, which termination occurred after fiscal 2025 year-end but prior to the date of this proxy statement.

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  105. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    See the sections titled “Offer Letters” and “Employment Agreements” above for a description of the compensation and benefits payable to each of our named executive officers upon certain termination events. The actual amount of compensation and benefits payable in any termination event can only be determined at the time of the termination of each NEO’s employment with the company.

  106. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | Name | Retirement (1) | Death (2) | | Disability (3) | Termination for Cause | Termination Without Cause (4) | Change of Control (5) | | James J. Barber, Jr. | | | | | | | | | Cash Payment (Lump Sum) | – | | 1,000,000 | – | – | $1,187,500 | $5,462,500 | | Cash Payment (Over Time) | – | – | | – | – | $3,206,250 | – | | Acceleration of Unvested Equity (6) | – | $2,416,268 | | – | – | – | $2,416,268 | | Benefit Continuation (7) | – | – | | – | – | $549 | $732 | | Total | – | $3,416,268 | | – | – | $4,394,299 | $7,879,500 | | Kim Scott | | | | | | | | | Cash Payment (Lump Sum) | – | – | | – | – | – | – | | Cash Payment (Over Time) | – | – | | – | – | $4,162,500 | – | | Acceleration of Unvested Equity (6) | – | – | | – | – | $4,121,710 | – | | Benefit Continuation (7) | – | – | | – | – | $82,154 | – | | Total | – | – | | – | – | $8,366,364 | – | | Kelly C. Janzen | | | | | | | | | Cash Payment (Lump Sum) | – | | 1,000,000 | – | – | $457,500 | $2,058,750 | | Cash Payment (Over Time) | – | – | | – | – | $1,067,500 | – | | Acceleration of Unvested Equity (6) | – | $71,488 | | $71,488 | – | $35,973 | $1,329,630 | | Benefit Continuation (7) | – | – | | – | – | $21,975 | $32,962 | | Total | – | $1,071,488 | | $71,488 | – | $1,582,948 | $3,421,342 | | Rick T. Dillon | | | | | | | | | Cash Payment (Lump Sum) | – | – | | – | – | – | – | | Cash Payment (Over Time) | – | – | | – | – | $1,081,500 | – | | Acceleration of Unvested Equity (6) | – | – | | – | – | $599,726 | – | | Benefit Continuation (7) | – | – | | – | – | $36,916 | – | | Total | – | - | | – | – | $1,718,142 | – | | William J. Seward | | | | | | | | | Cash Payment (Lump Sum) | – | | 1,000,000 | – | – | $450,000 | $2,025,000 | | Cash Payment (Over Time) | – | – | | – | – | $1,050,000 | – | | Acceleration of Unvested Equity (6) | – | $280,989 | | $280,989 | – | $14,389 | $1,031,928 | | Benefit Continuation (7) | – | – | | – | – | $36,916 | $55,374 | | Total | – | $1,280,989 | | $280,989 | – | $1,551,305 | $3,112,302 | | André C. Bouchard | | | | | | | | | Cash Payment (Lump Sum) | – | | 1,000,000 | – | – | $315,000 | $1,575,000 | | Cash Payment (Over Time) | – | – | | – | – | $840,000 | – | | Acceleration of Unvested Equity (6) | – | $32,509 | | $32,509 | – | $14,389 | $567,081 | | Benefit Continuation (7) | – | – | | – | – | $36,916 | $55,374 | | Total | – | $1,032,509 | | $32,509 | – | $1,206,305 | $2,197,455 | | Grant Shih | | | | | | | | | Cash Payment (Lump Sum) | – | – | | – | – | – | – | | Cash Payment (Over Time) | – | – | | – | – | $600,000 | – | | Acceleration of Unvested Equity (6) | – | – | | – | – | $16,285 | – | | Benefit Continuation (7) | – | – | | – | – | $36,916 | – | | Total | – | – | | – | – | $653,201 | – |

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  108. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    (1)Retirement is defined under the Aramark 2013 Stock Plan and the Vestis 2023 Long Term Incentive Plan (the “LTI Plans”) as reaching age 60 with at least five years of service with the Company. As of October 3, 2025, none of our named executive officers met this definition for purposes of receiving the retirement vesting treatment under the terms of the LTI Plans on outstanding LTI awards. (2)The Cash Payment (Lump Sum) included in this column represents the amount payable under the Term Life Insurance Benefit provided to the Company’s executive officers. (3)Our named executive officers participate in the Company’s fully insured executive disability insurance policy as described above, which provides income replacement upon a qualifying disability where such benefits are paid directly by the insurance provider and not included herein. (4)“Termination Without Cause” means termination without cause (as defined in employment arrangements, if applicable) in the absence of a change of control. (5)Cash payments and benefit continuation included in this column will only be paid to or received by the named executive officers if they are terminated without cause (or, if applicable, resign for good reason) following a change of control (or they are terminated prior to such change of control either at the request of a party to the change of control transaction or otherwise in connection with or in anticipation of such change of control which subsequently occurs). Equity awards granted under the LTI Plans will vest if the NEO is terminated without cause (or, if applicable, resigns for good reason) during the two-year period following the change of control. With regard to performance-based equity, valuation is based on achieving target (100%) performance. (6)Represents acceleration of unvested stock options, restricted stock units and performance stock units that would vest upon the occurrence of the specified event. Calculations for Mr. Barber, Ms. Janzen, Mr. Seward and Mr. Bouchard are based upon a stock price of $5.05 per share, representing Vestis’ closing stock price of its common stock on the NYSE as of October 3, 2025. Calculations for Ms. Scott accelerated vesting amounts are based upon a stock price of $10.92 per share, representing Vestis’ closing stock price of its common stock on the NYSE as of March 18, 2025. Calculations for Mr. Dillon's accelerated vesting amounts are based upon a stock price of $13.65 per share, representing Vestis’ closing stock price of its common stock on the NYSE as of February 14, 2025. Calculations for Mr. Shih's accelerated vesting amounts are based upon a stock price of $5.07 per share, representing Vestis’ closing stock price of its common stock on the NYSE as of October 7, 2025. (7)Benefit continuation assumes the cost for continuation of the car allowance and the cost of benefits in connection with termination of employment for health insurance premiums, dental insurance premiums, vision insurance premiums based on insurance premium rates in effect at the end of fiscal year 2025. These amounts do not include the cost of outplacement services provided by the Company upon termination of employment.

  109. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

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  110. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the ratio of the annual total compensation of our chief executive officer to the annual total compensation of our median employee (referred to herein as the “CEO pay ratio”). As described in this proxy statement, Ms. Scott, Mr. Holloman and Mr. Barber each served as our chief executive officer during a portion of fiscal 2025. Accordingly, although we had three different chief executive officers during fiscal 2025, we believe using the annualized total compensation of Mr. Barber for fiscal 2025 is the appropriate amount to use for these purposes, because (i) he was serving as chief executive officer on October 3, 2025, the last day of fiscal 2025 and our measurement date for the median employee, and (ii) he is continuing to serve in the role of chief executive officer. The Company believes this ratio is a reasonable estimate, calculated as described below.

  111. PAY VERSUS PERFORMANCE (“PVP”)

    PAY VERSUS PERFORMANCE (“PVP”) As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed fiscal years. In determining the “Compensation Actually Paid” (CAP) to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. Due to the valuation component of CAP, the dollar amounts do not reflect the actual amounts of compensation earned or paid during the year. The PvP tables below summarize compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the fiscal years ending 2023, 2024 and 2025. Note that for our NEOs other than our CEO, compensation is reported as an average. The Company did not have a TSR for fiscal year 2023.

  112. PAY VERSUS PERFORMANCE (“PVP”)

    | Year | Summary Compensation Table Total for CEO 1 (1) ($) | Summary Compensation Table Total for CEO 2 (1) ($) | Summary Compensation Table Total for CEO 3 (1) ($) | Compensation Actually Paid to CEO 1 ($) | Compensation Actually Paid to CEO 2 ($) | Compensation Actually Paid to CEO 3 ($) | Average Summary Compensation Table Total for Non-CEO NEOs (2) ($) | Average Compensation Actually Paid to Non-CEO NEOs (2) ($) | | 2025 | $3,288,352 | $1,429,565 | $12,689,561 | $2,766,820 | $695,370 | $7,127,882 | $2,492,479 | $1,060,619 | | 2024 | $— | $— | $10,448,954 | $— | $— | $8,142,899 | $2,173,967 | $752,482 | | 2023 | $— | $— | $3,181,908 | $— | $— | $1,431,836 | $1,029,502 | $639,455 |

  113. PAY VERSUS PERFORMANCE (“PVP”)

    __________________ (1)James J. Barber, Jr. (CEO 1) and Phillip Holloman (CEO 2) each served as CEOs in fiscal year 2025. Kim Scott (CEO 3) served as CEO in fiscal years 2023, 2024 and 2025. (2)Non-CEO NEOs were as follows for fiscal years 2023, 2024 and 2025: (i)2025: Messrs. Bouchard, Dillon, Seward, and Shih and Ms. Janzen. (ii)2024: Messrs. Dillon, Donovan, Shih and Ms. Kervin. (iii)2023: Messrs. Dillon, Donovan, Shih and Ms. Kervin. .

  114. PAY VERSUS PERFORMANCE (“PVP”)

    | Year | Value of Initial Fixed $100 Investment Based On (1) | | Net Income (Loss) (2) ($) | | Company Selected Performance Measure - Adjusted EBITDA (3) ($) | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return (1) ($) | | | | | 2025 | $30.10 | $130.44 | | (40,223,000) | $257,400,000 | | 2024 | $89.64 | $125.86 | $20,970,000 | | $352,900,000 | | 2023 | – | – | $213,158,000 | | $404,000,000 |

  115. PAY VERSUS PERFORMANCE (“PVP”)

    __________________ (1)Total Shareholder Return (TSR) assumes $100 is invested as of October 2, 2023. TSR represents cumulative return over fiscal year 2025. The Peer Group used for this calculation was the Standard & Poor’s Small Cap 600 Index (or “S&P 600”) which is also reported in our Annual Report on Form 10-K in the Stock Performance Graph for fiscal year 2025. (2)Net Income (Loss) reflected represents GAAP Net Income (Loss) as reported in our Annual Report on Form 10-K within Results of Operations for the applicable fiscal year. (3)Adjusted EBITDA, a non-GAAP measure, is the performance measure the Company has selected per the requirements of Item 402(v) of Regulation S-K. A reconciliation of GAAP to non-GAAP financial measures is set forth on Appendix A.

  116. PAY VERSUS PERFORMANCE (“PVP”)

    | | 2026 Proxy Statement | 77 |

  117. Compensation Actually Paid to Mr. Barber (CEO 1), Mr. Holloman (CEO 2) and Ms. Scott (CEO 3)

    Compensation Actually Paid to Mr. Barber (CEO 1), Mr. Holloman (CEO 2) and Ms. Scott (CEO 3) To determine the CAP amounts for Messrs. Barber and Holloman, and Ms. Scott, set forth in the PvP table above, the following amounts were deducted from and added to (as applicable) total compensation as reported for each person in the Summary Compensation Table (SCT) for the applicable fiscal year, in accordance with Item 402(v) of Regulation S-K.

  118. Relationship of Compensation Actually Paid and Performance Measures

    Relationship of Compensation Actually Paid and Performance Measures The following charts describe the relationship of Compensation Actually Paid to the performance measures listed in the PVP table above. Compensation Actually Paid (CAP) vs. Vestis TSR vs. Peer Group TSR

  119. Relationship of Compensation Actually Paid and Performance Measures

    | | 2026 Proxy Statement | 81 |

  120. Relationship of Compensation Actually Paid and Performance Measures

    Compensation Actually Paid (CAP) vs. Net Income (in Thousands) Compensation Actually Paid (CAP) vs. Adjusted EBITDA (in Thousands)

  121. Relationship of Compensation Actually Paid and Performance Measures

    | | 2026 Proxy Statement | 82 |

  122. ADJUSTED EBITDA, FREE CASH FLOW, NET DEBT, NET LEVERAGE RATIO AND COVENANT ADJUSTED EBITDA

    ADJUSTED EBITDA, FREE CASH FLOW, NET DEBT, NET LEVERAGE RATIO AND COVENANT ADJUSTED EBITDA (In millions)

  123. ADJUSTED EBITDA, FREE CASH FLOW, NET DEBT, NET LEVERAGE RATIO AND COVENANT ADJUSTED EBITDA

    | | Fiscal Year Ended | | | | October 3, 2025 | September 27, 2024 | | Operating Income (as reported) | $64.4 | $158.0 | | Amortization Expense | 27.2 | 25.9 | | Share-Based Compensation | 11.6 | 16.3 | | Severance and Other Charges | 18.6 | 4.4 | | Separation Related Charges | 13.6 | 22.7 | | Third Party Debt Amendment Fees | 1.5 | - | | Legal Reserves and Settlements | 2.5 | 4.5 | | Gain, Losses, and Other (1) | 2.1 | 6.3 | | Depreciation Expense | 115.9 | 114.8 | | Adjusted EBITDA (Non-GAAP) | $257.4 | $352.9 | | Operating Income Margin (as reported) | 2.4% | 5.6% | | Adjusted EBITDA Margin (Non-GAAP) | 9.4% | 12.6% |

  124. ADJUSTED EBITDA, FREE CASH FLOW, NET DEBT, NET LEVERAGE RATIO AND COVENANT ADJUSTED EBITDA

    _______________________ (1)Other includes certain costs or income items that are not individually material and do not relate to core business activities

  125. ADJUSTED EBITDA, FREE CASH FLOW, NET DEBT, NET LEVERAGE RATIO AND COVENANT ADJUSTED EBITDA

    | | Fiscal Year Ended | | | | | | October 3, 2025 | | September 27, 2024 | | | Net cash provided by operating activities | | 64.2 | | 471.8 | | Purchases of property and equipment and other | (58.4) | | (78.9) | | | Free Cash Flow (Non-GAAP) | | 5.8 | | 392.9 |

  126. ADJUSTED EBITDA, FREE CASH FLOW, NET DEBT, NET LEVERAGE RATIO AND COVENANT ADJUSTED EBITDA

    | | As of | | | | October 3, 2025 | September 27, 2024 | | Total principal debt outstanding | $1,168.5 | $1,162.5 | | Letters of credit outstanding | 5.8 | 5.3 | | Finance lease obligations | 166.3 | 146.7 | | Less: Cash and cash equivalents | (29.7) | (31.0) | | Net Debt (Non-GAAP) | $1,310.9 | $1,283.5 | | Adjusted EBITDA (Non-GAAP) | $257.4 | $352.9 | | Covenant Related Adjustments * | 20.4 | - | | Covenant Adjusted EBITDA (Non-GAAP) | $277.8 | $352.9 | | Net Leverage Ratio (Non-GAAP) * | 4.72 | 3.64 |

  127. ADJUSTED EBITDA, FREE CASH FLOW, NET DEBT, NET LEVERAGE RATIO AND COVENANT ADJUSTED EBITDA

    * Includes a $15 million bad debt expense adjustment to EBITDA in the fiscal quarter ended March 28, 2025, an adjustment of $1.8 million for the quarter ended June 27, 2025 related to a write-off of merchandise-in-service and a $3.6 million environmental reserve adjustment for the quarter ended October 3, 2025. These adjustments are solely for the purpose of determining compliance with the financial covenants of the Company’s credit agreement.

  128. ADJUSTED EBITDA, FREE CASH FLOW, NET DEBT, NET LEVERAGE RATIO AND COVENANT ADJUSTED EBITDA

    | | 2026 Proxy Statement | 89 |

  129. ADJUSTED EBITDA, FREE CASH FLOW, NET DEBT, NET LEVERAGE RATIO AND COVENANT ADJUSTED EBITDA

    | EXECUTIVE OFFICERS | | | | James J. Barber, Jr. President and Chief Executive Officer | Adam K. Bowen Interim Chief Financial Officer | André C. Bouchard Executive Vice President, Chief Legal Officer, General Counsel and Secretary |

  130. ADJUSTED EBITDA, FREE CASH FLOW, NET DEBT, NET LEVERAGE RATIO AND COVENANT ADJUSTED EBITDA

    | Rodney L. Wedemeier Executive Vice President and Chief Human Resources Officer | William J. Seward Executive Vice President and Chief Operating Officer |

  131. ADJUSTED EBITDA, FREE CASH FLOW, NET DEBT, NET LEVERAGE RATIO AND COVENANT ADJUSTED EBITDA

    | BOARD OF DIRECTORS | | | | | Phillip Holloman Director since 2023 Former President and COO, Cintas | James J. Barber, Jr. President and Chief Executive Officer | Doug Pertz Director since 2023 Former President and CEO, The Brink’s Company | Richard Burke Director since 2023 Former CEO, Advanced Disposal Services |

  132. ADJUSTED EBITDA, FREE CASH FLOW, NET DEBT, NET LEVERAGE RATIO AND COVENANT ADJUSTED EBITDA

    | Tracy Jokinen Director since 2023 Former CFO, Vyaire Medical | Lynn McKee Director since 2023 Former Chief Human Resources Officer, Aramark | Mary Anne Whitney Director since 2023 EVP and CFO, Waste Connections | | Ena Williams Director since 2023 Chief Operating Officer, Casey’s General Stores | Keith A. Meister Director since 2024 Managing Partner and Chief Investment Officer, Corvex Management LP | William W. Goetz Director since 2024 President and CEO, DYMA Brands |