DEF 14A of Vestis Corp, Dec 16, 2024

DEF 14A of Vestis Corp

Filed Dec 16, 2024 · FY20240001967649-24-000064

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 | | William Goetz | 2024 | ✔ | 60 | | | ✔ | | Lynn McKee | 2023 | | 69 | | | | | Keith Meister (1) | 2024 | ✔ | 51 | ✔ | | | | Doug Pertz (1) | 2023 | ✔ | 70 | ✔ | Chair | |

  3. Highlights of Director Nominees

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

  4. Highlights of Director Nominees

    | | 2025 Proxy Statement 2 |

  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 | | Richard Burke | 2023 | ✔ | 60 | | ✔ | Chair | | Phillip Holloman | 2023 | ✔ | 69 | | | ✔ | | Tracy Jokinen (1) | 2023 | ✔ | 55 | Chair | ✔ | | | Kim Scott | 2023 | | 52 | | | | | Mary Anne Whitney (1) | 2023 | ✔ | 61 | ✔ | | | | Ena Williams | 2023 | ✔ | 55 | | ✔ | ✔ |

  7. Highlights of Continuing Directors

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

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

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

  9. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS We are asking our shareholders to elect the four Class I director nominees listed below to serve on the Board for two-year terms. Information about each director nominee is included in this section. Our amended and restated Certificate of Incorporation provides that, until the third annual shareholder meeting following our separation from Aramark, 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 I director nominees have terms expiring at the Annual Meeting. The Class I director nominees are up for reelection for a two-year term to expire at the third annual meeting of shareholders following the separation. The directors designated as Class II directors have terms expiring at the second annual meeting of shareholders following the separation and will be up for reelection at that meeting for a one-year term to expire at the third annual meeting of shareholders following the separation. The directors designated as Class III directors have terms expiring at the third annual meeting of shareholders following the separation. Commencing with the third annual meeting of shareholders following the separation, 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 four Class I directors for election at the Annual Meeting. Each of the Class I 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 recommends a vote FOR the election of each of the director nominees.

  10. ELECTION OF DIRECTORS

    | | 2025 Proxy Statement 12 |

  11. CLASS I DIRECTOR NOMINEES

    CLASS I DIRECTOR NOMINEES

  12. CLASS I DIRECTOR NOMINEES

    | William W. Goetz Age: 60 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 as a National Trustee of the Boys & Girls Club of America. Qualifications: Mr. Goetz is well qualified to serve on Vestis’ Board because of his extensive senior leadership experience, and deep knowledge in industrial laundry sales, marketing, and product development. | | Lynn McKee Age: 69 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 Health, 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: 51 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. and MGM Resorts International, 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. | | Doug Pertz Age: 70 Director Since: 2023 | Background: 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 Advance Auto Parts (NYSE: AAP) and Vital Records Control. 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. |

  13. CLASS I DIRECTOR NOMINEES

    | | 2025 Proxy Statement 13 |

  14. 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 I director nominees who are standing for election at the Annual Meeting is included in the preceding section, under the heading “Proposal 1”.

  15. CLASS II DIRECTORS – TERMS EXPIRE IN 2026

    CLASS II DIRECTORS – TERMS EXPIRE IN 2026

  16. CLASS II DIRECTORS – TERMS EXPIRE IN 2026

    | Tracy Jokinen Age: 55 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: 61 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 17-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: 55 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, supply chain, fuel operations, real estate, procurement and construction and maintenance. 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. |

  17. CLASS II DIRECTORS – TERMS EXPIRE IN 2026

    | | 2025 Proxy Statement 14 |

  18. CLASS III DIRECTORS – TERMS EXPIRE IN 2027

    CLASS III DIRECTORS – TERMS EXPIRE IN 2027

  19. CLASS III DIRECTORS – TERMS EXPIRE IN 2027

    | Richard Burke Age: 60 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: 69 Director Since: 2023 | Background: 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 Pulte Group (NYSE: PHM) and the BlackRock Fixed Income Board and was previously a member of the board of directors for 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. | | Kim Scott Age: 52 Director Since: 2023 | Background: Ms. Scott serves as the President and Chief Executive Officer of Vestis. She joined Aramark in October 2021 to serve as President and Chief Executive Officer of Aramark Uniform Services and to prepare Vestis to be a standalone, independent public company. Previously, Ms. Scott served as Chief Operating Officer of Terminix Global Holdings, Inc. (NYSE: TMX) from January 2021 to September 2021, overseeing operations for both the residential and commercial businesses, after having served as President of Terminix Residential from December 2019 to January 2021. Prior to Terminix, she served as President of Rubicon Global from July 2018 to September 2019, a role that followed an 11- year career at Brambles Limited, which culminated in Ms. Scott serving as President, CHEP North America for four years. Early in her career, Ms. Scott gained industrial manufacturing experience at the General Electric Company (NYSE: GE) and U.S. Steel (NYSE: X). She serves as a member of the board of directors for Greif, Inc. (NYSE: GEF). Qualifications: Ms. Scott is well qualified to serve on our Board because of her deep and relevant industry leadership experience in logistics, plant management, procurement, engineering, acquisitions and large-scale integrations. |

  20. CLASS III DIRECTORS – TERMS EXPIRE IN 2027

    | | 2025 Proxy Statement 15 |

  21. 2024 DIRECTOR COMPENSATION

    2024 DIRECTOR COMPENSATION

  22. Director Compensation Table for Fiscal Year 2024

    Director Compensation Table for Fiscal Year 2024 The following table details the compensation paid to our non-employee directors for fiscal year 2024.

  23. Director Compensation Table for Fiscal Year 2024

    | Name | Fees Earned or Paid in Cash | Fees Earned or Paid in Stock | Stock Awards (1) | All Other Compensation | Total | | Richard Burke | $120,000 | -- | $186,667 | -- | $306,667 | | William Goetz | $16,639 | -- | $69,235 | -- | $85,874 | | Phillip Holloman | $165,000 | -- | $246,667 | -- | $411,667 | | Tracy Jokinen | $130,000 | -- | $186,667 | -- | $316,667 | | Lynn McKee | $105,000 | -- | $186,667 | -- | $291,667 | | Keith Meister | $29,836 | -- | $86,831 | -- | $116,667 | | Doug Pertz | $147,500 | -- | $186,667 | -- | $334,167 | | Mary Anne Whitney | $105,000 | -- | $186,667 | -- | $291,667 | | Ena Williams | $105,000 | -- | $186,667 | -- | $291,667 |

  24. Director Compensation Table for Fiscal Year 2024

    ___________________ (1)The dollar amounts in this column represent 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 on the grant date.

  25. Director Compensation Table for Fiscal Year 2024

    | | 2025 Proxy Statement 20 |

  26. Vestis’ Executive Compensation Design

    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 (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 base salary adjustment decisions.

  27. Executive Compensation Program and Practices Overview

    | What We Do | | What We Don’t Do | | √ | Risk Mitigation – Multiple metrics and measurement periods in incentives mitigate risk that executives will be motivated to pursue results related to one metricx | 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 circumstancesx | No Executive Pension or Supplemental Executive Retirement Plan | | √ | Stock Ownership Guidelines – Vestis’ NEOs and directors are subject to ownership guidelines with conditional holding requirementsx | 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 | | √ | 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 eventx | 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 mattersx | No Repricing or Exchange of Underwater Stock Option | | √ | Annual Evaluation – Vestis annually reviews its executive pay program to ensure it continues to align with marketx | 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 Committeex | 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) | |

  28. 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 | •Attract and 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 2024 | •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 2024 to 2026 | •Focuses executives on the achievement of specific long-term performance goals directly aligned with Vestis’ strategic operating plans. PSUs cliff vests (if earned) after three years based on achievement of Cumulative Adjusted EBITDA (50%) and Cumulative Adjusted Free Cash Flow Conversion (50%) | | | •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 Vesits’ long- term strategic plan. RSUs vests equally over three years |

  29. Compensation Program Design

    __________________ (1)Ms. Scott’s 2024 base salary was increased +8.8% as a one-time market adjustment to $925,000 effective September 30, 2023, in connection with the Separation and as approved by the Compensation Committee as part of its annual compensation review for all executive officers. (2)Mr. Shih’s 2024 base salary was increased +5.3% as a one-time market adjustment effective May 4, 2024, as approved by the Compensation Committee as part of a periodic review of annual compensation for executive officers and represents Mr. Shih’s first base salary adjustment after joining the company on January 9, 2023. 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 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 2024 annual MIB target bonus for each named executive officer is set forth in the table below.

  30. Compensation Program Design

    | Vestis Executive Officer | Job Title | 2024 MIB Bonus Target | | Kim Scott (1) | President & CEO | 125% | | Rick Dillon | EVP & CFO | 75% | | Timothy Donovan | EVP, CLO & GC | 60% | | Angela Kervin | EVP & CHRO | 50% | | Grant Shih (2) | EVP & CTO | 50% | | Chris Synek | Former EVP & COO | 75% |

  31. Compensation Program Design

    _________________ (1)Ms. Scott’s 2024 MIB Bonus Target was increased to 125% in connection with the Separation and as approved by the Compensation Committee/Board as part of its annual compensation review for all executive officers. Fiscal 2024 Annual Incentive Performance Metrics and Weightings Vestis’ annual incentive plan for fiscal 2024 was based on Adjusted EBITDA (50%) and Organic Revenue Sales Growth (50%). EBITDA is defined as earnings before interest, taxes, depreciation, amortization of intangible assets and stock compensation expense and certain other adjustments determined by the company. Organic Revenue Sales Growth is defined as revenues before the impact of foreign currency or acquisitions (other than “tuck in” acquisitions) or certain other adjustments determined by the company. Adjustments were made for items not indicative of normal operating performance as determined and approved by the Compensation Committee.

  32. Compensation Program Design

    Fiscal 2024 Annual Incentive Outcomes Vestis annual incentive MIB plan performance metrics and targets were pre-established by the Compensation Committee for fiscal 2024. Based on the financial results achieved for fiscal 2024, no MIB payout was earned for fiscal 2024 for any of our named executive officers as set forth below.

  33. Compensation Program Design

    | Performance Metric | FY24 MIB Performance Goals | | | FY24 MIB Performance Results & Payout | | | | | | Minimum (50%) | Target (100%) | Maximum (200%) | FY24 Results | Metric Payout | Metric Weighting | Weighted Payout | | Adjusted EBITDA (1) | $409.0M | $430.0M | $460.0M | $353.0M | 0.0% | 50% | 0.0% | | Organic Revenue Sales Growth (2) | +$113.0M | +$140.0M | +$169.0M | ($19.5M) | 0.0% | 50% | 0.0% | | Fiscal 2024 Annual Incentive MIB Plan Payout “Earned” | | | | | | | 0.0% |

  34. Compensation Program Design

    | Executive Officer | Job Title | 2024 Base SalaryX | 2024 MIB Target BonusX | 2024 MIB Payout Earned | = | 2024 Actual Payout | | Kim Scott | President & CEO | $925,000 | 125% | 0.0% | | $0 | | Rick Dillon | EVP & CFO | $618,000 | 75% | 0.0% | | $0 | | Timothy Donovan | EVP, CLO & GG | $525,000 | 60% | 0.0% | | $0 | | Angela Kervin | EVP & CHRO | $450,000 | 50% | 0.0% | | $0 | | Grant Shih (1) | EVP & CTO | $400,000 | 50% | 0.0% | | $0 | | Chris Synek | Former EVP & COO | $600,000 | 75% | 0.0% | | $0 |

  35. 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.

  36. Long-Term Incentives (LTI)

    | | 2025 Proxy Statement 37 |

  37. Long-Term Incentives (LTI)

    Fiscal 2024 Long-Term Incentive Grants Vestis’ LTI Plan for fiscal 2024 was comprised of PSUs (50%), time vesting Stock Options (25%) and time vesting RSU (25%). The PSUs will cover the three-year performance period, including fiscal years 2024 to 2026. The resulting payout, subject to performance targets being met, will be based on Cumulative Adjusted EBITDA dollars (50%), Cumulative Adjusted Free Cash Flow Conversion (50%) and a modifier based on the Vestis total shareholder return (“TSR”) relative to the performance of the established TSR performance peer group. 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 2024 the Compensation Committee approved 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 during fiscal year 2024 are set forth in the table below.

  38. Long-Term Incentives (LTI)

    | | | 2024 Annual LTI Award Grant Value (1) | 2024 Annual LTI Award Mix | | | | Executive Officer | Job Title | | PSUs | Stock Options | RSUs | | Kim Scott | President & CEO | $3,600,000(2) | 50% | 25% | 25% | | Rick Dillon | EVP & CFO | $1,000,000 | 50% | 25% | 25% | | Timothy Donovan | EVP, CLO & GC | $600,000 | 50% | 25% | 25% | | Angela Kervin | EVP & CHRO | $500,000 | 50% | 25% | 25% | | Grant Shih (2) | EVP & CTO | $400,000 | 50% | 25% | 25% | | Chris Synek | Former EVP & COO | $1,250,000 | 50% | 25% | 25% |

  39. Long-Term Incentives (LTI)

    _________________ (1)Fiscal 2024 Annual LTI Awards were granted on December 6, 2023, and are reported as set forth on the “Grants of Plan-Based Awards for Fiscal 2024” table on page 46 of the 2024 Compensation Tables. (2)Ms. Scott’s annual LTI equity award target was increased to a target value of $3,600,000 after the Separation as set forth in Ms. Scott’s offer letter, and as approved by the Compensation Committee and Board. Further, the Compensation Committee and Board approved a one-time LTI equity award for Ms. Scott with a value of $1,850,000 granted in the form of Vestis LTI equity awards on October 2, 2023, with the same mix as the fiscal 2024 Annual LTI Awards outlined above, completed in connection with the Separation, representing a make whole annual LTI equity grant as set forth in Ms. Scott’s offer letter.

  40. 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 2024, the Compensation Committee referred to peer group data and a subset of the Willis Towers Watson 2023 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.

  41. Market Benchmarking

    | | 2025 Proxy Statement 38 |

  42. Market Benchmarking

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

  43. 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. |

  44. Market Benchmarking

    Companies included in our TSR Performance Peer Group consist of 38 public companies in similar industries (uniforms, apparel, textile, restaurant and other route based and diversified support services) as set forth below.

  45. Market Benchmarking

    | Vestis TSR Performance Peer Group Companies (38) | | | | UniFirst Corporation | Amcor plc | Boot Barn Holdings, Inc. | | ASGN Incorporated | United Rentals, Inc. | National HealthCare Corporation | | Korn Ferry | Ecolab Inc. | Wolverine World Wide, Inc. | | Albany International Corp. | Herc Holdings Inc. | Healthcare Services Group, Inc. | | Enerpac Tool Group Corp. | Xylem Inc. | Republic Services, Inc. | | Tennant Company | Cushman & Wakefield plc | Boston Scientific Corporation | | Exponent, Inc. | Clean Harbors, Inc. | Waste Management, Inc. | | AMETEK, Inc. | W.W. Grainger, Inc. | Enviri Corporation | | EMCOR Group, Inc. | Otis Worldwide Corporation | Frontdoor, Inc. | | Hillenbrand, Inc. | Stericycle, Inc. | Waste Connections, Inc. | | Cintas Corporation | Trane Technologies plc | Rollins, Inc. | | Brady Corporation | BrightView Holdings, Inc. | FirstService Corporation | | ABM Industries Incorporated | Casella Waste Systems, Inc. | |

  46. Compensation Governance Policies

    Compensation Governance Policies Independence of the Compensation Consultant The Compensation Committee selected and retained Meridian as its independent compensation consultant to advise on executive and director compensation. Meridian presents a report on its independence to the Compensation Committee annually and Meridian does not perform any other work for Vestis. 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 adopted an Equity Award Grant Policy (the “LTI Grant Policy”) during fiscal 2024 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

  47. Other Compensation Decisions

    Other Compensation Decisions In-flight Performance Stock Units for fiscal years ended 2022 and 2023 Immediately following the end of fiscal 2023, Aramark completed the spin-off of Vestis into a standalone public company. In order to ensure ongoing focus and alignment with Aramark’s strategic goals, on October 13, 2023, pursuant to the terms of the Third Amended and Restated 2013 Stock Incentive Plan, the Aramark Compensation Committee approved amendments to the performance goals and performance periods for the PSUs that were then outstanding. The performance measures applicable to each PSU were retained; however, the performance goals were adjusted to reflect pre and post Separation performance, using the original three-year strategic plans utilized to set the original targets. FY22 PSU Payout (67% Portion of Original Award) The PSUs granted in fiscal 2022 were originally subject to performance targets based on Aramark performance for the three-year period ending September 27, 2024. To account for the Separation, 67% of these PSUs became subject to new adjusted performance targets and an adjusted performance period for the two-year period ended September 29, 2023, reflecting pre-Separation Aramark performance (Performance Period 1). The remaining 33% of these PSUs are subject to new adjusted performance targets for the one-year period ended September 27, 2024, reflecting performance of Vestis post- Separation (Performance Period 2). The Relative TSR modifier measurement period was shortened to align with Performance Period 1. In November 2023, following the completion of Performance Period 1, the Aramark Compensation Committee determined that 117.7% (of target) for Ms. Scott, and 132.1% (of target) for Mr. Dillon, Mr. Donovan and Ms. Kervin, of the PSUs subject to Performance Period 1 for the NEOs were earned based upon the level of achievement attained relative to the amended targets for Performance Period 1. The PSUs earned with respect to Performance Period 1 for all the Vestis NEOs became subject to time-based vesting and were distributed on the original vesting date of September 27, 2024. Remaining FY22 PSU Payout (33% Portion of Original Award) With respect to the remaining 33% of the PSUs granted in fiscal 2022 (the “Remaining FY22 PSUs”), in addition to the removal of the Relative TSR modifier, new performance measures for Performance Period 2 were established. The payout was to be determined based on new performance metrics/targets that were established by the Vestis Compensation Committee in November 2023, where such new metrics/targets are based entirely on Vestis performance results achieved for fiscal year 2024 that generally to align with Vestis’ strategic, long-range operating plan on a post-Separation basis as approved by the Vestis Board. The Remaining FY22 PSUs were to be earning based 50% on Adjusted EBITDA as determined by the Committee (target of $430 million) and 50% based on Adjusted Free Cash Flow Conversion (Adjusted Free Cash Flow divided by Adjusted Net Income, each as determined by the Committee) (target of greater than or equal to 105%). Applying negative discretion, the Committee determined that the amount payable under the Remaining FY22 PSUs for the fiscal 2024 performance year is zero. FY23 PSU Payout (100% Portion of Original Award) With respect to the PSUs granted in fiscal 2023 (the “FY 23 PSUs”) the targets for these PSUs were originally subject to performance targets for the three-year period ending October 3, 2025. Similarly, in addition to the removal of the Relative TSR modifier, the new performance measures for the FY23 PSUs were established by the Vestis Compensation Committee in November 2023 where such new metrics/targets are based entirely on Vestis performance results achieved for the two- year performance period ended October 3, 2025, that generally align with Vestis’ strategic, long-range operating plan on a post-Separation basis. Any portion of the FY 23 PSUs that become earned and payable based entirely on the achievement of the new performance metrics/targets, will vest on the original vesting date of October 2, 2026, subject to each executive officers’ continued employment with the company. Equity Award Adjustments upon Separation from Aramark Pursuant to the terms of Aramark’s Third Amended and Restated 2013 Stock Incentive Plan effective January 29, 2020, and as a result of the Separation, all outstanding Aramark equity awards were adjusted to reflect the Separation. Aramark equity awards held by Vestis employees at the time of the Separation were converted to Vestis equity awards effective October 2, 2023, the first day of regular way trading for Vestis common stock. The outstanding Aramark equity awards were converted and adjusted into Vestis common stock in a manner intended to preserve the intrinsic value as measured immediately before

  48. 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 guidelines require that the specified amount be attained by the fifth anniversary of the later of the Separation and 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

  49. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following tables, narratives and footnotes discuss the compensation of our Chief Executive Officer, our Chief Financial Officer, our next three most highly compensated executive officers serving at the end of fiscal year 2024, and our former Chief Operating Officer, who are referred to as named executive officers (or NEOs):

  50. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary (1) | Bonus | Stock Awards (2) | Option Awards (3) | Non-Equity Incentive Plan Comp. (4) | Change in Pension Value and Non- Qualified Deferred Comp. Earnings | All Other Comp. (5) | Total | | Kim Scott President & Chief Executive Officer | 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 | | Rick Dillon EVP & Chief Financial Officer | 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 | | Timothy Donovan EVP, Chief Legal Officer and General Counsel | 2024 | $525,000 | -- | $756,841 | $450,003 | -- | -- | $37,721 | $1,769,565 | | | 2023 | $519,231 | -- | $420,023 | $180,010 | $255,167 | -- | $30,709 | $1,405,140 | | Angela Kervin EVP & Chief Human Resources Officer | 2024 | $450,000 | -- | $630,710 | $375,001 | -- | -- | $113,830 | $1,569,541 | | | 2023 | $403,322 | -- | $350,126 | $150,014 | $184,363 | -- | $24,205 | $1,112,030 | | Grant Shih EVP & Chief Technology Officer | 2024 | $388,462 | -- | $504,561 | $300,006 | -- | -- | $26,613 | $1,219,642 | | | 2023 | $270,385 | $100,000 | -- | -- | $115,116 | -- | $12,631 | $498,132 | | Chris Synek Former EVP & Chief Operating Officer | 2024 | $223,846 | -- | $1,576,738 | $937,503 | -- | -- | $608,895 | $3,346,982 | | | 2023 | $23,077 | -- | -- | -- | -- | -- | $597 | $23,674 |

  51. SUMMARY COMPENSATION TABLE

    __________________ (1)Salary reflects actual salary paid to each NEO during fiscal years ending September 29, 2023, and September 27, 2024. (2)Includes the aggregate grant date fair value of restricted stock units and performance stock units granted in fiscal year 2024 and 2023 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 ending September 27, 2024. (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 ending September 27, 2024. (4)Represents fiscal year 2023 and 2024 payments made under the Management Incentive Bonus Plan. (5)The following amounts are included in this 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, Mr. Donovan, Ms. Kervin, Mr. Shih and $5,077 for Mr. Synek), 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) and $87,774 for relocation and temporary living costs incurred by the company for Ms. Kervin in connection with their relocation to the Atlanta area provided in accordance with the company’s executive relocation program. (ii)Premium Payments for a Term life Insurance Benefit provided to each executive as follows: $1,242 for Ms. Scott and Mr. Dillon, $6,858 for Mr. Donovan, $973 for Ms. Kervin, $607 for Mr. Shih and $893 for Mr. Synek. (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, Mr. Dillon, Mr. Donovan, Ms. Kervin, and $8,585 for Mr. Shih.

  52. SUMMARY COMPENSATION TABLE

    | | 2025 Proxy Statement 45 |

  53. SUMMARY COMPENSATION TABLE

    (iv)One-time cash severance payment in the amount of $600,000 to Mr. Synek in connection with the separation and general release agreement entered into between the company and Mr. Synek effective February 5, 2024.

  54. SUMMARY COMPENSATION TABLE

    | | 2025 Proxy Statement 46 |

  55. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2024

    GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2024 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 2024.

  56. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2024

    | 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 (#) | | | | | | Scott | MIB Plan | | $578,125 | $1,156,250 | $2,312,500 | | | | | | | | | | NQSOs (4) | 10/2/2023 | | | | | | | | 320,000 | $20.41 | $2,000,000 | | | PSUs (5) | 10/2/2023 | | | | 58,789 | 117,578 | 235,156 | | | | $2,028,221 | | | NQSOs (4) | 10/2/2023 | | | | | | | | 65,050 | $17.01 | $462,506 | | | PSUs (5) | 10/2/2023 | | | | 27,190 | 54,380 | 108,760 | | | | $925,004 | | | RSUs (6) | 10/2/2023 | | | | | | | 27,190 | | | $462,502 | | | NQSOs (4) | 12/6/2023 | | | | | | | | 132,940 | $18.63 | $900,004 | | | PSUs (5) | 12/6/2023 | | | | 48,310 | 96,619 | 193,238 | | | | $1,815,471 | | | RSUs (6) | 12/6/2023 | | | | | | | 48,310 | | | $900,015 | | Dillon | MIB Plan | | $231,750 | $463,500 | $927,000 | | | | | | | | | | NQSOs (4) | 10/2/2023 | | | | | | | | 100,000 | $20.41 | $625,000 | | | PSUs (5) | 10/2/2023 | | | | 18,372 | 36,744 | 73,488 | | | | $633,834 | | | NQSOs (4) | 12/6/2023 | | | | | | | | 36,928 | $18.63 | $250,003 | | | PSUs (5) | 12/6/2023 | | | | 13,420 | 26,839 | 53,678 | | | | $504,305 | | | RSUs (6) | 12/6/2023 | | | | | | | 13,420 | | | $250,015 | | Donovan | MIB Plan | | $157,500 | $315,000 | $630,000 | | | | | | | | | | NQSOs (4) | 10/2/2023 | | | | | | | | 48,000 | $20.41 | $300,000 | | | PSUs (5) | 10/2/2023 | | | | 8,819 | 17,637 | 35,274 | | | | $304,238 | | | NQSOs (4) | 12/6/2023 | | | | | | | | 22,157 | $18.63 | $150,003 | | | PSUs (5) | 12/6/2023 | | | | 8,052 | 16,104 | 32,208 | | | | $302,594 | | | RSUs (6) | 12/6/2023 | | | | | | | 8,052 | | | $150,009 | | Kervin | MIB Plan | | $135,000 | $270,000 | $540,000 | | | | | | | | | | NQSOs (4) | 10/2/2023 | | | | | | | | 40,000 | $20.41 | $250,000 | | | PSUs (5) | 10/2/2023 | | | | 7,349 | 14,698 | 29,396 | | | | $253,541 | | | NQSOs (4) | 12/6/2023 | | | | | | | | 18,464 | $18.63 | $125,001 | | | PSUs (5) | 12/6/2023 | | | | 6,710 | 13,420 | 26,840 | | | | $252,162 | | | RSUs (6) | 12/6/2023 | | | | | | | 6,710 | | | $125,007 | | Shih | MIB Plan | | $97,115 | $194,231 | $388,462 | | | | | | | | | | NQSOs (4) | 10/2/2023 | | | | | | | | 32,000 | $20.41 | $200,000 | | | PSUs (5) | 10/2/2023 | | | | 5,879 | 11,758 | 23,516 | | | | $202,826 | | | NQSOs (4) | 12/6/2023 | | | | | | | | 14,772 | $18.63 | $100,006 | | | PSUs (5) | 12/6/2023 | | | | 5,368 | 10,736 | 21,472 | | | | $201,729 | | | RSUs (6) | 12/6/2023 | | | | | | | 5,368 | | | $100,006 | | Synek | MIB Plan | | $83,942 | $167,885 | $335,769 | | | | | | | | | | NQSOs (4) | 10/2/2023 | | | | | | | | 100,000 | $20.41 | $625,000 | | | PSUs (5) | 10/2/2023 | | | | 18,372 | 36,744 | 73,488 | | | | $633,834 | | | NQSOs (4) | 12/6/2023 | | | | | | | | 46,160 | $18.63 | $312,503 | | | PSUs (5) | 12/6/2023 | | | | 16,775 | 33,549 | 67,098 | | | | $630,386 | | | RSUs (6) | 12/6/2023 | | | | | | | 16,775 | | | $312,518 |

  57. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2024

    | | 2025 Proxy Statement 47 |

  58. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2024

    __________________ (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 2024 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 2024 under ASC Topic 718. The grant date fair value for performance stock units granted in fiscal year 2024 assumes achievement of the target amount. 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 ending September 27, 2024. These amounts do not correspond to the actual value that will be received by our NEOs. (4)The NQSOs were granted under the Vestis 2023 LTI Plan, which 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 grantee’s continued employment with the company (subject to the terms of the applicable employment agreement). (5)The PSUs were granted under the Vestis 2023 LTI Plan and will cliff vest on October 2, 2026 (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 for fiscal year 2026, subject to the grantee’s continued employment with the company (subject to the terms of the applicable employment agreement). (6)The RSUs were granted under the Vestis 2023 LTI Plan, which will 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).

  59. GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2024

    | | 2025 Proxy Statement 48 |

  60. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END The following table sets forth certain information regarding outstanding equity awards held by our NEOs at 2024 fiscal year-end.

  61. OUTSTANDING EQUITY AWARDS AT 2024 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 Exercisable | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Exercisable | 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 | | Scott | NQSOs | 11/18/2021 | 26,882 | 26,883 | $18.09 | 11/18/2031 | | | | | | | NQSOs | 11/17/2022 | 15,744 | 47,240 | $19.76 | 11/17/2032 | | | | | | | NQSOs | 10/2/2023 | | 320,000 | $20.41 | 10/2/2033 | | | | | | | NQSOs | 10/2/2023 | | 65,050 | $17.01 | 10/2/2033 | | | | | | | NQSOs | 12/6/2023 | | 132,940 | $18.63 | 12/6/2033 | | | | | | | PSUs | 11/18/2021 | | | | | | | 12,833 | $193,904.00 | | | PSUs | 11/18/2021 | | | | | | | 8,924 | $134,842.00 | | | PSUs | 11/18/2021 | | | | | | | 23,932 | $361,616.00 | | | PSUs | 11/18/2021 | | | | | | | 6,585 | $99,492.00 | | | PSUs | 11/17/2022 | | | | | | | 45,105 | $681,540.00 | | | PSUs | 10/2/2023 | | | | | | | 118,361 | $1,788,428.00 | | | PSUs | 10/2/2023 | | | | | | | 54,742 | $827,151.00 | | | PSUs | 12/6/2023 | | | | | | | 97,262 | $1,469,630.00 | | | RSUs | 11/18/2021 | | | | | 6,651 | $100,496 | | | | | RSUs | 11/17/2022 | | | | | 13,532 | $204,476 | | | | | RSUs | 10/2/2023 | | | | | 27,371 | $413,575 | | | | | RSUs | 12/6/2023 | | | | | 48,632 | $734,822 | | | | Dillon | NQSOs | 6/1/2022 | 13,054 | 6,531 | $16.69 | 6/1/2032 | | | | | | | NQSOs | 11/17/2022 | 7,647 | 22,946 | $19.76 | 11/17/2032 | | | | | | | NQSOs | 10/2/2023 | | 100,000 | $20.41 | 10/2/2033 | | | | | | | NQSOs | 12/6/2023 | | 36,928 | $18.63 | 12/6/2033 | | | | | | | PSUs | 6/1/2022 | | | | | | | 6,188 | $93,499.00 | | | PSUs | 6/1/2022 | | | | | | | 2,308 | $34,878.00 | | | PSUs | 11/17/2022 | | | | | | | 13,147 | $198,650.00 | | | PSUs | 10/2/2023 | | | | | | | 36,989 | $558,897.00 | | | PSUs | 12/6/2023 | | | | | 27,018 | $408,236 | | | | | RSUs | 6/1/2022 | | | | | 3,468 | $52,406 | | | | | RSUs | 11/17/2022 | | | | | 13,146 | $198,635 | | | | | RSUs | 12/6/2023 | | | | | 13,509 | $204,126 | | | | Donovan | NQSOs | 2/10/2022 | 17,674 | 8,839 | $18.25 | 2/10/2032 | | | | | | | NQSOs | 11/17/2022 | 5,397 | 16,198 | $19.76 | 11/17/2032 | | | | | | | NQSOs | 10/2/2023 | | 48,000 | $20.41 | 10/2/2033 | | | | | | | NQSOs | 12/6/2023 | | 22,157 | $18.63 | 12/6/2033 | | | | | | | PSUs | 2/10/2022 | | | | | | | 3,020 | $45,632.00 | | | PSUs | 2/10/2022 | | | | | | | 8,099 | $122,369.00 | | | PSUs | 11/17/2022 | | | | | | | 9,280 | $140,226.00 | | | PSUs | 10/2/2023 | | | | | | | 17,754 | $268,269.00 | | | PSUs | 12/6/2023 | | | | | | | 16,211 | $244,951.00 | | | RSUs | 2/10/2022 | | | | | 4,508 | $68,109 | | | | | RSUs | 11/17/2022 | | | | | 9,279 | $140,211 | | | | | RSUs | 12/6/2023 | | | | | 8,106 | $122,475 | | |

  62. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | 2025 Proxy Statement 49 |

  63. OUTSTANDING EQUITY AWARDS AT 2024 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 Exercisable | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Exercisable | 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 | | Kervin | NQSOs | 11/18/2021 | 4,634 | 2,318 | $18.09 | 11/18/2031 | | | | | | | NQSOs | 11/17/2022 | 1,213 | 3,646 | $19.76 | 11/17/2032 | | | | | | | NQSOs | 3/1/2023 | 3,545 | 10,638 | $18.21 | 3/1/2033 | | | | | | | NQSOs | 10/2/2023 | | 40,000 | $20.41 | 10/2/2033 | | | | | | | NQSOs | 12/6/2023 | | 18,464 | $18.63 | 12/6/2033 | | | | | | | PSUs | 11/18/2021 | | | | | | | 1,375 | $20,778.00 | | | PSUs | 11/18/2021 | | | | | | | 513 | $7,757.00 | | | PSUs | 11/17/2022 | | | | | | | 1,394 | $21,067.00 | | | PSUs | 3/1/2023 | | | | | | | 6,093 | $92,070.00 | | | PSUs | 10/2/2023 | | | | | | | 14,796 | $223,565.00 | | | PSUs | 12/6/2023 | | | | | | | 13,509 | $204,126.00 | | | RSUs | 11/18/2021 | | | | | 1,434 | $21,675 | | | | | RSUs | 7/15/2022 | | | | | 6,786 | $102,532 | | | | | RSUs | 11/17/2022 | | | | | 2,610 | $39,441 | | | | | RSUs | 3/1/2023 | | | | | 6,094 | $92,077 | | | | | RSUs | 12/6/2023 | | | | | 6,755 | $102,063 | | | | Shih | NQSOs | 10/2/2023 | | 32,000 | $20.41 | 10/2/2033 | | | | | | | NQSOs | 12/6/2023 | | 14,772 | $18.63 | 12/6/2033 | | | | | | | PSUs | 10/2/2023 | | | | | | | 11,836 | $178,846.00 | | | PSUs | 12/6/2023 | | | | | | | 10,807 | $163,301.00 | | | RSUs | 12/6/2023 | | | | | 5,404 | $81,650 | | |

  64. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    __________________ (1)Market or Payout Values are reported based on the company’s closing stock price of $15.11 per share on September 27, 2024. (2)NQSOs granted during fiscal year 2024 are time vesting, which vest equally over three years (1/3rd per year) on each anniversary of the grant date. NQSOs granted in fiscal 2023 are time vesting which vest 25% at the end of each of the first four years from the date of grant. NQSOs granted in fiscal 2022 are also time vesting and which vest 33% at the end of each of the first three years. Vesting in each case is subject to the NEO’s continued employment with the company, with certain exceptions (disability, retirement or death and 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 year 2024 are time vesting, which vest equally over three years (1/3rd per year) on each anniversary of the grant date. RSUs granted in fiscal year 2023 are time vesting and which vest 25% at the end of each of the first four years from the date of grant. RSUs granted in fiscal 2022 are also time vesting and which vests 33% at the end of each of the first three years. Vesting in each case is subject to the NEO’s continued employment with the company, with certain exceptions (disability, retirement or death and 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 year 2024 are cliff vesting which vest at the end of the 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. Performance Stock Units granted in fiscal year 2022 were modified as a result of the Separation where a portion (67%) of the PSUs were deemed to be earned and the remaining portion (33%) of the PSUs are subject to performance metrics and weightings established for a new one-year performance period consisting of fiscal year 2024. 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, and vest provided that the NEO is still employed on such vesting dates with certain exceptions (disability, retirement or death and 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 as age 60 and 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

  65. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

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  66. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    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 2024, see the table of estimated payments presented in “Potential Post-Employment Benefits.”

  67. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | 2025 Proxy Statement 51 |

  68. OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2024

    OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2024 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 2024.

  69. OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2024

    | | 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 | | Kim Scott | -- | -- | 51,264 | $820,975 | | Rick Dillon | -- | -- | 7,811 | $114,379 | | Timothy Donovan | -- | -- | 7,559 | $135,821 | | Angela Kervin | -- | -- | 22,905 | $306,791 | | Grant Shih | -- | -- | -- | -- | | Chris Synek | -- | -- | -- | -- |

  70. OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2024

    __________________ (1)Value realized upon Exercise and Vesting of any stock options during the fiscal year is calculated based upon the closing price of the company’s common stock on the NYSE on the exercise date. (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.

  71. PENSION BENEFITS FOR FISCAL 2024

    PENSION BENEFITS FOR FISCAL 2024 None of our named executive officers participated in a company provided defined benefit pension plan during fiscal 2024.

  72. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024

    NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024 Our named executive officers are eligible to participate in Vestis’ Deferred Compensation Plan (the “Deferred Compensation Plan”) during fiscal 2024. The Deferred Compensation Plan, a non-qualified plan, was adopted by the Compensation Committee on November 28, 2023, and which 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. Participation in and aggregate account balances for the Deferred Compensation Plan for fiscal 2024 is set forth below.

  73. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024

    | Name | Executive Contributions in FY24 (1) ($) | Registrant Contributions in FY24 ($) | Aggregate Earnings in FY24 (2) ($) | Aggregate Withdrawals/ Distributions in FY24 ($) | Aggregate Balance at Last FYE ($) | | Kim Scott | -- | -- | -- | -- | -- | | Rick Dillon | $22,581 | -- | $510 | -- | $23,091 | | Timothy Donovan | -- | -- | -- | -- | -- | | Angela Kervin | -- | -- | -- | -- | -- | | Grant Shih | -- | -- | -- | -- | -- | | Chris Synek | -- | -- | -- | -- | -- |

  74. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024

    | | 2025 Proxy Statement 52 |

  75. NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2024

    __________________ (1)Amounts reported in this column were deferred under the Vestis Deferred Compensation Plan during fiscal 2024; such amounts are included in the named executive officer’s salary amount in the “Summary Compensation Table” above. (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.

  76. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL The amount of compensation and benefits payable to each of our named executive officers 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 September 27, 2024, the last business day of fiscal year 2024.

  77. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

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  78. 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.

  79. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | Name | Retirement (1) | Retirement with Notice (1) | Death | Disability (2) | Termination for Cause | Termination Without Cause (3) | Change of Control (4) | | Kim Scott | | | | | | | | | Cash Payment (Lump Sum) | -- | -- | $1,000,000 | -- | -- | $1,156,250 | $5,203,125 | | Cash Payment (Over Time) | -- | -- | -- | -- | -- | $4,162,500 | -- | | Acceleration of Unvested Equity (5) | -- | -- | $2,924,132 | $2,924,132 | -- | $4,795,422 | $6,775,638 | | Benefit Continuation (6) | -- | -- | -- | -- | -- | $101,764 | $127,205 | | Total | -- | -- | $3,924,132 | $2,924,132 | -- | $10,215,936 | $12,105,968 | | Rick Dillon | | | | | | | | | Cash Payment (Lump Sum) | -- | -- | $1,000,000 | -- | -- | $463,500 | $2,085,750 | | Cash Payment (Over Time) | -- | -- | - | -- | -- | $1,081,500 | -- | | Acceleration of Unvested Equity (5) | -- | -- | $735,296 | $735,296 | -- | $618,402 | $1,714,449 | | Benefit Continuation (6) | -- | -- | - | -- | -- | $67,275 | $100,912 | | Total | -- | -- | $1,735,296 | $735,296 | -- | $2,230,677 | $3,901,111 | | Timothy Donovan | | | | | | | | | Cash Payment (Lump Sum) | -- | -- | $1,000,000 | -- | -- | $315,000 | $315,000 | | Cash Payment (Over Time) | -- | -- | -- | -- | -- | $840,000 | $840,000 | | Acceleration of Unvested Equity (5) | -- | $838,341 | $927,764 | $927,764 | -- | $838,341 | $1,106,610 | | Benefit Continuation (6) | -- | -- | -- | -- | -- | $76,101 | $76,101 | | Total | -- | $838,341 | $1,927,764 | $927,764 | -- | $2,069,442 | $2,337,711 | | Angela Kervin | | | | | | | | | Cash Payment (Lump Sum) | -- | -- | $1,000,000 | -- | -- | $270,000 | $1,350,000 | | Cash Payment (Over Time) | -- | -- | -- | -- | -- | $720,000 | -- | | Acceleration of Unvested Equity (5) | -- | -- | $441,002 | $441,002 | -- | -- | $919,393 | | Benefit Continuation (6) | -- | -- | -- | -- | -- | $26,197 | $39,296 | | Total | -- | -- | $1,441,002 | $441,002 | -- | $1,016,197 | $2,308,689 | | Grant Shih | | | | | | | | | Cash Payment (Lump Sum) | -- | -- | $1,000,000 | -- | -- | $200,000 | $1,100,000 | | Cash Payment (Over Time) | -- | -- | -- | -- | -- | $600,000 | -- | | Acceleration of Unvested Equity (5) | -- | -- | $141,326 | $141,326 | -- | -- | $423,797 | | Benefit Continuation (6) | -- | -- | -- | -- | -- | $40,930 | $61,395 | | Total | -- | -- | $1,141,326 | $141,326 | -- | $840,930 | $1,585,192 |

  80. 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 five years of service with the company. As of September 27, 2024, none of our executive officers meet this definition for purposes of receiving the retirement vesting treatment under the terms of the LTI Plans on outstanding LTI awards. Separately, Mr. Donovan will receive retirement vesting treatment on his outstanding LTI Awards (other than the LTI award granted in connection with the Separation) following his “Retirement with Notice” as required under the terms and conditions as outlined in Mr. Donovan’s offer letter as described above. (2)Our 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. (3)“Termination Without Cause” means termination without cause (as defined in employment arrangements, if applicable) in the absence of a change of control. (4)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. (5)Represents acceleration of unvested stock options, restricted stock units and performance stock units that would vest upon the occurrence of the specified event. Calculations are based upon a stock price of $15.11 per share, representing Vestis’ closing stock price of its common stock on the NYSE as of September 27, 2024.

  81. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

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  82. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    (6)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 2024. Does not include the cost of outplacement services provided by the company upon termination of employment.

  83. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | | 2025 Proxy Statement 62 |

  84. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we have calculated the ratio of the annual total compensation of our CEO to that of our median employee for fiscal 2024 (the “CEO pay ratio”). As described in this proxy statement, Ms. Scott served as our CEO for the entirety of fiscal 2024. The Company believes this ratio is a reasonable estimate, calculated as described below.

  85. 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 two 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 table below summarizes 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 and 2024. 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.

  86. PAY VERSUS PERFORMANCE (“PVP”)

    | Year | Summary Compensation Table Total for CEO (1) ($) | Compensation Actually Paid to CEO (2) ($) | Average Summary Compensation Table Total for Non-CEO NEOs ($) | Average Compensation Actually Paid to Non-CEO NEOs ($) | Value of Initial Fixed $100 Investment Based On (3) | | Net Income (Loss) (4) ($) | Company Selected Performance Measure - Adjusted EBITDA (5) ($) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return (3) ($) | | | | 2024 | $10,448,954 | $8,142,899 | $2,166,012 | $744,527 | $79.50 | $161.63 | $238,100,000 | $352,900,000 | | 2023 | $3,181,908 | $1,431,836 | $1,029,502 | $639,455 | -- | -- | $293,700,000 | $404,000,000 |

  87. PAY VERSUS PERFORMANCE (“PVP”)

    __________________ (1)Ms. Scott served as CEO in fiscal years 2023 and 2024. (2)Non-CEO NEOs were as follows for fiscal years 2023 and 2024: (i)2024: Messrs. Dillon, Donovan, Shih and Ms. Kervin. (ii)2023: Messrs. Dillon, Donovan, Shih and Ms. Kervin. (3)Total Shareholder Return (TSR) assumes $100 is invested as of October 2, 2023. TSR represents cumulative return over fiscal year 2024. 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 2024. (4)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. (5)Adjusted EBITDA is the company-selected performance measure per the requirements of Item 402(v) of Regulation S-K. Adjusted EBITDA represents reported EBITDA for the applicable fiscal year adjusted by adding selected expenses that the company believes do not reflect normal operating conditions and subtracting certain selected income items that do not reflect normal operating conditions. All adjustments are subject to the Compensation Committee’s approval and/or determination that certain items do not reflect normal operating conditions. Reconciliation of Adjusted EBITDA to measures calculated in accordance with GAAP is provided in Appendix A.

  88. 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

  89. Relationship of Compensation Actually Paid and Performance Measures

    | | 2025 Proxy Statement 67 |

  90. 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)

  91. Relationship of Compensation Actually Paid and Performance Measures

    | | 2025 Proxy Statement 68 |

  92. BOARD OF DIRECTORS

    BOARD OF DIRECTORS 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