V2X, Inc DEF 14A, filed Mar 20, 2025

V2X, Inc. (VVX)

DEF 14A 2025-03-20 For: 2025-05-08

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Added on June 12, 2026

About this DEF 14A

V2X, Inc filed this DEF 14A on March 20, 2025.

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		NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS
		LOCATION DETAILS
		TIME: 8:00 a.m. Eastern Time, on Thursday, May 8, 2025
		PLACE: Virtual meeting at www.virtualshareholdermeeting.com/VVX2025
		ITEMS OF BUSINESS
		ITEM 1 To elect four Class II Directors as members of the Board of Directors of V2X (the “Board of Directors” or the “Board”) for a three-year term, each as named in the Proxy Statement.
		ITEM 2 To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2025.
		ITEM 3 To approve, on an advisory basis, the compensation paid to our named executive officers in fiscal year 2024, as described in the Proxy Statement.
		ITEM 4 To approve a third amendment and restatement of the V2X, Inc. 2014 Omnibus Incentive Plan.
		ITEM 5 To transact such other business as may properly come before the meeting or any adjournments, postponements or continuations of the meeting.
		WHO CAN VOTE?
		You can vote if you were a shareholder at the close of business on March 12, 2025, the record date for the 2025 Annual Meeting.
		ANNUAL REPORT TO SHAREHOLDERS AND ANNUAL REPORT ON FORM 10-K
		Our annual report to shareholders, which includes the 2024 Annual Report on Form 10-K (the “2024 Annual Report”), along with the Proxy Statement, is available online at www.proxyvote.com.
		MAILING OR AVAILABILITY DATE
		Beginning on or about March 20, 2025, this Notice of the 2025 Annual Meeting, the Proxy Statement, and the 2024 Annual Report are being mailed or made available, as the case may be, to shareholders of record on March 12, 2025.
		ABOUT PROXY VOTING
		Your vote is important. Proxy voting permits shareholders unable to attend the 2025 Annual Meeting to vote their shares through a proxy. By appointing a proxy, your shares will be represented and voted in accordance with your instructions. If you do not provide instructions on how to vote, the proxies will vote as recommended by the Board of Directors. Most shareholders will not receive paper copies of our proxy materials and can vote their shares by following the Internet or telephone voting instructions provided on the Notice of Internet Availability. If you are a registered owner and requested a paper copy of the proxy materials, you can vote your shares by completing and returning your proxy card or by following the Internet or telephone voting instructions provided on the proxy card. Beneficial owners who received or requested a paper copy of the proxy materials can vote their shares by completing and returning their voting instruction form or by following the Internet or telephone voting instructions provided on the voting instruction form. You can change or revoke your proxy at any time prior to the 2025 Annual Meeting by following the instructions on page 6 of the Proxy Statement and on the proxy card.

	PAGE
V2X QUICK FACTS		1
INFORMATION ABOUT THIS PROXY STATEMENT AND VOTING		5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		10
Delinquent Section 16(a) Reports		11
PROPOSALS TO BE VOTED ON AT THE 2025 ANNUAL MEETING OF SHAREHOLDERS		12
PROPOSAL 1 ELECTION OF DIRECTORS		12
Election of Four Class II Director Nominees for a Term of Three Years		12
PROPOSAL 2 RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2025		19
Independent Registered Public Accounting Firm Fees		19
Pre-Approval of Audit and Non-Audit Services		19
PROPOSAL 3 NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		21
PROPOSAL 4 APPROVAL OF THE THIRD AMENDMENT AND RESTATEMENT OF THE V2X, INC. 2014 OMNIBUS INCENTIVE PLAN		22
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS		28
INFORMATION ABOUT THE BOARD OF DIRECTORS AND OTHER MATTERS		29
Structure of the Board of Directors		29
Director Independence		30
Responsibilities of the Board of Directors		31
Corporate Governance Principles		31
Leadership Structure		32
Communication with the Board of Directors		32
Shareholder Outreach		32
Board and Committee Roles in Risk Oversight		32
Annual Director Evaluations		33
Director Selection and Composition		33
Director Compensation		34
Director Compensation Table		35
Restricted Stock Unit Awards Outstanding at 2024 Fiscal Year-End		36
Director Expenses		36
Compensation Committee Interlocks and Insider Participation		36
Indemnification and Insurance		36
Policies for Approving Related Person Transactions		37
Related Person Transactions		37
Charitable Contribution Conflict of Interest Policy		40
Code of Conduct		40
COMMITTEES OF THE BOARD OF DIRECTORS		41
Audit Committee		42
Compensation Committee		42
Nominating and Governance Committee		43
REPORT OF THE AUDIT COMMITTEE		43
COMPENSATION COMMITTEE REPORT		45
COMPENSATION DISCUSSION AND ANALYSIS		46
Introduction		46

	PAGE
Executive Summary		46
2024 Compensation Information for NEOs		48
Independent Compensation Consultant		50
Our Compensation Cycle		50
Compensation Program Objectives		51
2024 AIP Awards Paid in 2025		52
Long-Term Incentive Program		53
Post-Employment Compensation		57
Severance Plan Arrangements		57
Change in Control Arrangements		57
Employee Benefits		58
Other Considerations and Policies		58
COMPENSATION TABLES		62
Summary Compensation Table		62
Grants of Plan-Based Awards in 2024		64
Special Compensation Arrangements		66
Outstanding Equity Awards at 2024 Fiscal Year End		69
Restricted Stock Unit Vesting Schedule		70
Option Exercises and Stock Vested		71
Pension Benefits		72
Non-Qualified Deferred Compensation for 2024		72
Payments Upon Termination or Change in Control		73
Severance and Change in Control		74
Potential Post-Employment Compensation		79
CEO PAY RATIO		81
PAY VERSUS PERFORMANCE		81
HOW TO ATTEND THE VIRTUAL 2025 ANNUAL MEETING OF SHAREHOLDERS		87
APPENDIX A: THIRD AMENDMENT AND RESTATEMENT OF THE V2X, INC. 2014 OMNIBUS INCENTIVE PLAN		A-1

DATE	May 8, 2025	CORPORATE WEBSITE	https://www.gov2x.com
TIME	8:00 a.m. Eastern Time	INVESTOR RELATIONS WEBSITE	https://investors.gov2x.com/overview/
LOCATION	Virtual at: www.virtualshareholdermeeting.com/VVX2025	ANNUAL REPORT ON FORM 10-K	https://investors.gov2x.com/financials/sec-filings/
RECORD DATE	March 12, 2025	CODE OF CONDUCT	https://investors.gov2x.com/governance/governance-documents/
TRANSFER AGENT	Computershare Trust Company, N.A.
CORPORATE HEADQUARTERS	1875 Campus Commons Drive Suite 305 Reston, VA 20191

	2025 ANNUAL MEETING OF SHAREHOLDERS
	AGENDA ITEMS TO BE VOTED ON				MANAGEMENT RECOMMENDATION
	ITEM 1. ELECTION OF DIRECTORS
	To elect Class II Directors: −Mary L. Howell −Eric M. Pillmore −Joel M. Rotroff −Neil D. Snyder				FOR EACH CLASS II DIRECTOR NOMINEE
	ITEM 2. RATIFICATION OF THE APPOINTMENT OF RSM US LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for fiscal year 2025.				FOR
	ITEM 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
	To approve, on an advisory basis, the compensation of our named executive officers in fiscal year 2024, as described in the Proxy Statement.				FOR
	ITEM 4. APPROVAL OF A THIRD AMENDMENT AND RESTATEMENT OF THE V2X, INC. 2014 OMNIBUS INCENTIVE PLAN
	To approve a third amendment and restatement of the V2X, Inc. 2014 Omnibus Incentive Plan.				FOR


	JEREMY C. WENSINGER PRESIDENT AND CHIEF EXECUTIVE OFFICER			MARY L. HOWELL NON-EXECUTIVE CHAIRMAN OF THE BOARD OF DIRECTORS

DIRECTORS STANDING FOR ELECTION	INDEPENDENT	COMMITTEE ASSIGNMENT(S)
Mary L. Howell	YES	N/A
Eric M. Pillmore	YES	Member of the Audit Committee and Compensation and Human Capital Committee
Joel M. Rotroff	YES	Member of the Compensation and Human Capital Committee
Neil D. Snyder	YES	Member of the Compensation and Human Capital Committee and Member of the Nominating and Governance Committee

NUMBER OF 2024 BOARD AND COMMITTEE MEETINGS
Board				6
Audit Committee				7
Compensation and Human Capital Committee				8
Nominating and Governance Committee				6

2024 ANNUAL DIRECTOR COMPENSATION AND OWNERSHIP GUIDELINES
Cash Retainer				$90,000
Restricted Stock Units				$150,000
Audit Committee Chair – Incremental Compensation				$20,000 Cash Retainer
Compensation and Human Capital Committee Chair – Incremental Compensation				$17,500 Cash Retainer
Nominating and Governance Committee Chair – Incremental Compensation				$15,000 Cash Retainer
Non-Executive Chairman – Incremental Compensation				$50,000 Cash Retainer and $50,000 in Restricted Stock Unit
Director Share Ownership Guidelines				5X the Annual Cash Retainer Amount

		KEY PRINCIPLES AND PRACTICES
					Independent Chairman (“Non-Executive Chairman” or “Chairman”) of our Board of Directors (“Board” or “Board of Directors”).
					Majority vote standard in uncontested elections.
					Majority of the members of our Board (each a “Director”) are independent and our Board committees are fully independent.
					Restriction on the number of boards of publicly-traded companies on which Directors may serve to avoid overboarding. See “Information About the Board of Directors and Other Matters — Corporate Governance Principles” below.
					Annual evaluations of the Board and its standing committees (each a “Committee”).
					Risk oversight by the Board and Audit Committee, and review by the Compensation and Human Capital Committee (the “Compensation Committee”) of potential sources of risk in executive compensation plans and policies.
					Compensation substantially tied to performance.
					No excessive perquisites.
					Policy against hedging, pledging or speculating in Company stock.
					Share ownership guidelines for Compensated Directors (defined below) and Section 16 Officers (defined below).
					Compensation “clawback” and “recoupment” policies.
					No “poison pill” in effect.
					Regular executive sessions of the Board and each Committee without management present.
					Board regularly reviews its composition as well as Committee structure through the Nominating and Governance Committee.
					Annual review by the Board of the Company’s Corporate Governance Principles (the “Corporate Governance Principles”) and by the Committees of their respective charters.
					Cyber Incident Response Procedure in place to guide our response to cyber incidents.

		WE DO…
					Use an independent compensation consultant.
					Pay for performance.
					Mitigate compensation risk through oversight by the Compensation Committee of the design and objectives of our executive compensation programs including an in-depth risk profile review of the Company’s executive compensation programs.
					Maintain “double trigger” change in control provisions in our equity award agreements and our equity incentive plan that require both consummation of a change in control transaction and termination of employment for accelerated vesting.
					Provide for a minimum vesting period of one year for employee equity grants, and generally provide in our employee award agreements for vesting in equal annual installments over a three-year period for our restricted stock units.

		WE DO NOT…
					Reprice stock options.
					Provide tax gross-ups for perquisites or in connection with a change in control; however, tax protection may be provided for costs associated with relocation.
					Guarantee minimum bonus payments.
					Provide for automatic base salary increases.
					Have fixed-term employment arrangements with our named executive officers. All named executive officers are at-will employees.
					Provide a traditional defined benefit pension plan.

	Amount and Nature of Beneficial Ownership(1)				Additional Economic Ownership Information
Name and Address of Beneficial Owner	Shares Owned(2)	Right to Acquire(3)	Total Shares Beneficially Owned	Percent Beneficially Owned	Total RSUs	Total Unvested Options
5% Shareholders
Vertex Aerospace Holdco LLC(4)	14,167,286	—	14,167,286	44.9%	—	—
FMR LLC(5)	3,712,196	—	3,712,196	11.8%	—	—
BlackRock, Inc.(6)	2,088,254	—	2,088,254	6.6%
Directors, Director Nominees and Named Executive Officers(7)
Mary L. Howell(8)	36,310	4,063	40,373	*	4,063	—
Dino M. Cusumano(4)	—	—	—	*	—	—
Lee E. Evangelakos	—	—	—	*	—	—
Melvin F. Parker	18,899	3,047	21,946	*	3,047	—
Eric M. Pillmore	41,516	3,047	44,563	*	3,047	—
Jordan F. Ransom(9)	—	—	—	*	—	—
Joel M. Rotroff	—	—	—	*	—	—
Neil D. Snyder	—	—	—	*	—	—
Stephen L. Waechter(10)	41,901	3,047	44,948	*	3,047	—
Phillip C. Widman(11)	39,901	3,047	42,948	*	3,047	—
Jeremy C. Wensinger	6,250	—	6,250	*	75,849	—
Charles L. Prow(12)(13)	114,935	21,898	136,833	*	14,809	—
Shawn M. Mural	7,570	—	7,570	*	27,557	—
Kenneth W. Shreves	16,856	—	16,856	*	15,442	—
Michael J. Smith	19,037	—	19,037	*	9,711	—
Josephine F. Bjornson(13)	2,128	—	2,128	*	6,797	—
Kevin T. Boyle(13)	18,303	—	18,303	*	—	—
All Directors, Director nominees and current executive officers as a group (17 persons)	262,964	16,251	279,215	*	175,600	—

	MARY L. HOWELL
	AGE	72
	DIRECTOR SINCE	2014

COMMITTEE ASSIGNMENTS
None.
QUALIFICATIONS
Ms. Howell has extensive leadership experience in business management and has also served as a director of other public companies in the aerospace and defense industry.

	JOEL M. ROTROFF
	AGE	43
	DIRECTOR SINCE	2022

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


	BY INTERNET			BY TELEPHONE (FROM U.S.)			BY MAIL

Fiscal Year Ended December 31
	2024 ($)	2023 ($)
Audit Fees(1)	3,924,140	3,356,729
Audit-Related Fees(2)	120,000	—
Tax Fees(3)	1,701	7,720
All Other Fees(4)	—	—
Total	4,045,841	3,364,449

Name	RSUs	PSUs
Jeremy C. Wensinger	44,299	64,299
Charles L. Prow	43,411	43,411
Shawn M. Mural	14,915	14,915
Kenneth W. Shreves	9,617	9,617
Michael J. Smith	5,232	5,232
Josephine L. Bjornson	5,209	5,209
Kevin T. Boyle	5,955	5,955
Current Executive Officers as a group	80,964	94,063
Non-Employee Directors as a group	16,251	—
All non-executive officer employees as a group	3,785	3,785

Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (millions)	(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($)	(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (millions)
Equity Compensation Plans Approved by Security Holders	0.03(1)	22.43(2)	0.7(3)
Equity Compensation Plans Not Approved by Security Holders	—	—	—
Total	0.03	22.43	0.7

	JORDAN F. RANSOM
	AGE	35
	DIRECTOR SINCE	2025

COMMITTEE ASSIGNMENTS
None.
QUALIFICATIONS
Mr. Ransom has extensive experience in finance, business and capital markets.

	STEPHEN L. WAECHTER
	AGE	74
	DIRECTOR SINCE	2014

COMMITTEE ASSIGNMENTS
Audit Committee, Chair; and Nominating and Governance Committee, Member
QUALIFICATIONS
Mr. Waechter has extensive experience in finance, accounting and leadership and has held executive positions at several government contractors and other public companies. Mr. Waechter has also served as a director of several private companies and as an audit committee chair of a public company.

	Jeremy C. Wensinger
	AGE	61
	DIRECTOR SINCE	2024

COMMITTEE ASSIGNMENTS
None.
QUALIFICATIONS
Mr. Wensinger has extensive leadership and business management experience in the aerospace and defense industry.

	PHILLIP C. WIDMAN
	AGE	70
	DIRECTOR SINCE	2014

COMMITTEE ASSIGNMENTS
Compensation and Human Capital Committee, Chair; and Audit Committee, Member
QUALIFICATIONS
Mr. Widman has extensive experience in finance and management and has experience serving as a chief financial officer and senior executive of several companies. Mr. Widman currently serves as a director of other public companies and has served as chair of several audit committees.

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

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

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

Name and Principal Position	2023 Base Salary ($)	Increase (%)	Increase ($)	2024 Base Salary ($)
Charles L. Prow President and Chief Executive Officer (Former)	950,000	5.3	50,000	1,000,000
Kenneth W. Shreves SVP, Global Mission Support	450,000	27.8	125,000	575,000
Michael J. Smith Corporate Vice President, Treasurer, Investor Relations, and Corporate Development	360,000	13.9	50,000	410,000
Josephine F. Bjornson SVP, Chief Human Resources Officer	400,000	6.3	25,000	425,000
Kevin T. Boyle SVP, Chief Legal Officer, General Counsel and Corporate Secretary (Former)	470,000	3.2	15,000	485,000

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

	Total Revenue*			New Business Wins*			Adjusted EBITDA*			DSO
	Min	Tgt	Max	Min	Tgt	Max	Min	Tgt	Max	Min	Tgt	Max
Performance Percentage of Target	92%	100%	110%	40%	100%	180%	85%	100%	115%	94.3%	100%	110%
Payout Percentage of Target	50%	100%	200%	25%	100%	200%	25%	100%	200%	33.3%	100%	200%

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

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

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

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

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

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

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

		Chief Executive Officer			5 X Annual Base Salary
		Chief Financial Officer			3 X Annual Base Salary
		Other C-Suite Executives			2 X Annual Base Salary
		Select Senior Vice Presidents			1 X Annual Base Salary

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

Name and Principal Position	Year	Salary ($)	Stock Awards ($)(1)	Non-equity Incentive Plan Compensation ($)(2)	All Other Compensation ($)(3)	Total ($)
Jeremy C. Wensinger President and Chief Executive Officer	2024	500,001	4,861,874	481,875	18,813	5,862,563
	2023	—	—	—	—	—
	2022	—	—	—	—	—
Charles L. Prow(4) Former President and Chief Executive Officer	2024	488,456	4,005,533	—	6,921,274	11,415,263
	2023	926,919	5,285,471	1,303,115	40,120	7,555,625
	2022	831,310	2,500,013	1,251,965	36,391	4,619,679
Shawn M. Mural SVP and Chief Financial Officer	2024	700,000	1,376,207	431,760	58,852	2,566,819
	2023	149,759	1,397,217	174,580	1,433	1,722,989
	2022	—	—	—	—	—
Kenneth W. Shreves SVP, Global Mission Support	2024	546,154	887,361	489,730	24,311	1,947,556
	2023	438,458	790,173	382,985	19,171	1,630,787
	2022	—	—	—	—	—
Michael J. Smith Corporate Vice President, Corporate Development, Investor Relations and Treasury	2024	398,461	482,756	298,982	14,080	1,194,280
	2023	—	—	—	—	—
	2022	—	—	—	—	—
Josephine F. Bjornson(5) SVP, Chief Human Resources Officer	2024	416,799	480,634	196,605	7,133	1,101,171
	2023	—	—	—	—	—
	2022	—	—	—	—	—
Kevin T. Boyle(6) Former SVP, Chief Legal Officer, General Counsel and Corporate Secretary	2024	334,409	549,468	149,574	836,841	1,870,292
	2023	—	—	—	—	—
	2022	—	—	—	—	—