V2X, Inc DEF 14A, filed Mar 20, 2024

V2X, Inc. (VVX)

DEF 14A 2024-03-20 For: 2024-05-09

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Added on June 12, 2026

About this DEF 14A

V2X, Inc filed this DEF 14A on March 20, 2024.

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		NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
		LOCATION DETAILS
		TIME: 8:00 a.m. Eastern Time, on Thursday, May 9, 2024
		PLACE: Virtual meeting at www.virtualshareholdermeeting.com/VVX2024
		ITEMS OF BUSINESS
		ITEM 1 To elect four Class I 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 accompanying Proxy Statement.
		ITEM 2 To ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for 2024.
		ITEM 3 To approve, on an advisory basis, the compensation paid to our named executive officers, as described herein.
		ITEM 4 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, 2024, the record date for the 2024 Annual Meeting.
		ANNUAL REPORT TO SHAREHOLDERS AND ANNUAL REPORT ON FORM 10-K
		Our Annual Report to Shareholders, which includes the 2023 Annual Report on Form 10-K (the “2023 Annual Report”), is being furnished along with this Proxy Statement to shareholders of record.
		MAILING OR AVAILABILITY DATE
		Beginning on or about March 20, 2024, this Notice of the 2024 Annual Meeting, the 2024 Proxy Statement, and the 2023 Annual Report are being mailed or made available, as the case may be, to shareholders of record on March 12, 2024.
		ABOUT PROXY VOTING
		Your vote is important. Proxy voting permits shareholders unable to attend the 2024 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 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 2024 Annual Meeting by following the instructions on page 6 of this 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		11
Delinquent Section 16(a) Reports		12
PROPOSALS TO BE VOTED ON AT THE 2024 ANNUAL MEETING OF SHAREHOLDERS		12
PROPOSAL 1 ELECTION OF DIRECTORS		12
Election of Four Class I Director Nominees for a Term of Three Years		12
PROPOSAL 2 RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024		20
Change in Certifying Accountant		20
Independent Registered Public Accounting Firm Fees		20
Pre-Approval of Audit and Non-Audit Services		21
PROPOSAL 3 NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		22
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS		23
INFORMATION ABOUT THE BOARD OF DIRECTORS AND OTHER MATTERS		24
Structure of the Board of Directors		24
Director Independence		25
Responsibilities of the Board of Directors		25
Corporate Governance Principles		26
Leadership Structure		26
Communication with the Board of Directors		27
Shareholder Outreach		27
Board and Committee Roles in Risk Oversight		27
Annual Director Evaluations		27
Director Selection, Composition and Diversity		28
Director Compensation		28
Director Compensation Table		29
Restricted Stock Unit Awards Outstanding at 2023 Fiscal Year-End		30
Director Expenses		30
Compensation Committee Interlocks and Insider Participation		30
Indemnification and Insurance		31
Policies for Approving Related Person Transactions		31
Related Person Transactions		31
Charitable Contribution Conflict of Interest Policy		34
Code of Conduct		34
COMMITTEES OF THE BOARD OF DIRECTORS		35
Audit Committee		36
Compensation Committee		36
Nominating and Governance Committee		37
REPORT OF THE AUDIT COMMITTEE		37
COMPENSATION COMMITTEE REPORT		39
COMPENSATION DISCUSSION AND ANALYSIS		40
Introduction		40
Executive Summary		40

	PAGE
2023 Compensation Information for NEOs		42
Independent Compensation Consultant		43
Our Compensation Cycle		44
Compensation Program Objectives		44
2023 AIP Awards Paid in 2024		46
Long-Term Incentive Program		48
Post-Employment Compensation		52
Severance Plan Arrangements		52
Change in Control Arrangements		52
Employee Benefits		53
Other Considerations and Policies		53
COMPENSATION TABLES		56
Summary Compensation Table		56
Grants of Plan-Based Awards in 2023		58
Special Compensation Arrangements		59
Outstanding Equity Awards at 2023 Fiscal Year End		62
Restricted Stock Unit Vesting Schedule		63
Option Exercises and Stock Vested		63
Pension Benefits		64
Non-Qualified Deferred Compensation for 2023		64
Severance and Change in Control		65
Potential Post-Employment Compensation		69
CEO PAY RATIO		70
PAY VERSUS PERFORMANCE		71
HOW TO ATTEND THE VIRTUAL 2024 ANNUAL MEETING OF SHAREHOLDERS		76

DATE	May 9, 2024	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/VVX2024	ANNUAL REPORT ON FORM 10-K	https://investors.gov2x.com/financials/sec-filings/
RECORD DATE	March 12, 2024	CODE OF CONDUCT	https://investors.gov2x.com/governance/governance-documents/
TRANSFER AGENT	Computershare Trust Company, N.A.
CORPORATE HEADQUARTERS	7901 Jones Branch Drive Suite 700 McLean, Virginia 22102

	2024 ANNUAL MEETING OF SHAREHOLDERS
	AGENDA ITEMS TO BE VOTED ON				MANAGEMENT RECOMMENDATION
	ITEM 1. ELECTION OF DIRECTORS
	To elect Class I Directors: −Dino M. Cusumano −Lee E. Evangelakos −Charles L. Prow −Phillip C. Widman				FOR EACH CLASS I 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 2024.				FOR
	ITEM 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
	To approve, on an advisory basis, the compensation of our named executive officers, as described in the 2024 Proxy Statement.				FOR

DIRECTORS STANDING FOR ELECTION	INDEPENDENT	COMMITTEE ASSIGNMENT(S)
Dino M. Cusumano	NO	N/A
Lee E. Evangelakos	NO	Member of the Nominating and Governance Committee
Charles L. Prow	NO	N/A
Phillip C. Widman	YES	Chair of the Compensation and Human Capital Committee and Member of the Audit Committee

NUMBER OF 2023 BOARD AND COMMITTEE MEETINGS
Board				12
Audit Committee				8
Compensation and Human Capital Committee				9
Nominating and Governance Committee				6
Strategy Committee				4

2023 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.
					Restriction on the number of boards of publicly-traded companies on which members of our Board (each a “Director”) may serve to avoid overboarding, including the number of boards on which a Director who is a chief executive officer may serve. 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 consideration by the Compensation and Human Capital Committee (the “Compensation Committee”) of enterprise risk factors in establishing executive compensation design and objectives.
					Compensation substantially tied to performance.
					No excessive perquisites.
					No tax gross-ups on perquisites or in connection with a change in control. Tax protection may be provided for amounts associated with relocation.
					Policy against hedging, pledging or speculating in Company stock.
					Share ownership guidelines for Directors and officers.
					Compensation “clawback” and “recoupment” policies.
					No poison pill.
					Regular executive sessions of the Board and each Committee without management present.
					Board regularly reviews Board composition as well as Committee structure through its Nominating and Governance Committee. As part of this review, in 2023, the Board dissolved the Strategy Committee having found it more efficient to have the Board oversee the Company’s strategic planning.
					Annual review by the Board of the Company’s Corporate Governance Principles (the “Corporate Governance Principles”) and by the Committees of their respective charters.

		WE DO…
					Use an independent compensation consultant.
					Pay for performance.
					Maintain meaningful stock ownership guidelines for Directors and officers.
					Mitigate compensation risk through oversight by the Compensation Committee of the design and objectives of our 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.
					Enable the Board to seek recoupment of performance-based compensation, including cash and 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 (defined below), of compensation in the event of a material accounting restatement of the Company’s financial results, irrespective of fraud or misconduct, pursuant to the policy.

		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 pension plan.

		Chief Executive Officer			5 X Annual Base Salary
		Chief Financial Officer			3 X Annual Base Salary
		Select Senior Vice Presidents			2 X Annual Base Salary
		Select Corporate Vice Presidents			1 X Annual Base Salary

	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)	18,967,286	—	18,967,286	60.3%	—	—
FMR LLC(5)	2,508,334	—	2,508,334	8.0%	—	—
Directors, Director Nominees and Named Executive Officers(10)
Mary L. Howell	31,635	4,675	36,310	*	4,675	—
Dino M. Cusumano(4)	—	—	—	*	—	—
Abbas O. Elegba	—	—	—	*	—	—
Lee E. Evangelakos	—	—	—	*	—	—
Melvin F. Parker	15,393	3,506	18,899	*	3,506	—
Eric M. Pillmore	34,885	3,506	38,391	*	3,506	—
Joel M. Rotroff	—	—	—	*	—	—
Neil D. Snyder	—	—	—	*	—	—
Stephen L. Waechter(6)	38,395	3,506	41,901	*	3,506	—
Phillip C. Widman(7)	36,395	3,506	39,901	*	3,506	—
Charles L. Prow(8)	97,629	21,898	119,527	*	84,574	—
Shawn M. Mural	500	—	500	*	26,328	—
Susan D. Lynch(9)	17,012	—	17,012	*	6,770	—
Susan L. Deagle(9)	18,522	5,618	24,140	*	—	—
Kenneth W. Shreves	11,846	—	11,846	*	15,772	—
William W. Beard(9)	71,939	—	71,939	*	—	—
All Directors, Director nominees and current executive officers as a group (17 persons)	307,433	40,597	348,030	1.1%	185,809	—

	DINO M. CUSUMANO
	AGE	49
	DIRECTOR SINCE	2022

COMMITTEE ASSIGNMENTS
None.
QUALIFICATIONS
Mr. Cusumano has extensive experience in the finance industry, and specifically in mergers and acquisitions and capital markets. Mr. Cusumano has also served as a director of other public companies.

	CHARLES L. PROW
	AGE	64
	DIRECTOR SINCE	2016

COMMITTEE ASSIGNMENTS
None.
QUALIFICATIONS
Mr. Prow has an extensive leadership experience in global government services organizations and expertise involving information technology and the development of complex strategic solutions for a wide range of government customers.


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

Fiscal Year Ended December 31
	2023 ($)	2022 ($)
Audit Fees(1)	3,356,729	2,898,000
Audit-Related Fees(2)	—	—
Tax Fees(3)	7,720	280,875
All Other Fees(4)	—	—
Total	3,364,449	3,178,875

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	.04(1)	22.93(2)	.9(3)
Equity Compensation Plans Not Approved by Security Holders	—	—	—
Total	.04	22.93	.9


	RESTRICTED STOCK UNIT AWARDS OUTSTANDING AT 2023 FISCAL YEAR-END

	PHILLIP C. WIDMAN
	AGE	69
	DIRECTOR SINCE	2014

COMMITTEE ASSIGNMENTS
Compensation and Human Capital Committee, Chair; 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 has also served as a director of other public companies, including as chair of several audit committees.

	ABBAS O. ELEGBA
	AGE	44
	DIRECTOR SINCE	2023

COMMITTEE ASSIGNMENTS
None.
QUALIFICATIONS
Mr. Elegba has extensive experience in finance, business and capital markets and has served in the military.

	STEPHEN L. WAECHTER
	AGE	73
	DIRECTOR SINCE	2014

COMMITTEE ASSIGNMENTS
Audit Committee, Chair; Nominating and Governance Committee, Member
QUALIFICATIONS
Mr. Waechter has extensive experience in finance, merger and acquisitions 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.

	Name				Restricted Stock Unit Awards
	Mary L. Howell				4,675
	Dino M. Cusumano(1)				N/A
	Abbas Elegba(1)				N/A
	Lee E. Evangelakos(1)				N/A
	Melvin F. Parker				3,506
	Eric M. Pillmore				3,506
	Joel M. Rotroff(1)				N/A
	Neil D. Snyder(1)				N/A
	Stephen L. Waechter				3,506
	Phillip C. Widman				3,506
	John “Ed” Boyington, Jr.(2)				N/A

		KEY GOVERNANCE POLICIES AND PRACTICES RELATED TO COMPENSATION:
		WE DO:
		• Use an independent Compensation Consultant selected and hired by the Compensation Committee.
		• Pay for both corporate and individual 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 of our NEOs are at-will employees.
		• Provide a traditional pension plan.

Name and Principal Position	2023 Base Salary ($)	Target 2023 Annual AIP Award (% of Base Salary)(1)	Target 2023 Long-Term Incentive Award ($)
Charles L. Prow President and Chief Executive Officer	950,000	110%	3,500,000
Shawn M. Mural SVP and Chief Financial Officer	700,000	80%	750,000
Susan D. Lynch(2) Former Chief Financial Officer	550,000	75%	800,000
Susan L. Deagle(2) SVP and Chief Growth and Client Service Officer	525,000	75%	800,000
Kenneth W. Shreves SVP, Global Mission Solutions	450,000	65%	550,000
William W. Beard(2) SVP, Aerospace Solutions	450,000	65%	550,000

		2023 AIP METRICS				PERFORMANCE PERCENTAGE
		Total Revenue				10%
		New Business Wins				10%
		Adjusted EBITDA				50%
		DSO				20%
		Individual Strategic Achievements*				10%

	Total Revenue*			New Business Wins*			Adjusted EBITDA*			DSO			Individual Strategic Achievements
	Min	Tgt	Max	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%	94.7%	100%	109.2%	0%	100%	200%
Payout Percentage of Target	50%	100%	200%	25%	100%	200%	50%	100%	200%	33.3%	100%	200%	0%	100%	200%

Metric (all $ amounts in millions, except DSO)	Performance Target at 100.0% Payment and Weighting(1)		2023 Performance	Performance Percentage of Target	Payout Percentage of Target(1)	Weighted Attainment
Total Revenue	$3,825.0	10.0%	$3,963.1	103.6%	136.1%	13.6%
New Business Wins	$517.0	10.0%	$944.3	182.6%	200.0%	20.0%
Adjusted EBITDA	$295.0	50.0%	$293.9	99.6%	98.7%	49.4%
DSO	71.0	20.0%	67.5	105.2%	158.3%	31.7%
Individual Strategic Achievements (discussed below)		10.0%		100.0%	100.0%	10.0%

Name	Base Salary (a)($)	Annual Incentive Target as a Percent of Base Salary (b)(1)	Total Revenue Percent Achieved	New Business Wins Percent Achieved	Adjusted EBITDA Percent Achieved	DSO Percent Achieved	Individual Strategic Achievements Percent Achieved(2)	Approved Total Performance Percent Payout (c)	Actual 2023 AIP Awards (a)x(b)x (c)($)
Charles L. Prow	950,000	110	13.6	20.0	49.4	31.7	10	124.7	1,303,115
Shawn M. Mural(3)	700,000	80	13.6	20.0	49.4	31.7	10	124.7	174,580
Susan D. Lynch(4)	550,000	75	—	—	—	—	—	—	—

	RSU Award		PSU Group 1 and Group 2 Awards
Name	$ Value	# of Units	$ Value	# of Units
Charles L. Prow	1,750,000	44,428	4,125,000	95,735
Shawn M. Mural	624,976	11,413	691,624	13,688
Susan D. Lynch	400,000	10,155	970,000	22,469
Susan L. Deagle	400,000	10,155	922,500	21,443
Kenneth W. Shreves	275,000	6,981	583,750	13,651
William W. Beard	275,000	6,981	655,000	15,190

		Company’s Relative TSR Performance				PSU Group 1 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 Group 1 Target Award ($)	PSU Group 1 Target Award (# of Units)
Charles L. Prow	1,750,000	44,428
Shawn M. Mural	375,000	6,848
Susan D. Lynch	400,000	10,155
Susan L. Deagle	400,000	10,155
Kenneth W. Shreves	275,000	6,981
William W. Beard	275,000	6,981

		Company Per Share Average*				PSU Group 2 Award Vesting Factor
		less than $60				0%
		$60				30%
		$75				60%
		$90 or Greater				80%

Name	PSU Group 2 Target Award ($)	PSU Group 2 Target Award (# of Units)
Charles L. Prow	2,375,000	51,307
Shawn M. Mural	316,624	6,840
Susan D. Lynch	570,000	12,314
Susan L. Deagle	522,500	11,288
Kenneth W. Shreves	308,750	6,670
William W. Beard	380,000	8,209

Name	2021 Target Award ($)	Payout at 49.77% ($)
Charles L. Prow	1,050,000	522,585
Shawn M. Mural(1)	—	—
Susan D. Lynch(2)	225,000	111,983
Susan L. Deagle	195,000	97,052
Kenneth W. Shreves	125,000	62,213
William W. Beard(1)	—	—

		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 are performance-based equity awards that vest at the end of a three-year period based on the attainment of relative TSR performance and absolute stock price 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 cash/incentives and 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 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 executive officers at the level of Corporate Vice Presidents and above 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 pension plan.

Name and Principal Position	Year	Salary ($)	Stock Awards ($)(1)	Non-equity Incentive Plan Compensation ($)(2)	All Other Compensation ($)(3)	Total ($)
Charles L. Prow President and Chief Executive Officer	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
	2021	764,619	2,099,972	1,185,106	33,844	4,083,541
Shawn M. Mural SVP and Chief Financial Officer	2023	149,759	1,397,217	174,580	1,433	1,722,989
	—	—	—	—	—	—
	—	—	—	—	—	—
Susan D. Lynch(4) Former Chief Financial Officer	2023	475,675	1,225,112	—	1,944,736	3,645,523
	2022	486,379	600,016	502,125	17,507	1,606,027
	2021	438,452	450,019	451,011	17,393	1,356,875
Susan L. Deagle(5) SVP and Chief Growth and Client Service Officer	2023	513,462	1,195,378	491,069	21,091	2,221,000
	—	—	—	—	—	—
	—	—	—	—	—	—
Kenneth W. Shreves SVP, Global Mission Solutions	2023	438,458	790,173	382,985	19,171	1,630,787
	—	—	—	—	—	—
	—	—	—	—	—	—
William W. Beard(6) SVP, Aerospace Solutions	2023	428,165	834,773	357,453	24,852	1,645,243
	2022	173,389	3,977,391	289,121	4,656	4,444,557
	—	—	—	—	—	—

Name	Year	Perquisites(1) ($)	Severance(2) ($)	Excess Savings Plan Contributions(3) ($)	401(k) Matching Contributions(4) ($)	Other(5) ($)	Total All Other Compensation ($)
Charles L. Prow	2023	—	—	23,877	12,222	4,021	40,120
Shawn M. Mural	2023	—	—	—	1,077	356	1,433
Susan D. Lynch	2023	—	1,925,000	3,671	13,262	2,803	1,944,736
Susan L. Deagle	2023	—	—	7,338	11,550	2,203	21,091
Kenneth W. Shreves	2023	—	—	4,338	12,000	2,833	19,171
William W. Beard	2023	—	—	—	22,500	2,352	24,852