V2X, Inc DEF 14A, filed Mar 20, 2023

V2X, Inc. (VVX)

DEF 14A 2023-03-20

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Added on June 12, 2026

About this DEF 14A

V2X, Inc filed this DEF 14A on March 20, 2023.

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		NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
		LOCATION DETAILS
		TIME: 8:00 a.m. Eastern Time, on Thursday, May 4, 2023
		PLACE: Virtual meeting at www.virtualshareholdermeeting.com/VVX2023
		ITEMS OF BUSINESS
		ITEM 1 To elect three Class III Directors as members of the Board of Directors 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 2023.
		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 13, 2023, the record date for the 2023 Annual Meeting.
		ANNUAL REPORT TO SHAREHOLDERS AND ANNUAL REPORT ON FORM 10-K
		Our Annual Report to Shareholders, which includes the 2022 Annual Report on Form 10-K (the “2022 Annual Report”), is being furnished along with this Proxy Statement to shareholders of record.
		MAILING OR AVAILABILITY DATE
		Beginning on or about March 20, 2023, this Notice of the 2023 Annual Meeting, the 2023 Proxy Statement, and the 2022 Annual Report are being mailed or made available, as the case may be, to shareholders of record on March 13, 2023.
		ABOUT PROXY VOTING
		Your vote is important. Proxy voting permits shareholders unable to attend the 2023 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 2023 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 2023 ANNUAL MEETING OF SHAREHOLDERS		12
PROPOSAL 1 ELECTION OF DIRECTORS		12
Election of Three Class III Director Nominees for a Term of Three Years		12
PROPOSAL 2 RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023		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		23
Securities Authorized for Issuance Under Equity Compensation Plans		24
INFORMATION ABOUT THE BOARD OF DIRECTORS AND OTHER MATTERS		25
Structure of the Board of Directors		25
Director Independence		26
Responsibilities of the Board of Directors		27
Corporate Governance Principles		27
Leadership Structure		27
Communication with the Board of Directors		28
Shareholder Outreach		28
Board and Committee Roles in Risk Oversight		28
Annual Director Evaluations		28
Director Selection, Composition and Diversity		29
Diversity, Equity, and Inclusion in the Workforce — V2X For Everyone		29
Non-Management Director Compensation		30
Director Compensation Table		31
Restricted Stock Unit Awards Outstanding at 2022 Fiscal Year-End		32
Director Expenses		32
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		32
Indemnification and Insurance		33
Policies for Approving Related Person Transactions		33
Related Person Transactions		33
Charitable Contribution Conflict of Interest Policy		36
Code of Conduct		36
COMMITTEES OF THE BOARD OF DIRECTORS		37
Audit Committee		38
Compensation Committee		40
Nominating and Governance Committee		40
Strategy Committee		41
REPORT OF THE AUDIT COMMITTEE		41
COMPENSATION COMMITTEE REPORT		42

	PAGE
COMPENSATION DISCUSSION AND ANALYSIS		44
Introduction		44
Vertex Transaction; Executive Changes		44
Executive Summary		44
2022 Compensation Information for NEOs		46
Independent Compensation Consultant		47
Our Compensation Cycle		48
Compensation Program Objectives		48
2022 AIP Awards Paid in 2023		51
Long-Term Incentive Program		55
Post-Employment Compensation		57
Severance Plan Arrangements		57
Change in Control Arrangements		57
Employee Benefits		57
Other Considerations and Policies		58
COMPENSATION TABLES		61
Summary Compensation Table		61
Grants of Plan-Based Awards in 2022		63
Special Compensation Arrangements		64
Outstanding Equity Awards at 2022 Fiscal Year End		65
Restricted Stock Unit Vesting Schedule		66
Option Exercises and Stock Vested		66
Pension Benefits		67
Non-Qualified Deferred Compensation for 2022		67
Severance and Change in Control		68
Potential Post-Employment Compensation		72
CEO PAY RATIO		73
PAY VERSUS PERFORMANCE		73
HOW TO ATTEND THE VIRTUAL 2023 ANNUAL MEETING OF SHAREHOLDERS		79

DATE	May 4, 2023	CORPORATE WEBSITE	https://www.gov2x.com
TIME	8:00 a.m. Eastern Time	INVESTOR RELATIONS WEBSITE	https://www.gov2x.com (under “Investors”)
LOCATION	Virtual at: www.virtualshareholdermeeting.com/ VVX2023	ANNUAL REPORT ON FORM 10-K	https://www.gov2x.com (under “Investors” then “SEC Filings” then “Documents”)
RECORD DATE	March 13, 2023	CODE OF CONDUCT	https://www.gov2x.com (under “Investors” then “Governance Documents”)
TRANSFER AGENT	Computershare Trust Company, N.A
CORPORATE HEADQUARTERS	7901 Jones Branch Drive Suite 700 McLean, Virginia 22102

	ANNUAL MEETING OF SHAREHOLDERS
	AGENDA ITEMS TO BE VOTED ON				MANAGEMENT RECOMMENDATION
	ITEM 1. ELECTION OF DIRECTORS
	To elect Class III Directors: −John “Ed” Boyington, Jr. −Melvin F. Parker −Stephen L. Waechter				FOR EACH CLASS III 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 2023.				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 2023 Proxy Statement.				FOR

DIRECTORS STANDING FOR ELECTION	INDEPENDENT	COMMITTEE ASSIGNMENT
John “Ed” Boyington, Jr.	NO	Member of the Strategy Committee
Melvin F. Parker	YES	Chair of the Nominating and Governance Committee and Member of the Audit and Strategy Committees
Stephen L. Waechter	YES	Chair of the Audit Committee and Member of the Nominating and Governance Committee

NUMBER OF 2022 BOARD AND COMMITTEE MEETINGS
Board				12
Audit Committee				12
Compensation and Personnel Committee				9
Nominating and Governance Committee				6
Strategy Committee				5

2022 ANNUAL NON-MANAGEMENT DIRECTOR COMPENSATION AND OWNERSHIP GUIDELINES
Cash Retainer				$85,000
Restricted Stock Units				$130,000
Audit Committee Chair – Incremental Compensation				$20,000 Cash Retainer
Compensation and Personnel Committee Chair – Incremental Compensation				$17,500 Cash Retainer
Nominating and Governance Committee Chair – Incremental Compensation				$15,000 Cash Retainer
Strategy 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				5 X the Annual Cash Retainer Amount

		KEY PRINCIPLES AND PRACTICES
					Independent Chairman of the Board.
					Majority vote standard in uncontested elections.
					Restriction on the number of boards of publicly-traded companies on which members of our Board of Directors (each a “Director”) may serve to avoid overboarding, including the number of boards on which a Director who is a CEO may serve. See “Information About the Board of Directors and Other Matters — Corporate Governance Principles” below.
					Annual Board and Committee evaluations.
					Risk oversight by the Board and Audit Committee, and consideration by the Compensation and Personnel 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” policy.
					No poison pill.
					Regular executive sessions of the Board and each Committee without management present.
					Board regularly reviews Board composition, including diversity and tenure, as well as Committee structure through its Nominating and Governance Committee.
					Annual review by the Board of 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.
					Conduct an annual say-on-pay vote.
					Mitigate compensation risk through oversight by the Compensation and Personnel 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 clawback or recoupment of performance-based compensation, including all equity-based compensation, from executives under certain circumstances in the event of a material restatement of the Company’s financial results.

		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.

		CEO			5 X Annual Base Salary
		CFO			3 X Annual Base Salary
		Senior Vice Presidents			2 X Annual Base Salary
		Corporate Vice			1 X Annual Base Salary
		Presidents

	Amount and Nature of Beneficial Ownership(1)				Additional Economic Linkage 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	61.2%	—	—
FMR LLC(5)	2,023,836	—	2,023,836	6.5%	—	—
Directors, Director Nominees and Named Executive Officers(7)
Mary L. Howell	27,819	3,816	31,635	*	3,816	—
John “Ed” Boyington, Jr.	317,524	—	317,524	*	—	—
Dino M. Cusumano(4)	18,875,421	—	18,875,421	*	—	—
Lee E. Evangelakos	—	—	—	*	—	—
Melvin F. Parker	11,577	3,816	15,393	*	3,816	—
Eric M. Pillmore	31,069	3,816	34,885	*	3,816	—
Joel M. Rotroff	—	—	—	*	—	—
Neil D. Snyder	—	—	—	*	—	—
Stephen L. Waechter(6)	34,579	3,816	38,395	*	3,816	—
Phillip C. Widman	32,579	3,816	36,395	*	3,816	—
Charles L. Prow	78,349	21,898	100,247	*	73,523	—
Susan D. Lynch	10,760	—	10,760	*	16,984	—
William W. Beard	19,281	—	19,281	*	94,924	—
Richard Mendoza	12,667	—	12,667	*	54,620	—
All Directors, Director nominees and current executive officers as a group (19 persons)	19,505,696	46,596	19,552,292	63.1%	312,718	—

	JOHN “ED” BOYINGTON, JR.
	AGE	76
	DIRECTOR SINCE	2022

COMMITTEE ASSIGNMENTS
Strategy Committee, Member
QUALIFICATIONS
Mr. Boyington has extensive experience as an executive in the defense contracting and aerospace industries, and has served in the military.

	MELVIN F. PARKER
	AGE	55
	DIRECTOR SINCE	2014

COMMITTEE ASSIGNMENTS
Nominating and Governance Committee, Chair; Audit Committee, Member; Strategy Committee, Member
QUALIFICATIONS
Mr. Parker has extensive management and leadership experience as a senior executive for a number of public companies and has served in the military.


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

	CHARLES L. PROW
	AGE	63
	DIRECTOR SINCE	2016

COMMITTEE ASSIGNMENTS
None.
QUALIFICATIONS
Mr. Prow has an extensive background and 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. His strong business background provides him with a valuable perspective and deep understanding of the challenges facing government services organizations.

Fiscal Year Ended December 31
	2022 ($)	2021 ($)
Audit Fees(1)	612,280	1,647,285
Audit-Related Fees(2)	N/A	40,000
Tax Fees(3)	N/A	N/A
All Other Fees(4)	1,895	1,895
Total	614,175	1,689,180

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	.042(1)	22.86(2)	1.4(3)
Equity Compensation Plans Not Approved by Security Holders	—	—	—
Total	.042	22.86	1.4

	DINO M. CUSUMANO
	AGE	48
	DIRECTOR SINCE	2022

COMMITTEE ASSIGNMENTS
Strategy Committee, Chair
QUALIFICATIONS
Mr. Cusumano has extensive experience in the finance industry, and specifically in mergers and acquisitions and capital markets.

Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	Total ($)
Mary L. Howell(3)	116,205	130,011	246,216
Dino M. Cusumano(4)	N/A	N/A	N/A
Lee E. Evangelakos(4)	N/A	N/A	N/A
Melvin F. Parker(5)	87,904	130,011	217,915
Eric M. Pillmore(6)	79,356	130,011	209,367
Joel M. Rotroff(4)	N/A	N/A	N/A
Neil D. Snyder(4)	N/A	N/A	N/A
Stephen L. Waechter(7)	94,932	130,011	224,943
Phillip C. Widman(8)	89,747	130,011	219,758
Bradford J. Boston(9)	105,569	32,503	138,072
Louis J. Giuliano(10)	22,562	45,006	67,568
William F. Murdy(11)	14,205	32,503	46,708

	Name				Restricted Stock Unit Awards
	Mary L. Howell				3,816
	Dino M. Cusumano(1)				N/A
	Lee E. Evangelakos(1)				N/A
	Melvin F. Parker				3,816
	Eric M. Pillmore				3,816
	Joel M. Rotroff(1)				N/A
	Neil D. Snyder(1)				N/A
	Stephen L. Waechter				3,816
	Phillip C. Widman				3,816
	Bradford J. Boston(2)				N/A
	Louis J. Giuliano(2)				N/A
	William F. Murdy(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 a compensation clawback policy that is 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.

		KEY GOVERNANCE POLICIES AND PRACTICES RELATED TO COMPENSATION:
		WE DO:
		• 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 restricted stock unit awards.

		WE DO NOT:
		• reprice stock options.
		• guarantee minimum bonus 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	2022 Base Salary ($)	Target 2022 Annual Bonus Award (% of Base Salary)(1)	Target 2022 Long-Term Incentive Award ($)
Charles L. Prow President and Chief Executive Officer	850,000	110%	2,500,000
Susan D. Lynch Senior Vice President and Chief Financial Officer	500,000	75%	600,000
John “Ed” Boyington, Jr.(2) President, Vertex Aerospace LLC	583,000	85%	N/A
William W. Beard(2) Senior Vice President, Aerospace Solutions	346,777	65%	N/A
Richard Mendoza(2) Senior Vice President and Chief People Officer	300,644	60%	N/A

2022 AIP METRICS (LEGACY VECTRUS NEOs)	PERFORMANCE PERCENTAGE (Legacy Vectrus Full Year Financial Results Weighted 50%)	PERFORMANCE PERCENTAGE (V2X Second Half Financial Plan Weighted 50%)
Adjusted Diluted EPS	30%	30%
Total Revenue	10%	10%
New Business Wins	20%	20%
DSO	20%	N/A
Net Debt	N/A	20%
Individual Strategic Achievements*	20%	20%

	Adjusted Diluted EPS*			Revenue*			New Business Wins			DSO			Net Debt			Individual Strategic Achievements
	Min	Tgt	Max	Min	Tgt	Max	Min	Tgt	Max	Min	Tgt	Max	Min	Tgt	Max	Min	Tgt	Max
Performance Percentage of Target	82%	100%	114%	92%	100%	110%	40%	100%	180%	93.4%	100%	109.2%	91%	100%	110%	0%	100%	200%
Payout Percentage of Target	50%	100%	200%	50%	100%	200%	25%	100%	200%	16.7%	100%	200%	10%	100%	200%	0%	100%	200%

Metric (all $ amounts in millions, except per share data and DSO)	Performance Target at 100.0% Payment and Weighting(1)		2022 Performance	Performance Percentage of Target	Payout Percentage of Target(1)	Weighted Attainment
Adjusted Diluted EPS	$3.72	30.0%	$4.16	112.0%	186.2%	55.9%
Total Revenue	$1,818.5	10.0%	$1,982.4	109.0%	190.1%	19.0%
New Business Wins	$267.0	20.0%	$300.6	112.6%	115.8%	23.2%
DSO	71.0	20.0%	71.4	99.4%	93.3%	18.7%
Individual Strategic Achievements (discussed below)		20.0%		120.0%		25.0%

Name	Base Salary (a)($)	Annual Incentive Target as a Percent of Base Salary (b)(1)	Adjusted EBITDA	Adjusted Diluted EPS Achieved	Revenue Percent Achieved	New Business Wins Percent Achieved	DSO/Net Debt Percent Achieved	Individual Goals/ Performance Percent Achieved(2)	Approved Total Performance Percent Payout (c)	Actual 2022 AIP Awards (a)x(b)x (c)x50% ($)(3)
Charles L. Prow (Legacy VEC Goal – 50% weighting)	850,000	110	NA	55.9	19.0	23.2	18.7	25.0	141.8	662,915
Charles L. Prow (V2X Goal – 50% weighting)	850,000	110	NA	51.6	11.3	20.0	18.1	25.0	126.0	589,050
Susan D. Lynch (Legacy VEC Goal – 50% weighting)	500,000	75	NA	55.9	19.0	23.2	18.7	25.0	141.8	265,875
Susan D. Lynch (V2X Goal – 50% weighting)	500,000	75	NA	51.6	11.3	20.0	18.1	25.0	126.0	236,250
John “Ed” Boyington, Jr. (Legacy VTX Goal – 50% weighting)	583,000	85	91.1	NA	NA	NA	NA	36.4	127.5	316,044
John “Ed” Boyington, Jr. (V2X Goal – 50% weighting)	583,000	85	NA	51.6	11.3	20.0	18.1	25.0	126.0	312,228
William W. Beard (Legacy VTX Goal – 50% weighting)	346,777	65	91.1	NA	NA	NA	NA	36.4	127.5	143,738
William W. Beard (V2X Goal – 50% weighting)	346,777	65	NA	51.6	11.3	20.0	18.1	28.0	129.0	145,383

Name	Restricted Stock Unit Award Value ($)	Restricted Stock Unit Awards (# of Units)	Relative Total Shareholder Return Target Award ($)
Name	Represents 50% of total award value		Represents 50% of total award value
Charles L. Prow	1,250,000	34,636	1,250,000
Susan D. Lynch	300,000	8,313	300,000

Name	2020 Target Award ($)	Payout at 43.6% ($)
Charles L. Prow	950,000	414,105
Susan D. Lynch	225,000	98,078

		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 — TSR Awards				RSUs vest annually in one-third increments over a three-year period. TSR awards are based on relative share price performance over four separate periods (e.g., 2022, 2023, 2024 and 2022-2024) during a three-year cycle and encourage behaviors focused on long-term shareholder return, while discouraging behaviors focused on the short-term. Relative TSR is a different metric from those used for AIP awards.
		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 Policy				Provides mechanism for senior executive compensation recapture in certain situations involving fraud or willful misconduct. Policy will be revised to the extent necessary following issuance of NYSE listing requirements.
		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 ($)(1)	Stock Awards ($)(2)	Non-equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(4)	Total ($)
Charles L. Prow President and Chief Executive Officer	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
	2020	738,467	1,900,019	769,400	33,371	3,441,257
Susan D. Lynch Senior Vice President and Chief Financial Officer	2022	486,379	600,016	502,125	17,507	1,606,027
	2021	438,452	450,019	451,011	17,393	1,356,875
	2020	429,916	449,985	273,100	17,684	1,170,685
John “Ed” Boyington, Jr.(5) President, Vertex Aerospace LLC	2022	291,500	17,567,779	628,272	51,228	18,538,779
William W. Beard(5) Senior Vice President, Aerospace Solutions	2022	173,389	3,977,391	289,121	4,656	4,444,557
Richard Mendoza(5) Senior Vice President and Chief People Officer	2022	150,322	2,470,292	224,183	32,895	2,877,692

Name	Year	Perquisites(1) ($)	Excess Savings Plan Contributions(2) ($)	401(k) Matching Contributions(3) ($)	Other(4) ($)	Total All Other Compensation ($)
Charles L. Prow	2022	—	21,052	11,318	4,021	36,391
Susan D. Lynch	2022	—	7,255	7,070	3,182	17,507
John “Ed” Boyington, Jr.	2022	17,451	—	—	33,777	51,228
William W. Beard	2022	3,480	—	—	1,176	4,656
Richard Mendoza	2022	14,787	—	3,006	15,102	32,895

Name	Approval Date	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or Units (#)(3)	Grant Date Fair Value of Stock Awards ($)(4)
Name	Approval Date	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold ($)	Target ($)	Maximum ($)		Grant Date Fair Value of Stock Awards ($)(4)
Charles L. Prow			467,500	935,000	1,870,000
	1/12/2022	3/10/2022				625,000	1,250,000	2,500,000
	1/12/2022	3/10/2022							34,636	1,250,013
Susan D. Lynch			187,500	375,000	750,000
	1/12/2022	3/10/2022				150,000	300,000	600,000
	1/12/2022	3/10/2022							8,313	300,016
John “Ed” Boyington, Jr.			247,775	495,550	991,100
	1/12/2022	3/10/2022				—	—	—
	7/5/2022	7/5/2022							517,918	17,567,779
William W. Beard			112,703	225,405	450,810
	1/12/2022	3/10/2022				—	—	—
	7/5/2022	7/5/2022							117,258	3,977,391
Richard Mendoza			90,193	180,386	360,773
	1/12/2022	3/10/2022				—	—	—
	7/5/2022	7/5/2022							72,827	2,470,292

		Option Awards				Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(1)
Charles L. Prow	3/3/2017	21,898	—	21.98	3/3/2027	—	—
	3/5/2020	—	—	—	—	5,969	246,460
	3/4/2021	—	—	—	—	12,010	495,893
	3/10/2022	—	—	—	—	34,636	1,430,120
Susan D. Lynch	3/5/2020	—	—	—	—	1,413	58,343
	3/4/2021	—	—	—	—	2,574	106,280
	3/10/2022	—	—	—	—	8,313	343,244
John “Ed” Boyington, Jr.(2)	7/5/2022	—	—	—	—	517,918	21,384,834
William W. Beard(3)	7/5/2022	—	—	—	—	117,258	4,841,583
Richard Mendoza(3)	7/5/2022	—	—	—	—	72,827	3,007,027

		Vesting Schedule (#)
Name	Grant Date	2023	2024	2025
Charles L. Prow	3/5/2020	5,969
	3/4/2021	6,005	6,005
	3/10/2022	11,546	11,545	11,545
Susan D. Lynch	3/5/2020	1,413
	3/4/2021	1,287	1,287
	3/10/2022	2,771	2,771	2,771
John “Ed” Boyington, Jr.(1)	7/5/2022	517,918	—	—
William W. Beard(2)	7/5/2022	58,629	58,629
Richard Mendoza(2)	7/5/2022	36,414	36,413

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(1)
Charles L. Prow	21,588	990,889
Susan D. Lynch	4,426	177,917
John “Ed” Boyington, Jr.	—	—
William W. Beard	—	—
Richard Mendoza	—	—