VSE CORP
For the period ended May 8, 2025. Filed Mar 25, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 8, 2025 · Filed Mar 25, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
| [ ] | Preliminary Proxy Statement |
|---|---|
| [ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(3)(2)) |
| [x] | Definitive Proxy Statement |
| [ ] | Definitive Additional Materials |
| [ ] | Soliciting Material Pursuant to §240.14a-12 |
VSE Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
| [x] | No fee required. |
|---|---|
| [ ] | Fee paid previously with preliminary materials. |
| [ ] | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 8, 2025
| DATE:Thursday,May 8, 2025 | TIME:10:00 a.m.Eastern Daylight Time | LOCATION:www.virtualshareholdermeeting.com/VSEC2025 |
The Annual Meeting of Stockholders of VSE Corporation, a Delaware corporation (“VSE” or the “Company”), will be held on Thursday, May 8, 2025, at 10:00 a.m., Eastern Daylight Time (the "Annual Meeting"). The Annual Meeting will be a virtual meeting via live audio webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/VSEC2025 and entering the 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials.
The Annual Meeting will be held for the following purposes:
| Items of Business | |
|---|---|
| 1. | To elect eight directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified; |
| 2. | To approve an amendment to VSE's Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 23,000,000 shares to 44,000,000 shares; |
| 3. | To approve the amendment and restatement of the VSE Corporation 2006 Restricted Stock Plan; |
| 4. | To ratify the appointment of Grant Thornton LLP as VSE's independent registered public accounting firm for the year ending December 31, 2025; |
| 5. | To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers; and |
| 6. | To transact such other business as may properly come before the Annual Meeting, or any adjournment thereof. |
Stockholders of record at the close of business on March 12, 2025, may vote at the Annual Meeting.
This 2025 Proxy Statement and VSE's 2024 Annual Report to Stockholders (the “Annual Report”) are available at www.proxyvote.com. You will need your unique 16-digit control number which appears on the Notice of Internet Availability of Proxy Materials ("Notice") to access the Annual Meeting materials. The Annual Report, which contains the Company’s consolidated financial statements and other information of interest to stockholders, accompanies this proxy material. These proxy materials were first made available to the Company's stockholders on March 27, 2025.
You may vote your VSE common stock by internet, regular mail or virtually during the Annual Meeting. Voting instructions are contained in this 2025 Proxy Statement, as well as in the Notice and on the proxy card that will accompany the Notice.
VSE thanks you for your support and looks forward to your participation in the Annual Meeting.
By Order of the Board of Directors
Farinaz S. Tehrani, Corporate Secretary
PROXY STATEMENT SUMMARY
The following summary highlights information contained elsewhere within this Proxy Statement. You should read the entire Proxy Statement carefully before voting.
KEY MEETING INFORMATION
| Date and Time | Thursday, May 8, 2025, 10:00 a.m. EDT |
|---|---|
| Location | Online at www.virtualshareholdermeeting.com/VSEC2025 |
| Record Date | March 12, 2025 |
MEETING AGENDA
| Agenda Item | Board Recommendation | Page |
|---|---|---|
| 1.Election of eight directors | FOR each nominee | 7 |
| 2.Approval of an amendment to VSE's Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 23,000,000 shares to 44,000,000 shares | FOR | 20 |
| 3. Approval of the amendment and restatement of the VSE Corporation 2006 Restricted Stock Plan | FOR | 22 |
| 4. Ratification of the appointment of Grant Thornton LLP as VSE's independent registered public accounting firm for the year ending December 31, 2025 | FOR | 30 |
| 5. Approval, on a non-binding advisory basis, of the Company's named executive officer compensation | FOR | 70 |
DIRECTOR NOMINEES
| Name | Director Since | Occupation | Committee Membership |
|---|---|---|---|
| Ralph E. Eberhart | 2007 | Non-Executive Chairman; General, U.S. Air Force (Ret.), formerly Commander of several major Commands and Unified Commands, including, Commander of U.S. Northern Command and North American Aerospace Defense Command (NORAD) | |
| John A. Cuomo | 2019 | President and Chief Executive Officer | |
| Anita D. Britt | 2022 | Former Chief Financial Officer at Perry Ellis International | AC*; CHRC |
| Edward P. Dolanski | 2022 | Former President, U.S. Government Services at Boeing Global Services and Former CEO at Aviall, Inc. | AC, CHRC |
| Mark E. Ferguson III | 2017 | Admiral, US Navy (Ret.), Former Commander of the U.S. Naval Forces Europe/Africa and Vice Chief of Naval Operations | AC, NCGC* |
| Lloyd E. Johnson | 2022 | Former Global Managing Director, Finance and Internal Audit, Accenture Corporation | CHRC, NCGC |
| John E. Potter | 2014 | President and CEO of the Metropolitan Washington Airports Authority | CHRC*, NCGC |
| Bonnie K. Wachtel | 1991 | Principal and Director of Wachtel & Co., Inc. | AC, NCGC |
*= Chair of committee; AC= Audit Committee; CHRC= Compensation and Human Resources Committee; NCGC= Nominating and Corporate Governance Committee
TABLE OF CONTENTS
| About the 2025 Annual Meeting and Voting At the Virtual Meeting | 1 |
|---|---|
| Recommendations of the Board | 1 |
| Quorum, Voting and Vote Required | 2 |
| How to Vote | 2 |
| Revocation of Proxies | 3 |
| Company Overview and Business Highlights | 4 |
| About VSE Corporation | 4 |
| 2024 Key Business Highlights | 4 |
| Executive Officers | 5 |
| Proposal 1: Election of Directors | 7 |
| Director Skills, Qualifications and Experience | 7 |
| Director Nominees | 8 |
| Board, Committees and Corporate Governance | 12 |
| 2024 Director Compensation | 16 |
| Environmental, Social & Governance Priorities | 18 |
| Environmental, Social and Governance Board Oversight | 18 |
| ESG Areas of Focus | 18 |
| Proposal 2: Approval of Increase in Number of Authorized Shares of Common Stock | 20 |
| Proposal 3: Approval of the Amendment and Restatement of the VSE Corporation 2006 Restricted Stock Plan | 22 |
| Why the Company Recommends That You Vote For This Proposal | 22 |
| Material Changes from the 2006 Plan | 24 |
| Registration with the SEC | 28 |
| Equity Compensation Plan Information | 28 |
| Proposal 4: Appointment of Independent Registered Public Accounting Firm | 30 |
| Audit Fees | 30 |
| Audit Committee Report | 32 |
| Compensation Discussion and Analysis | 33 |
| 2024 Key Business Highlights | 33 |
| Executive Compensation Program Overview | 34 |
|---|---|
| Oversight of Executive Compensation | 37 |
| Peer Group and Competitive Market Analysis | 40 |
| 2024 Components of Executive Compensation | 42 |
| Employment Agreements and Severance Arrangements | 53 |
| Stock Ownership Guidelines | 54 |
| Clawback Policy | 54 |
| Hedging and Pledging Policy | 54 |
| Accounting Considerations | 54 |
| Compensation and Human Resources Committee Report | 55 |
| Executive Compensation | 56 |
| 2024 Summary Compensation Table | 56 |
| 2024 Grants of Plan-Based Awards Table | 58 |
| Outstanding Equity Awards at 2024 Fiscal Year End Table | 59 |
| 2024 Option Exercises and Stock Vested | 61 |
| 2024 Pension Benefits | 61 |
| 2024 Non-Qualified Deferred Compensation | 61 |
| Potential Payments Upon Termination or Change in Control | 62 |
| Separations During Fiscal 2024 | 66 |
| Pay Ratio Disclosure | 66 |
| Pay Versus Performance | 67 |
| Proposal 5: Advisory Vote to Approve Named Executive Officer Compensation | 70 |
| Security Ownership of Certain Beneficial Owners and Management | 72 |
| Delinquent Section 16(a) Reports | 73 |
| Stockholder Proposals | 73 |
| Other Matters | 73 |
| Appendix A - VSE Corporation 2006 Restricted Stock Plan | 75 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.