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VSE CORP

For the period ended May 7, 2026. Filed Mar 24, 2026.

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About this filing

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 7, 2026 · Filed Mar 24, 2026

VSEC$172.81+4.9%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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(e)(2)
[x]Definitive Proxy Statement
[ ]Definitive Additional Materials
[ ]Soliciting Material under §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 all boxes that apply):

[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

3361 Enterprise Way

Miramar, Florida 33025

VSE CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 7, 2026

DATE:Thursday,May 7, 2026TIME:10:00 a.m.Eastern Daylight TimeLOCATION:www.virtualshareholdermeeting.com/VSEC2026

The Annual Meeting of Stockholders of VSE Corporation, a Delaware corporation (“VSE” or the “Company”), will be held on Thursday, May 7, 2026, 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/VSEC2026 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.Election of eight directors
2.Ratification of the appointment of Grant Thornton LLP as VSE's independent registered public accounting firm for the year ending December 31, 2026
3.Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers
4.Approval of an amendment to the Company’s Restated Certificate of Incorporation to authorize the issuance of blank check preferred stock
5.Transaction of such other business as may properly come before the Annual Meeting, or any adjournment or postponement thereof

Stockholders of record at the close of business on March 10, 2026, may vote at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 7, 2026. The Company’s Notice of Annual Meeting of Stockholders, 2026 Proxy Statement and 2025 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 these proxy materials. These proxy materials were first made available to the Company's stockholders on March 24, 2026.

You may vote your VSE common stock by internet, mail or phone in advance of the Annual Meeting, or virtually during the Annual Meeting. Voting instructions are contained in the 2026 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

Tobi B. Lebowitz, Chief Legal Officer and Corporate Secretary

TABLE OF CONTENTS

Forward-Looking Statements1
Proxy Statement2
Proxy Statement Summary3
About the 2026 Annual Meeting and Voting At the Virtual Meeting4
Recommendations of the Board4
Quorum, Voting and Vote Required4
How to Vote5
Revocation of Proxies6
Company Overview and Business Highlights7
About VSE Corporation7
2025 Key Business Highlights7
Executive Officers8
Proposal 1: Election of Eight Directors10
Director Skills, Qualifications and Experience10
Director Nominees11
Board, Committees and Corporate Governance16
2025 Director Compensation21
Environmental, Social & Governance Priorities22
Environmental, Social and Governance Board Oversight22
ESG Areas of Focus23
Proposal 2: Ratification of the Appointment of Grant Thornton LLP as VSE's Independent Registered Public Accounting Firm for the Year Ending December 31, 202624
Audit Fees24
Policy on Audit Committee Approval of Audit and non-Audit Services25
Audit Committee Report26
Compensation Discussion and Analysis27
Executive Compensation Program Overview27
Oversight of Executive Compensation31
Peer Group and Competitive Market Analysis34
2025 Components of Executive Compensation36
Employment Agreements and Severance Arrangements46
Stock Ownership Guidelines46
Clawback Policy46
Hedging and Pledging Policy46
Accounting Considerations47
Compensation and Human Resources Committee Report48
Executive Compensation49
2025 Summary Compensation Table49
2025 Grants of Plan-Based Awards Table50
Outstanding Equity Awards at 2025 Fiscal Year End Table51
2025 Option Exercises and Stock Vested53
2025 Pension Benefits53
2025 Non-Qualified Deferred Compensation53
Potential Payments Upon Termination or Change in Control54
Pay Ratio Disclosure56
Pay Versus Performance57
Proposal 3: Approval, On a Non-Binding Advisory Basis, of the Compensation of the Company's Named Executive Officers60
Proposal 4: Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Authorize the Issuance of Blank Check Preferred Stock62
Why the Charter Amendment is Needed63
Certain Disadvantages of the Charter Amendment64
Principal Effects of the Charter Amendment64
Procedure for Effecting the Charter Amendment64
Anti-Takeover Effects65
Security Ownership of Certain Beneficial Owners and Management66
Stockholder Proposals67
Other Matters67
ContentsView on SEC.gov

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