V2X Inc

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In evaluating Ms. Deagle’s performance, the Compensation Committee considered the following key factors:

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Successfully engaged new and existing clients laying the foundation for new sales and growth areas

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Drove strong backlog and bid submission to position V2X for further organic growth

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Led operations to an overall 8% year-over-year pro forma revenue growth with notable growth in INDOPACOM and CENTCOM programs

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In evaluating Mr. Shreves’ performance, the Compensation Committee considered the following key factors:

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Successfully led the integrated Global Mission and Training Solutions business

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Exceeded all quantitative performance goals to include $266 million on contract growth

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Successfully supported new business growth through overseas expansion and new clients

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Supported new sell through growth model by delivering 5G and other technical capabilities to clients

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In evaluating Mr. Beard’s performance, the Compensation Committee considered the following key factors:

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Successfully led team to design and field a defense platform for a new client

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Drove notable growth with Navy customer and ramp-up of Naval Test Wing Pacific

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Maintained high levels of client engagement to improve client satisfaction

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LONG-TERM INCENTIVE PROGRAM

2023 LONG-TERM INCENTIVE AWARDS

Long-term incentive awards are intended to directly tie long-term compensation to long-term value creation and shareholder return. The 2023 long-term incentive program comprised of RSU and PSU awards for each NEO. The Compensation Committee set vesting terms for RSUs informed by the Compensation Consultant’s review and guidance regarding current competitive practice and its assessment of appropriate vesting terms and conditions for V2X. In determining the total long-term incentive award for each NEO, the Committee also considered individual performance.

In 2023, the Compensation Committee awarded two PSU awards. One was based on the attainment of TSR performance measures relative to Aerospace and Defense companies in the S&P 1500 Index, including a portion based on TSR performance relative to the entire index and a portion based on TSR performance relative to those companies within the index with annual revenues less than $10 billion (“PSU Group 1 Award”). The second was based on the achievement of certain stock price targets and the attainment of TSR performance measures relative to Aerospace and Defense companies in the S&P 1500 Index (“PSU Group 2 Award”). The Compensation Committee weighted these 2023 long-term incentive awards as follows:

The 2023 long-term incentive awards for all NEOs, excluding Mr. Mural, were granted on March 10, 2023. Mr. Mural’s 2023 long-term incentive awards were granted on October 9, 2023, after he joined the Company on October 2, 2023. The closing price of our common stock as of each grant date was used to determine the number of RSUs granted. The number of awards granted on March 10, 2023 was based on $39.39, the closing price of V2X common stock on the grant date. The number of awards granted on October 9, 2023 was based on $54.76, the closing price of V2X common stock on the grant date.

The following table sets forth the value of long-term incentive award amounts for the NEOs granted during 2023, as determined by the Compensation Committee:

RESTRICTED STOCK UNIT COMPONENT

The Compensation Committee reviewed all proposed grants of RSUs to NEOs prior to their award, including awards based on performance, retention-based awards and awards contemplated for new employees as part of employment offers (as applicable). Grants of RSUs provide executives with stock ownership of unrestricted shares after the restrictions lapse. NEOs were granted RSU awards because, in the judgment of the Compensation Committee and based on management’s recommendations, these individuals were in positions most likely to assist in the achievement of the Company’s long-term value creation goals and to create increased shareholder value over time. RSUs granted in 2023 vest in one-third annual installments on the first, second and third anniversaries of the grant date.

PERFORMANCE STOCK UNIT COMPONENT

The two PSU awards granted in 2023 to the NEOs were 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 below, so as to provide a balanced view of long-term performance.

PSU Group 1 Award:

A total of 50% of these PSU Group 1 Awards vest based on the Company’s TSR performance relative to the Aerospace and Defense companies in the S&P 1500 Index and the remaining 50% of these PSU Group 1 Awards vest based on the Company’s TSR performance relative to the Aerospace and Defense companies in the S&P 1500 Index with revenue of less than $10 billion, assuming employee’s continued service through vest date as follows (with vesting determined by linear interpolation for performance between the designated percentiles):

The table below sets forth the PSU Group 1 Awards made to the NEOs in 2023.

The vesting factor for the PSU Group 1 Award is calculated for four performance periods (each of the 2023, 2024 and 2025 calendar years, as well as the three-year period beginning on January 1, 2023 and ending on December 31, 2025). The number of PSU Group 1 Award units that vest, if any, is equal to the product of (i) the average vesting factor as set forth in the applicable table above over the performance periods (i.e. the sum of the vesting factors for each performance period divided by four) and (ii) the number of target PSU Group 1 Award units for the applicable group.

PSU Group 2 Award:

As an integral part of the 2023 long-term incentive awards, the Compensation Committee approved the PSU Group 2 Award that vest based on stock price achievement and relative TSR performance. The number of PSU Group 2 Awards that become eligible to vest on December 31, 2025 will be determined based on the achievement of the per share average price target pursuant to the table set forth below.

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No interpolation between stock prices.

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These PSU Group 2 Awards will only vest in full if (i) the per share average price target (as described above) is at least $90 and (ii) the Company’s average TSR performance relative to the Aerospace and Defense companies in the S&P 1500 Index with revenue less than $10 billion (determined by adding the Company’s applicable TSR percentile (the “TSR Ranking”) for each performance period and dividing the sum by four) is above the 50th percentile. The performance periods for purposes of the TSR Ranking calculation are each of the 2023, 2024 and 2025 calendar years and the three-year period beginning on January 1, 2023 and ending on December 31, 2025. The per share average price target is the average closing price of a share of our common stock during any thirty trading day period prior to (and including) December 31, 2025.

No retirement vesting conditions apply to PSU Group 2 Awards, as employment through December 31, 2025 is generally required to be eligible to receive any performance-vested shares. If a NEO’s employment terminates due to death or disability prior to December 31, 2025, the TSR Ranking will be determined based on the number of full and partial performance periods completed or commenced as of the date of such death or disability.

The table below sets forth the PSU Group 2 Awards made to the NEOs in 2023.

RELATIVE TSR AWARDS GRANTED IN 2021

Upon the Merger with Vertex in July 2022, the original three-year performance period for then-outstanding 2021 TSR awards held by Messrs. Prow and Shreves and Mses. Lynch and Deagle who were executive officers of the predecessor company Vectrus, were separated into two components in accordance with the pre-existing change in control provisions in the TSR agreements, which were triggered by the Merger. The first component was determined based on actual performance relative to Vectrus’ peers from January 1, 2022 through the Merger and the second component from the Merger through December 31, 2023 was deemed to be attained at target. The payment for the 2021 TSR awards was made in January 2024 at an overall attainment level of 49.77% of target. Vesting of these awards was not accelerated in connection with the Merger.

The payment for the 2021 TSR awards was made in cash to our NEOs in January 2024 at an overall attainment level of 49.77% of target award as follows:

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(1)

Mr. Mural and Mr. Beard joined the Company after 2021, and did not receive a 2021 TSR Award payment.

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(2)

Ms. Lynch received payment in October 2023 per the Lynch Separation Agreement (as described below).

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