V2X, Inc.
For the period ended May 8, 2025. Filed Mar 20, 2025.
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May 8, 2025 · Filed Mar 20, 2025
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Contents
Compensation Program Objectives
COMPENSATION PROGRAM OBJECTIVES
COMPENSATION OBJECTIVES, PRINCIPLES AND APPROACHES
The V2X compensation program objectives, principles, and approaches for the NEOs reflect the Company’s business needs and strategy, as detailed below:
| | | OBJECTIVE | | | | GENERAL PRINCIPLE | | | | APPROACH | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Attract, incentivize and retain talented and experienced leaders. | | | | Design an executive compensation program to attract, incentivize and retain high performing executives. | | | | Target total direct compensation approximating the 50th percentile of competitive practice. Review current competitive market compensation to structure NEO compensation toward the competitive median of general industry companies, as adjusted for revenue size. | | |
| | | Align at-risk compensation with corporate performance. | | | | Align the measures of performance in our compensation programs with measures key to the success of our business. If our business succeeds, our shareholders will benefit. | | | | Provide incentive opportunities based on corporate performance to drive shareholder value. | | |
| | | Align at-risk compensation with levels of executive responsibility. | | | | As executives advance in the Company, the proportion of at-risk pay relative to fixed pay increases. | | | | Structure NEO compensation so that a substantial portion of compensation is at-risk for executives with greater levels of responsibility. | | |
PRIMARY COMPENSATION COMPONENTS
The primary compensation components for the NEOs are depicted below.
BASE SALARY —Base salary comprises the fixed component of total compensation. Salary is a competitive component of pay that is aligned with the NEO’s position, experience, and criticality of the required competencies. It is not an at-risk element of compensation.
AIP AWARDS —The Compensation Committee is responsible for the administration of the AIP awards, which were based on the achievement of certain corporate financial and operational metrics. All AIP awards for 2024 were granted under the 2014 Omnibus Plan.
LONG-TERM INCENTIVE AWARDS —The Compensation Committee is responsible for the administration of long-term incentive awards, which are comprised of RSU and PSU awards.
AIP AWARDS
For 2024, the Compensation Committee focused on financial and operating performance in choosing the metrics below for the AIP awards, removing the individual performance metric and increasing the Adjusted EBITDA metric accordingly. The AIP awards were based on the achievement of the following corporate metrics.
TOTAL REVENUE: Total revenue reflects successful recognition of contracted revenue, recompetes and emphasizes growth through new revenue streams.
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