V2X, Inc.

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The following table provides the calculation of the 2024 AIP awards paid to the NEOs with respect to 2024 performance. Please note that the sum of components may differ from actual award amounts due to rounding.

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(1)

This column reflects the target percent of base salary approved for each NEO for his or her 2024 AIP award.

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(2)

Mr. Wensinger’s base salary reflects the number of full months (6) employed by V2X in 2024.

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(3)

Mr. Prow did not receive a 2024 AIP award payment based on the Company's performance during 2024, but a component of his cash severance was based on his target award per the Prow Separation Agreement (as described below).

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(4)

Mr. Boyle’s base salary reflects the number of full months (8) employed by V2X in 2024.

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NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE INDICATORS

We describe below our non-GAAP financial measures and key performance indicators used as our performance metrics for our 2024 AIP.

“New Business Wins” measures any new business contract award notification, recompetes, contract extensions and add-on work to existing contracts, each occurring during the calendar year.

“Adjusted EBITDA” is a non-GAAP measure and is defined as operating income, adjusted to exclude (a) depreciation and amortization of intangible assets and (b) other items that may include, but are not limited to, significant charges or credits, and unusual and infrequent non-operating items that impact current results but are not related to our ongoing operations, such as M&A, integration, and related costs.

“DSO” is defined as reported DSO, adjusted to exclude the impact of the sale of certain accounts receivables through the Company’s MARPA Facility.

LONG-TERM INCENTIVE PROGRAM

2024 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 2024 long-term incentive program comprised of RSUs and PSUs 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 terms and conditions for V2X. In 2024, the Compensation Committee also awarded PSU awards based on attainment of TSR performance measures relative to the Compensation Peer Group. The Compensation Committee weighted these 2024 long-term incentive awards as follows:

In 2024, the Compensation Committee additionally granted Mr. Wensinger a PSU award that vests on December 31, 2025 based on the achievement of a per share average stock price target prior to or on December 31, 2025 and TSR performance measures over a three-year period (from January 1, 2023 to December 31, 2025), as described in more detail below, to induce Mr. Wensinger to accept the Company’s offer of employment as President and CEO (the “Employment Inducement PSU Award”).

The 2024 long-term incentive awards, comprising of RSUs and PSUs, for all NEO’s, excluding Mr. Wensinger, were granted on March 8, 2024. Mr. Wensinger’s 2024 long-term incentive awards were sign-on awards granted on June 25, 2024, after he joined the Company on June 17, 2024. The closing price of our common stock as of each grant date was used to determine the number of RSUs granted. The number of units granted on March 8, 2024 was determined using a share price of $44.92, the closing price of V2X common stock on the grant date. The number of units granted to Mr. Wensinger on June 25, 2024 was determined using a share price of $47.97, 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 2024, as determined by the Compensation Committee:

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(1)

As described below, Mr. Wensinger received 44,299 sign-on RSUs, 44,299 sign-on PSUs that vest based on a relative TSR performance, similar to the other NEOs, as well as the 20,000 share Employment Inducement PSU Award.

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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 2024 vest in one-third annual installments on the first, second and third anniversaries of the grant date.

PERFORMANCE STOCK UNIT COMPONENT

To provide a balanced view of long-term performance, the PSU awards granted in 2024 to the NEOs (other than the Employment Inducement PSU Award) were performance-based equity awards that vest at the end of a three-year period based on the Company’s TSR performance relative to the Compensation Peer Group, 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 awards (other than the Employment Inducement PSU Award) made to the NEOs in 2024.

The vesting factor for the PSU award is calculated for four performance periods (each of the 2024, 2025, and 2026 calendar years, as well as the three-year period beginning on January 1, 2024 and ending on December 31, 2026). The number of PSU 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 award units.

Employment Inducement PSU Award: The Compensation Committee also approved the Employment Inducement PSU Award for Mr. Wensinger as set forth in the table below that vests on December 31, 2025 based on stock price achievement and relative TSR performance.

The number of Employment Inducement PSU Award units that become eligible to vest on December 31, 2025 will be determined based on the achievement of the per share average price target (i.e., the average closing price of a share of the Company’s common stock over any thirty-day trading period prior to (and including) December 31, 2025) pursuant to the table set forth below.

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No interpolation between stock prices.

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The Employment Inducement PSU Award 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 the Employment Inducement PSU Award, as employment through December 31, 2025 is generally required to be eligible to receive any performance-vested shares. If Mr. Wensinger’s employment terminates due to death or disability prior to their vesting on 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.

RELATIVE TSR AWARDS GRANTED IN 2022

Upon the Merger with Vertex in July 2022, the original three-year performance period for then-outstanding 2022 TSR awards held by Messrs. Prow, Shreves, Smith and Boyle 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, 2024 was deemed to be attained at target. The payment for the 2022 TSR awards was made in January 2025 at an overall attainment level of 83.12% of target. Vesting of these awards was not accelerated in connection with the Merger.

The payment for the 2022 TSR awards was made in cash to our NEOs in January 2025 at an overall attainment level of 83.12% of target award as follows:

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(1)

Messrs. Wensinger and Mural, and Ms. Bjornson joined the Company after 2022, and did not receive a 2022 TSR award.

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(2)

Mr. Prow received payment in December 2024 per the Prow Separation Agreement (as described below) and Mr. Boyle received payment in January 2025 per the Boyle Separation Agreement (as described below).

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