V2X, Inc.

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(3)

Amounts shown in columns (c), (d) and (f) for the 2023–2025 PSU Group 2 Awards and the Employment Inducement PSU Award reflect the two-thirds of the performance period that would have been completed on December 31, 2024.

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(4)

Amounts shown in columns (c), (d) and (f) reflect the market value of unvested RSUs based on a $47.83 per share value, the closing price of V2X common stock on December 31, 2024. Amounts shown in column (e) reflect the prorated portion of the unvested RSUs based on the number of full months of employment between the grant date and the end of the applicable vesting period at December 31, 2024. Mr. Shreves was eligible for retirement treatment (age 60 with 5 years of service) for purposes of his outstanding RSUs granted prior to 2024.

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Upon Ms. Bjornson’s separation on January 3, 2025, she received severance in the amount of $425,000, which consists of twelve (12) months of her current annual base salary paid in installments. The 2024 annual incentive bonus based on her target percentage and the Company’s performance will be paid in March 2025. In addition, Ms. Bjornson’s PSUs and RSUs will be prorated and vested according to the terms and conditions of the award agreements.

CEO PAY RATIO

In accordance with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to calculate and report an estimate of the ratio of the total compensation of our CEO to the total compensation of our median employee. The intended purpose of the disclosure is to provide a reasonable measure of the relationship of pay between the CEO and the median paid employee. Our CEO’s compensation is discussed in detail under “2024 Compensation Information for NEOs” above. The Company believes its compensation philosophy and process represent a responsible approach toward CEO pay. The required disclosure is presented as follows:

In determining the median employee, the Company prepared a listing of all employees as of October 31, 2024. This included U.S. and non-U.S. employees who were full-time, part-time, or temporary employees and those on an approved leave of absence. Approximately 6,500 subcontractors were not included in the analysis because they were not employed by the Company and their compensation is determined by unaffiliated third parties. The data examined were W-2 wages or foreign equivalent compensation paid from November 1, 2023, through October 31, 2024. The median was calculated directly from the arrayed data using taxable wages as the chosen consistently applied compensation measure. Once the median employee was determined, annual total compensation was calculated for that individual using the Summary Compensation Table rules for both the CEO and the median employee. We elected to identify our median employee every three years unless a significant change in our employee population or employee compensation arrangements has occurred. As of December 31, 2024, the Company employed approximately 16,100 employees, excluding the CEO and subcontractors. The 2024 Ratio of CEO Pay to Median Employee Compensation was significantly influenced by the severance payout to our former CEO, Charles W. Prow.

PAY VERSUS PERFORMANCE

EXECUTIVE COMPENSATION

Our compensation philosophy is to support V2X’s business strategy within the principles of competitiveness, full disclosure, and consistent alignment with long-term value creation. We believe our philosophy encourages individual and group behaviors that balance risk and reward while supporting sustained growth and earnings performance. A substantial portion of our executive compensation is tied to the Company’s internal business and financial performance and share price performance. If internal business and financial performance or share price performance falls below identified thresholds, at-risk incentive compensation is reduced or not paid at all.

As required by Item 402(v) of Regulation S-K, the following table and accompanying footnotes and discussion provide certain information regarding executive compensation and measures of Company performance in the last five fiscal years.

Pay Versus Performance Table

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(1)

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(2)

Amounts in this column reflect the total compensation as reported in Summary Compensation Table (“SCT”) for Jeremy C. Wensinger.

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(3)

Amounts in this column reflect the total compensation as reported in the SCT for Charles L. Prow, (Former) President and CEO.

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(4)

Amounts in this column reflect the SCT total for Jeremy C. Wensinger, President and CEO minus the value of stock awards and option awards granted in the year (as reported in the SCT), plus the fair value of equity awards at year-end for awards granted in the year. For a reconciliation, see the table below.

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(5)

Amounts in this column reflect the SCT total for Charles L. Prow, (Former) President and CEO minus the value of Stock Awards and Option Awards granted in the year (as reported in the SCT) and the fair value, as of December 31, 2023, of equity awards that failed to meet vesting conditions in 2024 (i.e., were forfeited), plus the fair value of unvested equity awards at year-end for awards granted in the year, the change in fair value of equity awards at year-end (from the end of the prior year) for equity awards granted in previous years, the fair value of equity awards on the vest date for equity awards which were granted and vested in the year, and the change in fair value of equity awards at year-end (from the vest date) for equity awards which vested in the year. For a reconciliation, see the table below.

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(6)

Amounts in this column reflect the average total compensation as reported in the SCT for the following non-CEO NEOs:

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•

for fiscal year 2024, Shawn M. Mural, SVP, Chief Financial Officer, Kenneth W. Shreves, SVP, Global Mission Solutions, Kevin Boyle, (Former) SVP, Chief Legal Officer & General Counsel, Michael J. Smith, VP, Corporate Development, Investment Relations & Treasury, and Josephine Bjornson, (Former) SVP, Chief Human Resource Officer;

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•

for fiscal year 2023, Shawn M. Mural, SVP and Chief Financial Officer, Susan D. Lynch, (Former) SVP and Chief Financial Officer, Susan L. Deagle, (Former) SVP and Chief Growth and Client Service Officer, Kenneth W. Shreves, SVP, Global Mission Solutions and William W. Beard, (Former) SVP, Aerospace Solutions;

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•

for fiscal year 2022, Susan D. Lynch, (Former) SVP and Chief Financial Officer, John “Ed” Boyington, Jr. (Former) President, Vertex Aerospace LLC, William W. Beard, SVP, Aerospace Solutions and Richard Mendoza, (Former) SVP and Chief People Officer;

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•

for fiscal year 2021, Susan D. Lynch, (Former) SVP and Chief Financial Officer, Susan L. Deagle, (Former) SVP, Growth and Enterprise Operations, David A. Hathaway, (Former) SVP, Vectrus Programs, Kevin T. Boyle, (Former) SVP, Chief Legal Officer, General Counsel and Corporate Secretary and Kenneth W. Shreves, SVP, Organic Growth and Operational Enablement; and

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•

for fiscal year 2020, Susan D. Lynch, (Former) SVP and Chief Financial Officer, Susan L. Deagle, (Former) SVP, Growth and Enterprise Operations, David A. Hathaway, (Former)SVP, Vectrus Programs, and Kevin T. Boyle,(Former) SVP, Chief Legal Officer, General Counsel and Corporate Secretary.

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Amounts also reflect the one-time grant of RSU awards to Messrs. Boyington, Beard and Mendoza who joined the Company in 2022 in connection with the Merger (the “Vertex Merger Grant”) that impacts the average SCT total for non-CEO NEOs in 2022.

(7)

Amounts in this column reflect the average SCT total for all Non-CEO NEOs (as disclosed in footnote 6 above) minus the value of stock awards and option awards granted in the year (as reported in the SCT) and the fair value, as of December 31, 2023, of equity awards that failed to meet vesting conditions in 2024 (i.e., were forfeited), plus the fair value of equity awards at year-end for awards granted in the year, the change in fair value of unvested equity awards at year-end (from the end of the prior year) for equity awards granted in previous years, the fair value of equity awards on the vest date for equity awards which were granted and vested in the year, and the change in fair value of equity awards at year-end (from the vest date) for equity awards which vested in the year. For fiscal year 2022, amounts reflect the one-time Vertex Merger Grant in 2022 that impacts the average Compensation Actually Paid for the Non-CEO NEOs for 2022. For a reconciliation of the SCT to compensation actually paid (“CAP”), see the table below.

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(8)

As of year-ended December 31, assuming an initial investment of $100 on December 31, 2019.

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(9)

Reflects S&P Aerospace and Defense Select Industry Index.

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(10)

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(11)

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The following tables provide reconciliations of the CEO’s and the average non-CEO NEOs’ compensation reported in the SCT to CAP, each as described in the table above and the accompanying footnotes.

CEO SCT Total to CAP Reconciliation

CEO

(Former) CEO

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(1)

Reflects “all other compensation” reported in the SCT for each year shown.

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(2)

Represents the grant date fair value of equity-based awards granted each year, provided that for Mr. Prow in 2024, the amount is the sum of (a) $4,005,533, the grant date fair value of equity-based awards granted in 2024, (b) $241,393, the year over year change in fair value of outstanding and unvested equity-based awards granted in prior fiscal years, (c) $99,252, the change in fair value (from December 31, 2023 until the vesting date) of equity-based awards granted in prior years that vested in 2024, and (d) $2,049,202, the fair value, as of December 31, 2023, of prior year equity-based awards that were forfeited in 2024. V2X does not offer a traditional defined benefit pension plan, therefore, no adjustment for a traditional defined benefit pension value needed.

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(3)

Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. For Mr. Prow and Mr. Wensinger, the amount for 2024 is the fair value, as of December 31, 2024, of outstanding and unvested equity-based awards granted in 2024.

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Average Non-CEO NEOs SCT Total to CAP Reconciliation

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(1)

Reflects “all other compensation” reported in the SCT for each year shown.

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(2)

Represents the grant date fair value of equity-based awards granted each year, provided that for 2024, the amount is the sum of (a) $755,285, the grant date fair value of equity-based awards granted in 2024, (b) $138,196, the year over year change in fair value of outstanding and unvested equity-based awards granted in prior fiscal years, and (c) $118,622, the fair value, as of December 31, 2023, of prior year equity-based awards that were forfeited in 2024. V2X does not offer a traditional defined benefit pension plan, therefore, no adjustment for a traditional defined benefit pension value needed.

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(3)

Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The amount for 2024 is the sum of (a) $673,481, the fair value, as of December 31, 2024, of outstanding and unvested equity-based awards granted in 2024, and (b) $4,093, the change in fair value (from December 31, 2023 until the vesting date) of equity-based awards granted in prior years that vested in 2024.

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As required by Item 402(v) of Regulation S-K, the following graphs illustrate the relationship (in each case for the 2021–2024 period) between (1) our TSR and that of the S&P Aerospace and Defense Select Industry Index and (2) the compensation actually paid to our former and current CEOs and other NEOs versus each of our TSR, our net income and our Adjusted EBITDA.

Company TSR versus Peer Group TSR

CAP versus TSR

CAP versus Net Income/(Loss)

CAP versus Adjusted EBITDA

Performance Measures to Determine CAP for 2024

The four items listed below represent the most important metrics we used to determine CAP for 2024 as further described in our “Compensation Discussion and Analysis” above.