Skip to main content

V2X, Inc.

For the period ended May 7, 2026. Filed Mar 19, 2026.

View on SEC.gov

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 19, 2026

Use the contents to explore the available documents and sections.

VVX$76.14+2.9%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Long-Term Incentive Program

2025 LONG-TERM INCENTIVE AWARDS

Our LTI program is designed to directly link executive compensation to sustainable value creation and shareholder return. For 2025, the LTI award for each NEO consisted of PSUs and RSUs, as noted below. The Compensation Committee established the vesting terms for the PSU and RSU component based on an assessment of competitive market practices and guidance from its independent compensation consultant to ensure alignment with retention objectives. PSU awards for 2025 are earned based on performance against two metrics: relative TSR, compared to the 2025 Compensation Peer Group, and Adj. EPS, both over a three-year performance period.

V2X | 2026 Proxy Statement 59

The Compensation Committee weighted these 2025 LTI awards as follows:

​​
CEO and CFOAll other NEOs

The 2025 LTI awards, comprising of RSUs and PSUs, for all NEO’s, were granted on March 12, 2025. The closing price of our common stock as of the grant date was used to determine the number of RSUs and PSUs granted. The number of units granted on March 12, 2025, was determined using a share price of $48.48, the closing price of V2X common stock on the grant date.

The following table sets forth the value of LTI award amounts for the NEOs granted during 2025, as determined by the Compensation Committee:

​​​​​​​​​​​​​
​ · ​ · ​ · RSU Awards · ​ · ​ · PSU Awards
​​​$​​#​​$​​#
Name​​Value​​of Units​​Value​​of Units
Jeremy C. Wensinger(1)​1,529,544​31,550​3,105,435​64,056
Shawn M. Mural​485,091​10,006​984,920​20,316
L. Roger Mason, Jr.(1)​650,020​13,408​1,400,005​28,878
Jeremy J. Nance​262,519​5,415​262,519​5,415
Richard L. Caputo, Jr.​​229,989​​4,744​​229,989​​4,744
Kenneth W. Shreves(2)​325,010​6,704​325,010​6,704
(1)Mr. Mason also received a sign-on grant of 15,470 PSUs (the “Mason Sign-on PSUs”) that are subject to the same performance conditions as the PSUs granted as part of the annual LTI awards as described below. In aggregate, Mr. Mason was granted 28,878 PSUs in 2025 (13,408 PSUs from his annual grant as well as the 15,470 Mason Sign-on PSUs).
(2)Please see “Payments Upon Termination or Change in Control – Separation Agreement – Kenneth W. Shreves” below for a discussion regarding the treatment of Mr. Shreves’ LTI awards in connection with his separation.

RESTRICTED STOCK UNIT COMPONENT

The Compensation Committee reviewed and approved all RSU grants to NEOs. RSUs provide executives with share ownership of unrestricted shares once vesting requirements are met, reinforcing alignment with long-term shareholder value. The Committee granted RSUs to NEOs based on their role, responsibilities, and expected contributions to the Company’s long-term performance. RSUs granted in 2025 vest in one-third annual installments on the first, second and third anniversaries of the grant date.

60 ​ ​ ​ ​ ​V2X | 2026 Proxy Statement

PERFORMANCE STOCK UNIT COMPONENT

2025 PSU Awards

The PSUs granted to NEOs in 2025 (“2025-2027” PSUs) are performance-based equity awards that vest after a three-year period, subject to both continued service and achievement of defined performance goals. PSU vesting is determined by relative TSR performance against the 2025 Compensation Peer Group, and by achievement against the Adj. EPS target.

Fifty percent of each 2025-2027 PSU award is tied to relative TSR performance (the “TSR Portion”), and fifty percent is tied to Adj. EPS performance (the “Adj. EPS Portion”). Vesting outcomes for each metric are determined on a sliding scale, interpolated between performance levels:

The following table describes the performance levels of the TSR Portion of the 2025-2027 PSUs.

​ · ​ · ​ · ​ · ​
TSR Portion · ​ · ​ · PSU Award Vesting Factor
less than the 35th percentile​0%
at the 35th percentile​50%
at the 50th percentile​100%
at or above the 80th percentile​200%

The following table describes the performance levels of the Adj. EPS Portion of the 2025-2027 PSUs.

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Adj. EPS Portion · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Target​$4.37​$4.38​$4.49​$4.61​$4.73​$4.85$5.00​$5.14​$5.29​$5.43​$5.58​
Target Achievement​90.0%90.1%92.6%95.1%97.6%100.0%​103.0%106.0%109.0%112.0%​115.0%
Adjusted EPS Payout Factor​0.00%50.0%62.5%75.0%87.5%100.0%​125.0%150.0%175.0%190.0%​200.0%

The table below sets forth the 2025-2027 PSU awards made to the NEOs in 2025.

​​​​​​​​​​​​​
​​​PSU TSR Portion​​PSU TSR Portion​​PSU Adj. EPS Portion​​PSU Adj. EPS Portion
Name​​($)​​(# of Units)​​($)​​(# of Units)
Jeremy C. Wensinger​1,878,762​32,028​1,552,717​32,028
Shawn M. Mural​595,868​10,158​492,460​10,158
L. Roger Mason, Jr.​846,992​14,439​700,003​14,439
Jeremy J. Nance​158,851​2,708​131,235​2,707
Richard L. Caputo, Jr.​​139,142​​2,372​​124,597​​2,372
Kenneth W. Shreves​196,628​3,352​162,103​3,352

The vesting factor for the TSR Portion of the 2025-2027 PSU award is calculated for four performance periods (each of the 2025, 2026, and 2027 calendar years, as well as the three-year period beginning on January 1, 2025, and ending on December 31, 2027). The number of 2025-2027 PSUs 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 2025-2027 PSUs.

The Adj. EPS Portion of the 2025-2027 PSU award is measured over three one-year performance periods (2025, 2026, and 2027). For each year, an Adj. EPS payout factor is determined. At the end of the three-year period, the three annual payout factors are averaged, and that average is applied to the Adj. EPS Portion of the 2025-2027 PSU award to determine the number of units that vest.

On December 1, 2025, the Compensation Committee, in consultation with its Compensation Consultant, approved a refinement to the measurement period used to calculate the stock price at the end of the performance period for all PSUs that contain a relative TSR metric that were outstanding as of December 1, 2025 (i.e., the outstanding PSUs that were granted in 2023, 2024, and 2025). This clarification was to ensure that executive payouts accurately reflect our long-term market performance by neutralizing short-term price volatility potentially caused by significant

V2X | 2026 Proxy Statement 61

divestitures of Company common stock by American Industrial Partners. Each NEO agreed to have this measurement modification apply with respect to the NEO’s outstanding PSUs that contain the relative TSR metric. See the discussion below in footnote 7 of the “Outstanding Equity Awards At 2025 Fiscal Year End.”

Vesting of 2023 PSUs and Mr. Wensinger’s Employment Inducement PSUs

The performance period for the (i) PSUs granted in 2023 that have a three-year performance period and vest based on the achievement of specified TSR performance goals (“2023-2025 Group 1 PSUs”), (ii) PSUs granted in 2023 that have a three-year performance period and vest based on the achievement of specified share price and TSR performance goals (“2023-2025 Group 2 PSUs”), and (iii) PSUs granted to Mr. Wensinger in 2024 that have a performance period ending on December 31, 2025 and vest based on the achievement of specified share price and TSR performance goals (“Employment Inducement PSUs”) ended on December 31, 2025. Based on the performance goals achieved as of December 31, 2025, 20.3% of the 2023-2025 Group 1 PSUs vested, and 30% of each of the 2023-2025 Group 2 PSUs and the Employment Inducement PSUs vested.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.