Vestis Corp
For the period ended Feb 18, 2026. Filed Jan 8, 2026.
View on SEC.govAbout 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.
Feb 18, 2026 · Filed Jan 8, 2026
Contents
Executive Compensation Program and Practices Overview
2025 Advisory “Say on Pay” Vote on Executive Compensation
Each year we provide our shareholders with the opportunity to cast an advisory vote to approve the compensation of our named executive officers. At our 2025 annual meeting of shareholders, we received over 98.5% support from votes cast for our “Say on Pay” advisory vote proposal with regard to our fiscal 2024 named executive officer compensation program, which we believe demonstrates that shareholders are supportive of our executive compensation program. In evaluating our executive compensation program, the Compensation Committee and the full Board considered the 2025 “Say on Pay” advisory vote proposal results. The Compensation Committee will continue to monitor and assess our executive compensation program and consider the outcome of our Say-on-Pay votes when making future compensation decisions for our named executive officers.
| 2026 Proxy Statement | 38 |
Executive Compensation Program and Practices Overview
Vestis’ executive compensation program adheres to the following high governance standards.
| What We Do | What We Don’t Do | |||
|---|---|---|---|---|
| √ | Risk Mitigation – Multiple metrics and measurement periods for annual incentives mitigate risk that executives will be motivated to pursue results related to one metric and/or one period | x | No Guaranteed Bonuses – Vestis’ annual bonus plans are performance-based and do not include any minimum payment levels or guarantees | |
| √ | Compensation Recoupment Policy – Robust “clawback” policy for pay in certain circumstances | x | No Executive Pension or Supplemental Executive Retirement Plan – Vestis’ executive officers participate in the same retirement plan as our front-line Teammates | |
| √ | Stock Ownership Guidelines – Vestis’ NEOs and directors are subject to ownership guidelines with conditional holding requirements | x | No Hedging and Restriction on Pledging – Vestis prohibits directors and employees from engaging in hedging and prohibits directors and named executive officers from pledging Vestis shares without specific pre-approval (1) | |
| √ | Double-Trigger Change-in-Control Provisions – Both a change-in-control and termination are required for equity vesting acceleration and other benefits to apply upon a change-in-control event | x | No Dividends on Unvested Equity Awards – Vestis does not pay dividends or dividend equivalents on equity awards prior to vesting | |
| √ | Annual Say-on-Pay Vote – Vestis is recommending annual shareholder feedback on our executive pay program and will directly engage with its shareholders on executive pay matters | x | No Repricing or Exchange of Underwater Stock Options | |
| √ | Annual Evaluation – Vestis annually reviews its executive pay program to ensure it continues to align with market competitive practices and key financial objectives | x | No Tax Gross-Ups Vestis does not provide gross-ups on benefits (other than taxable relocation benefits) or perquisites in any employment agreements | |
| √ | Independent Advisor – Independent consultant provides advice directly to the Vestis Compensation Committee | x | No Recycling of Shares withheld for taxes | |
| √ | Multiple LTI Vehicles – Use of PSUs, Stock Options and RSUs provides a balanced approach that focuses executives on key financial objectives (PSUs), direct shareholder alignment (Stock Options), and retention and alignment with shareholders (RSUs) | |||
(1)There are certain limited exceptions to the prohibition on pledging.
| 2026 Proxy Statement | 39 |
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