Vestis Corp
For the period ended Feb 18, 2026. Filed Jan 8, 2026.
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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
Pay Versus Performance
PAY VERSUS PERFORMANCE (“PVP”)
As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed fiscal years. In determining the “Compensation Actually Paid” (CAP) to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table.
Due to the valuation component of CAP, the dollar amounts do not reflect the actual amounts of compensation earned or paid during the year. The PvP tables below summarize compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the fiscal years ending 2023, 2024 and 2025. Note that for our NEOs other than our CEO, compensation is reported as an average. The Company did not have a TSR for fiscal year 2023.
| Year | Summary CompensationTable Total for CEO 1 (1)($) | Summary CompensationTable Total for CEO 2 (1)($) | Summary CompensationTable Total for CEO 3 (1)($) | CompensationActually Paidto CEO 1($) | CompensationActually Paidto CEO 2($) | CompensationActually Paidto CEO 3($) | AverageSummaryCompensationTable Total forNon-CEO NEOs (2)($) | AverageCompensationActually Paidto Non-CEONEOs (2)($) |
|---|---|---|---|---|---|---|---|---|
| 2025 | $3,288,352 | $1,429,565 | $12,689,561 | $2,766,820 | $695,370 | $7,127,882 | $2,492,479 | $1,060,619 |
| 2024 | $— | $— | $10,448,954 | $— | $— | $8,142,899 | $2,173,967 | $752,482 |
| 2023 | $— | $— | $3,181,908 | $— | $— | $1,431,836 | $1,029,502 | $639,455 |
(1)James J. Barber, Jr. (CEO 1) and Phillip Holloman (CEO 2) each served as CEOs in fiscal year 2025. Kim Scott (CEO 3) served as CEO in fiscal years 2023, 2024 and 2025.
(2)Non-CEO NEOs were as follows for fiscal years 2023, 2024 and 2025:
(i)2025: Messrs. Bouchard, Dillon, Seward, and Shih and Ms. Janzen.
(ii)2024: Messrs. Dillon, Donovan, Shih and Ms. Kervin.
(iii)2023: Messrs. Dillon, Donovan, Shih and Ms. Kervin.
.
| Year · Value of Initial Fixed $100Investment Based On (1) · Net Income(Loss) (2)($) · CompanySelectedPerformanceMeasure - AdjustedEBITDA (3)($) | ||||
|---|---|---|---|---|
| TotalShareholderReturn ($) · Peer GroupTotalShareholderReturn (1) ($) | ||||
| 2025 | $30.10 | $130.44 | $(40,223,000) | $257,400,000 |
| 2024 | $89.64 | $125.86 | $20,970,000 | $352,900,000 |
| 2023 | – | – | $213,158,000 | $404,000,000 |
(1)Total Shareholder Return (TSR) assumes $100 is invested as of October 2, 2023. TSR represents cumulative return over fiscal year 2025. The Peer Group used for this calculation was the Standard & Poor’s Small Cap 600 Index (or “S&P 600”) which is also reported in our Annual Report on Form 10-K in the Stock Performance Graph for fiscal year 2025.
(2)Net Income (Loss) reflected represents GAAP Net Income (Loss) as reported in our Annual Report on Form 10-K within Results of Operations for the applicable fiscal year.
(3)Adjusted EBITDA, a non-GAAP measure, is the performance measure the Company has selected per the requirements of Item 402(v) of Regulation S-K. A reconciliation of GAAP to non-GAAP financial measures is set forth on Appendix A.
| 2026 Proxy Statement | 77 |
Compensation Actually Paid to Mr. Barber (CEO 1), Mr. Holloman (CEO 2) and Ms. Scott (CEO 3)
To determine the CAP amounts for Messrs. Barber and Holloman, and Ms. Scott, set forth in the PvP table above, the following amounts were deducted from and added to (as applicable) total compensation as reported for each person in the Summary Compensation Table (SCT) for the applicable fiscal year, in accordance with Item 402(v) of Regulation S-K.
Mr. Barber (CEO 1)
| Year | SCT Total Reported for Mr. Barber($) | SCT ReportedEquity Value forMr. Barber($) | Equity Award ValueAdjustments forMr. Barber (1)($) | CompensationActually Paid toMr. Barber($) |
|---|---|---|---|---|
| 2025 | $3,288,352 | ($2,937,800) | $2,416,268 | $2,766,820 |
(1)Represents the year-over-year change in the fair value of Mr. Barber's equity awards as summarized below:
| Year | Year End FairValueOutstandingand UnvestedEquity AwardsGranted thisYear ($) | Year over YearChange in Value ofOutstanding and UnvestedEquity AwardsGranted inPrior Years ($) | Fair Value asof the VestingDate of EquityAwards Granted in theYear ($) | Year over YearChange in FairValue ofEquity AwardsGranted inPrior Yearsthat Vestedthis Year ($) | Fair Value atthe end of thePrior Year ofEquity Awardsthat Failed toMeet VestingConditionsthis Year ($) | Value ofDividends orother earningsPaid on EquityAwards notreflected inFair Value orTotal Comp.($) | Total EquityAwardAdjustments($) |
|---|---|---|---|---|---|---|---|
| 2025 | $2,416,268 | $0 | $0 | $0 | $0 | $0 | $2,416,268 |
Mr. Holloman (CEO 2)
| Year | SCT Total Reported for Mr. Holloman($) | SCT ReportedEquity Value forMr. Holloman($) | Equity Award ValueAdjustments forMr. Holloman (1)($) | CompensationActually Paid toMr. Holloman($) |
|---|---|---|---|---|
| 2025 | $1,429,565 | ($675,005) | ($59,190) | $695,370 |
(1)Represents the year-over-year change in the fair value of Mr. Holloman’s equity awards as summarized below:
| Year | Year End FairValueOutstandingand UnvestedEquity AwardsGranted thisYear ($) | Year over YearChange in Value ofOutstanding and UnvestedEquity AwardsGranted inPrior Years ($) | Fair Value asof the VestingDate of EquityAwards Granted in theYear ($) | Year over YearChange in FairValue ofEquity AwardsGranted inPrior Yearsthat Vestedthis Year ($) | Fair Value atthe end of thePrior Year ofEquity Awardsthat Failed toMeet VestingConditionsthis Year ($) | Value ofDividends orother earningsPaid on EquityAwards notreflected inFair Value orTotal Comp.($) | Total EquityAwardAdjustments($) |
|---|---|---|---|---|---|---|---|
| 2025 | $399,051 | ($148,201) | $0 | ($310,040) | $0 | $0 | ($59,190) |
| 2026 Proxy Statement | 78 |
Ms. Scott (CEO 3)
| Year | SCT Total Reported for Ms. Scott($) | SCT ReportedEquity Value forMs. Scott($) | Equity Award ValueAdjustments forMs. Scott (1)($) | CompensationActually Paid toMs. Scott($) |
|---|---|---|---|---|
| 2025 | $12,689,561 | ($3,767,937) | ($1,793,742) | $7,127,882 |
| 2024 | $10,448,954 | ($9,493,722) | $7,187,667 | $8,142,899 |
| 2023 | $3,181,908 | ($1,750,072) | $0 | $1,431,836 |
(1)Represents the year-over-year change in the fair value of Ms. Scott’s equity awards as summarized below:
| Year | Year End FairValueOutstandingand UnvestedEquity AwardsGranted thisYear ($) | Year over YearChange in Value ofOutstanding and UnvestedEquity AwardsGranted inPrior Years ($) | Fair Value asof the VestingDate of EquityAwards Granted in theYear ($) | Year over YearChange in FairValue ofEquity AwardsGranted inPrior Yearsthat Vestedthis Year ($) | Fair Value atthe end of thePrior Year ofEquity Awardsthat Failed toMeet VestingConditionsthis Year ($) | Value ofDividends orother earningsPaid on EquityAwards notreflected inFair Value orTotal Comp.($) | Total EquityAwardAdjustments($) |
|---|---|---|---|---|---|---|---|
| 2025 | $214,207 | ($1,417,193) | $0 | $0 | ($590,756) | $0 | ($1,793,742) |
| 2024 | $7,832,897 | ($311,054) | $0 | ($70,221) | ($263,955) | $0 | $7,187,667 |
| 2023 | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
In the tables for each CEO above, the equity values are computed in accordance with the methodologies used for financial reporting purposes, reflecting updated economic assumptions as of the valuation dates and adjustments to the expected term for options significantly in-the-money or out-of-the-money. For additional information on the valuation assumption refer to “Note 12 – Share-Based Compensation” to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended October 3, 2025.
Average Non-CEO NEO Compensation
To determine the average compensation actually paid to the Non-CEO NEOs, the following amounts were deducted from and added to (as applicable) our Non-CEO NEO’s average total compensation as reported in the Summary Compensation Table (SCT), in accordance with Item 402(v) of Regulation S-K.
| Year | SCT TotalReported forNon-CEO NEOs($) | SCT ReportedEquity Value forNon-CEO NEOs($) | Equity Award ValueAdjustments forNon-CEO NEOs (1)($) | CompensationActually Paid forNon-CEO NEOs ($) |
|---|---|---|---|---|
| 2025 | $2,492,479 | ($1,582,176) | $150,316 | $1,060,619 |
| 2024 | $2,173,967 | ($1,558,904) | $137,419 | $752,482 |
| 2023 | $1,029,502 | ($390,047) | $0 | $639,455 |
(1)Represents the year-over-year change in the fair value of our Non-CEO NEO’s equity awards to as summarized below:
| 2026 Proxy Statement | 79 |
| Year | Year End FairValueOutstandingand UnvestedEquity AwardsGranted thisYear ($) | Year over YearChange inValue ofOutstandingand UnvestedEquity AwardsGranted inPrior Years ($) | Fair Value asof the VestingDate of EquityAwardsGranted in theYear ($) | Year over YearChange in FairValue ofEquity AwardsGranted inPrior Yearsthat Vestedthis Year ($) | Fair Value atthe end of thePrior Year ofEquity Awardsthat Failed toMeet VestingConditionsthis Year ($) | Value ofDividends orother earningsPaid on EquityAwards not reflected inFair Value orTotal Comp.($) | Total EquityAwardAdjustments($) |
|---|---|---|---|---|---|---|---|
| 2025 | $235,238 | $35,605 | $0 | ($4,875) | ($115,652) | $0 | $150,316 |
| 2024 | $210,719 | ($10,245) | $0 | ($29,914) | ($33,141) | $0 | $137,419 |
| 2023 | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
In the table above, the equity values are computed in accordance with the methodologies used for financial reporting purposes, reflecting updated economic assumptions as of the valuation dates and adjustments to the expected term for options significantly in-the-money or out-of-the-money. For additional information on the valuation assumption refer to “Note 12 – Share-Based Compensation” to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended October 3, 2025.
Company-Selected Measure and Other Financial Performance Measures
The following financial performance measures (listed alphabetically) are used to link NEO Compensation Actually Paid to company performance during the most recently completed fiscal year.
Performance Measures
Adjusted EBITDA
Organic Revenue Sales Growth
Adjusted Free Cash Flow
Relative TSR
| 2026 Proxy Statement | 80 |
Relationship of Compensation Actually Paid and Performance Measures
The following charts describe the relationship of Compensation Actually Paid to the performance measures listed in the PVP table above.
Compensation Actually Paid (CAP) vs. Vestis TSR vs. Peer Group TSR
| 2026 Proxy Statement | 81 |
Compensation Actually Paid (CAP) vs. Net Income (in Thousands)
Compensation Actually Paid (CAP) vs. Adjusted EBITDA (in Thousands)
| 2026 Proxy Statement | 82 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.