~~September 13, 2022~~March 20, 2023

V2X, Inc.
~~2424 Garden of the Gods Road~~

7901 Jones Branch Drive
Suite ~~300~~
~~Colorado Springs, CO 80919~~700
McLean, VA 22102

Dear Fellow Shareholders:

~~Enclosed~~You are cordially invited to attend the ~~Notice of Annual Meeting of Shareholders and Proxy Statement for the 2022~~2023 Annual Meeting of Shareholders (the ~~“2022~~“2023 Annual Meeting”) of V2X, Inc., formerly known as Vectrus, Inc. (“V2X” or the “Company”), which will be held ~~virtually again this year. This year’s~~at 8:00 a.m. Eastern Time on May 4, 2023. Our 2023 Annual Meeting will be a virtual meeting ~~is intended~~conducted solely online and can be attended by visiting www.virtualshareholdermeeting.com/VVX2023. A virtual meeting will allow all shareholders who desire to ~~address only~~attend and vote at our annual meeting to do so safely and securely. Details regarding how to attend the ~~business included on the agenda. Details of~~meeting online and the business to be ~~conducted~~presented at the ~~2022 Annual Meeting are given~~meeting can be found in the accompanying Notice of Annual Meeting ~~of Shareholders~~ and 2023 Proxy Statement ~~which provides information required by applicable laws and regulations.~~(“Proxy Statement”).

~~Your vote is important and we encourage you~~We have elected to ~~vote whether you are a registered owner or a beneficial owner. In accordance with~~take advantage of the U.S. Securities and Exchange ~~Commission rules, we are using the Internet as~~Commission’s rule that allows us to furnish our ~~primary means of furnishing~~ proxy materials to our shareholders over the Internet. We believe electronic delivery will expedite the distribution of materials and, by printing and mailing a smaller volume, will reduce the environmental impact of our annual meeting materials and help lower our costs.

On or about March 20, 2023, a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) will be mailed to our shareholders. ~~Because we are using~~The Notice of Internet Availability will contain instructions on how to access our proxy materials online, including the ~~Internet, most shareholders~~2023 Proxy Statement and the Company’s 2022 Annual Report to shareholders. You will not receive ~~paper copies~~a printed copy of ~~our proxy materials. We will instead send~~ these ~~shareholders a notice with instructions for accessing the proxy~~ materials and voting via the Internet. This notice also provides information on how shareholders may obtain paper copies of our proxy materials if they so choose. We believe use of the Internet makes the proxy distribution process more efficient, less costly and helps in conserving natural resources.unless you specifically request one.

~~If you are the registered owner of V2X common stock and do not plan to~~Your vote ~~at the virtual 2022 Annual Meeting, you~~is important. You may vote your shares in advance of the meeting via the Internet, by ~~making a toll-free~~ telephone, ~~call~~by mail, or ~~using~~by attending and voting online at the ~~Internet. Details of these voting options are explained~~2023 Annual Meeting. Please refer to the section “How do I vote” in the accompanying Proxy ~~Statement. If you choose to receive paper copies of our proxy materials, you can vote by completing and returning the enclosed proxy card by mail as soon as possible.~~

~~If you are a beneficial owner and someone else, such as your bank, broker or trustee, is the owner of record, the owner of record will communicate with you about how to vote your shares.~~

Statement for detailed voting instructions. Whether or not you plan to attend the ~~virtual 2022~~2023 Annual Meeting, please vote as soon as possible. ~~Voting by any~~

On behalf of the ~~methods described above will ensure~~Company, we extend our appreciation of your ~~representation at the 2022 Annual Meeting.~~continued support.

Sincerely,

CHARLES L. PROW

PRESIDENT AND CHIEF EXECUTIVE OFFICER

[MISSING IMAGE: sg_marylhowellnew-bw.jpg]

MARY L. HOWELL

NON-EXECUTIVE CHAIRMAN OF

THE BOARD OF DIRECTORS

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		NOTICE OF ~~2022~~2023 ANNUAL MEETING OF SHAREHOLDERS
		LOCATION DETAILS

		TIME: 8:00 a.m. Eastern Time, on Thursday, ~~October 27, 2022~~May 4, 2023
		PLACE: Virtual ~~Shareholder Meeting~~meeting at www.virtualshareholdermeeting.com/~~VVX2022~~VVX2023
		ITEMS OF BUSINESS

		ITEM 1 To elect ~~four~~three Class IIIII Directors as members of the Board of Directors for a three-year term, each as named in the ~~attached~~accompanying Proxy Statement.
		ITEM 2 To ratify the appointment of RSM US LLP as the ~~V2X, Inc.~~Company’s Independent Registered Public Accounting Firm for ~~2022.~~2023.
		ITEM 3 To approve, on an advisory basis, the compensation paid to our named executive officers, as described herein.
		ITEM 4 ~~To approve a second amendment and restatement of the V2X, Inc. 2014 Omnibus Incentive Plan.~~
		~~ITEM 5~~ To transact such other business as may properly come before the meeting or any adjournments, postponements or continuations of the meeting.
		WHO CAN VOTE?

		You can vote if you were a shareholder at the close of business on ~~September 2, 2022,~~March 13, 2023, the record date for the ~~2022~~2023 Annual ~~Meeting of Shareholders.~~Meeting.
		ANNUAL REPORT TO SHAREHOLDERS AND ANNUAL REPORT ON FORM 10-K

		~~Copies of our~~Our Annual Report to Shareholders, ~~and 2021~~which includes the 2022 Annual Report on Form 10-K ~~are provided~~(the “2022 Annual Report”), is being furnished along with this Proxy Statement to ~~shareholders.~~shareholders of record.
		MAILING OR AVAILABILITY DATE

		Beginning on or about ~~September 13, 2022,~~March 20, 2023, this Notice of the ~~2022~~2023 Annual Meeting, ~~of Shareholders~~the 2023 Proxy Statement, and the 2022 ~~Proxy Statement~~Annual Report are being mailed or made available, as the case may be, to shareholders of record on ~~September 2, 2022.~~March 13, 2023.
		ABOUT PROXY VOTING

		Your vote is important. Proxy voting permits shareholders unable to attend the ~~2022~~2023 Annual Meeting ~~of Shareholders~~ to vote their shares through a proxy. By appointing a proxy, your shares will be represented and voted in accordance with your instructions. If you do not provide instructions on how to vote, the proxies will vote as recommended by the Board of Directors. Most shareholders will not receive paper copies of our proxy materials and can vote their shares by following the Internet voting instructions provided on the Notice of Internet ~~Availability of Proxy Materials.~~Availability. If you are a registered owner and requested a paper copy of the proxy materials, you can vote your shares by completing and returning your proxy card or by following the Internet or telephone voting instructions provided on the proxy card. Beneficial owners who received or requested a paper copy of the proxy materials can vote their shares by completing and returning their voting instruction form or by following the Internet or telephone voting instructions provided on the voting instruction form. You can change ~~your voting instructions~~ or revoke your proxy at any time prior to the ~~2022~~2023 Annual Meeting ~~of Shareholders~~ by following the instructions on page 56 of this Proxy Statement and on the proxy card.

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

Important Notice Regarding the Availability of Proxy Materials for the ~~2022~~2023 Annual Meeting ~~of Shareholders~~ to be held on Thursday, ~~October 27, 2022~~May 4, 2023 at 8:00 a.m. Eastern Time. The Company’s ~~2022~~2023 Proxy Statement, ~~2021~~2022 Annual Report ~~on Form 10-K~~ and this Notice of 2023 Annual ~~Report to Shareholders~~Meeting are available online at www.proxyvote.com.

If you want to receive a paper or email copy of these documents, you must request a copy. There is no charge to you for requesting a copy. Please make your request for a copy as instructed in this Proxy Statement on or before ~~October 13, 2022~~April 20, 2023 to facilitate timely delivery.

By order of the Board of Directors,

KEVIN T. BOYLE

SENIOR VICE PRESIDENT, CHIEF LEGAL OFFICER, GENERAL COUNSEL AND
CORPORATE SECRETARY
~~September 13, 2022~~
March 20, 2023

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OUR ENVIRONMENTAL, SOCIAL, AND GOVERNANCE PROGRAM

At V2X, our Environmental, Social, and Governance (“ESG”) programs form an important part of our corporate values and long-standing business priorities. Our ESG programs reflect our current understanding of the goals and requirements of our stakeholders, and the relevant laws, regulations, and standards under which we operate.

Our Board of Directors’ standing committees oversee various aspects of our ESG programs:

•

The Nominating and Governance Committee oversees our ESG programs, including health and safety matters;

•

The Compensation and Personnel Committee receives reports from management on diversity and inclusion efforts and initiatives; and

•

The Audit Committee oversees the Company’s compliance program, including its Code of Conduct and ethics program, and reviews the cybersecurity program and cyber risk assessment.

We describe below our key ESG focus areas, accomplishments, and initiatives for 2022. In 2023, we established an internal ESG task force, comprised of our cross-functional ESG leaders, to identify priority ESG topics and assist in the development and implementation of an enterprise—wide ESG strategy.

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	PAGE
V2X QUICK FACTS		1
INFORMATION ABOUT THIS PROXY STATEMENT AND VOTING		5
~~SHARE~~SECURITY OWNERSHIP ~~GUIDELINES~~OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		911
~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~Delinquent Section 16(a) Reports		1012
~~Delinquent Section 16(a) Reports~~PROPOSALS TO BE VOTED ON AT THE 2023 ANNUAL MEETING OF SHAREHOLDERS		12
~~PROPOSALS TO BE VOTED ON AT THE 2022 ANNUAL MEETING~~PROPOSAL 1 ELECTION OF ~~SHAREHOLDERS~~DIRECTORS		12
1 ~~To elect four~~Election of Three Class IIIII Director Nominees for a Term of Three Years		1412
PROPOSAL 2 ~~To ratify the appointment of the independent registered public accounting firm for 2022~~ RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023		1920
3 ~~To approve, on an advisory basis, the compensation paid to our named executive officers, as described herein~~ CHANGE IN CERTIFYING ACCOUNTANT		2220
4 ~~To approve a second amendment and restatement of the V2X, Inc. 2014 Omnibus Incentive Plan~~ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES		20
PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES		21
PROPOSAL 3 NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		23
Securities Authorized for Issuance Under Equity Compensation Plans		24
INFORMATION ABOUT THE BOARD OF DIRECTORS AND OTHER MATTERS		2825
Structure of the Board of Directors		2825
Director Independence		2926
Responsibilities of the Board of Directors		3027
Corporate Governance Principles		3027
Leadership Structure		3027
Communication with the Board of Directors		3128
Shareholder Outreach		3128
Board and Committee Roles in Risk Oversight		3128
Annual Director Evaluations		3128
Director Selection, Composition and Diversity		3229
Diversity, Equity, and Inclusion in the Workforce — V2X For Everyone		3229
Non-Management Director Compensation		3330
~~Restricted Stock Unit Awards Outstanding at 2021 Fiscal Year-End~~Director Compensation Table		3531
~~Director Expenses~~Restricted Stock Unit Awards Outstanding at 2022 Fiscal Year-End		3532
~~Indemnification and Insurance~~Director Expenses		3532
~~Policies for Approving Related Person Transactions~~COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		3532
~~Related Person Transactions~~Indemnification and Insurance		3633
~~Charitable Contribution Conflict of Interest Policy~~Policies for Approving Related Person Transactions		4133
~~CODE OF CONDUCT~~Related Person Transactions		4133
~~COMMITTEES OF THE BOARD OF DIRECTORS~~Charitable Contribution Conflict of Interest Policy		4336
~~REPORT OF THE AUDIT COMMITTEE~~Code of Conduct		4836
~~COMPENSATION COMMITTEE REPORT~~COMMITTEES OF THE BOARD OF DIRECTORS		4937
~~COMPENSATION DISCUSSION AND ANALYSIS~~Audit Committee		5038
~~SUMMARY COMPENSATION TABLE~~Compensation Committee		6640
~~ALL OTHER COMPENSATION TABLE~~Nominating and Governance Committee		6740
~~CEO PAY RATIO~~Strategy Committee		6741
~~GRANTS~~REPORT OF ~~PLAN-BASED AWARDS IN 2021~~THE AUDIT COMMITTEE		6841
~~SPECIAL~~ COMPENSATION ~~ARRANGEMENTS~~COMMITTEE REPORT		6942
~~OUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR-END~~		72
~~RESTRICTED STOCK UNIT VESTING SCHEDULE~~		73
~~OPTION EXERCISES AND STOCK VESTED~~		73
~~PENSION BENEFITS~~		74
~~NON-QUALIFIED DEFERRED COMPENSATION FOR 2021~~		74

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	PAGE
~~SEVERANCE~~COMPENSATION DISCUSSION AND ~~CHANGE IN CONTROL~~ANALYSIS		7544
~~POTENTIAL POST-EMPLOYMENT COMPENSATION~~Introduction		7944
~~How to Attend the Virtual 2022 Annual Meeting of Shareholders~~Vertex Transaction; Executive Changes		8144
~~APPENDIX A: SECOND AMENDMENT AND RESTATEMENT OF THE V2X, INC. 2014 OMNIBUS INCENTIVE PLAN~~Executive Summary		~~A-1~~44
2022 Compensation Information for NEOs		46
Independent Compensation Consultant		47
Our Compensation Cycle		48
Compensation Program Objectives		48
2022 AIP Awards Paid in 2023		51
Long-Term Incentive Program		55
Post-Employment Compensation		57
Severance Plan Arrangements		57
Change in Control Arrangements		57
Employee Benefits		57
Other Considerations and Policies		58
COMPENSATION TABLES		61
Summary Compensation Table		61
Grants of Plan-Based Awards in 2022		63
Special Compensation Arrangements		64
Outstanding Equity Awards at 2022 Fiscal Year End		65
Restricted Stock Unit Vesting Schedule		66
Option Exercises and Stock Vested		66
Pension Benefits		67
Non-Qualified Deferred Compensation for 2022		67
Severance and Change in Control		68
Potential Post-Employment Compensation		72
CEO PAY RATIO		73
PAY VERSUS PERFORMANCE		73
HOW TO ATTEND THE VIRTUAL 2023 ANNUAL MEETING OF SHAREHOLDERS		79

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DIRECTORS STANDING FOR ELECTION	INDEPENDENT	COMMITTEE ASSIGNMENT
~~Mary L. Howell~~	~~YES~~	~~None~~
~~Eric M. Pillmore~~	~~YES~~	~~Member of the Audit Committee, Strategy Committee and Compensation and Personnel Committee~~
~~Joel M. Rotroff~~John “Ed” Boyington, Jr.	NO	Member of the ~~Compensation and Personnel~~Strategy Committee
~~Neil D. Snyder~~Melvin F. Parker	NOYES	~~Member~~Chair of the Nominating and Governance Committee and ~~Compensation~~Member of the Audit and ~~Personnel~~Strategy Committees
Stephen L. Waechter	YES	Chair of the Audit Committee and Member of the Nominating and Governance Committee

NUMBER OF ~~2021~~2022 BOARD AND COMMITTEE MEETINGS
Board ~~Meetings~~				1712
Audit Committee ~~Meetings~~				12
Compensation and Personnel Committee				9
Nominating and Governance Committee				6
~~Compensation and Personnel Committee Meetings~~				6
~~Nominating and Governance Committee Meetings~~				4
Strategy Committee ~~Meetings~~				5

INDEPENDENT NON-EXECUTIVE CHAIRMAN

Mary L. Howell

~~2021~~2022 ANNUAL NON-MANAGEMENT DIRECTOR COMPENSATION AND OWNERSHIP GUIDELINES
Cash Retainer				$85,000
Restricted Stock Units				$130,000
Audit Committee Chair – Incremental Compensation				$20,000 Cash Retainer
Compensation and Personnel Committee Chair – Incremental Compensation				$17,500 Cash Retainer
Nominating and Governance Committee Chair – Incremental Compensation				$15,000 Cash Retainer
Strategy Committee Chair – Incremental Compensation				$15,000 Cash Retainer
Non-Executive Chairman – Incremental Compensation				$50,000 Cash Retainer and ~~$50,000~~ $50,000 in Restricted Stock ~~Units~~ Unit
Director Share Ownership Guidelines				5 X the Annual Cash Retainer Amount

BOARD SIZE

11 Directors

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		WE DO NOT…
					Reprice stock options.
					Provide tax gross-ups for perquisites or in connection with a change in control; however, tax protection may be provided for costs associated with relocation.
					Guarantee minimum bonus payments.
					Provide for automatic base salary increases.
					Have fixed-term employment arrangements with our named executive officers. All named executive officers are at-will employees.
					Provide a traditional pension ~~plan or a supplemental executive retirement~~ plan.

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~~2022~~2023 PROXY STATEMENT

INFORMATION ABOUT THIS PROXY STATEMENT AND VOTING

Your vote is very important to us. For this reason, the Board of Directors of V2X ~~Inc.~~ (the “Board of Directors” or the “Board”) is ~~requesting that you allow your common stock to be represented at the 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”) by voting your shares after reviewing~~furnishing this proxy statement (the “Proxy Statement”)~~. This Proxy Statement is being sent or made available to you~~ in connection with ~~this request and has been prepared~~the solicitation of proxies to vote on ~~behalf~~matters to be submitted at our 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”) or at any adjournments, postponements or continuations thereof. The Notice of the ~~Board~~2023 Annual Meeting, this Proxy Statement, the accompanying proxy card and our Annual Report to Shareholders, which includes the 2022 Annual Report on Form 10-K (the “2022 Annual Report”), were first sent or given on or about March 20, 2023 to shareholders of ~~Directors by our management team.~~record as of March 13, 2023.

In this Proxy Statement, unless the context requires otherwise, any of the “Company,” “V2X,” “we,” “us” and “our” refers to V2X, Inc. and its subsidiaries, and for periods prior to our business combination transaction with Vertex Aerospace Services Holding Corp. (the “Vertex Transaction” or the “Merger”), refers only to ~~the business of~~ Vectrus, Inc.

In connection with the Vertex Transaction, the Company entered into a shareholders agreement (the “Shareholders Agreement”) with Vertex Aerospace Holdco LLC, a Delaware limited liability company and an affiliate of American Industrial Partners Capital Fund VI, LP (“Vertex Holdco”), and certain other former stockholders of Vertex Aerospace Services Holding Corp. (“Vertex”) who became shareholders of the Company (collectively, the “Former Vertex Stockholders”) that, among other things, (1) provides Vertex Holdco and its ~~affiliates~~subsidiaries. References throughout this Proxy Statement to ~~which shares of Company~~“common stock” mean the common stock, ~~are transferred by a Former Vertex Stockholder (collectively,~~par value $0.01 per share, of V2X, unless the “Vertex Holdco Parties”) with director nomination and committee designation rights, (2) governs how each Former Vertex Stockholder will vote its shares of common stock with respect to certain matters, (3)context requires certain actions of the Company to be approved by the Vertex Holdco Parties, (4) provides the Vertex Holdco Parties with certain information rights, (5) limits transfers of common stock by the Former Vertex Stockholders, (6) limits certain acquisitions of common stock by the Vertex Holdco Parties, (7) restricts the ability of the Vertex Holdco Parties to solicit proxies in the election of directors for such periods indicated therein, and (8) provides that the Company will elect to be a “controlled company” for purposes of applicable listing standards for so long as the Company qualifies to do so.otherwise.

Pursuant to the Shareholders Agreement, the Vertex Holdco Parties and the Company will take whatever action may be reasonably necessary, if any, to cause the Company to comply with Securities and Exchange Commission (“SEC”) rules and applicable

~~listing standards then in effect if the Company ceases to qualify as a “controlled company.”~~

WHY DID I RECEIVE THESE PROXY MATERIALS?

Beginning on or about ~~September 13, 2022,~~March 20, 2023, this Proxy Statement is being mailed or made available, as the case may be, to shareholders who were V2X shareholders as of the ~~September 2, 2022 record date~~close of business on March 13, 2023 (the “Record Date”), as part of the Board of Directors’ solicitation of proxies for the ~~2022~~2023 Annual Meeting ~~and~~or any adjournments, postponements or ~~adjournments~~continuations thereof. This Proxy Statement and the 2021 Annual Report on Form 10-K (which have been furnished or made available to shareholders eligible to vote at the 2022 Annual Meeting) contain information that the Board of Directors believes offers an informed view of V2X.

WHY ARE YOU HOLDING A VIRTUAL ANNUAL MEETING?

Our ~~2022~~2023 Annual Meeting will be held solely in a virtual format, which will be conducted via a live ~~webcast~~webcast. A virtual meeting will enable all shareholders, irrespective of their size or resources, to safely and ~~online shareholder tools. We have created~~securely attend and ~~implemented~~vote at the ~~virtual format in order to facilitate shareholder attendance and participation by enabling shareholders to participate fully and equally from any location around the world,~~2023 Annual Meeting, at no cost. However, you will bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies. A virtual annual meeting makes it possible for more shareholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving the Company and our shareholders time and money. We also believe that the online ~~tools~~meeting platform we have selected will ~~increase shareholder communication.~~enable shareholders to participate in the meeting as they would at an in-person meeting.

WHO IS ENTITLED TO VOTE?

You can vote if you owned shares of the Company’s common stock as of the close of business on the Record Date.

IS A LIST OF SHAREHOLDERS AVAILABLE?

The names of shareholders of record entitled to vote at the ~~2022~~2023 Annual Meeting will be available to shareholders at least five business days prior to our ~~2022~~2023 Annual Meeting at our principal executive offices located at ~~2424 Garden of the Gods Road,~~7901 Jones Branch Drive, Suite ~~300, Colorado Springs, CO 80919~~700, McLean, Virginia 22102 during normal business ~~hours, and at the 2022 Annual Meeting.~~hours. The list will also be available to shareholders at www.virtualshareholdermeeting.com/~~VVX2022~~VVX2023 during the ~~2022~~2023 Annual Meeting.

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voting instruction form from that broker, trustee, bank or other financial intermediary or nominee, each of which we refer to as an “intermediary.” The notice or form, as applicable, will explain how to direct the voting of your shares ~~are held in a bank or brokerage account, you will need~~through the intermediary, including the ability to ~~obtain a proxy, executed in your favor, from your bank or broker to be able to vote at the 2022 Annual Meeting~~provide voting instructions via the ~~web portal.~~Internet or by telephone.

WHAT IS THE DIFFERENCE BETWEEN A REGISTERED OWNER AND A BENEFICIAL OWNER?

If the shares you own are registered in your name directly with Computershare Trust Company, N.A., our transfer agent, you are the registered owner and the “shareholder of record.” If the shares you own are held in ~~a stock brokerage account, bank or by another holder of record,~~street name, you are considered the “beneficial owner” because someone else holds the shares on your behalf.

WHAT ARE THE PROXY VOTING PROCEDURES?

Your vote is important. After reviewing this Proxy Statement, please vote your shares right away to make sure that your shares are represented at the ~~2022~~2023 Annual Meeting. Please follow the voting instructions on the notice of Internet availability of proxy materials, proxy card (if you are a shareholder of record) or on the voting instruction form (if you are a beneficial owner). You may vote:


	BY INTERNET			BY TELEPHONE (FROM U.S.)			BY MAIL

WHY DOES THE BOARD SOLICIT PROXIES FROM SHAREHOLDERS?

Since it is impractical for all shareholders to attend the ~~2022~~2023 Annual Meeting and vote at the meeting, the Board of Directors recommends that you appoint the two people named on the accompanying proxy card to act as your proxies at the ~~2022~~2023 Annual Meeting.

HOW DO THE PROXIES VOTE?

The proxies vote your shares in accordance with your voting instructions. If you appoint the proxies but do not provide voting instructions, they will vote your shares as recommended by the Board of Directors, except as discussed below under “What is a broker non-vote?” If any other matters not described in this Proxy Statement are properly brought before the meeting for a vote, the proxies will use their discretion in deciding how to vote on those matters.

HOW MANY VOTES DO I HAVE?

You have one vote for every share of ~~V2X~~ common stock that you owned on the Record Date.

HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I VOTE ON THE PROPOSALS?

The Board of Directors recommends ~~a vote~~ that you vote:

•

“FOR” the election of each of the Class IIIII Director nominees of the Board of Directors (Item 1), ;

•

“FOR” the ratification of the appointment of RSM as the Company’s independent registered public accounting firm for ~~2022~~2023 (Item 2), ; and

•

“FOR” the approval on an advisory basis of the compensation of our named executive officers (Item 3) ~~and “FOR” the approval of a second amendment and restatement of the V2X, Inc. 2014 Omnibus Incentive Plan (Item 4)~~.

WHAT IF I CHANGE MY MIND?

Shareholders of Record: You can revoke your proxy at any time before it is exercised by mailing a new proxy card with a later date or casting a new vote via the Internet or by telephone, as applicable. You can also send a written revocation to the Corporate Secretary at the V2X Corporate Headquarters, ~~2424 Garden of the Gods Road,~~7901 Jones Branch Drive, Suite ~~300, Colorado Springs, CO 80919.~~700, McLean, Virginia 22102. If you virtually attend the ~~2022~~2023 Annual Meeting, you may vote via the virtual meeting platform and this vote will supersede your previously submitted proxy.

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Under Indiana law, the law of the state where the Company is incorporated, broker non-votes and abstentions are counted to determine whether there is a quorum present, but broker non-votes and abstentions will have no effect on the outcome of the proposals.

HOW MANY VOTES ARE REQUIRED TO ELECT DIRECTORS OR APPROVE A PROPOSAL? ~~HOW MANY VOTES ARE REQUIRED FOR AN AGENDA ITEM TO PASS?~~

The ~~Second~~ Amended and Restated Articles of Incorporation of the Company, as currently in effect (the “Articles”) and the Second Amended and Restated By-Laws of the Company (the “By-Laws”) provide that in uncontested elections, Directors shall be elected by a majority of the votes cast by the shares entitled to vote in the election (that is, the number of votes cast “for” a Director nominee must exceed the number of votes cast “against” that nominee). Accordingly, broker non-votes and abstentions will not have any effect on the election of a Director. Cumulative voting in the election of Directors is not permitted.

Items 2 and 3 are advisory in nature and ~~non-binding.~~non-binding on the Company. Items 2 3 and 43 will be considered to have passed if the votes cast in favor of the proposal exceed the votes cast against the proposal. Abstentions and broker non-votes will not be counted as votes cast either for or against these proposals, and accordingly will not have any effect on the outcome of the proposals.

WHAT HAPPENS IF A DIRECTOR NOMINEE FAILS TO RECEIVE A MAJORITY OF THE VOTES CAST IN AN UNCONTESTED ELECTION?

Our By-Laws provide that in uncontested elections, any Director nominee who fails to be elected by a majority of the votes cast, but who also is a Director at the time, shall promptly provide a written resignation, as a holdover Director, to the Chairman of the Board or the Corporate Secretary. The Nominating and Governance Committee ~~(or~~of the Board of Directors (the “Nominating and Governance Committee”), or the equivalent committee then in ~~existence)~~existence, shall promptly consider the resignation and all relevant facts and circumstances concerning any vote and the best interests of the Company and its shareholders and make a recommendation to the Board regarding whether to accept or reject the tendered resignation or whether other action should be taken. The Board will act on the Nominating and Governance Committee’s recommendation no later than its next regularly scheduled Board meeting or within 90 days after certification of the shareholder vote, whichever is earlier, and the Board will promptly publicly disclose its decision and the reasons for its decision.

HOW MANY SHARES OF V2X COMMON STOCK ARE OUTSTANDING?

As of the Record Date, ~~30,442,732~~31,005,107 shares of ~~V2X~~ common stock were outstanding and entitled to vote at the ~~2022~~2023 Annual Meeting.

HOW DO I ATTEND THE ~~2022~~2023 ANNUAL MEETING OF SHAREHOLDERS?

Shareholders who wish to attend ~~the 2022~~our virtual 2023 Annual Meeting ~~which is being held virtually,~~ must log into the virtual meeting platform at

www.virtualshareholdermeeting.com/~~VVX2022~~VVX2023 beginning at 7:45 a.m. Eastern Time on ~~October 27, 2022.~~ May 4, 2023.

To be admitted to the meeting as a shareholder of record, you must enter the 16-digit control number found on your proxy card or notice. You may vote your shares or ask questions during the meeting by following the instructions available on the virtual meeting platform. Questions must comply with the ~~2022~~2023 Annual Meeting procedures and be pertinent to the Company, our shareholders, and the meeting matters. Questions and answers may be grouped by topic and substantially similar questions may be grouped and answered once. Persons without a control number may attend the ~~2022~~2023 Annual Meeting as guests, but will not have the option to vote their shares or ask questions.

The virtual meeting platform is fully supported across browsers ~~(Internet Explorer, Firefox,~~(Firefox, Chrome, Microsoft Edge, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of the applicable software and plugins. Participants should ensure that they have a strong ~~WiFi~~

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HOW DO I ASK QUESTIONS AT THE VIRTUAL ~~2022~~2023 ANNUAL MEETING?

Shareholders who log into the virtual meeting platform using the 16-digit control number found on their notice of Internet availability of proxy materials, proxy card or ~~notice~~voting instruction form may ask questions ~~during the virtual 2022 Annual Meeting or during the~~beginning fifteen minutes before commencement ofor during the ~~2022~~virtual 2023 Annual Meeting by typing their question into the “Ask a Question” box located on the bottom left side of the webcast screen. A representative from V2X will review the questions and direct them to the appropriate individual at ~~V2X~~the Company to address them.

HOW MANY HOLDERS OF V2X OUTSTANDING SHARES MUST BE PRESENT TO HOLD THE ANNUAL MEETING OF SHAREHOLDERS?

In order to conduct business at the ~~2022~~2023 Annual Meeting, it is necessary to have a quorum. The presence in person or by proxy of holders of a majority of the outstanding shares of common stock entitled to vote will constitute a quorum for the transaction of business at the ~~2022~~2023 Annual Meeting. Abstentions and broker non-votes will be considered present for quorum purposes.

WHO COUNTS THE VOTES? IS MY VOTE CONFIDENTIAL?

Votes will be counted by the Inspector of Election appointed for the ~~2022~~2023 Annual Meeting. The Inspector of Election monitors the voting and certifies the confidentiality of the votes of shareholders.

WHO WILL SOLICIT PROXIES?

Our Directors, officers and other regular employees may solicit proxies. These persons may solicit proxies in person, by mail, by telephone or other electronic communication. Our Directors, officers and other

employees will not receive any additional compensation for these activities.

WHO WILL PAY FOR THE COSTS OF THIS PROXY SOLICITATION?

We will pay the full cost of soliciting proxies and we will reimburse ~~brokers, nominees, custodians and other fiduciaries~~intermediaries for their costs in sending proxy materials to beneficial owners.

HOW CAN I SUBMIT A PROPOSAL OR NOMINATE A DIRECTOR FOR THE ~~2023~~2024 ANNUAL MEETING OF SHAREHOLDERS?

Rule 14a-8 of the Securities Exchange Act of 1934 (the “Exchange Act”), establishes the eligibility requirements and the procedures that must be

followed for a shareholder proposal to be included in a public company’s proxy materials. If you want us to consider including a shareholder proposal in next year’s proxy statement, you must deliver such proposal, in writing, to ~~Kevin T. Boyle,~~ our Corporate Secretary at our principal executive offices on or before ~~May 16,~~November 21, 2023 and comply with applicable eligibility requirements and procedures.

Any other matters, including director nominations, proposed to be submitted for consideration at next year’s ~~Annual Meeting~~annual meeting of ~~Shareholders~~shareholders (other than a shareholder proposal included in our proxy materials pursuant to Rule 14a-8 under the Exchange Act) must be given in writing to our Corporate Secretary and received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the date we first sent or made these proxy materials available to shareholders.

Therefore, to be presented at our ~~2023~~2024 Annual Meeting of Shareholders, such a proposal must be received on or after ~~May 16,~~November 21, 2023 but not later than ~~June 15,~~December 21, 2023. The proposal must contain specific information required by our By-Laws, which are on file with the SEC and may be obtained from our Corporate Secretary upon written request. If a shareholder proposal is received before or after the range of dates specified above, our proxy materials for the next Annual Meeting of Shareholders may confer discretionary authority to vote on such matter without any discussion of the matter in the proxy materials.

In addition, to comply with the SEC’s universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice in writing to our Corporate Secretary at our principal executive offices that sets forth the information required by Rule 14a-19 ~~under~~of the Exchange Act ~~no later than August 28, 2023.~~

~~CAN A SHAREHOLDER NOMINATE DIRECTOR CANDIDATES?~~

Inin accordance with ~~procedures and requirements~~the deadlines set forth ~~in our By-Laws, shareholders may propose~~

immediately above.

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HOUSEHOLDING OF PROXY MATERIALS

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more shareholders sharing the same address by delivering a single proxy statement or a single notice addressed to those shareholders. This process, which is commonly referred to as “householding,” provides cost savings for companies.

We will deliver only one copy of the proxy materials to multiple shareholders sharing an address unless we have received contrary instructions from one or more of those shareholders. We will, upon written or oral request, promptly deliver a separate copy of the proxy materials to a shareholder at a shared address

to which single copies of the documents were delivered. You can make such request by writing to: Corporate Secretary, V2X, Inc., ~~2424 Garden of the Gods Road,~~7901 Jones Branch Drive, Suite ~~300, Colorado Springs, CO 80919~~700, McLean, Virginia 22102 or by calling ~~719-591-3600.~~571-481-2000. Shareholders wishing to receive separate copies of the proxy materials in the future or shareholders sharing an address wishing to receive a single copy of proxy materials in the future may also contact our Corporate Secretary as described above.

Some brokers also household proxy materials, delivering a single proxy statement or notice to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that it will be sending householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, please notify your broker.

We also make available, free of charge on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q, and 8-K. To access these filings, go to our website
(~~www.vectrus.com~~https://www.gov2x.com) and click on “SEC Filings” under the “Investors” heading. Copies of our ~~2021~~2022 Annual Report, ~~on Form 10-K,~~ filed with the SEC, are also available without charge to shareholders upon written request addressed to: Corporate Secretary, V2X, Inc., ~~2424 Garden of the Gods Road,~~7901 Jones Branch Drive, Suite ~~300, Colorado Springs, CO 80919.~~700, McLean, Virginia 22102.

INTERNET AVAILABILITY OF PROXY MATERIALS

In accordance with SEC rules, we are using the Internet as our primary means of furnishing proxy materials to shareholders. Because we are using the Internet, most shareholders will not receive paper copies of our proxy materials. We will instead send these shareholders a ~~Notice~~notice of Internet ~~Availability~~availability of ~~Proxy Materials~~

proxy materials with instructions for accessing the proxy materials, including our Proxy Statement ~~2021~~and the 2022 Annual Report, ~~on Form 10-K and Annual Report to Shareholders,~~ and voting via the Internet. The ~~Notice~~notice of Internet ~~Availability~~availability of ~~Proxy Materials~~proxy materials also provides information on how shareholders may obtain paper copies of our proxy materials if they so choose.

SHARE OWNERSHIP GUIDELINES

The ~~V2X~~ Board of Directors has established share ownership guidelines for our Directors who are not our employees (“Non-Management Directors”), and for certain of our executives to further emphasize the importance of linking the financial interests of our Non-Management Directors and executives with those of our shareholders. Share ownership

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date or ~~November 1, 2022,~~May 12, 2023, by each Director or Director nominee, by each of the named executive officers in the Summary Compensation Table, and by all Directors, Director nominees and current executive officers as a group, as well as each person known to us to beneficially own more than 5% of our outstanding common stock.

Each person or entity has reported sole voting and investment power with respect to the shares beneficially owned by that person or entity, except

as otherwise indicated. The percentages below for the beneficial owners holding more than 5% are based on the number of shares of our common stock issued and outstanding as of ~~September 2, 2022,~~March 13, 2023, and isare based solely on the most recent Schedule 13D or 13G filings with the SEC on behalf of such persons.

There were ~~30,442,732~~31,005,107 shares of V2X common stock outstanding on ~~September 2, 2022.~~March 13, 2023.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

	Amount and Nature of Beneficial Ownership(1)				Additional Economic Linkage Information			Amount and Nature of Beneficial Ownership(1)				Additional Economic Linkage Information
Name and Address of Beneficial Owner	Shares Owned(2)	Right to Acquire(3)	Total Shares Beneficially Owned	Percent Beneficially Owned	Total RSUs	Total Unvested Options	Name and Address of Beneficial Owner	Shares Owned(2)	Right to Acquire(3)	Total Shares Beneficially Owned	Percent Beneficially Owned	Total RSUs	Total Unvested Options
5% Shareholders							5% Shareholders
Vertex Aerospace Holdco LLC(4)	18,591,866	—	18,591,866	61.1%	—	—	Vertex Aerospace Holdco LLC(4)	18,967,286	—	18,967,286	61.2%	—	—
FMR LLC(5)	1,567,821	—	1,567,821	5.2%	—	—	FMR LLC(5)	2,023,836	—	2,023,836	6.5%	—	—
Directors, Director Nominees and Named Executive Officers(7)							Directors, Director Nominees and Named Executive Officers(7)
Mary L. Howell	27,819	—	27,819	*	3,816	—	Mary L. Howell	27,819	3,816	31,635	*	3,816	—
Dino M. Cusumano(4)	—	—	—	*	—	—	John “Ed” Boyington, Jr.	317,524	—	317,524	*	—	—
Lee E. Evangelakos	—	—	—	*	—	—	Dino M. Cusumano(4)	18,875,421	—	18,875,421	*	—	—
Melvin F. Parker	11,577	—	11,577	*	3,816	—	Lee E. Evangelakos	—	—	—	*	—	—
Eric M. Pillmore	30,079	—	30,079	*	3,816	—	Melvin F. Parker	11,577	3,816	15,393	*	3,816	—
Joel M. Rotroff	—	—	—	*	—	—	Eric M. Pillmore	31,069	3,816	34,885	*	3,816	—
Neil D. Snyder	—	—	—	*	—	—	Joel M. Rotroff	—	—	—	*	—	—
Stephen L. Waechter(6)	33,579	—	33,579	*	3,816	—	Neil D. Snyder	—	—	—	*	—	—
Phillip C. Widman	32,579	—	32,579	*	3,816	—	Stephen L. Waechter(6)	34,579	3,816	38,395	*	3,816	—
Charles L. Prow	63,818	21,898	85,716	*	52,615	—	Phillip C. Widman	32,579	3,816	36,395	*	3,816	—
John Edward Boyington Jr.	—	—	—	*	517,918	—	Charles L. Prow	78,349	21,898	100,247	*	73,523	—
Kevin T. Boyle	10,332	—	10,332	*	8,342	—	Susan D. Lynch	10,760	—	10,760	*	16,984	—
Susan L. Deagle	10,246	5,618	15,864	*	10,949	—	William W. Beard	19,281	—	19,281	*	94,924	—
Susan D. Lynch	6,937	—	6,937	*	12,300	—	Richard Mendoza	12,667	—	12,667	*	54,620	—
Kenneth W. Shreves	6,810	—	6,810	*	6,404	—	All Directors, Director nominees and current executive officers as a group (19 persons)	19,505,696	46,596	19,552,292	63.1%	312,718	—
David A. Hathaway	8,313	—	8,313	*	—	—
All Directors, Director nominees and current executive officers as a group (19 persons)	248,752	28,105	276,857	0.9%	829,418	—

*

Less than 1% of the outstanding shares of common stock.

(1)

None of the Directors or named executive officers ~~have~~has pledged V2X shares as security.

(2)

Includes shares for which the named person has sole voting and investment power or shared voting and investment power. Excludes shares that may be acquired through stock option exercises or the vesting of RSUs.

(3)

Includes certain stock options and RSUs. Shares of common stock subject to options currently exercisable or exercisable within 60 days of ~~September 2, 2022~~March 13, 2023 and RSUs that will become vested within 60 days of ~~September 2, 2022~~March 13, 2023 are deemed outstanding and beneficially owned by the person holding such options or RSUs for purposes of computing the number of shares and percentage beneficially owned by such person, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person.

(4)

As reported on a Schedule ~~13D~~13D/A filed on ~~July~~September 15, 2022, represents (i) 18,500,001 shares of common stock held directly orby Vertex Aerospace Holdco LLC (“Vertex Holdco”) and indirectly by American Industrial Partners Capital Fund VI, L.P. (“AIP Fund VIVI”) and AIPCF VI Vertex Aerospace Funding LP (“Vertex Funding”), (ii) 375,420 shares owned directly by Lightship Capital LLC (“Lightship”) and ~~Vertex Holdco (together with AIP Fund VI and Vertex Holdco, the “AIP Fund Entities”) and~~(iii) 91,865 shares of common stock over which Vertex Holdco holds an irrevocable proxy that entitles it to vote the shares with respect to certain matters, pursuant to the Shareholders ~~Agreement.~~Agreement (as defined below). Each of Vertex Holdco, AIP Fund VI, Vertex Funding, and Lightship is under common control of AIPCF VI, LLC (“AIP GP”~~) is the general partner of~~ and together with Vertex Holdco, AIP Fund ~~VI.~~ VI, Vertex Funding, and Lightship, the “AIP Fund Entities”).

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Mr. Cusumano is a senior managing member of AIP GP. ~~AIP Fund VI~~

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determined to waive the age limit with respect to Mr. Boyington. The terms of the Class I and Class II Directors will expire at the ~~third~~2024 and 2025 Annual Meeting of Shareholders, ~~after their election and until their successors are duly elected and qualified.~~respectively.

The election of Directors requires the affirmative vote of a majority of the votes cast by the shares entitled to vote in the election at the ~~Annual Meeting~~annual meeting of ~~Shareholders.~~shareholders. Accordingly, abstentions and broker non-votes will not have any effect on the election of a Director.

In connection with the Vertex Transaction, the Company entered into a shareholders agreement (the “Shareholders Agreement”) with Vertex Aerospace Holdco LLC, a Delaware limited liability company and ~~pursuant~~an affiliate of American Industrial Partners Capital Fund VI, LP (“Vertex Holdco”), and certain other former stockholders of Vertex Aerospace Services Holding Corp. (“Vertex”) who became shareholders of the Company (collectively, the “Former Vertex Stockholders”) that, among other things, provides Vertex Holdco and its affiliates to which shares of Company common stock are transferred by a Former Vertex Stockholder (collectively, the “Vertex Holdco Parties”) with director nomination and committee designation rights. Pursuant to the Shareholders Agreement, for so long as the Former Vertex Stockholders collectively beneficially own 25% or more of the outstanding common stock of the Company (such period, the “Appointment Period”), our Board of Directors will be comprised of 11 members and the Vertex Holdco Parties will be entitled to designate for nomination and election to the Board of Directors a number of individuals corresponding to the ownership thresholds set forth in the Shareholders Agreement. In addition, the Vertex Holdco Parties and the Company will take whatever action may be reasonably necessary, if any, to cause the Company to comply with the U.S. Securities and Exchange Commission (“SEC”) rules and applicable listing standards then in effect if the Company ceases to qualify as a “controlled company.”

Additionally, until the Company’s 2024 ~~annual meeting,~~Annual Meeting of Shareholders, the Shareholders Agreement requires each Former Vertex Stockholder to vote its shares of common stock (1) for the Vertex Holdco designees (as defined below) and (2) with respect to any nominees who are not Vertex Holdco designees, as recommended by the Nominating and Governance ~~Committee of the Board of Directors of the Company.~~Committee. For additional information, see “Related Person Transactions — Shareholders Agreement” below.

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The Nominating and Governance Committee evaluates the current composition of the Board and determines the desired board experience, skills and attributes to achieve a robust and diverse Board of Directors. The Nominating and Governance Committee seeks to have a Board of Directors with diverse backgrounds, perspectives and cultural experiences, and instructs its third-party search firms to identify director candidates with diverse backgrounds, including diversity of gender and race or ethnicity.

Information regarding our Board diversity is shown below, based on voluntary, self-identification information provided by our Directors and Director nominees.

[MISSING IMAGE: pc_boarddiversity-4clr.jpg]

We currently have two women on our Board, including our non-executive Chairman of the Board. The Board reviews and assesses Board composition, including consideration of the level of representation of women on the Board. Going forward, when a vacancy occurs, the Board will make a specific effort through the selection process to identify suitable female candidates who can bring diverse perspectives to meet the Company’s strategic goals and objectives. Our Nominating and Governance Committee Chairman is a veteran and is racially diverse.

The qualifications and attributes considered by the Board when selecting each of these ~~directors~~Directors for nomination are described under the heading “Qualifications” in the respective Director’s biography below. Each of the Class IIIII nominees is currently serving as a Director ~~of V2X~~ and has agreed to continue to serve if elected until the earlier of his or her retirement, resignation or death. If unforeseen circumstances arise before the ~~2022~~2023 Annual Meeting and a nominee becomes unable to serve, the Board of Directors could reduce the size of the Board or nominate another candidate for election. If the Board of Directors nominates another candidate, the proxies could use their discretion to vote for that nominee.

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~~PROPOSAL 1~~

~~ELECTION OF FOUR CLASS II DIRECTOR NOMINEES FOR A TERM OF THREE YEARS~~Biographies of Director Nominees

~~The following~~Below is a summary of biographical and committee information describes the biographical information, offices held, other business directorships, additional director experience, qualifications, attributes and skills and the class and term of each nominee. Beneficial ownership of equity securitiesas of the ~~nominees is described in the discussion~~date of ~~“Security Ownership~~this Proxy Statement for each of ~~Certain Beneficial Owners and Management.”~~our Director nominees.

	~~MARY L. HOWELL~~JOHN “ED” BOYINGTON, JR.
	~~AGE~~	70
	~~DIRECTOR SINCE~~	~~2014~~

~~COMMITTEE ASSIGNMENTS~~
~~None.~~
~~QUALIFICATIONS:~~
~~Ms. Howell has extensive management and public company board experience in the aerospace and defense industry.~~

Ms. Howell serves as our Non-Executive Chairman and is Chief Executive Officer of Howell Strategy Group, an international consulting firm. Previously, Ms. Howell served as Executive Vice President of Textron Inc. (NYSE: TXT). She served as an officer of Textron Inc. for 24 years and for over 15 years sat on Textron Inc.’s Management Committee, which oversaw the company’s overall operations. Ms. Howell currently serves on the Board of Astec Industries, Inc. (NASDAQ: ASTE), where she also chairs the Nominating and Corporate Governance Committee. She formerly served on the Board of Esterline Corporation, where she served as Lead Director. She previously served on the Board of FM Global, where she served on the Audit and Compensation Committees. She is actively involved on foreign policy issues and serves on the Board of the Atlantic Council. In 2008, Ms. Howell received the Charles Ruch Semper Fidelis Award and in 2010 became an Honorary Marine. Ms. Howell received a Bachelor’s degree from the University of Massachusetts at Amherst.

	~~ERIC M. PILLMORE~~
	AGE	69
	~~DIRECTOR SINCE~~	~~2014~~

~~COMMITTEE ASSIGNMENTS~~
~~Audit Committee, Member; Strategy Committee, Member; and Compensation and Personnel Committee, Member~~
~~QUALIFICATIONS:~~
Mr. Pillmore has extensive corporate governance and financial experience, which includes advising boards of both private and public companies on corporate governance and serving as chief financial officer of several companies.

Mr. Pillmore serves as a Director. In addition, he serves as Managing General Partner with Amore Group Partnership and as President of Pillmore Consulting, LLC. From 2010 to July 2014, Mr. Pillmore served as senior advisor to the Center for Corporate Governance of Deloitte LLP, which provides board governance services to global clients. Mr. Pillmore was Senior Vice President of Corporate Governance of Tyco International Corporation from 2002 to 2007. Mr. Pillmore also held Chief Financial Officer positions at Multilink Technology Corporation, McData Corporation and General Instrument Corporation from 1996 to 2002. Before that, he spent 17 years with General Electric Company and four years as a naval officer. Mr. Pillmore is currently the Chairman of the Board and a Director of the Colson Center. He received a Bachelor’s degree from the University of New Mexico and a Masters of Business Administration degree from Villanova University.

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	STEPHEN L. WAECHTER
	AGE	72
	DIRECTOR SINCE	2014

COMMITTEE ASSIGNMENTS
Audit Committee, Chair; Nominating and Governance Committee, Member
~~QUALIFICATIONS:~~QUALIFICATIONS
Mr. Waechter has extensive financial and leadership experience as chief financial officer of several government contractors and other public companies. Mr. Waechter has also served as a director and as an audit committee chair of one public and several private companies. He has an extensive background with mergers and ~~acquisitions.~~acquisitions and government contracting.

~~Mr. Waechter serves as a Director.~~ From 2008 to 2014, Mr. Waechter was Vice President of Business Operations and Chief Financial Officer of ARINC Incorporated, a provider of communications, engineering and integration solutions for commercial, defense and government customers worldwide. From 1999 to 2007, he was Executive Vice President and Chief Financial Officer of CACI International, Inc., one of the largest government information technology contractors. Before joining CACI, Mr. Waechter served as Chief Financial Officer for a number of high-technology companies including Government Technology Services, Inc., Vincam Human Resources, Inc. and Applied Bioscience International. Mr. Waechter’s early career includes 19 years at GE. Mr. Waechter formerly served from 2018 to 2019 as Chairman of the Board of Directors of Social & Scientific Systems, Inc., and Chair of ~~the~~its Audit ~~Committee.~~Committee from 2013 to 2017. He formerly served as Chairman of the Board of Directors of CareFirst, Inc., from 2016 to 2021, where he also served as the Chair of the Executive Committee, Strategic Planning Committee and Nominating Committee, and as Chair of the Audit ~~Committee.~~Committee from 2013 to 2015. He was previously a member of the Board of Trustees of Christian Brothers University. Mr. Waechter received a Bachelor’s degree from Christian Brothers College and a Master’s degree in Business Administration from Xavier University.

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THE ELECTION OF EACH OF THE THREE PROPOSED CLASS III NOMINEES LISTED ABOVE TO THE V2X BOARD OF DIRECTORS.

BIOGRAPHIES OF CONTINUING DIRECTORS

CLASS I — DIRECTORS WHOSE TERMS EXPIRE IN 2024

	DINO M. CUSUMANO
	AGE	48
	DIRECTOR SINCE	2022

COMMITTEE ASSIGNMENTS
Strategy Committee, Chair
~~QUALIFICATIONS:~~QUALIFICATIONS
Mr. Cusumano has extensive experience in the finance industry, and specifically in mergers and acquisitions and capital markets.

Mr. Cusumano ~~serves~~joined AIP, LLC, a private equity firm commonly known as ~~a Director. He joined AIP~~American Industrial Partners, in 2000, where he currently serves as a General Partner. Prior to ~~AIP,~~American Industrial Partners, he served in the Investment Banking Department of J.P. Morgan & Co. Inc. from 1998 to 2000, where he worked on merger and acquisition and capital raising transactions primarily in the industrial sector. Prior to his time at J.P Morgan, he served in the Investment Banking Department at Wedbush Morgan Securities. He is a CFA charter holder. Mr. Cusumano has served since January 2017 on the board of directors of REV Group, Inc. (NYSE: REVG), where he also chairs its compensation committee. He graduated from the University of Notre Dame, where he received a Bachelor’s degree in Business Administration with a concentration in Finance with honors.

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	LEE E. EVANGELAKOS
	AGE	33
	~~AGE~~	32
	DIRECTOR SINCE	2022

COMMITTEE ASSIGNMENTS
Nominating and Governance Committee, Member
~~QUALIFICATIONS:~~QUALIFICATIONS
Ms. Evangelakos has extensive experience in finance, business and computer science.

Ms. Evangelakos ~~serves as a Director. She~~ joined ~~AIP~~American Industrial Partners in 2018, where she currently serves as a Partner. Prior to ~~AIP,~~American Industrial Partners, she worked at Microsoft as a Software Developer from 2011 to 2014 and at Applied Predictive Technologies as a Business Consultant, from 2014 to 2016. Ms. Evangelakos graduated from Harvard College with a Bachelor’s degree in Computer Science, from Massachusetts Institute of Technology with a Master’s degree in Civil Engineering, and from the Sloan School of Management at Massachusetts Institute of Technology with a Master of Business Administration degree.

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Committees, and as a director of Harsco Corporation (NYSE: HSC), where he is a member of the Audit Committee and ~~Nominating and~~the Governance Committee. He was a director of Lubrizol Corporation from November 2008 until its acquisition by Berkshire Hathaway in September 2011, where he served as a member of the Nominating and Governance Committee and Chairman of the Audit Committee. Mr. Widman received a BBA from the University of Michigan and an MBA from Eastern Michigan University.

CLASS II — DIRECTORS WHOSE TERMS EXPIRE IN 2025

	MARY L. HOWELL
	AGE	70
	DIRECTOR SINCE	2014

COMMITTEE ASSIGNMENTS
None.
QUALIFICATIONS
Ms. Howell has extensive management and public company board experience in the aerospace and defense industry.

Ms. Howell serves as our Non-Executive Chairman. Previously, Ms. Howell served as Executive Vice President of Textron Inc. from 1995 to 2009. She also served on its Management Committee, which had which had responsibility for running the overall business. Ms. Howell currently serves on the Board of Astec Industries, Inc. (NASDAQ: ASTE), where she also is a member of the Compensation Committee and chairs the Nominating and Corporate Governance Committee. She formerly served on the Board of Directors of Esterline Corporation, where she served as Lead Director from 2016 to April 2019. She previously served on the Board of FM Global from 1996 to 2011, and served on its Audit and Compensation Committees. She is actively involved on foreign policy issues and serves as a Lifetime Director of the Atlantic Council. In 2008, Ms. Howell received the Charles Ruch Semper Fidelis Award and in 2010 became an Honorary Marine. Ms. Howell received a Bachelor of Science degree from the University of Massachusetts at Amherst.

	ERIC M. PILLMORE
	AGE	69
	DIRECTOR SINCE	2014

COMMITTEE ASSIGNMENTS
Audit Committee, Member; Strategy Committee, Member; and Compensation and Personnel Committee, Member
QUALIFICATIONS
Mr. Pillmore has extensive corporate governance and financial experience, which includes advising boards of both private and public companies on corporate governance and serving as chief financial officer of several companies.

Mr. Pillmore serves as Managing General Partner with Amore Limited Partnership and as President of Pillmore Consulting, LLC. From 2010 to July 2014, Mr. Pillmore served as senior advisor to the Center for Corporate Governance of Deloitte LLP, which provides board governance services to global clients. Mr. Pillmore was Senior Vice President of Corporate Governance of Tyco International Corporation from 2002 to 2007. Mr. Pillmore also held Chief Financial Officer positions at Multilink Technology Corporation, McData Corporation and General Instrument Corporation from 1996 to 2002. Before that, he spent 17 years with General Electric Company and four years as a naval officer. Mr. Pillmore is currently the Board Chair and a Director of the Colson Center. He received a Bachelor’s degree from the University of New Mexico and a Masters of Business Administration degree from Villanova University.

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	JOEL M. ROTROFF
	AGE	41
	DIRECTOR SINCE	2022

COMMITTEE ASSIGNMENTS
Compensation and Personnel Committee, Member
QUALIFICATIONS
Mr. Rotroff has extensive experience in finance and business management and serves as a director on the boards of several private companies, in addition to his public company board service.

Mr. Rotroff joined American Industrial Partners in 2012, where he currently serves as a Partner. From 2018 to 2022, Mr. Rotroff served as President of Vertex Aerospace Services Corp. Prior to American Industrial Partners, Mr. Rotroff served as an analyst and associate at Baird Private Equity from 2006 to 2010. Prior to Baird, he worked in the healthcare group in the Investment Banking Division of Piper Jaffray & Co. from 2005 to 2006. Before joining Piper Jaffray, Mr. Rotroff worked as a member of the Business Planning team at Boston Scientific from 2003 to 2004. Since January 2017, Mr. Rotroff has served on the Board of REV Group, Inc. (NYSE: REVG) and as a member of its Nominating and Corporate Governance Committee. Mr. Rotroff graduated from the University of Wisconsin with honors and distinction, where he earned a Bachelor’s degree in Biomedical Engineering, from Duke University, where he earned a Master of Engineering, and from Northwestern University — Kellogg School of Management where he earned his Master of Business Administration.

	NEIL D. SNYDER
	AGE	50
	DIRECTOR SINCE	2022

COMMITTEE ASSIGNMENTS
Nominating and Governance Committee, Member; and Compensation and Personnel Committee, Member
QUALIFICATIONS
Mr. Snyder has an extensive financial, strategy and management background, and has experience serving as a chief financial officer, a senior executive of several companies, and serves as a director on the board of several private companies.

Mr. Snyder joined American Industrial Partners in 2020, where he currently serves as a Partner. Prior to joining American Industrial Partners, in 2019, Mr. Snyder served as Chief Financial Officer of Gardner Denver, now part of Ingersoll Rand (NYSE: IR), and as Senior Vice President of Strategy, Business Development and Planning from 2016 to 2019. Before that, he served as President of EMEA from 2013 to 2014 and as Vice President, Head of Financial Planning & Analysis from 2012 to 2016 for Capital Safety, Inc. (now part of 3M). Previously, Mr. Snyder served in various executive roles at United Technologies Corporation from 2007 to 2012, Hewlett-Packard Company from 2002 to 2006, and Ernst & Young LLP from 1997 to 2002. Mr. Snyder is a Certified Public Accountant. He holds a Bachelor’s degree in Accounting from the University of Southern California and a Master of Business Administration from Northwestern University — Kellogg School of Management.

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PROPOSAL 2

RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ~~2022~~2023

Under the charter of the Audit ~~Committee’s Charter,~~Committee of the Board of Directors (the “Audit Committee”), the Audit Committee is directly responsible for the appointment, compensation, retention, termination, audit and oversight work of the independent auditor in preparing or issuing an audit report or performing other audit, review or attest services for the Company. As such, shareholder ratification is not required for appointing RSM as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Such appointment is being submitted to shareholders for ratification with a view toward soliciting the opinion of shareholders, which will be taken into consideration in future deliberations. Although shareholder ratification is not required by our organizational documents, or applicable law, the Board believes that it is a sound corporate governance practice to seek shareholder ratification of the appointment of RSM.

If our shareholders fail to ratify this appointment, the Audit Committee may reconsider its selection; however, it is under no obligation to engage a different independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee retains discretion to appoint a new independent registered public accounting firm at any time if the Audit Committee concludes such a change would be in the best interests of the Company and its shareholders. We expect that representatives of RSM will virtually attend the 2023 Annual Meeting. Representatives of RSM may respond to appropriate questions from shareholders at the meeting or make a statement, if requested. RSM is a registered public accounting firm with the Public Company Accounting Oversight Board (“PCAOB”).

The Audit Committee also reviewed the terms and conditions of RSM’s engagement letter. The Audit Committee discussed these considerations as well as RSM’s fees and services with RSM and our management.

CHANGE IN CERTIFYING ACCOUNTANT

On August 5, 2022, the Audit Committee dismissed Deloitte & Touche LLP (“Deloitte”) and appointed RSM as the Company’s independent registered public accounting firm, effective August 9, ~~2022, and appointed RSM as the Company’s independent registered public accounting firm commencing August 9,~~ 2022.

The audit reports of Deloitte on the financial statements of the Company as of and for the years ended December 31, 2020 and 2021 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended December 31, 2020 and 2021 and the subsequent interim periods through April 1, 2022 and July 1, 2022, there were no “disagreements,” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, between the Company and Deloitte, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference in connection with their opinion to the subject matter of the disagreement.

During the fiscal years ended December 31, 2020 and 2021 and the subsequent interim periods through April 1, 2022 and July 1, 2022, neither the Company, nor anyone on its behalf, has consulted RSM with respect to:

(i)

the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided to the Company that RSM concluded was an important factor considered by the Company in

reaching a decision as to the accounting, auditing or financial reporting issue; or

(ii)

any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

~~Shareholder ratification is not required for making such appointment~~

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

RSM served as the independent registered public accounting firm commencing August 9, 2022 and for the fiscal year ~~ending~~ended December 31, ~~2022 because~~2022. Deloitte served as the ~~Audit Committee has responsibility~~independent registered public accounting firm as of and for the fiscal years ended December 31, 2020 and 2021 and the subsequent interim periods through April 1, 2022 and July 1, 2022.

RSM

From the appointment of RSM as our independent registered public accounting firm. The appointment is being submitted to shareholders for ratification with a view toward soliciting the opinion of shareholders, which will be taken into consideration in future deliberations. Although shareholder ratification is not required by our organizational documents, or applicable law, the Board believes that it is a sound corporate governance practice to seek shareholder ratification of the appointment of RSM. If our shareholders fail to ratify this appointment, the Audit Committee may reconsider its selection; however, it is under no obligation to engage a different independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee retains discretion to appoint a new independent registered public accounting firm at any time if the Audit Committee concludes such a change would be in the best interests of the Company and its shareholders. We expect that representatives of RSM will virtually attend the 2022 Annual Meeting and that representatives of Deloitte will not attend. Representatives of RSM may respond to appropriate questions from shareholders at the meeting or make a statement, if requested. RSM is a registered public accounting firm with the Public Company Accounting Oversight Board (“PCAOB”).

The Audit Committee also reviewed the terms and conditions of RSM’s engagement letter. The Audit Committee discussed these considerations as well as RSM’s fees and services with RSM and our management.

~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES~~

~~For~~through the year ended December 31, 2022, we paid RSM fees

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totaling $3,178,875 million, which represents fees billed to us by RSM and their respective affiliates.

Fiscal Year Ended December 31

2022 ($)

2021 ($)

Audit Fees(1)

2,898,000

N/A

Audit-Related Fees(2)

N/A

Tax Fees(3)

280,875

N/A

All Other Fees(4)

N/A

Total

3,178,875

N/A

(1)

Fees for audit services billed in 2022 consisted of:

•

Audit of our annual consolidated financial statements;

•

Audit of our internal controls pursuant to Section 404 of the Sarbanes-Oxley Act of 2002; and

•

Reviews of our quarterly financial statements.

(2)

No fees were billed to V2X for audit-related services in 2022.

(3)

Fees for tax services billed in 2022 consisted of tax compliance services.

(4)

No fees were billed to V2X for all other services in 2022.

Deloitte

For fiscal years 2022 and 2021, we paid Deloitte fees totaling $614,175 and $1,689,180, respectively, which represents fees billed to us by the member firms of Deloitte Touche Tohmatsu Limited and their respective affiliates.

Fiscal Year Ended December 31
	2022 ($)	2021 ($)
Audit Fees(1)	612,280	1,647,285
Audit-Related Fees(2)	N/A	40,000
Tax Fees(3)	N/A	N/A
All Other Fees(4)	1,895	1,895
Total	614,175	1,689,180

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The Audit Committee requires, where practical, that all ~~permitted audit-related and~~ non-audit

services ~~shall~~be first be placed for competitive bid prior to selection of a service provider. Management may also select the party deemed best suited for ~~the particular engagement,~~appraisal and valuation type engagements, which may or may not be RSM.

~~Providers other than RSM shall be preferred in the selection process for permitted audit-related and non-audit service-related work.~~ The Audit Committee ~~has approved specific categories of audit, audit-related~~pre-approved all services that RSM provided from its appointment as our independent registered public accounting firm through December 31, 2022 and ~~tax~~all services incremental to the normal auditing function, which RSM may provide without further Audit Committee pre-approval subject to a cap for each individual project. These categories include, among others, the following:

1.

Professional services rendered for the audits of our consolidated financial statements, statutory audits, reviews of our quarterly consolidated financial statements and assistance with review of documents filedDeloitte provided in fiscal year 2021 in accordance with the ~~SEC. Due diligence, closing balance sheet audit services, purchase price dispute support and other services related to mergers, acquisitions and divestitures;~~Pre-Approval Policy.

2.

~~Employee benefit plan independent audits and preparation of tax returns for our defined contribution, and health and welfare benefit plans, and preparation of the associated tax returns;~~

3.

~~Tax compliance and certain tax planning; and~~

4.

~~Accounting and financial reporting consultations and support related to new or existing accounting standards.~~

The Audit Committee has also approved specific categories of audit-related services, including the assessment and review of internal controls and the effectiveness of those controls, which outside internal audit service providers may provide without further approval.

If aggregate fees for certain pre-approved audit services and any pre-approved audit-related services and non-audit services provided by either RSM or any outside internal audit service provider exceed a pre-determined threshold during any calendar year, any additional proposed non-audit services provided by that service provider must be submitted for second-level approval by the Audit Committee. Other audit, audit-related and tax services which have not been pre-approved are subject to specific prior approval. The Audit Committee reviews the fees paid or committed to RSM on at least an annual basis and additionally as required.

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INFORMATION ABOUT THE BOARD OF DIRECTORS AND OTHER
MATTERS

STRUCTURE OF THE BOARD OF DIRECTORS

Our Articles provide that the Board of Directors is divided into three classes that are as nearly equal in number as possible. The current terms of the Class III Directors expire at the 2023 Annual Meeting, and the current terms of the Class I and Class II ~~and Class III~~ Directors will expire at the Annual Meeting of Shareholders in 2024 ~~2022~~ and ~~2023,~~2025, respectively, and in each case, when any successor has been duly elected and qualified. Upon the expiration of each term, Directors will subsequently serve three-year terms if they are renominated and reelected. The Class IIIII Directors nominated for a three-year term are ~~Mary~~John “Ed” Boyington, Jr., Melvin F. Parker and Stephen L. ~~Howell, Eric M. Pillmore, Joel M. Rotroff and Neil D. Snyder.~~Waechter. The Class I ~~directors~~Directors are Dino M. Cusumano, Lee E. Evangelakos, Charles L. Prow and Phillip C. Widman. The Class ~~III~~II Directors are ~~John “Ed” Boyington, Jr., Melvin F. Parker~~Mary L. Howell, Eric M. Pillmore, Joel M. Rotroff and ~~Stephen L. Waechter.~~Neil D. Snyder.

In connection with the closing of the Vertex Transaction ~~and pursuant to the Shareholders Agreement,~~on July 5, 2022 (the “Closing”), the following ~~directors~~Directors resigned from the Company’s Board of Directors, effective as of the ~~closing of the Vertex Transaction (the “Closing”):~~Closing: Louis Giuliano (who was the Chairman of the Board of Directors prior to the Closing), Bradford Boston (who was the ~~chairperson~~chairman of the Company’s Compensation Committee and a member of the Company’s Strategy Committee prior to the Closing) and William Murdy (who was a member of the Audit, Nominating and Governance, and Strategy Committees prior to the Closing). No such resignation was due to a disagreement on any matter relating to the Company’s operations, policies or practices.

Effective as of Closing, the Company’s Board of Directors became comprised of 11 members, five of whom were appointed by Vertex Holdco, including John “Ed” Boyington, Jr., Dino M. Cusumano, Lee E. Evangelakos, Joel M. Rotroff and Neil D. Snyder (the “Vertex Holdco designees”), five of whom were appointed by the Company, including Mary L. Howell, Melvin F. Parker, Eric M. Pillmore, Stephen L. Waechter and Phillip C. Widman, ~~and one~~andone of whom is Charles L. Prow, the President and Chief Executive Officer of the Company as of immediately prior to Closing.

During the Appointment Period, as defined in the Shareholders Agreement, our Board of Directors will remain comprised of 11 members and the Vertex Holdco Parties will be entitled to designate for nomination and election to the Board of Directors a

number of individuals corresponding to the ownership thresholds set forth in the Shareholders Agreement.

Additionally, until the Company’s 2024 ~~annual meeting,~~Annual Meeting, the Shareholders Agreement requires each Former Vertex Stockholder to vote its shares of common stock (1) for the Vertex Holdco designees and (2) with respect to any nominees who are not Vertex Holdco designees, as recommended by the Nominating and Governance ~~Committee of the Board of Directors of the Company.~~Committee. For additional information, see “Related Person Transactions — Shareholders Agreement” below.

The Nominating and Governance Committee and the Board of Directors regularly review our corporate governance practices to ensure that such practices, including the procedures for the election of Directors, remain in the best interests of the Company, its shareholders and other relevant constituencies. The Board of Directors believes that its classified structure, which was implemented in 2014 when the Company became an independent, publicly traded company, provides important governance benefits, including stability and continuity in the leadership of the business and affairs of the Company. A classified board also allows the Company to focus on its long-term growth strategies and commitment to long-term shareholder value. The Board also recognizes the benefit of providing our shareholders an opportunity to vote on the performance of all our ~~directors~~Directors on an annual basis. However, after careful consideration, the Board believes that, at this time, the Company will continue to benefit from the classified board structure but will continue to review this structure each year for appropriateness. The Company has opted out of the Indiana mandatory classified board structure requirements.

We are “controlled” by the Vertex Holdco Parties and as a result, are a “controlled company” under NYSE rules. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (i) that a majority of our Board of Directors consist of independent directors, as independence is defined in Rule 10A-3 of the Exchange Act and under the listing standards, (ii) that our Board of Directors have a compensation committee comprised solely of independent directors and (iii) that our Board of Directors have a nominating committee comprised solely of independent directors.

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We currently utilize these exemptions. As a result, we do not have a majority of independent Directors on our Board of ~~Directors.~~Directors, nor do we have a Compensation Committee or Nominating and Governance Committee comprised solely of independent directors. In the event that we cease to be a “controlled company” and our shares continue to be listed on the NYSE, we will be required to

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RESPONSIBILITIES OF THE BOARD OF DIRECTORS

The Board of Directors is elected by the Company’s shareholders to oversee the actions and results of management. In discharging its responsibilities, the Board acts in the best interests of the Company and its shareholders. In this oversight role, the Board serves as the decision-making body of the Company, except for those matters reserved to or shared with the shareholders. The Board of Directors is responsible for assuring that, among other things:

•

the Company’s businesses are conducted in conformity with applicable laws and regulations;

•

the Company’s systems of financial reporting and internal controls are adequate;

•

there is continuity in the leadership of the Company;

•

management develops sound business strategies;

•

adequate capital and managerial resources are available to implement the business strategies;

•

there is appropriate overall oversight of the Company’s risk profile and management control; and

•

the assets of the Company and its subsidiaries are utilized most effectively and capital expenditures and appropriations are reviewed.

In connection with its responsibility for overseeing the affairs of the Company, the Board seeks to keep itself informed about the Company’s business and strategies. The Strategy Committee provides guidance to the Board ~~is committed~~and the management team with respect to ~~being involved in~~ the Company’s overall business strategy and its strategic planning process throughout the year and discusses strategy at almost every Board meeting. Strategy is also discussed during regularly scheduled executive sessions without Company management present. This involvement enables the Board to provide continued guidance to management in formulating and developing a strategic plan that articulates the Company’s core strategies and imperatives.plan.

CORPORATE GOVERNANCE PRINCIPLES

The Board of Directors has adopted Corporate Governance Principles for the Company, which provide a general framework for the governance of the Company and are subject to the Shareholders Agreement. For additional information, see “Related Person ~~Transactions—~~Transactions — Shareholders Agreement” below. The Board of Directors is responsible for selecting the Chairman of the Board of Directors and the Chief Executive Officer in any way it considers in the best interests of the Company. Therefore, the Board does not have a policy on whether the role of Chairman and Chief Executive Officer should be

separate or combined, and if it is to be separate, whether the Chairman should be selected from the independent Directors or should be a Company employee. The Chairman of the Board, with input from the Chief Executive Officer and the Corporate

Secretary, establishes the agenda for meetings of the Board of Directors. The Corporate Governance Principles further provide that Directors must be able to devote the requisite time for preparation and attendance at regularly scheduled Board of Directors and Board ~~of Directors~~ Committee meetings, as well as be able to participate in other matters necessary for good corporate governance.

To help ensure that Directors are able to fulfill their commitments to the Company, the Corporate Governance Principles provide that Directors who are chief executive officers of publicly-traded companies, including at V2X, may not serve on ~~not~~the board of directors of more than ~~one~~two public ~~company board~~companies (including the V2X Board of Directors) ~~in addition to service on their own board,~~, and other Directors may not serve on more than four public company boards (including the V2X Board of Directors). Directors must notify the Corporate Secretary prior to accepting an invitation to join another board of a public or private company. The Corporate Governance Principles and ~~Committee Charters~~committee charters are reviewed by the Board ~~at least~~ annually and posted on the Company’s website at ~~http:~~https://~~investors.vectrus.com/govdocs~~ www.gov2x.com (under “Investors” then “Governance Documents”). A copy of the Corporate Governance Principles will be provided, free of charge, to any shareholder upon request to the Corporate Secretary of V2X.

LEADERSHIP STRUCTURE

The Board of Directors believes that the decision as to whether to combine or separate the Chief Executive Officer and Chairman of the Board positions will depend on the facts and circumstances facing the Company at a given time and could change over time. In today’s challenging economic and regulatory environment, Directors, more than ever, are required to spend a substantial amount of time and energy in successfully navigating a wide variety of issues and in guiding the policies and practices of the companies they oversee. Although we do not have a formal policy with respect to separation of the Chairman and Chief Executive Officer positions, we believe that ~~having the~~separating these positions ~~separate~~ allows our President and Chief Executive Officer to focus on running the day-to-day operations of our Company while allowing our Chairman, who is an independent director, ~~can~~to devote her time to matters of Board oversight. The Board believes that its organizational structure provides a framework for it to provide independent leadership and engagement while ensuring appropriate insight into the operations and strategic issues of the Company. In addition, the Board

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COMMUNICATION WITH THE BOARD OF DIRECTORS

Interested parties, including shareholders, may contact the Non-Executive Chairman, all independent Directors as a group, the entire Board of Directors, a committee of the Board of Directors or an individual Director by submitting a letter to the desired recipient in a sealed envelope labeled “Non-Executive Chairman,” “Independent Directors,” “Board of Directors,” or with the name of the Board Committee or a specific Director. This sealed envelope should be placed in a larger envelope and mailed to the Corporate Secretary, V2X, Inc., ~~2424 Garden of the Gods Road,~~7901 Jones Branch Drive, Suite ~~300, Colorado Springs, CO, 80919.~~700, McLean, Virginia 22102. The Corporate Secretary will forward the sealed envelope to the designated recipient. Junk mail, advertisements, resumes, spam and surveys will not be forwarded to the Board or Board members. Abusive, threatening or otherwise inappropriate materials will also not be forwarded.

SHAREHOLDER OUTREACH

Our Board believes it is important to maintain an open dialogue with the Company’s shareholders to understand their views on the Company, its strategy, governance, environmental and social matters and compensation practices. The Company has a program to communicate with our top institutional investors on a variety of topics throughout the year to seek input and provide perspective on Company policies and practices and to ensure we are addressing any questions and concerns. These topics include financial performance and governance, agenda items for the Company’s annual meeting, and environmental, social, and governance matters. We regularly engage with our investors through quarterly conference calls and webcasts that are posted to our investor relations website. During 2022, the Company’s senior leadership also engaged investors by presenting at several investor conferences (both in-person and virtually) and through one-on-one and group meetings. In December 2022, V2X hosted its first ever Capabilities Tour for investors and analysts. The event, hosted by V2X senior leadership, highlighted the combined capabilities of the Company post-Merger, showcasing technology demonstrations and a tour of our production facility in Indianapolis. We regularly report our investors’ views and feedback to our Board of Directors.

BOARD AND COMMITTEE ROLES IN RISK OVERSIGHT

The Board of Directors has primary responsibility for overall risk oversight, including the Company’s risk profile and management controls. The Audit

Committee ~~monitors~~provides oversight review on the adequacy and effectiveness of the Company’s ~~operational~~overall risk assessment and ~~regulatory~~ risk management ~~and risk assessment program,~~process, including all risk mitigation processes. The Audit Committee’s risk oversight responsibilities include regular reviews of the Company’s cyber security program and cyber risk assessment. In addition, in accordance with regulatory requirements, the Audit Committee approves, at least annually, any decision of the Company to enter into uncleared swaps. The head of internal audit has responsibility for assessing, monitoring and auditing the Company’s global risk profile, reports directly to the Chair of the Audit Committee and reports on ~~a functional~~an administrative basis to the Chief Financial Officer. The Audit Committee and the Board of Directors monitor financial liquidity and financing risk. The Audit Committee also oversees the Company’s

compliance program, including its Code of Conduct and ~~Ethics~~ethics and ~~Compliance program.~~compliance program with respect to legal and regulatory requirements. The Nominating and Governance Committee provides oversight of ~~corporate~~environmental, social and governance ~~and environmental,~~matters, including safety and health ~~risks.~~matters, and reviews periodic reports from management on these matters. The Compensation Committee ~~reviews~~considers enterprise risk factors in establishing appropriate compensation design and ~~assesses compensation~~objectives, and incentive program risks to ensure that the Company’s compensation programs encourage innovation and balance appropriate business risks and rewards without encouraging risk-taking behaviors which may have a material adverse effect on the Company. The Compensation Committee structures compensation so that unnecessary or excessive risk-taking behavior is discouraged, and behaviors correlated with long-term value creation are encouraged. The Board and ~~its~~the Audit ~~Nominating and Governance and Compensation Committees~~Committee receive regular reports with respect to the Company’s risk profile and risk management controls. In addition, each Director is expected to be sufficiently familiar with the risks faced by the Company.

ANNUAL DIRECTOR EVALUATIONS

As required by our Corporate Governance Principles, the Board annually assesses its performance. In addition, each Committee conducts an annual assessment of its performance pursuant to its charter. The Nominating and Governance Committee oversees and administers the annual performance evaluation process, including review and oversight of the appropriate methods, tools and questions used for conducting the evaluations of the performance of the Board and each Committee of the Board. The ~~Nominating and Governance Committee reviews the results of the Board and Committee assessments, including comments provided, and shares them with the Chairman of the~~ Board and each Committee ~~Chair. The Board~~review and ~~each Committee then reviews and discusses~~discuss during executive sessions the specific results and any actions needed based on this feedback.

In 2021, detailed anonymous surveys were used for the evaluations conducted for both the Board as a whole and each standing Committee. The surveys were designed to provide information pertaining to the competencies, behaviors and effectiveness of the Board and its Committees and suggested areas for improvement. Annually, the Nominating and Governance Committee reviews the survey questions and updates them as appropriate to address new, relevant topics or to emphasize particular areas. In addition, the Nominating and Governance Committee periodically may include self and peer assessments for each independent Director as part of the evaluation process.

The Nominating and Governance Committee will continue to evaluate the appropriateness of the

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reconstituted Board and its Committees. We expect to return to our regular performance evaluation process for 2023.

DIRECTOR SELECTION, COMPOSITION AND DIVERSITY

Directors of the Company must be persons of integrity, ~~with significant accomplishments~~ and, ~~recognized business stature. The~~in the aggregate, should possess a broad range of personal characteristics, attributes and experiences appropriate for an effective Board. To that end, the Nominating and Governance Committee ~~desires that the Board~~instructs its third-party search firms to identify director candidates with diverse backgrounds, including diversity of ~~Directors be diverse in terms of its viewpoints, professional experience, education, and skills as well as race,~~ gender and ~~national origin.~~race or ethnicity. In addition, the ~~V2X~~ Corporate Governance Principles state that, as part of the membership criteria for new Board members, individuals ~~must~~should possess such attributes and experiences as are necessary to provide a broad range of personal characteristics including ~~diversity,~~ management skills, and technological, business and international experience. ~~The Board utilizes an assessment process, which includes a director skills/~~~~qualifications matrix or similar analysis, to identify current skills and qualifications of Board members and those that may be desired in future Director candidates.~~

~~On an annual basis, the Board~~See “Proposal 1 — Election of Directors ~~assesses whether the mix~~— Election of ~~Directors is appropriate~~Three Class III Director Nominees for ~~the Company. In addition, the Nominating and Governance Committee assesses the effectiveness~~a Term of ~~these criteria by referring to the criteria when it periodically assesses the composition of the Board.~~ Three Years” above for our current Board diversity composition.

To be considered by the Nominating and Governance Committee as a Director candidate, a nominee at a minimum must meet the requirements set forth in the Corporate Governance Principles.

The Board of Directors believes that the Company’s Directors, in the aggregate, provide the broad range of personal characteristics, attributes and experiences appropriate for the Company. When identifying candidates for the Board, the Board considers diverse candidates for membership on the Board and includes diversity as a specific factor when conducting a search. As part of its process in identifying new candidates to join the Board of Directors, the Nominating and Governance Committee considers whether and to what extent a candidate’s skills, attributes and experiences will individually and collectively complement the existing Board, recognizing that the V2X businesses and operations are diverse and global in nature.

~~The Nominating and Governance Committee also evaluates the Board’s needs for operational, technical, management, financial, international or other expertise.~~

Prior to recommending ~~nominees~~candidates for ~~election~~nomination as Directors, the Nominating and Governance Committee engages in a deliberative, evaluative process to ensure each ~~nominee~~candidate possesses the skills and attributes that individually and collectively will contribute to an effective Board of Directors. Biographical information for each candidate for election as a Director is evaluated and, if deemed necessary by the Nominating and Governance Committee, candidates for election participate in interviews with existing Board members and management. Each candidate is subject to thorough background checks. Director nominees must be willing to commit the requisite time for preparation and attendance at regularly scheduled Board and Committee meetings and participation in other matters necessary for good corporate governance. The Nominating and Governance Committee and the Board will continue to review future candidates based on a wide range of qualifications to ensure the highest caliber of directors continue to represent our ~~company.~~Company.

The Nominating and Governance Committee may identify Director candidates through a variety of sources including search firms, personal references and business contacts. During the Appointment Period, as defined in the Shareholders Agreement, our Board of Directors will remain comprised of 11

members and the Vertex Holdco Parties will be entitled to designate for nomination and election to the Board of Directors a number of individuals corresponding to the ownership thresholds set forth in the Shareholders Agreement. The Nominating and Governance Committee will consider Director nominees recommended by shareholders for election to the Company’s Board who meet the qualification standards described above and the other requirements for nomination including those set forth in the Nominating and Governance Committee Charter, which is available at ~~http:~~https://~~investors.vectrus.com/govdocs~~www.gov2x.com (under “Investors” then “Governance Documents”). The Nominating and Governance Committee also evaluates and makes recommendations to the Board of Directors concerning appointment of Directors to Board Committees, selection of Board Committee chairpersons, Committee member qualifications, Committee member appointment and removal, Committee structure and operations and proposal of the Board slate for election at the ~~Annual Meeting~~annual meeting of ~~Shareholders,~~shareholders, consistent with criteria approved by the Board of Directors.

DIVERSITY, EQUITY, AND INCLUSION IN THE WORKFORCE — V2X FOR EVERYONE

Our core value of respect reflects our long-standing commitment to embracing diversity and equity, and fostering a culture of inclusion. We ~~strive~~are committed to ~~deliver~~being a company where talented and diverse people with different viewpoints work together to ~~our customers services that reflect our global reach~~create synergies, innovate and our deep history and expertise in every market in which we operate. Our employees’ diversity enables us to better understand our customers, while the breadth of our service knowledge and capabilities allows us to serve them better.

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from across the business and includes our U.S. employee demographics.

In 2022, we received recognition from a number of organizations, including the following, for our DEI initiatives.

[MISSING IMAGE: lg_militaryvets-4clr.jpg]

NON-MANAGEMENT DIRECTOR COMPENSATION

Non-Management Director compensation is determined by our Board of Directors with the assistance of the Nominating and Governance Committee and Pay Governance LLC (“Pay Governance” or the “Compensation Consultant”). Non-Management Director compensation is reviewed on a periodic basis. In support of the Board’s review, Pay Governance compares Non-Management Director compensation components for V2X with director compensation components paid for a sample of aerospace and defense companies with revenue comparable to V2X’s revenue.

The total annual compensation level for each V2X Non-Management Director (except for Directors elected as Vertex Holdco designees, who receive no Director compensation pursuant to the

Shareholders Agreement) is $215,000, comprised of $85,000 in cash and $130,000 in RSUs for each full-year of the Director’s tenure. The full-year tenure runs from the date of the ~~Annual Meeting~~annual meeting of ~~Shareholders~~shareholders to the day prior to the next ~~Annual Meeting~~annual meeting of ~~Shareholders.~~shareholders. Additional incremental pay for the full-year tenure includes a cash payment for the Audit Committee Chair in the amount of $20,000, ~~and~~ a cash payment of $17,500 for the Compensation Committee Chair and a cash payment of $15,000 for each of the Nominating and Governance Committee Chair and the Strategy Committee Chair. The Non-Executive Chairman of the Board receives an additional $100,000, comprised of $50,000 in cash and $50,000 in RSUs for the full-year tenure. The incremental payments for the ~~Committee Chairs~~committee chairs and the Non-Executive Chairman were based on the significant responsibilities involved with these positions and reflect current competitive peer data provided to the Board by the Compensation Consultant.

~~On May 6, 2021, all of our~~Our Non-Management Directors received compensation for their service on the Board of Directors from May 6, ~~2021 to May 4, 2022.~~2022 through March 31, 2023. Mr. Prow and Mr. Boyington, as a management ~~Director,~~Directors, received no ~~Director compensation.~~compensation in 2022 for their service on the Board of Directors. RSUs granted to Non-Management Directors vest in full on the business day immediately prior to the next Annual Meeting date. The grant date fair value of RSU awards is provided in footnote (2) to the table below.

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The table below summarizes the compensation received by our Non-Management Directors for the year ended December 31, ~~2021.~~2022.


	DIRECTOR COMPENSATION TABLE

Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	Total ($)	Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	Total ($)
Louis J. Giuliano(3)	135,000	180,006	315,006	Mary L. Howell(3)	116,205	130,011	246,216
Bradford J. Boston(4)	102,500	130,013	232,513	Dino M. Cusumano(4)	N/A	N/A	N/A
Mary L. Howell(5)	100,000	130,013	230,013	Lee E. Evangelakos(4)	N/A	N/A	N/A
William F. Murdy	85,000	130,013	215,013	Melvin F. Parker(5)	87,904	130,011	217,915
Melvin F. Parker	85,000	130,013	215,013	Eric M. Pillmore(6)	79,356	130,011	209,367
Eric M. Pillmore(6)	100,000	130,013	230,013	Joel M. Rotroff(4)	N/A	N/A	N/A
Stephen L. Waechter(7)	105,000	130,013	235,013	Neil D. Snyder(4)	N/A	N/A	N/A
Phillip C. Widman	85,000	130,013	215,013	Stephen L. Waechter(7)	94,932	130,011	224,943
				Phillip C. Widman(8)	89,747	130,011	219,758
				Bradford J. Boston(9)	105,569	32,503	138,072
				Louis J. Giuliano(10)	22,562	45,006	67,568
				William F. Murdy(11)	14,205	32,503	46,708

(1)

Consists of the following, paid quarterly, as applicable: director annual cash retainer of $85,000, ~~for 2021,~~ incremental retainer for ~~Committee~~committee chairs and the annual Non-Executive Chairman retainer. Each of the retainers is pro-rated as applicable for the period that the director served on the Board during 2022.

(2)

Represents the aggregate grant date fair value of RSUs, computed in accordance with Accounting Standards Codification issued by the Financial Accounting Standards Board Topic 718, labeled “Compensation — Stock Compensation” (“ASC Topic 718”). The grant date fair value for RSUs was ~~$51.86~~$34.07 per unit, the closing price of V2X stock on the grant date, which was May ~~6, 2021.~~13, 2022. The assumptions used in calculating these amounts are incorporated herein by reference to Note 16 to the Consolidated Financial Statements in the Company’s ~~2021~~2022 Annual Report on Form 10-K.

(3)

Ms. Howell received a pro-rated incremental $15,000 cash retainer for her service as the Strategy Committee Chair through July 5, 2022 and a pro-rated incremental $50,000 cash retainer for her service as the Non-Executive Chairman from July 6, 2022 through March 31, 2023.

(4)

The Vertex Holdco designees do not receive compensation for their service on the Board pursuant to the Shareholders Agreement.

(5)

Mr. Parker received a pro-rated incremental $15,000 cash retainer for his service as the Nominating and Governance Committee Chair from July 6, 2022 through March 31, 2023.

(6)

Mr. Pillmore received a pro-rated incremental $15,000 cash retainer for his service as the Nominating and Governance Committee Chair through July 5, 2022.

(7)

Mr. Waechter received a pro-rated incremental $20,000 cash retainer for his service as the Audit Committee Chair from July 6, 2022 through March 31, 2023.

(8)

Mr. Widman received a pro-rated incremental $17,500 cash retainer for his service as the Compensation Committee Chair from July 6, 2022 through March 31, 2023.

(9)

Mr. Boston resigned from the Board effective as of Closing on July 5, 2022 and was appointed as a non-voting advisor to the Board. Mr. Boston received a pro-rated incremental $17,500 cash retainer for his service as the Compensation Committee Chair through July 5, 2022 and a pro-rated cash retainer of $120,000 for his service as a non-voting advisor to the Board from July 6, 2022 through March 31, 2023. Mr. Boston resigned from his role as a non-voting advisor to the Board effective as of March 3, 2023.

(10)

Mr. Giuliano received ana pro-rated incremental $50,000 cash retainer and $50,000 in RSUs for his service as the Non-Executive Chairman through ~~May 4,~~July 5, 2022. Mr. Giuliano resigned from the Board effective as of Closing on July 5, 2022.

~~(4)~~
(11)

Mr. ~~Boston received an incremental $17,500 cash retainer for his service~~Murdy resigned from the Board effective as ~~the Compensation Committee Chair through May 4,~~of Closing on July 5, 2022.

~~(5)~~

~~Ms. Howell received an incremental $15,000 cash retainer for her service as the Strategy Committee Chair through May 4, 2022.~~

~~(6)~~

~~Mr. Pillmore received an incremental $15,000 cash retainer for his service as the Nominating and Governance Committee Chair through May 4, 2022.~~

~~(7)~~

~~Mr. Waechter received an incremental $20,000 cash retainer for his service as the Audit Committee Chair through May 4, 2022.~~

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	RESTRICTED STOCK UNIT AWARDS OUTSTANDING AT ~~2021~~ 2022 FISCAL YEAR-END

The table below represents RSUs outstanding as of December 31, ~~2021~~2022 for our Non-Management ~~Directors.~~Directors who served during 2022.

	Name				Restricted Stock Unit Awards
	~~Louis J. Giuliano~~				~~3,471~~
	~~Bradford J. Boston~~				~~2,507~~
	Mary L. Howell				~~2,507~~3,816
	~~William F. Murdy~~ Dino M. Cusumano(1)				~~2,507~~N/A
	Lee E. Evangelakos(1)				N/A
	Melvin F. Parker				~~2,507~~3,816
	Eric M. Pillmore				~~2,507~~3,816
	Joel M. Rotroff(1)				N/A
	Neil D. Snyder(1)				N/A
	Stephen L. Waechter				~~2,507~~3,816
	Phillip C. Widman				~~2,507~~3,816
	Bradford J. Boston(2)				N/A
	Louis J. Giuliano(2)				N/A
	William F. Murdy(2)				N/A

(1)

Appointed to the Board of Directors effective as of Closing. The Vertex Holdco designees do not receive compensation for their service on the Board of Directors pursuant to the Shareholders Agreement.

(2)

Resigned from the Board of Directors effective as of Closing, and all remaining RSUs vested as of the date of Closing. No RSUs were outstanding as of December 31, 2022.

All ~~V2X~~ Non-Management Directors then serving were granted RSUs on May 13, 2022 under the Second Amendment and Restatement of the V2X, Inc. 2014 Omnibus Incentive Plan ~~on May 6, 2021.~~(effective as of October 27, 2022). For the equity component of the annual retainer, the number of RSUs was determined by dividing $130,000 by ~~$51.86,~~$34.07, the closing price per share of V2X, Inc. common stock on the grant date. The resulting number of RSUs was rounded to ~~2,507,~~3,816, the nearest whole number of units. Mr. Giuliano received RSUs equal to $180,000 divided by $51.86, representing $130,000 for the equity component of the annual retainer plus $50,000 for the equity component of the annual Non-Executive Chairman fee. The resulting number of RSUs for Mr. Giuliano was rounded to 3,471, the nearest whole number of units.

DIRECTOR EXPENSES

V2X reimburses Non-Management Directors for all business-related expenses they incur for travel to and from Board of Directors, Committee and shareholder meetings. The Company also reimburses costs related to educational programs and related subscriptions for directors and for other Company business-related expenses (including travel expenses of spouses if they are specifically invited to attend an event for appropriate business purposes). Director airfare is reimbursed at no greater than first-class travel rates.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee during ~~2021~~2022 until Closing of the Vertex Transaction were Messrs. Boston, Parker, Pillmore and Widman, with Mr. Boston serving as chair. The members of the

Compensation Committee effective upon Closing were Messrs. Pillmore, Widman, Rotroff, and Snyder, with Mr. Widman serving as chair. No member of the Compensation Committee was, during the fiscal year, an officer or employee, or formerly an officer or employee, of V2X or involved in any related person transactions requiring disclosure in this Proxy Statement.

No executive officer of V2X served as a:

•

Member of the compensation committee (or other Board committee performing equivalent functions or, in the absence of any such committee, the entire Board) of another entity, one of whose executive officers served on the Compensation Committee of V2X.

•

Director of another entity, one of whose executive officers served on the Compensation Committee of V2X; or

•

Member of the compensation committee (or other Board committee performing equivalent functions or, in the absence of any such

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committee, the entire Board) of another entity, one of whose executive officers served as a director of V2X.

INDEMNIFICATION AND INSURANCE

~~As permitted by~~Under its By-Laws, V2X indemnifies its Directors to the ~~full~~fullest extent permitted by law and maintains insurance to protect the Directors from liabilities, including certain instances where it could not otherwise indemnify them. The Company has also entered into indemnification agreements with its Directors, pursuant to which the Company has agreed to indemnify and hold harmless, to the fullest extent permitted by applicable law and the By-Laws, each Director against any and all expenses (including attorney’s fees and related disbursements, appeal bonds and other out-of-pocket costs), judgments, amounts paid on settlement, liabilities or losses actually and reasonably incurred by the Director by reason of the fact that he or she is or was a director of the Company (or, at the request of the Company, as a director, officer, employee, fiduciary or other agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise), or by reason of any actual or alleged action or omission to act taken or omitted in such capacity. The indemnification agreements set forth certain procedures that will apply in the event of a claim for indemnification thereunder. In addition, the agreements provide for the advancement of expenses incurred by a Director, subject to certain exceptions, in connection with any action, suit or proceeding covered by the agreement.

POLICIES FOR APPROVING RELATED PERSON TRANSACTIONS

The Company and the Board have adopted formal written policies for evaluation of potential related person transactions, as that term is defined in the SEC’s rules for related person disclosure, which provide for review and pre-approval of transactions which may or are expected to exceed $120,000 involving Non-Management Directors, executive officers, beneficial owners of five percent or more of the Company’s common stock or other securities and any immediate family of such persons. The Company’s policy generally groups transactions

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with related persons into two categories: (1) transactions requiring the approval of the Nominating and Governance Committee and (2) certain transactions, including ordinary course transactions below established financial thresholds, that are deemed pre-approved by the Nominating and Governance Committee. In reviewing related person transactions that are not deemed pre-approved for approval or ratification, the

Nominating and Governance Committee considers the relevant facts and circumstances, including:

•

Whether terms or conditions of the transaction are generally available to third parties under similar terms or conditions;

•

Levels of interest or benefit to the related person;

•

Availability of alternative suppliers or customers; and

•

Benefit to the Company.

The Nominating and Governance Committee is deemed to have pre-approved certain transactions identified in Item 404(a) of Regulation S-K that are not required to be disclosed even if the amount involved exceeds $120,000. In addition, any transaction with another company at which a related person’s only relationship is as an employee (other than an executive officer), director and/or beneficial owner of less than 10% of that company’s shares is deemed pre-approved; provided, however, that with respect to Directors, if a Director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues, such transaction shall be reviewed by the Nominating and Governance Committee and not be considered appropriate for automatic pre-approval. Regardless of whether a transaction is deemed pre-approved, all transactions in any amount are required to be reported to the Nominating and Governance Committee. Subsequent to the adoption of the written procedures above, the Company has followed these procedures regarding all reportable related person transactions.

The Company’s Related Party Transaction Policy is posted on the Company’s website at: ~~http:~~https://~~investors.vectrus.com/govdocs~~www.gov2x.com (under “Investors” then “Governance Documents”). A copy of the Related Party Transaction Policy will be provided, free of charge, to any shareholder upon request to the Corporate Secretary of V2X.

RELATED PERSON TRANSACTIONS

Shareholders Agreement

Concurrently with the Closing, the Company entered into athe Shareholders Agreement ~~with Vertex~~

~~Holdco and the Former Vertex Stockholders~~ that, among other things, (1) provides Vertex Holdco Parties with Director nomination and committee designation rights, (2) governs how each Former Vertex Stockholder will vote its shares of common stock with respect to certain matters, (3) requires certain actions of the Company to be approved by

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the Vertex Holdco Parties, (4) provides the Vertex Holdco Parties with certain information rights, (5) limits transfers of common stock by the Former Vertex Stockholders, (6) limits certain acquisitions of common stock by the Vertex Holdco Parties, (7) restricts the ability of the Vertex Holdco Parties to solicit proxies in the election of Directors for such periods indicated therein, and (8) provides that the Company will elect to be a “controlled company” for purposes of applicable listing standards for so long as the Company qualifies to do so.

Controlled Company

Pursuant to the Shareholders Agreement, the Vertex Holdco Parties and the Company will take whatever action may be reasonably necessary, if any, to cause the Company to comply with SEC rules and applicable listing standards then in effect if the Company ceases to qualify as a “controlled company.”

Director Appointment Rights

Pursuant to the Shareholders Agreement, during the Appointment Period, the Board of Directors will be comprised of 11 members and the Vertex Holdco Parties will be entitled to designate for nomination and election to the Board of Directors a number of individuals corresponding to the ownership thresholds set forth in the Shareholders Agreement.

If the percentage of outstanding shares of common stock collectively beneficially owned by the Former Vertex Stockholders falls below one of the applicable ownership thresholds set forth in the Shareholders Agreement, then the Vertex Holdco Parties will provide written notice to the Company and, at the option of the Vertex Holdco Parties, (1) one Vertex Holdco designee will resign, effective no later than the next annual meeting, or (2) the Vertex Holdco Parties will not designate one Vertex Holdco designee that the Vertex Holdco Parties would otherwise have been entitled to designate at the next annual meeting. The Vertex Holdco Parties will cause Vertex Holdco designees on the Board of Directors to resign from the Board of Directors on the first date that the percentage of outstanding shares of common stock collectively beneficially owned by the Former Vertex Stockholders falls below 25% and the Vertex Holdco Parties will no longer be entitled to designate any directors to the Board of Directors.

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Committee Designation Rights

During the Appointment Period, each committee of the Board of Directors will consist of four members (unless otherwise approved by a majority of each of the Vertex Holdco and non-Vertex Holdco designees), at least two of which will not be Vertex Holdco designees. The Vertex Holdco Parties may

designate (a) two Vertex Holdco designees to serve on each committee of the Board of Directors for so long as the Former Vertex Stockholders collectively beneficially own 34% or more of the outstanding shares of common stock and (b) one Vertex Holdco designee to serve on each committee of the Board of Directors for so long as at least one Vertex Holdco designee serves on the Board of Directors, in each case, subject to applicable listing standards and SEC rules.

During the Appointment Period, the Audit Committee will be composed entirely of members who are independent under the NYSE listing requirements.

Voting of Former Vertex Stockholders

Until the Company’s 2024 annual meeting, the Shareholders Agreement requires each Former Vertex Stockholder to vote its shares of common stock (1) for the Vertex Holdco designees and (2) with respect to any nominees who are not Vertex Holdco designees, as recommended by the Nominating and Governance ~~Committee of the Board of Directors of the Company.~~Committee. Beginning at the 2024 annual meeting, each Former Vertex Stockholder will be entitled to vote its shares of common stock in its sole discretion for one Vertex Holdco nominee (assuming an 11-member Board of Directors of the Company) and for all other nominees who are not Vertex Holdco designees, in the case of an uncontested election, must vote in the same manner as, and in the same proportion to, all shares voted by the Company’s shareholders (excluding all Former Vertex Stockholders), or, in the case of a contested election, at such Former Vertex Stockholder’s option, either in accordance with the recommendation of the Nominating and Governance Committee or in the same manner as, and in the same proportion to, all shares voted by, the Company’s shareholders (excluding all Former Vertex Stockholders).

The Shareholders Agreement requires the Company to take all necessary action to cause the Company’s 2024 annual meeting to be held on or about May 6, 2024, or an earlier date. The Shareholders Agreement also provides that the Former Vertex Stockholders may vote their shares in their discretion on any proposal or resolution that is not an election of Directors.

Company Actions

Pursuant to the Shareholders Agreement, for so long as the Former Vertex Stockholders collectively beneficially own 34% or more of the outstanding shares of common stock, the Company will not, without the consent of the Vertex Holdco Parties holding a majority of the shares of common stock then held by the Vertex Holdco Parties, take certain actions, including: (1) issuing capital stock or stock

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equivalents representing, on a preceding 36-month basis, greater than 10% of the outstanding common stock, excluding common stock or stock equivalents issued in connection with an acquisition approved by a majority of the Board of Directors; (2) redeeming, acquiring or otherwise purchasing capital stock of the Company in excess of $50.0 million, individually or in the aggregate, during any fiscal year; (3) repealing, amending or modifying the Company’s organizational documents (subject to certain clarifications); (4) declaring or paying any dividend or distribution on a non-pro rata basis or in excess of $25.0 million in the aggregate during any fiscal year; (5) entering into certain transactions (e.g., mergers, spinoffs, acquisitions); (6) agreeing to make any capital expenditures in excess of $50.0 million, individually or in the aggregate, during any fiscal year; (7) incurring Indebtedness as defined in the merger agreement dated as of March 7, 2022 (the “Merger Agreement”) (excluding any incurrence under the Company’s existing credit facilities or any ordinary course of business incurrence under the Company’s existing asset-based loan or revolving credit facility) that causes the Company’s total net leverage ratio to exceed 4.5; (8) terminating the Company’s Chief Executive Officer or Chief Financial Officer; (9) hiring a replacement Chief Executive Officer or Chief Financial Officer; or (10) designating a director to the Company’s Board of Directors in a manner contrary to the designation rights of the Vertex Holdco Parties under the Shareholders Agreement.

Information Rights

Under the Shareholders Agreement, during the Appointment Period, the Vertex Holdco Parties are entitled to certain information rights.

Stock Transfer Restrictions

Unless approved by a majority of the Company’s Board of Directors who are not Vertex Holdco designees, for six months after the Closing (January 5, 2023), the Former Vertex Stockholders ~~cannot~~could not sell, transfer or encumber, directly or indirectly, in whole or in part, any shares of common stock (or enter into any commitment to do such), except any (1) transfer of interests in a Former Vertex Stockholder entity or its direct or indirect parent that has assets representing a majority of its fair market value that are not shares

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of common stock and (2) change in ownership of any general partner or management company of the Vertex Holdco Parties will not be deemed to be a transfer.

In addition, the Former Vertex Stockholders may transfer any shares of their common stock to an affiliate of the Former Vertex Stockholder that agrees to be bound by and a party to the Shareholders Agreement.

Stock transfer restrictions under the Shareholders Agreement expired on January 5, 2023.

Stock Acquisition Restrictions

Unless approved by a majority of the Company’s Board of Directors who are not Vertex Holdco designees, the Vertex Holdco Parties cannot, directly or indirectly, acquire or offer to acquire shares of common stock that would result, after such acquisition, in the Vertex Holdco Parties beneficially owning more than 62.5% of the outstanding shares of common stock.

If at any time the Former Vertex Stockholders’ percentage ownership of the outstanding common stock falls below a given ownership threshold, then the Vertex Holdco Parties’ right(s) with respect to such ownership threshold will fall away and no longer apply even if, after the applicable ownership threshold is crossed, the Former Vertex Stockholders acquire shares of common stock such that they own in excess of the relevant ownership threshold.

Standstill

During the Appointment Period, except with respect to any Vertex Holdco nominee, the Vertex Holdco Parties cannot, and will cause their affiliates that the Vertex Holdco Parties have provided confidential information about the Company not to, directly or indirectly, (1) make or participate in any solicitation of proxies (as such terms are used in the proxy rules of the SEC) to vote or deliver a written consent with respect to, or seek to advise or influence any person or entity’s voting with respect to, any common stock (except on behalf of the Company), (2) make any public request or proposal to amend the standstill provision of the Shareholders Agreement, or (3) take any action that would reasonably be expected to result in the Company having to make a public announcement regarding the foregoing, publicly announce any intention to do the foregoing or enter into any discussions or arrangement to do the foregoing, unless, in each case, approved by a majority of the Company’s Board of Directors who are not Vertex Holdco designees.

Registration Rights Agreement

At the Closing, the Company entered into a registration rights agreement with Former Vertex Stockholders (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company

granted the holders of registrable securities that are party to the Registration Rights Agreement certain registration rights with respect to such registrable securities.

As required by the Registration Rights Agreement, the Company filed on September 1, 2022 a resale shelf registration statement on Form S-3 registering

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all of the registrable securities held by the Former Vertex Stockholders. Following such filing, the Company is required to use its commercially reasonable efforts to have the resale shelf registration statement declared effective by the SEC as soon as reasonably practicable and to maintain such effectiveness continuously until such a time as there are no longer any registrable securities.

Subject to certain limitations set forth in the Registration Rights Agreement, the Former Vertex Stockholders will have the right to require the Company to use its commercially reasonable efforts to effectuate an underwritten public offering of the registrable securities.

The Registration Rights Agreement grants each Former Vertex Stockholder “piggyback” registration rights. Subject to certain exceptions and limitations, if the Company proposes to sell shares of common stock in an underwritten public offering or registers such shares with the SEC, either for its own account or for the account of other stockholders, each Former Vertex Stockholder will be entitled to include certain of its registrable securities in such offering or registration.

The Registration Rights Agreement provides that the Company must pay all registration expenses (other than the underwriting discounts and commissions) in connection with the resale shelf registration statement and any related underwritten offerings. The Registration Rights Agreement contains customary indemnification and contribution provisions.

Management Services Agreement

At the Closing, the Company entered into a management services agreement (the “Management Services Agreement”) with ~~AIP~~American Industrial Partners pursuant to which ~~AIP~~American Industrial Partners will provide general management, financial and other corporate advisory services to the Company and its subsidiaries from time to time as mutually agreed upon and ~~documented.~~documented under a statement of work. The Management Services Agreement provides for the Company to reimburse ~~AIP~~American Industrial Partners for its reasonable, documented and customary out-of-pocket expenses incurred in the ordinary course while performing such services, and to indemnify ~~AIP~~American Industrial Partners for certain

matters related to the provision of services, but ~~will~~does not require the Company to pay any management ~~fees,~~or transaction fees or other compensation to ~~AIP.~~

American Industrial Partners.

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~~Certain Agreements Related to Indebtedness~~

On the Closing Date, following the Vertex Transaction and a series of certain intercompany contributions described in the Merger Agreement, certain subsidiaries of the Company, including Vectrus Systems Corporation, a Delaware corporation (“VSC” and together with VSC, the “Company Guarantor Subsidiaries”), that became direct or indirect subsidiaries of Vertex Aerospace Service Corp., a Delaware corporation and wholly-owned indirect subsidiary of Vertex (“Vertex Borrower”), provided guarantees of the indebtedness under each of (i) the First Lien Credit Agreement, dated as of December 6, 2021 (as amended by the Amendment No. 1 to First Lien Credit Agreement, dated as of the Closing Date (the “Vertex First Lien Amendment”), and as further amended, restated, amended and restated, supplemented and otherwise modified from time to time, the “Vertex First Lien Credit Agreement”), by and among Vertex Borrower, as borrower, Vertex Aerospace Intermediate LLC, a Delaware limited liability company, direct parent entity of Vertex Borrower and wholly-owned indirect subsidiary of Vertex (“Vertex Holdings”), the lenders from time to time party thereto and Royal Bank of Canada, as administrative agent, (ii) the Second Lien Credit Agreement, dated as of December 6, 2021 (as amended, restated, amended and restated, supplemented and otherwise modified from time to time, the “Vertex Second Lien Credit Agreement”), by and among Vertex Borrower, as borrower, Vertex Holdings, the lenders from time to time party thereto and Royal Bank of Canada, as administrative agent, and (iii) the ABL Credit Agreement, dated as of June 29, 2018 (as amended by the First Amendment to ABL Credit Agreement, dated as of May 17, 2019, as further amended by the Second Amendment to ABL Credit Agreement, dated as of May 17, 2021, as further amended by the Third Amendment to ABL Credit Agreement, dated as of December 6, 2021, as further amended by the Fourth Amendment (the “Vertex ABL Amendment”) to ABL Credit Agreement, dated as of the Closing Date, and as further amended, restated, amended and restated, supplemented and otherwise modified from time to time, the “Vertex ABL Credit Agreement”), by and among Vertex Borrower, Vertex Holdings, certain other subsidiaries of Vertex Borrower from time to time party thereto as co-borrowers, the lenders from time to time party thereto and Ally Bank, as administrative agent (in such capacity, the “ABL Agent”).

~~Vertex First Lien Credit Agreement~~

The Vertex First Lien Credit Agreement provides for senior secured first lien term loans in an aggregate principal amount of $1,185,000,000, consisting of a $925,000,000 term loan “B” tranche (the “First Lien

Initial Term Tranche”) and a $260,000,000 incremental term loan “B” tranche (the “First Lien Incremental Term Tranche” and, together with the First Lien Initial Term Tranche, collectively, the “First Lien Term Facility”). The entire amount of the proceeds from the (i) First Lien Initial Term Tranche were previously used to finance the acquisition of certain subsidiaries of Raytheon Company, a Delaware corporation, and related transaction costs (the “Sky Acquisition”), and (ii) First Lien Incremental Term Tranche to finance the repayment of the Company Credit Agreement (as defined below) on the Closing Date. The loans under the First Lien Term Facility will be payable in full on December 6, 2028.

The Vertex Borrower’s obligations under the First Lien Term Facility are guaranteed by Vertex Holdings and Vertex Borrower’s wholly-owned domestic subsidiaries (including the Company Guarantor Subsidiaries, collectively, the “First Lien Guarantors”), subject to customary exceptions and limitations. The Vertex Borrower’s obligations under the First Lien Term Facility and the First Lien Guarantors’ obligations under the related guarantees are secured by (i) a first priority-lien on substantially all of the Vertex Borrower’s and the First Lien Guarantors’ assets other than the ABL Priority Collateral (as defined below) (subject to customary exceptions and limitations), and (ii) a second-priority lien on substantially all of the Vertex Borrower’s and the First Lien Guarantors’ accounts receivable, inventory and certain other assets arising therefrom or related thereto (collectively, the “ABL Priority Collateral”) (subject to customary exceptions and limitations).

The borrowings under the First Lien Initial Term Tranche bear interest at rates that, at the Vertex Borrower’s option, can be either a base rate, determined by reference to the federal funds rate, plus a margin of 2.75% to 3.00% per annum, or a Eurodollar rate, determined by reference to LIBOR, plus a margin of 3.75% to 4.00% per annum, in each case, depending on the consolidated first lien net leverage ratio of the Vertex Borrower and its subsidiaries. The borrowings under the First Lien Incremental Term Tranche bear interest at rates that, at the Vertex Borrower’s option, can be either a base rate, determined by reference to the federal funds rate, plus a margin of 3.00% per annum, or a term benchmark rate, determined by reference to Term SOFR, plus a margin of 4.00% per annum.

The Vertex First Lien Credit Agreement contains customary representations and warranties and affirmative covenants. The Vertex First Lien Credit Agreement also includes negative covenants that limit, among other things, additional indebtedness, additional liens, sales of assets, dividends, investments and advances, prepayments of debt and mergers and acquisitions.

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The Vertex First Lien Credit Agreement contains customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, failure of any guaranty or security document supporting the First Lien Term Facility to be in full force and effect, and a change of control. If an event of default occurs and is continuing, the Vertex Borrower may be required immediately to repay all amounts outstanding under the Vertex First Lien Credit Agreement.

~~Vertex Section Lien Credit Agreement~~

The Vertex Second Lien Credit Agreement provides for senior secured second lien term loans in an aggregate principal amount of $185,000,000 (the “Second Lien Term Facility”). The entire amount of the proceeds from the Second Lien Term Facility were previously used to finance the Sky Acquisition. The loans under the Second Lien Term Facility will be payable in full on December 6, 2029.

The Vertex Borrower’s obligations under the Second Lien Term Facility are guaranteed by Vertex Holdings and the Vertex Borrower’s wholly-owned domestic subsidiaries (including the Company Guarantor Subsidiaries, collectively, the “Second Lien Guarantors”), subject to customary exceptions and limitations. The Vertex Borrower’s obligations under the Second Lien Term Facility and the Second Lien Guarantors’ obligations under the related guarantees are secured by (i) a second priority-lien on substantially all of the Vertex Borrower’s and Second Lien Guarantors’ assets other than the ABL Priority Collateral (subject to customary exceptions and limitations), and (b) a third-priority lien on substantially all of the Vertex Borrower’s and Second Lien Guarantors’ assets ABL Priority Collateral (subject to customary exceptions and limitations).

The borrowings under the Second Lien Term Facility bear interest at rates that, at the Vertex Borrower’s option, can be either a base rate, determined by reference to the federal funds rate, plus a margin of 6.50% per annum, or a Eurodollar rate, determined by reference to LIBOR, plus a margin of 7.50% per annum.

The Vertex Second Lien Credit Agreement contains customary representations and warranties and affirmative covenants. The Vertex Second Lien Credit Agreement also includes negative covenants that limit, among other things, additional indebtedness, additional liens, sales of assets, dividends, investments and advances, prepayments of debt and mergers and acquisitions.

~~The Vertex Second Lien Credit Agreement contains customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults,~~

events of bankruptcy and insolvency, failure of any guaranty or security document supporting the First Lien Term Facility to be in full force and effect, and a change of control. If an event of default occurs and is continuing, the Vertex Borrower may be required immediately to repay all amounts outstanding under the Vertex Second Lien Credit Agreement.

~~Vertex ABL Credit Agreement~~

The Vertex ABL Credit Agreement provides for a senior secured revolving loan facility (the “ABL Facility”) of up to an aggregate amount of $200,000,000 (the loans thereunder, the “ABL Loans”). The Vertex ABL Credit Agreement also provides for (i) a $15,000,000 sublimit of availability for letters of credit, and (ii) a $10,000,000 sublimit for short-term borrowings on a swingline basis. The commitments under the ABL Facility expire on June 29, 2026, and any ABL Loans then outstanding will be payable in full at that time.

Under the Vertex ABL Credit Agreement, the Vertex Borrower may, at its option, increase the aggregate amount of the ABL Facility in an amount of up to $50,000,000 (but in not less than $5,000,000 increments) without the consent of any lenders not participating in such increase, subject to certain customary conditions and applicable lenders committing to provide the increase in funding. There can be no assurance that additional funding would be available.

Availability under the ABL Facility is subject to a borrowing base (the “Borrowing Base”), which is based on 85% of eligible accounts receivable, eligible government account receivable and eligible government subcontract accounts receivable, plus 50% of eligible unbilled accounts receivable, plus the lesser of (x) 65% of the book value of eligible inventory, and (y) 85% of the net orderly liquidation value of eligible inventory of the Vertex Borrower, Vertex Holdings and most of the Vertex Borrower’s wholly-owned domestic subsidiaries (including the Company Guarantor Subsidiaries, collectively, the “ABL Guarantors”), after adjusting for customary reserves that are subject to the ABL Agent’s discretion. The aggregate amount of the ABL Loans made and letters of credit issued under the ABL Facility shall at no time exceed the lesser of the aggregate commitments under the ABL Facility (currently $200,000,000 or, if increased at the Vertex Borrower’s option as described above, up to $250,000,000) or the Borrowing Base. To the extent that the Vertex Borrower’s and ABL Guarantors’ eligible accounts receivable, eligible government account receivable, eligible government subcontract accounts receivable, eligible unbilled accounts receivable, and eligible inventory, decline, the Borrowing Base will decrease, and the availability under the ABL Facility may decrease below $200,000,000.

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Any ABL Loans requested after the Closing Date are subject to a number of customary conditions including the accuracy of representations and warranties and the absence of default. The proceeds from the ABL Loans may be used to finance the working capital needs and general corporate purposes of the Vertex Borrower and its subsidiaries.

The Vertex Borrower’s obligations under the ABL Term Facility are guaranteed by the ABL Guarantors, subject to customary exceptions and limitations. The Vertex Borrower’s obligations under the ABL Facility and the ABL Subsidiary Guarantors’ obligations under the related guarantees are secured by (a) a first priority-lien on substantially all of the Vertex Borrower’s and the ABL Guarantors’ ABL Priority Collateral (subject to customary exceptions and limitations), and (b) a third priority-lien on substantially all of the Vertex Borrower’s and the ABL Guarantors’ assets other than the ABL Priority Collateral (subject to customary exceptions and limitations).

The borrowings under the ABL Facility bear interest at rates that, at the Vertex Borrower’s option, can be either a base rate, determined by reference to the federal funds rate, plus a margin of 0.75% to 1.25% per annum, or a term benchmark rate, determined by reference to Term SOFR, plus a margin of 1.75% to 2.25% per annum, in each case, depending on the aggregate availability under the ABL Facility.

Unutilized commitments under the ABL Facility are subject to a per annum fee of (x) 0.375% if the total outstandings were equal to or less than 50% of the aggregate commitments, or (y) 0.25% if such total outstandings were more than 50% of the aggregate commitments.

The Vertex Borrower is also required to pay a letter of credit fronting fee to each letter of credit issuer equal to 0.125% per annum of the amount available to be drawn under each such letter of credit (or such other amount as may be mutually agreed by the Vertex Borrowers and the applicable letter of credit issuer), as well as a fee to all lenders equal to the applicable margin for Term SOFR ABL Loans times the average daily amount available to be drawn under all outstanding letters of credit.

The Vertex ABL Credit Agreement includes negative covenants that limit, among other things, additional indebtedness, transactions with affiliates, additional liens, sales of assets, dividends, investments and advances, prepayments of debt, mergers and acquisitions. The Vertex ABL Credit Agreement also includes a financial covenant that requires the fixed charge coverage ratio to be at least 1.00 to 1.00 as of the end of any period of four fiscal quarters while aggregate availability is less than the greater of (i) $10,000,000 and (ii) 10% of the aggregate borrowing base.

The Vertex ABL Credit Agreement also contains other customary affirmative and negative covenants and customary representations and warranties that must be accurate in order for the Vertex Borrower to borrow under the ABL Facility (in each case, subject to customary exceptions and limitations with respect to borrowings made on the Closing Date).

The Vertex ABL Credit Agreement contains customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, failure of any guaranty or security document supporting the ABL Facility to be in full force and effect, and a change of control. If an event of default occurs and is continuing, the Borrowers may be required immediately to repay all amounts outstanding under the Vertex ABL Credit Agreement.

CHARITABLE CONTRIBUTION CONFLICT OF INTEREST POLICY

The Company and the Board adopted a Charitable Contribution Conflict of Interest Policy for Directors, Director ~~Nominees~~nominees and ~~Senior Management.~~senior management. The policy requires approval by the Nominating and Governance Committee for donations by the Company to any nonprofit organization, charity or private foundation in an amount or having a value over $10,000 if any Director, Director nominee or any of their immediate family members is associated with such entity. In addition, such approval is required in the case of a donation over that limit to such an entity by a Director, Director nominee or member of senior management where another Director or member of senior management is associated with the entity. During ~~2021,~~2022, there were no donations that required approval under this policy.

CODE OF CONDUCT

The Company has adopted the Code of Conduct which applies to all employees, including our President &and Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer, and ~~where applicable,~~ to our Non-Management Directors.

The Code of Conduct is posted on our website at: ~~http:~~https://~~investors.vectrus.com/govdocs~~www.gov2x.com (under “Investors” then “Governance Documents”).

The Company discloses any changes to or waivers from the Code of Conduct for the Company’s Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, its Non-Management Directors and other Executive Officers on its website. In addition, the Company will disclose within four business days any substantive changes to or waivers from the Code of Conduct for ~~our~~its Chief Executive Officer, Chief Financial Officer, Principal Accounting

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Officer, or persons performing similar functions, by posting such information on our website at ~~www.vectrus.com~~https://www.gov2x.com rather than by filing a Form 8-K. In ~~2021,~~2022, there were no substantive changes to or waivers of the Code of Conduct for the President and

Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer or persons performing similar functions. A copy of the Code of Conduct will be provided, free of charge, to any shareholder upon request to the Corporate Secretary of V2X.

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COMMITTEES OF THE BOARD OF DIRECTORS

The Committees outlined below are the current standing committees of the Board of Directors. The table below sets forth the current membership of each of these Committees and identifies each Committee ~~Chair.~~Chair as of the date of this Proxy Statement.

DIRECTOR

AUDIT

COMPENSATION AND

PERSONNEL

NOMINATING AND

GOVERNANCE

STRATEGY

Mary L. Howell

John “Ed” Boyington, Jr.

●

Dino M. Cusumano

●*

Lee E. Evangelakos

●

Melvin F. Parker

●

●*

●

Eric M. Pillmore

●

Charles L. Prow

Joel M. Rotroff

●

Neil D. Snyder

●

Stephen L. Waechter

●*

●

Phillip C. Widman

●

●*

* = Committee Chair

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AUDIT COMMITTEE

MEMBERS:

Stephen L. Waechter, Chair

Melvin F. Parker

Eric M. Pillmore

Phillip C. Widman

Meetings in ~~2021: 6~~2022: 12

AUDIT COMMITTEE
RESPONSIBILITIES

•

Subject to any action that may be taken by the full Board, the Audit Committee has the ultimate authority and responsibility to determine the qualifications, performance, independence and compensation of the independent registered public accountants (currently RSM), and to appoint (or nominate for shareholder ratification), evaluate, and where appropriate, consider rotation or replacement of the independent registered public accountants.

•

Review and discuss with management and the independent registered public accountants the audited financial statements of the Company, including discussion of the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and make a recommendation regarding whether the annual audited financial statements should be included in any public filing including our Annual Report on Form 10-K (or the Annual Report to Shareholders if distributed prior to the filing of the Form 10-K).

•

Review and discuss with management, the independent registered public accountants and the head of internal audit the quarterly consolidated financial statements of the Company, including a discussion of the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the results of the independent registered public accountants’ review of those statements prior to our filing of each Form 10-Q with the SEC.

•

Review and consider with RSM matters required to be discussed by the applicable requirements of the PCAOB and the SEC.

•

Review with management and RSM the effect of regulatory and accounting initiatives as well as off-balance sheet structures on our financial statements.

•

Review and discuss with management and RSM the Company’s interim financial results to be

included in the Company’s earnings ~~report~~reports prior to the release of any earnings report.

•

Review and discuss with management the types of information to be disclosed and the types of presentations to be made with respect to the Company’s earnings press releases and financial information and earnings guidance provided to ~~financial~~ analysts and rating agencies.

•

Discuss with management ~~RSM~~ and ~~the head of internal audit~~RSM the quality and adequacy of the Company’s internal controls and their effectiveness and meet regularly and privately with the head of the internal audit function.

•

Annually request from RSM a formal written statement delineating all relationships between RSM and the Company, consistent with PCAOB Rule ~~3526T.~~3526. With respect to such relationships, the Audit Committee shall: ~~Discuss~~discuss with RSM any disclosed relationships and the impact of such relationship on RSM’s independence; and assess and recommend appropriate action in response to the RSM report to satisfy itself of the auditor’s independence.

•

Pre-approve or delegate to one or more ~~independent~~ members of the Audit Committee, when appropriate, to pre-approve the retention of the independent auditor for audit-related and permitted non-audit services. Other tax-related consulting and special projects and fees for any other services to be provided by the independent auditor and internal audit service providers must be submitted to the Audit Committee consistent with the Company’s Audit Services, Audit Related and Non-Audit Services ~~Policy.~~Policy relating to Independent Auditors.

•

Confirm the scope of audits to be performed by RSM and the internal audit function, monitor progress and review results. Review fees and expenses charged by RSM and any party retained to provide internal audit services.

•

On an annual basis, discuss with RSM its internal quality control procedures, material issues raised in quality control or peer review and any investigation or inquiries by governmental or professional authorities within the last five years (and any steps taken to deal with issues raised) regarding the firm’s independent audits of other clients.

•

Review significant findings or unsatisfactory internal audit reports or audit problems or difficulties encountered by RSM, in the course of the audit work, including any restrictions on the scope of its activities or on access to requested information, and any significant disagreements with management, and monitor management’s response to such matters. Without excluding other possibilities, the Audit Committee may review with the independent registered public

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accounting firm (i) any accounting adjustments that were noted or proposed by such firm but were “passed” (as immaterial or otherwise),

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~~(ii) any~~ (i) certain communications regarding auditing or accounting issues and (iii) any “management” or “internal control” letter issued or proposed to be issued by RSM.

•

Provide oversight and discuss with management, head of internal audit and RSM, the adequacy and effectiveness of the Company’s overall risk assessment and risk management process, including all risk mitigation processes. The Audit Committee shall review, at least annually, the Company’s cyber security program and cyber risk assessment. In addition, in accordance with regulatory requirements, the Audit Committee shall approve, at least annually, any decision of the Company to enter into uncleared swaps.

•

Review the Company’s capital structure including stock repurchases, debt offerings and other financings and dividends.

•

Review the Company’s rating agencies reviews, if applicable.

•

Review the Company’s capital allocation, including capital expenditures and research and development.

•

~~Review the Committee’s performance and Charter at least annually and make recommendations to the Board of Directors for approval and adoption of any amendments to its Charter.~~

•

Review regularly and consider the Company’s financial reserves.

•

Review expense reports of senior executives.

•

Update the Board of Directors on a regular basis with respect to matters coming to its attention that may have a significant impact on the Company’s financial condition or affairs, the Company’s compliance with legal or regulatory requirements and the performance and independence of RSM and performance of the internal audit function.

•

Review major issues regarding accounting principles and financial statement presentations, significant changes to the Company’s selection or application of accounting principles and major issues relating to the Company’s internal controls, including any ~~specifically~~ required audit steps to correct identified ~~major~~ internal control issues. The Audit Committee also reviews management or RSM’s analyses regarding significant financial reporting issues and judgments made in preparing financial statements, including analyses of alternative ~~GAAP~~U.S. generally accepted accounting principles (“GAAP”) methods as well as the effect of regulatory and accounting initiatives and off-balance sheet structures, if any, on the Company’s financial statements.

•

~~In conjunction with the Board of Directors, evaluate the qualifications of the Committee members and the Committee’s performance on an annual basis.~~

•

Meet separately and privately, on a regular basis, with RSM, the head of internal audit, and members of management, as well as ~~privately~~in executive session without management as a Committee.

•

Establish policies regarding the Company’s employment and retention of current or former employees of RSM.

•

With respect to complaints concerning accounting, internal accounting controls or auditing matters:

◦

Review and approve procedures for receipt, retention and treatment of complaints received by the Company; and

◦

Establish procedures for the confidential, anonymous submission of complaints to the Audit Committee.

•

Establish levels for payment by the Company of fees to RSM, any advisors retained by the Audit Committee and ordinary administrative expenses of the Audit ~~Committee and any advisors retained by the Audit~~ Committee.

•

Receive regular reports from the Chief Executive Officer, the Chief Financial Officer and from the Company’s disclosure control committee representative on the status of the Company’s disclosure controls and related certifications, including disclosure of any ~~material weaknesses or~~ significant deficiencies in the design or operation of internal controls and any fraud that involves management or other employees with a significant role in internal controls.

•

Oversee the Company’s compliance program, including its Code of Conduct and ethics and compliance ~~program.~~program, and review with the Chief Legal Officer or head of ethics and compliance any proposed waivers of the Code of Conduct for directors and officers as appropriate.

•

Prepare the Report of the Audit Committee for the Company’s Proxy Statement.

~~Although~~•

In conjunction with the Board of Directors, ~~determined that more than one member~~evaluate the qualifications of the Committee members and the Committee’s performance on an annual basis.

•

Review its charter at least annually and make recommendations to the Board of Directors ~~satisfies the requirements~~for approval and adoption of ~~an audit committee financial expert, the Board of Directors has identified Stephen L. Waechter as the Company’s audit committee financial expert.~~any amendments to its charter.

A copy of the Audit Committee Charter is available on the Company’s website at: ~~http:~~https://~~investors.vectrus.com/govdocs~~www.gov2x.com (under “Investors” then “Governance Documents”). The Company will provide, free of charge, a copy of the Audit Committee Charter to any shareholder, upon request to the Corporate Secretary of V2X.

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COMPENSATION COMMITTEE

MEMBERS:

Phillip C. Widman, Chair

Eric M. Pillmore

Joel M. Rotroff

Neil D. Snyder

Meetings in ~~2021: 6~~2022: 9

COMPENSATION COMMITTEE RESPONSIBILITIES

•

The Committee’s primary objective is to establish a competitive executive compensation program ~~that links executive~~designed to attract, retain and motivate executives and to link compensation to business performance and shareholder return, without excessive enterprise risk.

•

Approve and oversee administration of the Company’s employee compensation program, including incentive plans and equity-based ~~compensation plans.~~awards.

•

Evaluate senior management and Chief Executive Officer performance, ~~evaluate~~consider enterprise ~~risk and other~~ risk factors with respect to compensation design and objectives, set annual performance objectives for the Chief Executive Officer and approve individual compensation actions for the Chief Executive Officer and officers at the corporate vice president level and above, as well as certain other positions.

•

Oversee the establishment and administration of the Company’s benefit programs and executive severance policies.

•

~~Oversee~~Evaluate and ~~approve~~make regular reports to the Board on leadership development and continuity ~~planning process.~~planning.

•

Prepare the Compensation Committee Report for the Company’s Proxy Statement.

•

~~Review~~Assess its performance and ~~Charter~~review its charter at least annually, and make recommendations to the Board of Directors for approval and adoption of any amendments to its ~~Charter.~~charter.

Detail regarding the processes and procedures used to determine executive compensation is found in the ~~Compensation~~“Compensation Discussion and ~~Analysis~~Analysis” section of this Proxy Statement.

A copy of the Compensation Committee Charter is available on the Company’s website at: ~~http:~~https://~~investors.vectrus.com/govdocs~~www.gov2x.com (under “Investors” then “Governance Documents”). The Company will provide, free of charge, a copy of the Compensation Committee Charter to any shareholder, upon request to the Corporate Secretary of V2X.

NOMINATING AND GOVERNANCE COMMITTEE

MEMBERS:

Melvin F. Parker, Chair

Lee E. Evangelakos

Neil D. Snyder

Stephen L. Waechter

Meetings in ~~2021: 4~~2022: 6

NOMINATING AND GOVERNANCE COMMITTEE RESPONSIBILITIES

•

Review and recommend to the full Board for its review and approval matters and agenda items relating to the Company’s ~~Annual Meeting~~annual meeting of ~~Shareholders.~~shareholders.

•

Review the Company’s business continuity and disaster recovery programs and plans.

•

Review the Company’s communication and advertising program and other activities involving community relations, major charitable contributions and promotion of the Company’s public image.

•

Determine desired Board and Director experiences, skills and attributes and conduct searches for prospective board members whose experiences, skills and attributes reflect those desired for the Board of Directors.

•

Identify, evaluate and propose nominees for election to the Board of Directors.

•

Make recommendations to the Board of Directors concerning the appointment of Directors to Board Committees, the selection of the Chairman of the Board and the selection of Board ~~Committee Chairs.~~committee chairs.

•

Evaluate and make recommendations regarding senior management requests for approval to accept membership on outside ~~boards.~~boards of publicly-traded companies and other organizations.

•

Review ~~its performance~~periodic reports from management on, and ~~Charter at~~provide oversight of, environmental, social and governance matters, including safety and health matters.

•

At least annually review and ~~make recommendations to~~assess the ~~Board of Directors for approval~~Company’s director and ~~adoption of any amendments to its Charter.~~officer insurance and indemnification.

•

Provide oversight of director education matters and the director orientation process.

•

Following the review by the Audit Committee, Compensation Committee and Strategy

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Committee of their respective charters, review those charters as part of the framework of the governance of the Company to ensure completeness and consistency among ~~Committee Charters~~committee charters and the Corporate Governance Principles.

•

Assess its performance and review its charter at least annually, and make recommendations to the Board of Directors for approval and adoption of any amendments to its charter.

•

~~Review periodic reports from management on, and provide oversight of, environmental, safety and health matters.~~

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•

~~At least annually review and assess the Company’s director and officer insurance and indemnification.~~

•

~~Provide oversight of director education matters and the director orientation process.~~

The Nominating and Governance Committee will consider and evaluate Director ~~nominees~~candidates recommended by shareholders ~~for election to the Company’s Board~~ who meet the qualification ~~standards.~~standards for Directors on the same basis as all Director candidates. See “Information ~~about~~About the Board of Directors and Other Matters — Director Selection, Composition and Diversity” above.

A copy of the Nominating and Governance Committee Charter is available at the Company’s website: ~~http:~~https://~~investors.vectrus.com/govdocs~~www.gov2x.com (under “Investors” then “Governance Documents”). The Company will provide, free of charge, a copy of the Nominating and Governance Committee Charter to any shareholder, upon request to the Corporate Secretary of V2X.

STRATEGY COMMITTEE

MEMBERS:

Dino M. Cusumano, Chair

John “Ed” Boyington, Jr.

Melvin F. Parker

Eric M. Pillmore

Meetings in ~~2021:~~2022: 5

STRATEGY COMMITTEE RESPONSIBILITIES

•

~~Review and provide guidance to the management team and the Board with respect to the Company’s overall business strategy and the Company’s strategic plan.~~

•

Review and make recommendations to the Board on matters relating to the Company’s overall business strategy and the Company’s strategic planning process.

•

~~Review~~Assess its performance and ~~assess the Committee’s performance on an annual basis.~~

•

~~Review~~ its ~~Charter~~charter at least annually, and make recommendations to the Board of Directors for approval and adoption of any ~~amendments to the Charter.~~charter amendments.

A copy of the Strategy Committee Charter is available at the Company’s website:~~http:~~https://~~investors.vectrus.com/govdocs~~www.gov2x.com (under “Investors” then “Governance Documents”). The Company will provide, free of charge, a copy of the Strategy Committee Charter to any shareholder, upon request to the Corporate Secretary of V2X.

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REPORT OF THE AUDIT
COMMITTEE

The following Report of the Audit Committee does not constitute soliciting material and the Report should not be deemed filed or incorporated by reference into any other previous or future filings by the Company under the Securities Act of 1933 (the “Securities Act”) or the ~~Securities~~ Exchange Act, ~~of 1934,~~ except to the extent the Company specifically incorporates this Report by reference therein.

ROLE OF THE AUDIT COMMITTEE

The Audit Committee ~~of the Board of Directors~~ provides oversight on matters relating to the Company’s financial reporting process, seeks to ensure that the Company develops and maintains adequate financial controls and procedures, and monitors compliance with these processes. ~~This includes responsibility for, among other things:~~

•

~~determination of qualifications, performance and independence of the Company’s independent registered public accounting firm;~~

•

~~the appointment, compensation, retention, audit and oversight work of the Company’s independent registered public accounting firm in preparing or issuing audit reports and related work;~~

•

review of financial reports and other financial information provided by the Company, its systems of internal accounting and financial controls, and the annual independent audit of the Company’s financial statements;

•

~~oversight and review of procedures developed for consideration of accounting, internal accounting controls and auditing-related complaints;~~

•

~~review of risk assessment and risk management processes on a Company-wide basis; and~~

•

~~adoption of and monitoring the implementation and compliance with the Company’s Audit Services, Audit Related and Non-Audit Services Policy.~~

The Audit Committee has oversight responsibility for confirming the scope and monitoring the progress and results of ~~internal~~ audits conducted by the Company’s internal auditors and the independent auditors. The Audit Committee discussed with the Company’s internal auditors and ~~Deloitte~~RSM the plans for their respective audits. The Audit Committee met with the internal auditors and ~~Deloitte,~~RSM, with and without management present, and discussed ~~results of their examinations,~~ their evaluation of the Company’s internal controls and the Company’s financial reporting.

The Company’s management has primary responsibility for the financial statements, including the Company’s system of disclosure and internal

controls. The Audit Committee may investigate any matter brought to its attention. In that regard, the Audit Committee has full access to all books, records, facilities and personnel of the Company and the Audit Committee may retain outside counsel, auditors or other independent experts to assist the Committee in performing its responsibilities. Any individual may also bring matters to the Audit Committee confidentially or on an anonymous basis, by submitting the matter in a sealed envelope addressed to the “Audit Committee” to the Corporate Secretary who then forwards the sealed envelope to the Audit Committee. Junk mail, advertisements, resumes, spam and surveys will not be forwarded. Abusive, threatening or otherwise inappropriate materials will also not be forwarded.

~~SARBANES-OXLEY ACT OF 2002 (“SOX”) COMPLIANCE~~

~~The Audit Committee has responsibility for monitoring all elements of the Company’s compliance with Sections 302 and 404 of SOX relating to internal control over financial reporting.~~

AUDIT COMMITTEE CHARTER

The Board of Directors has adopted a written charter for the Audit Committee, which the Board of Directors and the Audit Committee review, and at least annually update and reaffirm. The Audit Committee Charter sets out the purpose,

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membership and organization, and key responsibilities of the Audit Committee.

COMPOSITION OF THE AUDIT COMMITTEE

The Audit Committee is composed of four members of the Company’s Board. The Board of Directors has determined that each Audit Committee member meets the independence standards set out in the requirements of the NYSE currently in effect, including the Audit Committee independence requirements of Rule 10A-3 of the Exchange Act. ~~No member of the Audit Committee has any relationship with the Company that may interfere with the exercise of independence from management and the Company.~~ All members of the Audit Committee, in the business judgment of the full Board of Directors, are financially ~~literate and several have accounting or related financial management expertise.~~literate. Although the Board of Directors determined that more than one member of the Board of Directors satisfies the requirements under SEC rules of an audit committee financial expert, the Board of Directors has identified Stephen L. Waechter as the Company’s audit committee financial expert.

REGULAR REVIEW OF FINANCIAL STATEMENTS

The Audit Committee reviewed and discussed the Company’s audited financial statements with

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management. The Audit Committee, management, and RSM or Deloitte, as applicable, reviewed and discussed the Company’s unaudited financial statements before the release of each quarterly earnings report and filing of the Company’s Form ~~10-Qs,~~10-Qs. The Audit Committee, management and RSM reviewed and discussed the Company’s audited financial statements before the release of the annual earnings ~~release~~report and filing of the Company’s ~~2021 Annual Report on~~ Form 10-K.

COMMUNICATIONS WITH ~~DELOITTE~~RSM

The Audit Committee has discussed with ~~Deloitte~~RSM the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Audit Committee met privately with ~~Deloitte four~~RSM three times during ~~2021.~~2022.

INDEPENDENCE OF ~~DELOITTE~~RSM

~~Deloitte~~RSM is directly accountable to the Audit ~~Committee and the Board of Directors.~~Committee. The Audit Committee has received the written disclosures and the letter from ~~Deloitte~~RSM required by applicable requirements of the PCAOB regarding ~~Deloitte’s~~RSM’s communications with the Audit Committee concerning independence and has discussed with ~~Deloitte~~RSM their independence from management and the Company, any disclosed relationships and the impact of those relationships on ~~Deloitte’s~~RSM’s independence.

RECOMMENDATION REGARDING ANNUAL REPORT ON FORM 10-K

In performing its oversight function with regard to the ~~2021~~2022 financial statements, the Audit Committee relied on financial statements and information prepared by the Company’s management. It also relied on information provided by the internal audit staff as well as ~~Deloitte.~~RSM. The Audit Committee reviewed and discussed with management the Company’s audited financial statements as of and for the year ended December 31, ~~2021.~~2022. Based on these discussions, and the information received and reviewed, the Audit Committee recommended to the Company’s Board of Directors and the Board of Directors has approved including the audited financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

The Audit Committee’s responsibility is to monitor and oversee the audit and financial reporting processes. However, the members of the Audit Committee are not practicing certified public accountants or professional auditors and rely, without independent verification, on the information provided to them and on the representations made by management, and the report issued by the independent registered public accounting firm.

This report is furnished by the members of the Audit Committee.

Stephen L. Waechter, Chair

Melvin F. Parker

Eric M. Pillmore

Phillip C. Widman

COMPENSATION COMMITTEE REPORT

The following Report of the Compensation Committee does not constitute soliciting material and the Report should not be deemed filed or incorporated by reference into any other previous or future filings by the Company under the Securities Act ~~of 1933~~ or the ~~Securities~~ Exchange Act, ~~of 1934,~~ except to the extent the Company specifically incorporates this Report by reference therein.

The Compensation Committee ~~of the Board of Directors~~ approves and oversees administration of the Company’s executive compensation program including incentive plans and equity-based awards, and evaluates and makes regular reports to the Board on senior leadership development and continuity ~~programs.~~plans. The Compensation Committee’s primary objective is to establish a competitive executive compensation program ~~that clearly links~~designed to attract, retain and motivate executives and to link executive compensation to

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business performance and shareholder ~~return.~~return, without excessive enterprise risk. The Compensation Committee considers appropriate risk factors in structuring compensation to discourage unnecessary or excessive risk-taking behaviors and encourage long-term value creation.

RECOMMENDATION REGARDING
COMPENSATION DISCUSSION AND ANALYSIS

In performing its oversight function during 2021 with regard to the Compensation Discussion and Analysis prepared by management, the Compensation Committee relied on statements and information prepared by the Company’s management. It also relied on information provided by Pay Governance, the independent compensation consultant to the Compensation Committee. The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis included in this Proxy Statement with

management. Based on this review and discussion, the Compensation Committee recommended to the Company’s Board of Directors that the ~~Compensation~~“Compensation Discussion and ~~Analysis~~Analysis’’ be included in the Company’s Annual Report on Form 10-K for ~~2021~~2022 and this Proxy Statement.

This report is furnished by the members of the Compensation Committee.

Phillip C. Widman, Chair

Eric M. Pillmore

Joel M. Rotroff

Neil D. Snyder

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COMPENSATION DISCUSSION AND ANALYSIS

INTRODUCTION

The Compensation Committee is responsible for our executive compensation philosophy and programs. The Compensation Committee reviews and approves the compensation to be paid to our Chief Executive Officer (“CEO”) and ~~a group of~~our other named executive officers ~~including our Named Executive Officers (“NEOs”~~(together, the “NEOs”). At our ~~2021~~2022 Annual Meeting, ~~of Shareholders,~~ our shareholders overwhelmingly approved our NEOs’ compensation, with approximately ~~98.3%~~99% of the votes cast in favor of the say-on-pay proposal.

VERTEX TRANSACTION; EXECUTIVE CHANGES

On July 5, 2022, Vectrus completed its previously announced Merger with Vertex, forming V2X. As part of the integration associated with the Merger, changes were made to our executive team. In particular, each of John “Ed” Boyington, Jr., William W. Beard and Richard Mendoza (the “legacy Vertex NEOs”) became executive officers of V2X.

As will be noted in this “Compensation Discussion and Analysis,” certain aspects of the compensation packages for the legacy Vertex NEOs were either elements of the executive’s pre-existing Vertex compensation package or were determined in connection with the Merger (including the one-time grant of restricted stock units to the legacy Vertex NEOs described below) and thus were outside of the ordinary course operation of our compensation program overseen by the Compensation Committee. The compensation program for the legacy Vertex NEOs prior to the Merger generally consisted of base salary and annual cash bonus opportunity under the Vertex Management Incentive Bonus (“MIB”) plan and Vertex stock options.

EXECUTIVE SUMMARY

V2X’s NAMED EXECUTIVE OFFICERS FOR ~~2021~~2022 WERE:

•

Charles L. Prow, President and Chief Executive Officer (“CEO”)

•

Susan D. Lynch, Senior Vice President (“SVP”) and Chief Financial Officer (“CFO”)

•

~~Susan L. Deagle, SVP, Growth and Enterprise Operations~~John “Ed” Boyington, Jr., President, Vertex Aerospace LLC

•

~~David A. Hathaway, (former)~~William W. Beard, SVP, ~~Vectrus Programs~~Aerospace Solutions

•

~~Kevin T. Boyle,~~Richard Mendoza, SVP and Chief ~~Legal~~People Officer ~~and General Counsel~~

•

~~Kenneth W. Shreves, SVP, Organic Growth and Operational Enablement~~

~~2021~~2022 COMPANY HIGHLIGHTS

•

~~2021~~2022 total year over year revenue growth of ~~+28% Y/Y~~62% to ~~$1,784~~$2,891 million, representing a full year of revenue contribution from Vectrus and approximately six months from Vertex

•

~~2021 Operating~~2022 pro forma revenue of $3,670 million, representing 9% revenue growth

•

2022 operating income of ~~$62.0~~$55.8 million; ~~Adjusted EBITDA margin~~2022 pro forma operating income of ~~4.7%~~$187.5 million

•

~~2021 Adjusted diluted EPS for compensation purposes~~Backlog grew to $12.3 billion, providing more than three years of ~~$3.96~~top line visibility

•

~~Backlog of $5.0 billion continues to provide topline visibility~~Revenue growth and footprint growth in INDOPACOM by achieving full operational capability on LOGCAP V Kwajalein and increased scope at Subic Bay in the Philippines

•

Several ~~new~~key wins ~~expanding market diversity~~expanded and solidified work with Army, Navy, Air Force, and National Security clients

•

~~Strong 2021 operating cash flow generation~~Supported several important missions, including providing the DoD with urgent and compelling services for the European Deterrence Initiative, as well as supporting the establishment of ~~$61.3 million~~a water supply system and water remediation efforts in Hawaii

•

~~Integration~~Merged with Vertex on July 5, 2022, which enables us to offer a broad suite of ~~both Zenetex~~technology and ~~HHB~~services capabilities to support readiness and modernization initiatives and deliver a comprehensive set of integrated solutions and critical service offerings across the operations and logistics, aerospace, training and technology markets to national security, defense, civilian and international clients

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COMPENSATION PHILOSOPHY

The Compensation ~~Committee’s compensation~~Committee has implemented a pay for performance philosophy ~~is to support~~that supports V2X’s business strategy within the principles of competitiveness ~~full disclosure~~ and consistent alignment with long-term value creation. Our philosophy encourages individual and group behaviors that balance risk and reward while supporting sustained growth and earnings performance. A substantial portion of executive compensation is tied to the Company’s ~~internal~~ business, ~~and~~ financial ~~performance~~ and share price ~~performance. If internal business~~performance and ~~financial performance or share price performance falls below identified thresholds, at-risk incentive compensation is reduced or not paid at all. Our~~our compensation philosophy is ~~reflective~~informed by the practices of V2X’s industry and ~~peers, and we will continue~~peers. We continuously seek to ~~seek alignment~~align our compensation program with ~~market trends.~~best practices. The Compensation Committee ~~has the flexibility to establish~~establishes appropriate compensation policies to attract, motivate and retain our executives in the industry in which we operate.

PAY FOR PERFORMANCE

We link a large portion of our NEOs’ compensation to performance. Pay components for ~~our NEOs for 2021~~2022 included base salary, V2X Annual Incentive ~~Plan~~Program (“AIP”) awards and long-term incentive awards, consisting of ~~RSUs and Total Shareholder Return~~total shareholder return (“TSR”) ~~awards.~~awards and time vesting RSUs, for Mr. Prow and Ms. Lynch, our “legacy Vectrus NEOs”. The pay components for our legacy Vertex NEOs for 2022 included base salary, annual incentive awards under both the MIB plan and AIP, as applicable, and RSU awards granted in connection with the Merger (described below).

The ~~2021~~2022 AIP ~~provides~~provided a cash payout if certain financial metrics, including adjusted ~~revenue, adjusted~~ diluted earnings per share, ~~adjusted~~total revenue, new business wins, days sales outstanding, ~~new business wins, as well as~~net debt and individual strategic ~~goals for SVPs and above,~~achievements, were met. The approved ~~2021~~2022 AIP payouts reflected overall achievement between ~~140.1%~~121.0% and ~~146.1%~~141.8% of

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target. The ~~2021~~2022 AIP performance goals, targets, results and actual payouts are discussed in more detail in “Compensation Program Objectives — Primary Compensation Components” below.

The TSR awards represent 50% of the total long-term incentive ~~awards.~~awards to the legacy Vectrus NEOs with the remainder consisting of RSUs. TSR awards align pay with performance by providing a cash long-term incentive linked to the Company’s total shareholder return performance relative to the ~~Aerospace~~aerospace and ~~Defense~~defense companies in the S&P 1500 over a three-year performance period. ~~The~~Upon the Merger, the original three-year performance period for ~~the 2019~~then-outstanding TSR awards ~~concluded~~held by the legacy Vectrus NEOs (granted in 2020) was 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, ~~2021. Payment~~2022 was deemed to be attained at target. The payment for the ~~2019~~2020 TSR awards was made in January ~~2022~~2023 at ~~130.9%~~an overall attainment level of 43.6% of target. Vesting of these awards was not accelerated in connection with the Merger. This program and the performance results for the ~~2019~~2020 awards are discussed in more detail under the “Long-Term Incentive ~~Program—2021~~Program — 2022 Long-Term Incentive Awards” below.

		KEY GOVERNANCE POLICIES AND PRACTICES RELATED TO COMPENSATION:
		WE DO:
		• use an independent compensation consultant selected and hired by the Compensation Committee.
		• pay for both corporate and individual performance.
		• mitigate compensation risk through oversight by the Compensation Committee of the design and ~~appropriate incentives in~~objectives of our ~~balanced~~executive compensation programs.
		• ~~maintain~~utilize equity award agreements that require both consummation of a change in control transaction and termination of employment for accelerated vesting (“double trigger”).
		• ~~use limited perquisites.~~
		• conduct an annual ~~Say-on-Pay~~say-on-pay vote.
		• have a compensation clawback policy that is also embedded in our equity incentive plan, our annual incentive plan and our award agreements.
		• have an anti-hedging and anti-pledging policy.
		• ~~retain~~maintain meaningful stock ownership guidelines for V2X corporate officers and ~~directors.~~Directors.

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		KEY GOVERNANCE POLICIES AND PRACTICES RELATED TO COMPENSATION:
		WE DO:
		• provide in our equity incentive plan for a minimum vesting period of one year for employee equity grants, and generally provide in our employee award agreements for vesting in equal annual installments over a three-year period for our restricted stock unit ~~and stock option~~ awards.

		WE DO NOT:
		• reprice stock options.
		• guarantee minimum bonus payments.
		• provide excessive perquisites.
		• provide tax gross-ups for perquisites or in connection with payments made in the event of a change in control; however, tax ~~protection~~assistance may be provided for costs associated with relocation.
		• provide for automatic base salary increases.
		• have fixed-term employment arrangements with our NEOs; all of our NEOs are at-will employees.
		• provide a traditional pension ~~plan or a supplemental executive retirement~~ plan.

~~INDIVIDUAL EXECUTIVE POSITIONS~~2022 COMPENSATION INFORMATION FOR NEOs

~~COMPENSATION COMPARISONS~~

V2X has been an independent, publicly traded company since September 2014. We ~~work towards setting~~strive to align total target compensation for our NEOs to the median of competitive ~~practice,~~ranges, assuming continued performance of the Company and the ~~executive, subject to cost and affordability.~~executives. The Compensation Committee supports this approach, based on the individual NEO’s experience in their roles, their strong performance and the business conditions impacting the Company. The Compensation Committee, along with ~~its independent compensation consultant,~~the Compensation Consultant (discussed below), annually reviews current market compensation ~~data for determining the path forward in setting the compensation program.~~of our NEOs.

The Compensation Committee reviewed and assessed the performance of the NEOs for ~~2021~~2022 and will continue to review and assess ~~the~~their performance ~~of the President and Chief Executive Officer and the other~~

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~~officers~~ and authorize compensation actions it believes are appropriate and commensurate with relevant competitive data, the Company’s business environment and ~~the approved~~its compensation ~~program.~~philosophy.

~~INDIVIDUAL EXECUTIVE POSITIONS — 2021 COMPENSATION INFORMATION~~

For ~~2021,~~2022, the Compensation Committee approved base salary increases, effective March ~~2021,~~2022, for ~~Messrs.~~Mr. Prow ~~Hathaway, Boyle~~ and ~~Shreves, and Mses.~~Ms. Lynch ~~and Deagle, pursuant to external market data and an assessment of their performance~~ as ~~described below:~~follows:

•

Charles L. Prow: An annual base salary increase of ~~2.5%~~10.5% was approved, bringing his base salary to ~~$769,000. Mr. Prow’s total target compensation remained below the median of the market.~~$850,000.

•

Susan D. Lynch: An annual base salary increase of ~~2.5%~~13.4% was approved, bringing her base salary to ~~$441,000. Ms. Lynch’s total target compensation remained below the median of the market.~~$500,000.

•

~~Susan L. Deagle: An annual~~The Compensation Committee approved the base salary ~~increase of 2.5% was approved, bringing her salary to $410,000. Ms. Deagle’s total target compensation remained slightly above the median of the market.~~

•

~~David A. Hathaway: An annual base salary increase of 2.5% was approved, bringing his salary to $410,000. Mr. Hathaway’s total target compensation remained below the median of the market.~~

•

~~Kevin T. Boyle: An annual base salary increase of 5.5% was approved, bringing his salary to $395,000. Mr. Boyle’s total target compensation remained below the median of the market.~~

•

Kenneth W. Shreves: Mr. Shreves received an annual base salary increase of 6.2% in March 2021. In November 2021, the Supply Chain and Enterprise V2X teams were transitioned under Mr. Shreves’s leadership. His base salary was increased to $400,000. Mr. Shreves’s total target compensation moved slightly above the median of the market.

~~The base salary~~ increases ~~and total compensation, which were approved by the Compensation Committee, were determined~~ following a review of market competitive survey data, as well as the individual’s relevant experience and contributions to the Company. These base salary increases were made to more closely align ~~their~~the executive’s compensation with the median of the competitive ~~market and reflect their individual contributions~~market.

For 2022 (and prior to the ~~Company.~~closing of the Merger), Vertex approved base salary increases for Messrs. Beard and Mendoza, as described below. Mr. Boyington’s annual base salary did not change pre or post-Merger for 2022.

•

William W. Beard: An annual base salary increase of 5.0% was approved, bringing his base salary to $346,777.

•

Richard Mendoza: An annual base salary increase of 5.5% was approved, bringing his base salary to $300,644.

The table below sets out the NEOs’ ~~2021 target compensation for~~2022 final annual base salary ~~annual incentive~~rate, target AIP/MIB award and, with respect to the legacy Vectrus NEOs, target long-term incentive ~~targets~~awards as determined by the Compensation Committee.

~~2021~~

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2022 BASE SALARY AND TARGET INCENTIVE COMPENSATION

Name and Principal Position	2021 Base Salary ($)	Target 2021 AIP Award (% of Base Salary)(1)	Target 2021 Long-Term Incentive Award ($)	Name and Principal Position	2022 Base Salary ($)	Target 2022 Annual Bonus Award (% of Base Salary)(1)	Target 2022 Long-Term Incentive Award ($)
Charles L. Prow President and Chief Executive Officer	769,000	110%	2,100,000	Charles L. Prow President and Chief Executive Officer	850,000	110%	2,500,000
Susan D. Lynch Senior Vice President and Chief Financial Officer	441,000	70%	450,000	Susan D. Lynch Senior Vice President and Chief Financial Officer	500,000	75%	600,000
Susan L. Deagle Senior Vice President, Growth and Enterprise Operations	410,000	65%	390,000	John “Ed” Boyington, Jr.(2) President, Vertex Aerospace LLC	583,000	85%	N/A
David A. Hathaway (Former) Senior Vice President, Vectrus Programs	410,000	65%	390,000	William W. Beard(2) Senior Vice President, Aerospace Solutions	346,777	65%	N/A
Kevin T. Boyle Senior Vice President, Chief Legal Officer and General Counsel	395,000	55%	325,000	Richard Mendoza(2) Senior Vice President and Chief People Officer	300,644	60%	N/A
Kenneth W. Shreves Senior Vice President, Organic Growth and Operational Enablement	400,000	60%	250,000

(1)

This column reflects the target bonus award as a percentage of base salary ~~approved~~ for each NEO for ~~the 2021 AIP award.~~2022. The approved AIP formula for ~~2021~~2022 for legacy Vectrus NEOs was based on performance measures and goals that would pay 100% of target for 100% achievement of the approved goals. The final 2022 annual bonus payments are discussed in more detail below under “2022 AIP Awards Paid in 2023”.

(2)

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Messrs. Boyington, Beard and Mendoza joined the Company with the Merger on July 5, 2022, and did not receive a regular 2022 long-term incentive award. However, the legacy Vertex NEOs did receive RSU awards in connection with the Merger. The RSU awards granted to legacy Vertex NEOs are discussed in more detail below under “Integration Awards to Legacy Vertex NEOs”.

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V2X COMPETITIVE COMPENSATION

In reviewing compensation for the legacy Vectrus NEOs for ~~the 2021 compensation program,~~2022, the Compensation Committee used the general industry market data reflected in the ~~2020~~2021 Willis Towers Watson General Industry Executive Compensation Survey — U.S. Report. Data reviewed included competitive market information for each compensation component and total compensation. The Compensation Committee evaluated and determined target and actual compensation provided to each of our legacy Vectrus NEOs based on a review of the general industry market data, which was adjusted via regression analysis to estimate the competitive market pay levels for a company of our revenue size. In determining executive compensation, the Compensation Committee also considered qualitative information discussed in “Qualitative Considerations” below, individual performance and business conditions in addition to recommendations from V2X’s President and Chief Executive Officer and Senior Vice President and Chief Human Resources Officer.

INDEPENDENT COMPENSATION CONSULTANT

In ~~2021,~~2022, the Compensation Committee continued to retain Pay Governance as its independent compensation consultant (“Compensation Consultant”) to assist the Committee in fulfilling its responsibilities under its ~~Charter,~~charter, the material terms of which are described in this Proxy Statement under “Compensation Committee Responsibilities.” The Compensation ~~Consultant’s engagement leader~~Consultant provided objective expert analyses, assessments, research and recommendations for executive compensation programs, incentives, perquisites and compensation standards. In this capacity, the Compensation Consultant provided services that related solely to work performed for and at the direction of the Compensation Committee, including analysis of material prepared by V2X’s human resources, finance and legal departments for the Compensation Committee’s review. The Compensation Consultant attended ~~each~~eight of the ~~six~~

nine meetings held by the Compensation Committee during ~~2021~~2022 and provided no other services to V2X during ~~2021~~2022 other than those for and at the direction of the Compensation ~~Committee.~~Committee (or, in the case of Non-Management Director compensation, for the Nominating and Governance Committee).

During 2021, V2X’s human resources, finance and legal functions supported the work of the Compensation Committee, provided information, answered questions, and responded to requests from the Compensation Consultant.

The Compensation Committee is directly responsible for the appointment, compensation, and oversight of the Compensation Consultant. The Compensation Committee has the sole authority to retain and terminate the services of its advisors and consultants, including Pay ~~Governance, with respect to compensation matters.~~Governance.

In connection with the engagement of the Compensation Consultant, the Compensation Committee considered various factors bearing on the independence of the Compensation Consultant, including, but not limited to, the following:

•

Provision of other services to V2X by the Compensation Consultant;

•
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•

Business or personal relationships of the Compensation Consultant with members of the Compensation Committee or with executive officers;

•

The Compensation Consultant’s policies and procedures to prevent conflicts of interest;

•

Ownership of V2X common stock by the Compensation Consultant’s engagement leader; and

•

The relative amount of fees received by the Compensation ~~Consultant.~~Consultant from V2X.

The Compensation Committee affirmatively determined the Compensation Consultant was independent and ~~has~~had no conflicts of interest with the Company or the Board of Directors.

During 2022, V2X’s human resources, finance and legal functions supported the work of the Compensation Committee, provided information, answered questions, and responded to requests from the Compensation Consultant.

OUR COMPENSATION CYCLE

The Compensation Committee reviews compensation in detail during the first quarter of each year. This review includes:

•

Annual performance reviews for the prior year;

•

~~Increases~~Consideration of increases in base salary;

•

~~Annual Incentive Plan (bonus)~~Determination of AIP awards earned for the prior year and establishment of target awards for the current year; and

•

~~Long-term~~Determination of long-term incentive target awards for the current year’s awards, including RSUs and TSR awards.

The award date for long-term incentive awards is determined by the Compensation Committee and is typically in March, following the February meeting of the Compensation Committee. ~~Meeting dates for the following year’s regular Board and Committee meetings are scheduled during the prior year.~~ Target TSR awards reflect a three-year performance period beginning on January 1 of the year in which the Compensation Committee approves the award. ~~Participants in the Long-Term Incentive Program receive notification of their awards as soon as reasonably practical after the grant date.~~

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COMPENSATION PROGRAM OBJECTIVES

COMPENSATION OBJECTIVES, PRINCIPLES AND APPROACHES

The V2X compensation program objectives, principles and approaches reflect the Company’s business needs and strategy, as detailed below:

OBJECTIVE

GENERAL PRINCIPLE

APPROACH

Attract, incentivize and retain talented and experienced leaders.

Design an executive compensation program to attract, incentivize and retain high performing executives.

Target total direct compensation approximating the 50th percentile of competitive practice. Review current competitive market compensation to structure ~~movement of~~ NEO compensation toward the competitive median of general industry companies, as adjusted for revenue size.

Align at-risk compensation with corporate and individual performance.

Align the measures of performance in our compensation programs with measures key to the success of our business. If our business succeeds, our shareholders will benefit.

Provide incentive opportunities based on corporate and individual performance to drive shareholder value.

Align at-risk compensation with levels of executive responsibility.

As executives advance in the Company, the ~~leverage~~proportion of at-risk pay relative to fixed pay increases.

Structure NEO compensation so that a substantial portion of compensation is ~~at risk~~at-risk for executives with greater levels of responsibility.

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PRIMARY COMPENSATION COMPONENTS

The primary compensation components for the legacy Vectrus NEOs are depicted in the graph below.

BASE SALARY — Base salary comprises the fixed component of total ~~compensation for Mr. Prow and the other NEOs.~~compensation. Salary is a competitive component of pay that is aligned with the NEO’s position, experience and criticality of the required competencies. It is not a risk-based element of compensation.

~~ANNUAL INCENTIVE PLAN (AIP)~~AIP AWARDS — The Compensation Committee ~~determined that~~is responsible for the ~~four~~administration of the AIP awards. The Compensation Committee identified the corporate metrics ~~noted below would be~~(discussed below) that most closely ~~predictive of optimal~~predict Company’s operating performance in ~~2021~~2022. All AIP awards for ~~V2X. For 2021, 80%~~2022 were granted under the Vectrus, Inc. 2014 Omnibus Incentive Plan now known as the Second Amendment and Restatement of the ~~awards were based on the achievement~~V2X, Inc. 2014 Omnibus Incentive Plan (effective as of ~~these corporate metrics and 20% of the awards were based on the achievement of individual strategic goals.~~October 27, 2022) (the “2014 Omnibus Plan”).

•

ADJUSTED DILUTED EARNINGS PER SHARE ~~(EPS)~~(Adjusted Diluted EPS): ~~This~~ Adjusted Diluted EPS is a market-based metric recognized as a standard by investors and analysts. ~~For 2021 the Compensation Committee used a metric of Adjusted Diluted Earnings per Share, as discussed below.~~

•

TOTAL REVENUE: ~~Revenue~~ Total revenue reflects successful recognition of contracted revenue, recompetes and ~~emphasis on~~emphasizes growth through new revenue streams. ~~Revenue is defined as adjusted revenue as discussed below.~~

•

NEW BUSINESS ~~WINS:~~WINS (NB): Winning new business is a critical focus for our ~~Company. New Business Wins~~Company, and includes any new business contract award notification, ~~during the calendar year,~~ recompetes, contract extensions and add-on work to existing ~~contracts.~~contracts, each occurring during the calendar year.

•

DAYS SALES OUTSTANDING (DSO): DSO is an important operating efficiency metric that measures the number of days it takes to turn accounts receivable into cash. DSO is calculated using a five ~~(5)~~ point average of the DSO for Q4the fourth quarter of the prior year and each of the four quarters of the performance year. ~~DSO~~

•

NET DEBT AT YEAR-END (Net Debt): Net Debt is ~~defined as adjusted DSO, as discussed below.~~

a liquidity metric equal to total short- and long-term debt less cash on hand. We believe net debt is an important measurement because it is part of the Company’s leverage ratio which investors use to analyze and compare to other companies in the same industry.

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INDIVIDUAL STRATEGIC ~~GOALS:~~ACHIEVEMENTS: The use of individual goals balances the executive’s shared responsibility to achieve corporate goals with the desire to motivate the executive to achieve goals within the individual’s specific area of responsibility. The individual goals also reinforce the importance of certain key objectives within the individual’s specific area of responsibility and allow the Compensation Committee to differentiate compensation among these executives based on their individual performance. It also strengthens the executive’s accountability. ~~See~~Details on NEOs’ individual goals are discussed under “Individual Strategic ~~Goals and Results~~Achievements for ~~2021”~~2022” below.

LONG-TERM INCENTIVE AWARDS — The Compensation Committee ~~was~~is responsible for the administration of long-term incentive awards, which comprise RSUs and TSR awards.

AIP CORPORATE OBJECTIVES

In order to retain focus on the ~~AIP~~achievement of the respective financial commitments for ~~2021. The~~both legacy Vectrus and Vertex annual operating plans, the Compensation Committee ~~approved an annual incentive plan design~~revised the 2022 AIP program objectives for the NEOs in connection with the Closing. The revision encompassed the achievement measurement with 50% of the payout assessed on the performance of each NEOs’ legacy company for the entire year and 50% on the performance of the V2X financial plan for the second half of the year.

Legacy Vectrus NEOs’ AIP design comprised adjusted diluted EPS, total revenue, new business ~~as described below.~~wins and DSO for 50% of their performance achievement. The other 50% of the performance achievement for legacy Vectrus NEOs’ AIP design comprised the same factors for the V2X second half financial plan, except that net debt was substituted for DSO. The table below depicts the legacy Vectrus NEOs’ AIP corporate metrics for fiscal year 2022.

		~~2021 AIP METRICS~~				~~PERFORMANCE PERCENTAGE~~
		~~Adjusted Diluted Earnings Per Share (EPS)~~				~~30%~~
		~~Adjusted Revenue~~				~~10%~~
		~~New Business Wins (NBW)~~				~~20%~~
		~~Adjusted Days Sales Outstanding (DSO)~~				~~20%~~
		Individual Strategic Goals*				~~20%~~

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2022 AIP METRICS (LEGACY VECTRUS NEOs)	PERFORMANCE PERCENTAGE (Legacy Vectrus Full Year Financial Results Weighted 50%)	PERFORMANCE PERCENTAGE (V2X Second Half Financial Plan Weighted 50%)
Adjusted Diluted EPS	30%	30%
Total Revenue	10%	10%
New Business Wins	20%	20%
DSO	20%	N/A
Net Debt	N/A	20%
Individual Strategic Achievements*	20%	20%

(*)

The Compensation Committee did not assign a specific weighting to any of the individual goals within that metric, but reviewed each executive’s performance against his or her individual goals in the aggregate.

~~AIP OPERATIONAL OBJECTIVES~~For 2022, 80% of the awards for legacy Vectrus NEOs were based on the achievement of the foregoing corporate metrics and 20% of the awards were based on the individual strategic achievements. These corporate metrics are also depicted in the pie chart below, and the table that follows illustrates minimum, target and maximum payments for each category of the performance metric:

	Adjusted Diluted Earnings Per Share (EPS)*			Adjusted Revenue*			New Business Wins*			Adjusted Days Sales Outstanding (DSO)*			Individual Strategic Goals*				Adjusted Diluted EPS*			Revenue*			New Business Wins			DSO			Net Debt			Individual Strategic Achievements
	Threshold	Target	Maximum	Threshold	Target	Maximum	Threshold	Target	Maximum	Threshold	Target	Maximum	Threshold	Target	Maximum		Min	Tgt	Max	Min	Tgt	Max	Min	Tgt	Max	Min	Tgt	Max	Min	Tgt	Max	Min	Tgt	Max
Performance Percentage of Target	87%	100%	114%	92%	100%	110%	23.8%	100%	145.2%	93.3%	100%	200%	0%	100%	200%	Performance Percentage of Target	82%	100%	114%	92%	100%	110%	40%	100%	180%	93.4%	100%	109.2%	91%	100%	110%	0%	100%	200%
Payout Percentage of Target	50%	100%	200%	50%	100%	200%	1%	100%	200%	2%	100%	200%	0%	100%	200%	Payout Percentage of Target	50%	100%	200%	50%	100%	200%	25%	100%	200%	16.7%	100%	200%	10%	100%	200%	0%	100%	200%

(*)

For performance results between the minimum and maximum thresholds, the performance percentage achieved for that metric iswas calculated on a non-linear slope pre-approved by the Compensation Committee for the performance year. Actual ~~results may~~payout percentages for each metric could range from zero to 200% of target.

~~2021 AIP AWARDS PAID IN 2022~~

~~In evaluating~~The legacy Vertex NEOs continued with the discretionary element of the 2021 Annual Incentive Plan, the Committee first considered and evaluated Mr. Prow’s self-assessment and his detailed assessment of the NEOs’ performance against their individual discretionary goals. In addition, the Committee considered the significant effortsVertex MIB plan design, based on the ~~part~~Vertex full year performance for the first 50% of their payout assessment. The MIB plan included one financial metric, adjusted EBITDA performance. The legacy Vertex NEOs also participated in the ~~management team to deliver~~AIP with the ~~following results:~~

•

~~2021 revenue growth~~same second half performance metrics described above for legacy Vectrus NEOs for the second 50% of ~~+28% Y/Y to $1,784 million~~

•

~~2021 Operating income of $62.0 million; Adjusted EBITDA margin of 4.7%~~

•

~~2021 Adjusted diluted EPS for compensation purposes of $3.96~~

their AIP performance.

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•
2022 AIP AWARDS PAID IN 2023

~~Backlog of $5.0 billion, which continues to provide topline visibility~~Legacy Vectrus NEOs

50% AIP Pay Component (with DSO)

•

~~Several new wins expanding market and geographic diversity~~

•

~~Strong 2021 operating cash flow generation of $61.3M~~

~~These results were considered along with each individuals unique contributions to these results. Individual Strategic Goal Achievement resulted in this~~The table below sets forth the pay component, ~~award from 22% to 28% of each NEO’s target annual incentive award.~~

		~~PAY COMPONENT — 2021 ANNUAL INCENTIVE PLAN (AIP)~~
		~~PERFORMANCE DURING 2021~~				~~ACTUAL PAYOUT~~
		• ~~Adjusted Diluted Earnings Per Share = $3.96 (versus the Compensation Committee-approved target of $3.65) (weighted 30%)~~				~~The Compensation Committee approved an actual bonus payout of between 140.1% and 146.1% of target. Achievement of financial goals was confirmed by our independent auditor.~~
		• ~~Adjusted Revenue = $1,783.7 million (versus the Compensation Committee-approved target of $1,683.2 million) (weighted 10%)~~
		• ~~New Business Wins = $560.9 million (versus the Compensation Committee-approved target of $210.0 million) (weighted 20%)~~
		• ~~Adjusted Days Sales Outstanding (DSO) = 69.5 (versus the Compensation Committee-approved target of 68.0) (weighted 20%)~~
		• ~~Individual Strategic Goals: As approved by the Compensation Committee (weighted 20%) for the Chief Executive Officer and SVPs.~~

~~The~~applicable performance and payout percentages ~~for each component~~ of the 2022 AIP ~~were as follows:~~for legacy Vectrus NEOs that comprised 50% of their total AIP payment.

Metric (all $ amounts in millions, except per share data and DSO)	Performance Target at 100.0% Payment and Weighting(1)		2021 Performance	Performance Percentage of Target	Payout Percentage of Target(1)	Weighted Attainment	Metric (all $ amounts in millions, except per share data and DSO)	Performance Target at 100.0% Payment and Weighting(1)		2022 Performance	Performance Percentage of Target	Payout Percentage of Target(1)	Weighted Attainment
Adjusted Diluted Earnings Per Share	$3.65	30.0%	$3.96	108.5%	160.7%	48.2%	Adjusted Diluted EPS	$3.72	30.0%	$4.16	112.0%	186.2%	55.9%
Adjusted Revenue	$1,683.2	10.0%	$1,783.7	106.0%	158.8%	15.9%	Total Revenue	$1,818.5	10.0%	$1,982.4	109.0%	190.1%	19.0%
New Business Wins	$210.0	20.0%	$560.9	267.1%	200.0%	40.0%	New Business Wins	$267.0	20.0%	$300.6	112.6%	115.8%	23.2%
Adjusted Days Sales Outstanding	68.0	20.0%	69.5	97.8%	70.1%	14.0%	DSO	71.0	20.0%	71.4	99.4%	93.3%	18.7%
Individual Strategic Goals (discussed below)		20.0%		100.0%		20.0%	Individual Strategic Achievements (discussed below)		20.0%		120.0%		25.0%

(1)

Attainment of all of the ~~2021~~2022 AIP performance goals at target would result in a payout of 100% of target.

50% AIP Pay Component (with Net Debt)

The table below sets forth the pay component, applicable performance and payout percentages of the 2022 AIP for the legacy Vectrus NEOs that comprised the other 50% of their total AIP payment.

Metric (all $ amounts in millions, except per share data and DSO)	Performance Target at 100.0% Payment and Weighting(1)		2022 Performance	Performance Percentage of Target	Payout Percentage of Target(1)	Weighted Attainment
Adjusted Diluted EPS	$1.41	30.0%	$1.55	109.9%	171.9%	51.6%
Total Revenue	$1,911.9	10.0%	$1,936.3	101.3%	112.7%	11.3%
New Business Wins	$269.4	20.0%	269.4	100.0%	100.0%	20.0%
Net Debt	$1,209.5	20.0%	$1,220.7	99.1%	90.7%	18.1%
Individual Strategic Achievements (discussed below)		20.0%		120.0%		25.0%

(1)

Attainment of all the 2022 AIP performance goals at target would result in a payout of 100% of target.

Legacy Vertex NEOs

50% Cash Bonus Component (MIB)

The table below sets forth the pay component, applicable performance and payout percentages of the 2022 MIB for legacy Vertex NEOs that comprised 50% of their total cash bonus payment. In addition, the MIB contemplated a discretionary amount based on individual strategic achievement as discussed below.

		Metric (all $ amounts in millions, except per share data and DSO)				Performance Target at 100.0% Payment and Weighting								2022 Performance				Performance Percentage of Target				Payout Percentage of Target				Weighted Attainment
		Adjusted EBITDA				$198				100.0%				$192.7				97.3%				91.1%				91.1%

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50% Cash Bonus Component (AIP)

The table below sets forth the pay component, applicable performance and payout percentages of the 2022 AIP for the legacy Vertex NEOs that comprised the other 50% of their total cash bonus payment.

Metric (all $ amounts in millions, except per share data and DSO)	Performance Target at 100.0% Payment and Weighting(1)		2022 Performance	Performance Percentage of Target	Payout Percentage of Target(1)	Weighted Attainment
Adjusted Diluted EPS	$1.41	30.0%	$1.55	109.9%	171.9%	51.6%
Total Revenue	$1,911.9	10.0%	$1,936.3	101.3%	112.7%	11.3%
New Business Wins	$267.0	20.0%	267.0	100.0%	100.0%	20.0%
Net Debt	$1,209.5	20.0%	$1,220.7	99.1%	90.7%	18.1%
Individual Strategic Achievements (discussed below)		20.0%		120.0%		20.0%-28.0%

(1)

Attainment of all the 2022 AIP performance goals at target would result in a payout of 100% of target.

Full Year Cash Bonus Component

The following table provides the calculation of the 2022 AIP and MIB awards, as applicable, paid to the NEOs with respect to 2022 performance. Please note that the sum of components may differ from actual award amounts due to rounding.

Name	Base Salary (a)($)	Annual Incentive Target as a Percent of Base Salary (b)(1)	Adjusted EBITDA	Adjusted Diluted EPS Achieved	Revenue Percent Achieved	New Business Wins Percent Achieved	DSO/Net Debt Percent Achieved	Individual Goals/ Performance Percent Achieved(2)	Approved Total Performance Percent Payout (c)	Actual 2022 AIP Awards (a)x(b)x (c)x50% ($)(3)
Charles L. Prow (Legacy VEC Goal – 50% weighting)	850,000	110	NA	55.9	19.0	23.2	18.7	25.0	141.8	662,915
Charles L. Prow (V2X Goal – 50% weighting)	850,000	110	NA	51.6	11.3	20.0	18.1	25.0	126.0	589,050
Susan D. Lynch (Legacy VEC Goal – 50% weighting)	500,000	75	NA	55.9	19.0	23.2	18.7	25.0	141.8	265,875
Susan D. Lynch (V2X Goal – 50% weighting)	500,000	75	NA	51.6	11.3	20.0	18.1	25.0	126.0	236,250
John “Ed” Boyington, Jr. (Legacy VTX Goal – 50% weighting)	583,000	85	91.1	NA	NA	NA	NA	36.4	127.5	316,044
John “Ed” Boyington, Jr. (V2X Goal – 50% weighting)	583,000	85	NA	51.6	11.3	20.0	18.1	25.0	126.0	312,228
William W. Beard (Legacy VTX Goal – 50% weighting)	346,777	65	91.1	NA	NA	NA	NA	36.4	127.5	143,738
William W. Beard (V2X Goal – 50% weighting)	346,777	65	NA	51.6	11.3	20.0	18.1	28.0	129.0	145,383

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Name	Base Salary (a)($)	Annual Incentive Target as a Percent of Base Salary (b)(1)	Adjusted EBITDA	Adjusted Diluted EPS Achieved	Revenue Percent Achieved	New Business Wins Percent Achieved	DSO/Net Debt Percent Achieved	Individual Goals/ Performance Percent Achieved(2)	Approved Total Performance Percent Payout (c)	Actual 2022 AIP Awards (a)x(b)x (c)x50% ($)(3)
Richard Mendoza (Legacy VTX Goal – 50% weighting)	300,644	60	91.1	NA	NA	NA	NA	36.4	127.5	115,041
Richard Mendoza (V2X Goal – 50% weighting)	300,644	60	NA	51.6	11.3	20.0	18.1	20.0	121.0	109,142

(1)

This column reflects the target percent of base salary approved for each NEO for his or her 2022 annual cash bonus. The approved formula for 2022 was based on performance measures and goals that would pay 100% of target for 100% achievement of the approved goals.

(2)

The Compensation Committee evaluated the extent to which the NEOs achieved their individual strategic achievements as described under “Individual Strategic Achievements for 2022” below.

(3)

Messrs. Boyington’s, Beard’s and Mendoza’s 2022 cash bonus award payment reflects performance achieved under the Vertex MIB plan (50% weighting) and performance achieved for 2022 under the V2X AIP (50% weighting).

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 2022 AIP.

“Adjusted Diluted ~~Earnings Per Share”~~EPS” is a non-GAAP measure and is defined as net income, adjusted to exclude items that may include, but not limited to, other income, significant charges or credits that impact the current results that are not related to our ongoing operations and unusual and infrequent non-operating items or adjustments, such as excluding the impact of acquisitions in the year of the acquisition and the exclusion of ~~Merger~~merger and ~~Acquisition~~acquisition costs, integration costs, and pre-operational legal costs, divided by the average diluted common shares outstanding, if unplanned.

“~~Adjusted~~Total Revenue” is a non-GAAP measure and is defined as GAAP Revenue, adjusted to exclude the impact of acquisitions in the year of the acquisition, if unplanned.

“~~Adjusted Days Sales Outstanding”~~Net Debt” is a non-GAAP measure and is defined as GAAP total short- and long-term debt less cash on hand.

“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.

“DSO” is defined as reported DSO, adjusted to exclude the impact of acquisitions in the year of the acquisition, if unplanned.

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						~~Year Ended December 31, 2021~~
		~~(in millions)~~				~~Adjusted Revenue~~
		~~Reported GAAP Revenue~~				~~$1,783.7~~
		~~Comparable 2021 Performance Revenue~~				~~$1,783.7~~

						~~Year Ended December 31, 2021~~
		~~(in millions, except for share data)~~				~~Adjusted Diluted Earnings Per Share~~
		~~Reported GAAP Net Income~~				~~$45.7~~
		~~Other Misc Performance Adjustments~~				~~$1.1~~
		~~Comparable Performance Adjusted Net Income~~				~~$46.8~~
		~~Reported GAAP Diluted Earnings Per Share~~				~~$3.86~~
		~~Other Misc Performance Adjustments on an EPS~~				~~$0.10~~
		~~Comparable Performance Earnings Per Share~~				~~$3.96~~

~~The following table illustrates the calculation of the 2021 AIP awards paid to the NEOs in 2022. (Sum of components may differ from actual award amounts due to rounding.)~~

Name
Base
Salary
(a) ($)

Annual
Incentive
Target
as a
Percent
of Base
Salary
(b)(1)

Adjusted
Diluted
Earnings
Per Share
Percent
Achieved

Adjusted
Revenue
Percent
Achieved

New
Business
Wins
Percent
Achieved

Adjusted
Days
Sales
Outstanding
Percent
Achieved

Individual
Goals/
Performance
Percent
Achieved(2)

Approved
Total
Performance
Percent
Payout
(d)

Actual
2021 AIP
Awards
(a)x(b)x(d)
($)(3)

Charles L. Prow 769,000 110 48.2 15.9 40.0 14.0 22.0 140.1 1,185,106
Susan D. Lynch 441,000 70 48.2 15.9 40.0 14.0 28.0 146.1 451,011
Susan L. Deagle 410,000 65 48.2 15.9 40.0 14.0 28.0 146.1 389,357
David A. Hathaway 410,000 65 — — — — — — —
Kevin T. Boyle 395,000 55 48.2 15.9 40.0 14.0 24.0 142.1 308,713
Kenneth W. Shreves 400,000 60 48.2 15.9 40.0 14.0 25.0 143.1 343,440

~~(1)~~

This column reflects the target percent of base salary approved for each NEO for his or her 2021 annual incentive award. The approved annual incentive plan formula for 2021 was based on performance measures and goals that would pay 100% of target for 100% achievement of the approved goals.

~~(2)~~

The Compensation Committee evaluated the ~~extent~~individual NEOs’ strategic accomplishments and achievements as described below to ~~which Messrs. Prow, Boyle and Shreves and Mses. Lynch and Deagle achieved~~determine their individual ~~strategic goals. See tables below.~~performance.

~~(3)~~

~~Mr. Hathaway’s employment with the Company ended on September 3, 2021.~~

~~Individual Strategic Goals and Results for 2021~~

Entering into the second year of the COVID-19 pandemic, the Compensation Committee approved a series of discretionary goals that, while some were led by specific executives, required concrete effort and accountability across our entire senior leadership team for execution. These goals are listed below. Mr. Prow’s discretionary goals encompassed all of the items in the table below.

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		Charles L. Prow
		~~Goal Description~~
		~~Operate a Global Talent Chain to generate seamless and cost-effective delivery of talent to our programs.~~
		~~Create a global architecture to provide a consistent geographic strategy driving revenue growth and cost synergy.~~
		~~Create a Chief Medical Officer function and vaccinate V2X employees.~~
		~~Mature and evolve our supply chain, operational technology and business partner models to drive revenue and profit.~~
		~~Penetrate new markets to expand growth opportunities.~~
		~~Formalize Client Engagement roadmap driving improved relationships, win rates, base expansion, CPAR ratings and award scores.~~
		~~Harden M&A processes and roadmap to drive better outcomes and identification of assets.~~
		~~Drive financial model maturation to provide higher value.~~
		~~Advance our enterprise metrics to improve the operation of our business.~~
		~~Continually evolve our culture through succession planning, employee engagement, safety, DEI and life support.~~

~~Individual Performance Assessment.~~In evaluating Mr. Prow’s performance, the Compensation Committee considered the following key factors:

•

~~Drove total revenue growth of 27.8%~~Successfully negotiated, signed and ~~9.5% organic revenue growth~~closed the Merger transaction.

•

~~Continued~~Met or exceeded all original financial metrics for the ~~implementation of our new ERP systems and improved their operational effectiveness.~~Company.

•

~~Integrated two acquisitions in 2021~~Successfully integrated Vertex and ~~achieved positive win-rates~~Vectrus from Closing through year-end and prepared the Company for ~~organic growth.~~the next phase of integration starting January 1, 2023.

•

~~Developed~~Maintained a ~~detailed long-term profit roadmap to expand margins in 2021~~high level of client and ~~beyond.~~staff visibility throughout the Merger.

•

~~Successfully reached full operational capability on~~Maintained a high level of investor and analyst visibility following the ~~Kuwait and Iraq LOGCAP V task orders and began transition on~~Merger which contributed to the ~~LOGCAP V Kwajalein task order despite COVID-19 pandemic-related delays.~~addition of two new analysts who cover our stock.

•

~~Started up five other substantive contracts/task orders.~~

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Recruited and promoted executive talent, and identified and assessed next generation and emerging talent, with continued focus on the Company’s diversity and professional development initiatives. Expanded our talent across programs and business advisories to drive results.

•

~~Led succession planning for key positions, promoted from within to lead diversity initiatives, and strengthened employee engagement efforts.~~

•

~~Reduced injury frequency and severity rates, demonstrated a strong commitment to leaders in labor and life support programs, and executed COVID-19 response measures.~~

Susan D. Lynch

Along with driving growth in revenue, profit and EPS and increasing the focus on DSO’s, Ms. Lynch was charged with leading the financial model maturation, driving development and tracking of our progress against our key financial metrics, advancing our enterprise metrics, and continuing the implementation of the ERP system. Her support of our organic and inorganic growth, in addition to our M&A process hardening was also key.

~~Individual Performance Assessment~~.In evaluating Ms. Lynch’s performance, the Compensation Committee considered the following key factors:

•

~~Successfully grew~~Completed the ~~level of talent~~Merger, assuming role as CFO on July 5, and ~~matured all~~standing up an integrated finance ~~functions from a leadership and personnel depth perspective.~~team on Day 1.

•

~~Continued~~Met or exceeded all original financial metrics for the ~~implementation of our new ERP systems and improved their operational effectiveness.~~Company.

•

~~Drove cycle time reduction in the close process.~~Completed all Merger-related SEC filings on or ahead of schedule.

•

~~Drove both performance~~Completed purchase accounting and ~~cultural changes in DSO performance.~~

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•

~~Partnered with operations to execute on a profit roadmap.~~conformed accounting policies.

•

~~Executed on acquisition synergies and IT system roadmap.~~Developed critical analytics to support a successful inaugural V2X quarterly earnings call starting from the third quarter.

•

~~Drove enterprise system enhancements.~~Led the development of the inaugural Annual Operating Plan and 5-Year Strategic Plan post-Merger.

•

~~Drove tax efficiencies.~~Increased capital capacity and extended capital durations to complete the Merger.

•

Maintained, motivated, recruited and retained a highly talented financial leadership team.

~~Susan L. Deagle~~John “Ed” Boyington, Jr.

Accountable for growth across the enterprise, Ms. Deagle was also instrumental in the development of our global talent chain, strategic development of our global presence, DEI initiatives as the co-chair of our DEI council, and talent development through her support of program teams and succession planning in the field.

~~Individual Performance Assessment~~.In evaluating ~~Ms. Deagle’s~~Mr. Boyington’s performance, the Compensation Committee considered the following key factors:

•

~~Improved metrics on days-to-hire in both our OCONUS and CONUS business despite COVID-19 challenges domestically and in our host nations.~~As the CEO of Vertex prior to the Merger, led the Company’s successful Merger with Vectrus.

•

~~Matured our global~~Led the successful integration of the acquired Raytheon business ~~footprint with the development of a business development and business advisory presence in key geographic regions.~~lines into Vertex.

•

~~Refined our M&A processes to improve target identification~~Ensured the Company met its synergy and ~~due diligence execution.~~financial commitments.

•

~~Led~~Developed the ~~integration~~strategic vision and planning that led to the successful wins of ~~two acquisitions~~the Naval Test Wing Atlantic, T-45, AIMD and ~~the achievement of synergies.~~

•

~~Improved client engagement strategy, drove above average market win rates and continued to build relationships across the shareholder and investor base.~~

•

~~Led the global business architecture strategy development.~~Navy C-12 contracts.

~~Kevin T. Boyle~~William W. Beard

Mr. Boyle contributed in numerous ways to our success this year, including driving some of our partner-based business models, facility cost savings, hardening of our ethics function, and hardening of the M&A processes from a legal perspective.

~~Individual Performance Assessment~~.In evaluating Mr. ~~Boyle’s~~Beard’s performance, the Compensation Committee considered the following key factors:

•

~~Led a cost reduction effort to relocate our Northern Virginia offices to a more central and advantageous location.~~Assumed the additional leadership role of co-integration leader for V2X while retaining the role of COO for Vertex.

•

~~Expanded~~Delivered growth across Vertex, leading to the ~~legal team talent~~eventual win of Naval Test Wing Atlantic and ~~expertise.~~achieving 100% success on all re-compete contracts.

•

Led ~~legal M&A due diligence.~~the successful integration of the Technology and Training Solutions (“TTS”) division into Vertex with no customer disruption, while meeting financial and operational commitments.

•

~~Completed roll out~~Successfully initiated both Naval Test Wing Atlantic and Global Strike contact wins with a high level of ~~upgraded, scalable and proactive ethics and compliance program.~~

•

~~Sustained achievement of our goals related to culture overall.~~customer satisfaction.

~~Kenneth W. Shreves~~Richard Mendoza

Mr. Shreves is a key contributor to our organic enterprise growth. He has built a strong team responsible for identifying new business, establishing relationships and supporting base expansion efforts.

~~Individual Performance Assessment~~.In evaluating Mr. ~~Shreves’s~~Mendoza’s performance, the Compensation Committee considered the following key factors:

•

~~Continued organic growth, driving revenue growth rate across~~Assumed the ~~board.~~role of Chief People Officer for V2X at Closing, and established an organization that successfully supported the ongoing operations of the combined V2X company. Fully integrated the People Operations Business Advisory function.

•

~~Fostering of new markets~~Guided his team to realize significant cost savings by strategically aligning benefit plans and ~~new clients and partners from the Zenetex acquisition, resulting~~platforms in ~~continued wins and partnering opportunities accessing the aviation MRO opportunity set.~~2022.

•

~~Client mapping~~Led a competitive labor and ~~relationship development, including adding talent across the team to drive increased customer touchpoints~~benefits pricing strategy for all program pursuits and ~~intimacy.~~subsequent 100% win rate.

•

~~Key contributions to our base expansion strategies and results.~~Managed the Transition Service Agreement support of the acquired Raytheon TTS team in the areas of talent acquisition, benefits & payroll services.

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•

~~Leadership of key initiatives such as supply chain~~Led 13 labor relations cost strategy planning and ~~enterprise V2X, and the~~collective bargaining agreement (“CBA”) negotiations all within financial targets. Zero disruptions to business ~~models that accompany these initiatives.~~operations due to any labor dispute within 54 CBAs representing over 5,400 employees.

LONG-TERM INCENTIVE PROGRAM

~~2021~~2022 LONG-TERM INCENTIVE AWARDS (for Legacy Vectrus NEOs)

Long-term incentive awards are intended to directly tie long-term compensation to long-term value creation and shareholder return. The ~~2021~~2022 long-term incentive program ~~provided for a combination~~was comprised of TSR awards and RSUs ~~to comprise the total long-term incentive award~~ for each legacy Vectrus NEO. These components are incentives for absolute stock price performance and appreciation as well as TSR performance relative to the specific group of companies referenced below. The Compensation Committee set vesting terms for RSUs ~~based on~~informed by the Compensation Consultant’s review and guidance regarding current competitive practice and its assessment of appropriate vesting terms and conditions for V2X. In determining the total long-term incentive award for each NEO, the Committee also considered individual performance.

The Compensation Committee weighted the ~~2021~~2022 long-term incentive awards as follows: 50.0% for TSR and 50.0% for RSUs.

The ~~2021~~2022 long-term incentive awards for ~~all~~legacy Vectrus NEOs were granted on March ~~4, 2021.~~10, 2022. A valuation based on our share price as of the grant date was used to determine the number of RSUs granted pursuant to this allocation. The number of RSUs granted on March ~~4, 2021~~10, 2022 was based on ~~$58.28,~~$36.09, the closing price of V2X common stock on the grant date.

The following table sets forth the value of ~~2021~~ long-term incentive award amounts for the NEOs granted during ~~2021,~~2022, as determined by the Compensation Committee.

Name	Restricted Stock Unit Award Value ($)	Restricted Stock Unit Awards (# of Units)	Relative Total Shareholder Return Target Award ($)	Name	Restricted Stock Unit Award Value ($)	Restricted Stock Unit Awards (# of Units)	Relative Total Shareholder Return Target Award ($)
Name	Represents 50% of total award value		Represents 50% of total award value	Name	Represents 50% of total award value		Represents 50% of total award value
Charles L. Prow	1,050,000	18,016	1,050,000	Charles L. Prow	1,250,000	34,636	1,250,000
Susan D. Lynch	225,000	3,861	225,000	Susan D. Lynch	300,000	8,313	300,000
Susan L. Deagle	195,000	3,346	195,000
David A. Hathaway	195,000	3,346	195,000
Kevin T. Boyle	162,500	2,788	162,500
Kenneth W. Shreves	125,000	2,145	125,000

RESTRICTED STOCK UNIT COMPONENT (for Legacy Vectrus NEOs)

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.~~offers (as applicable). Grants of RSUs provide executives with stock ownership of unrestricted shares after the

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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 ~~2021~~2022 vest in one-third annual installments on the first, second and third anniversaries of the grant date.

~~RELATIVE TOTAL SHAREHOLDER RETURN (TSR) AWARD COMPONENT~~

The TSR performance design for 2021—2023 compares the Company’s TSR performance relative to the TSR performance of the Aerospace and Defense companies in the S&P 1500 Index. In designing the program, the Compensation Committee determined that this would be an appropriate index for V2X to be measured against for relative total shareholder return performance. The Compensation Committee also determined to measure performance in a balanced manner with the following four performance periods weighted equally at 25%:

~~January 1, 2021 through December 31, 2021;~~
~~January 1, 2022 through December 31, 2022;~~
~~January 1, 2023 through December 31, 2023; and~~
~~January 1, 2021 through December 31, 2023.~~

~~The actual award payout factor will be determined based on the average of the payout factors for each of the four performance periods, determined as follows:~~

		~~If the Company’s TSR performance relative to that of the Aerospace and Defense companies in the S&P~~ ~~1500 Index is:~~				~~The Payout~~ ~~Factor is:~~
		~~Less than the 35th percentile~~				0%
		~~At the 35th percentile~~				~~50%~~
		~~At the 50th percentile~~				~~100%~~
		~~At the 80th percentile~~				~~200%~~

~~Actual results between the 35th percentile and the 80th percentile will be interpolated.~~

~~The potential award payout is capped at 200% of the target award as the Compensation Committee believes that having a cap helps mitigate excessive or inappropriate risk-taking.~~

~~V2X TOTAL SHAREHOLDER RETURN AWARDS GRANTED IN 2019~~

The Compensation Committee approved and granted the 2019 TSR awards in March 2019. The awards were subject to a three-year performance period beginning January 1, 2019 through December 31, 2021 and measured in four individual periods, weighted equally, as follows: January 1, 2019 – December 31, 2019; January 1, 2020 – December 31, 2020; January 1, 2021 – December 31, 2021; and January 1, 2019 – December 31, 2021.

Following the end of the three-year performance period, V2X TSR performance was calculated for each of the four individual periods, relative to the Aerospace and Defense companies in the S&P 1500. Results are indicated below:

~~Individual Performance Period~~

~~V2X Percentile—Performance~~
~~vs. Aerospace & Defense~~
Companies in the S&P 1500*

~~Payout Factor~~

~~January 1, 2019 – December 31, 2019~~

~~100.0 percentile~~

~~200.0%~~

~~January 1, 2020 – December 31, 2020~~

~~57.1 percentile~~

~~123.7%~~

~~January 1, 2021 – December 31, 2021~~

~~15.0 percentile~~

~~0.0%~~

~~January 1, 2019 – December 31, 2021~~

~~85.0 percentile~~

~~200.0%~~

~~Average Payout Factor:~~

~~130.9%~~

~~(*)~~

Performance below the 35th percentile rank versus the Aerospace and Defense companies in the S&P 1500 Index results in a 0% Payout Factor for the applicable performance period. Payout percentages for performance between the 35th and 80th percentile rank are interpolated.

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RELATIVE TOTAL SHAREHOLDER RETURN AWARD COMPONENT (For Legacy Vectrus NEOs)

Upon the Merger, the original three-year performance period for the TSR awards granted in 2022 was separated into two components in accordance with the existing change in control provisions in the TSR agreements that 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. Vesting of these 2022 awards was not accelerated in connection with the Merger.

Following certification of V2X performance for the ~~2019~~2020 TSR awards, the Compensation Committee approved payouts in January ~~2022~~2023 at ~~130.9%~~43.6% of the target ~~award. Payments in January 2022 to the NEOs were~~award as follows:

Name	2019 Target Award ($)	Payout at 130.9% ($)	Name	2020 Target Award ($)	Payout at 43.6% ($)
Charles L. Prow	800,000	1,047,200	Charles L. Prow	950,000	414,105
Susan D. Lynch	225,000	294,525	Susan D. Lynch	225,000	98,078
Susan L. Deagle	125,000	163,625
David A. Hathaway	125,000	—
Kevin T. Boyle	125,000	163,625
Kenneth W. Shreves	80,000	104,720

~~Mr. Hathaway~~The legacy Vertex NEOs did not receive a ~~2019~~2020 TSR ~~award payout because his employment~~award.

INTEGRATION AWARDS TO LEGACY VERTEX NEOs

The legacy Vertex NEOs joined the Company at the Closing and did not receive a regular 2022 long-term incentive award. Upon the Closing, the legacy Vertex NEOs received a one-time grant of RSU awards (the “Vertex Merger Grant”). The amounts and terms of these awards were negotiated in connection with the ~~Company ended on September 3, 2021. TSR awards~~Merger and are ~~discussed~~reported in ~~more detail above at “Relative Total Shareholder Return (TSR) Award Component.”~~

the table in “Grants of Plan-Based Awards in 2022” below and the accompanying footnotes.

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POST-EMPLOYMENT COMPENSATION

The V2X 401(k) employer match contribution is 50% up to 8% of employee-elected deferrals based upon annual base compensation. All contributions are 100% vested.

V2X also established and maintains a non-qualified, unfunded Vectrus Systems Corporation Excess Savings Plan to provide key employees an opportunity to earn benefits in excess of the benefits that may be earned under the Vectrus 401(k) Plan. This plan is discussed in more detail in ~~“Non-qualified~~“Non-Qualified Deferred Compensation for ~~2021”~~2022” below.

SEVERANCE PLAN
ARRANGEMENTS

The plans discussed below are described in more detail in “Payments Upon Termination or Change in Control.” The severance plans apply to key V2X employees as defined by Code Section 409A. The V2X severance plan arrangements are not considered in determining other elements of compensation. All of the ~~V2X~~ NEOs were covered under the Senior Executive Severance ~~Play~~Pay Plan, and the Legacy Vectrus NEOs were covered under the Special Senior Executive Severance Pay ~~Plan.~~Plan (which do not provide overlapping payments and benefits in the event of a qualifying termination).

SENIOR EXECUTIVE SEVERANCE PAY PLAN

The purpose of this plan is to provide a period of transition for senior ~~executives. Senior~~executives if the Company terminates the senior executive’s employment without cause. Certain senior executives who are U.S. citizens or who are employed in the United States are covered by this plan. ~~The plan generally provides for severance~~

Severance payments ~~if the Company terminates a senior executive’s employment without cause.~~are not made in instances where:

~~The exceptions to severance payments are:~~

•

the executive terminates his or her own employment;

•

the executive’s employment is terminated for cause; or

•

if the executive accepts employment or refuses comparable employment with a purchaser in a divestiture situation.

No severance is provided for termination for cause because the Company believes employees terminated for cause should not receive additional compensation. No severance is provided where an executive accepts or refuses comparable employment in a divestiture situation because the executive had the opportunity to receive employment income from another party under comparable circumstances. All of the NEOs are covered under this plan.

SPECIAL SENIOR EXECUTIVE SEVERANCE PAY PLAN

~~The purpose of this~~This plan ~~is to provide~~provides compensation in the case of a qualifying termination of employment in

connection with an Acceleration Event ~~(defined~~(described in “Payments Upon Termination or Change in Control”). ~~The provisions of this plan are specifically designed to address the inability of senior executives to influence the Company’s future performance after certain change in control events.~~ The plan is structured to encourage executives to act in the best interests of shareholders by providing for certain compensation and retention benefits and payments, including change in control provisions, in the case of an Acceleration Event.

The purposes of these provisions are to:

•

provide for continuing cohesive operations as executives evaluate a transaction, which, without

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change in control protection, could be personally adverse to the executive;

•

keep executives focused on preserving value for shareholders;

•

retain key talent in the face of potential transactions; and

•

attract talented employees in the competitive marketplace.

As discussed above, this plan provides severance benefits for covered executives, including any Legacy Vectrus NEO whose employment was terminated by the Company without cause, or where the covered executive terminated his or her employment for good reason within two years after the occurrence of an ~~acceleration event~~Acceleration Event as described below ~~(including~~(generally excluding a termination due to death or disability) or if ~~during the two-year period following an Acceleration Event, the covered executive had grounds to resign with good reason or~~ the covered executive’s employment was terminated under certain circumstances in contemplation of an Acceleration Event that ultimately occurred.

The plan is designed to put the executive in the same position for a period of time from a compensation and benefits standpoint, as he or she would have been in without a termination related to the Acceleration Event. With respect to ~~incentive plan~~AIP awards, since the executive would no longer have the ability to influence the corporate objectives upon which the awards were based, the plan provides that any AIP awards be paid to the executive at target.

CHANGE IN CONTROL
ARRANGEMENTS

As described more fully in “Payments Upon Termination or Change in Control,” the Compensation Committee has provided for treatment of short-term and long-term incentive plans, severance arrangements and the excess savings plan upon a change in control.

EMPLOYEE BENEFITS ~~AND PERQUISITES~~

V2X executives are eligible to participate in V2X’s broad-based employee benefits programs, including medical, dental, vision coverage, and other specified benefit plans according to the plan documents.

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PERQUISITES FOR NEOs

V2X provides only those perquisites that it considers to be reasonable and consistent with competitive practice. The Compensation Committee continues to review benefits and perquisites to assure they are reasonable and consistent with competitive practice.

Legacy Vertex NEOs, and their spouses, were eligible for a Company provided executive physical benefit. In addition, Vertex provided Mr. Boyington with supplemental life insurance coverage and Messrs. Beard and Mendoza with supplemental life and AD&D insurance coverage.

OTHER CONSIDERATIONS AND POLICIES

COMPENSATION CLAWBACK POLICY

The Board of Directors has adopted a compensation clawback policy to provide for recoupment of performance-based compensation if the Board of Directors determines that a senior executive has engaged in fraud or willful ~~misconduct.~~misconduct that caused or otherwise contributed to the need for a material restatement of the Company’s financial results. This would include annual cash incentive and bonus awards and all forms of equity-based compensation to the extent such awards are performance-based. If, in the Board of Directors’ view, the compensation related to V2X’s financial performance would have been lower if it had been based on the restated results, the Board of Directors will, to the extent permitted by applicable law, seek recoupment from that senior executive of any portion of such compensation as it deems appropriate after a review of all relevant facts and circumstances. The NEOs, Senior Vice Presidents, Corporate Vice Presidents, executives who are direct reports to the President and CEO and their direct reports are covered by this policy. The compensation clawback policy will be timely revised to extent required by listing standards to be issued by the New York Stock Exchange.

EQUITY GRANT POLICY — CONSIDERATION OF MATERIAL NON-PUBLIC INFORMATION

V2X equity-based awards granted to NEOs, senior and other executives, and equity-based awards granted to Directors, are awarded and priced on the same date as the approval date or a subsequent date approved by the Compensation Committee for administrative reasons. V2X may also make equity-based grants in the case of the promotion of an existing employee or hiring of a new employee. These grants may be made at a time V2X is in

possession of material non-public information related to the promotion or the hiring of a new employee or other matters. V2X does not time its release of material non-public information for the purpose of affecting the value of executive compensation, and executive compensation decisions are not timed to the release of material non-public information.

CONSIDERATION OF TAX AND ACCOUNTING IMPACTS

Section 162(m) — Section 162(m) of the Code ~~as in effect prior to the enactment of the Tax Act in December 2017 placed~~generally imposes a limit of $1,000,000 on the amount of compensation that V2X ~~could~~can deduct in any one year with respect to its “covered employees,” which ~~consisted of~~includes the NEOs. While the Compensation Committee may take any limit on deductions into account in making its ~~Chief Executive Officer and~~compensation determinations, the ~~three other highest-paid NEOs, other than the Chief Financial Officer. There was an exception~~Compensation Committee may determine to ~~the $1,000,000 limitation for performance-based~~award compensation ~~meeting certain requirements.~~

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The Tax Act retained the $1,000,000 deduction limit, but repealed the performance-based compensation exemption from the deduction limit and expanded the definition of “covered employees,” effective for taxable years beginning after December 31, 2017. Consequently, compensation paid in 2018 and later years to NEOs in excess of $1,000,000that is not deductible, ~~unless it qualifies for transitional relief applicable~~if deemed to ~~certain binding, written performance-based compensation arrangements that were~~be in ~~place as~~the best interests of ~~November 2, 2017.~~V2X.

The Compensation Committee generally intends to continue to comply with the requirements of Section 162(m) as it existed prior to the Tax Act with respect to performance-based compensation in excess of $1,000,000 payable under outstanding awards granted before November 2, 2017 under our 2014 Plan in order to qualify them for the transitional relief. However, no assurance can be given that the compensation associated with these awards will qualify for the transitional relief, due to ambiguities and uncertainties as to the application and interpretation of the revised Section 162(m) and the related requirements for transitional relief.

Section 409A — V2X plans are intended to comply with Section 409A of the Code, to the extent applicable. While V2X endeavors to comply with other applicable sections of the Code with respect to compensation, the Compensation Committee did not consider other tax implications when designing V2X’s compensation programs.

Excise Taxes — V2X provides “best-net” provisions with respect to any “golden parachute” excise tax triggered by a change-in-control. Under these provisions, if payments triggered by a change-in-control would be subject to an excise tax, then either the payments would be reduced by the amount needed to avoid triggering the tax, or no reduction of payments would occur, depending on which alternative left the executive in the better after-tax position.

~~POLICY~~POLICIES AGAINST INSIDER TRADING AND HEDGING, PLEDGING, AND SPECULATION IN COMPANY STOCK ~~AND INSIDER TRADING~~

V2X has a policy that prohibits employees (including the NEOs) and Directors from ~~taking advantage~~engaging in transactions involving V2X stock while in possession of ~~disclosing,~~material nonpublic information. This policy also applies to certain family members and related parties. Directors and covered officers must receive specific written approval from the V2X Senior Vice President, Chief Legal Officer and General Counsel or ~~using~~Deputy General Counsel, Corporate prior to entering into any ~~confidential information for~~transaction involving V2X securities.

In addition, V2X has a policy that prohibits executives at the ~~purpose~~level of ~~personal gain, including buying, selling,~~Corporate Vice President and above (including the NEOs) and Directors from directly or ~~trading~~indirectly engaging in any kind of

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speculation involving V2X ~~security. The policy includes prohibitions for Corporate Vice Presidents and above against~~stock or any hedging transaction that could reduce or ~~pledging~~limit economic risk with respect to their holdings, ownership or interest in securities of V2X, ~~securities, speculation~~including RSUs or other ~~investments where the shareowner’s economic interest is disassociated from share ownership. These prohibited~~equity-based compensation. Prohibited transactions ~~encompass~~include the purchase of financial instruments, including short sales, forward contracts, equity

swaps, collars, puts, calls or other derivative securities that are speculative in nature or designed to hedge or offset a decrease in market value of any V2X security (other than exercises of Company granted stock options). The Board of Directors has adopted a parallel policy that applies to Directors. In addition, Directors must receive specific written approval prior to entering into any transaction involving V2X securities. Directors and Corporate Vice Presidents and above also annually receive specific instructions with respect to trading in equity ~~securities of V2X to ensure compliance with the Company’s hedging, pledging, speculation and insider trading policies.~~security.

BUSINESS RISK AND COMPENSATION

Compensation across the enterprise is structured so that unnecessary or excessive risk-taking behavior is discouraged. Total compensation for senior officers is heavily weighted toward long-term compensation consistent with the V2X compensation philosophy, which is focused on long-term value creation. This focus on long-term compensation discourages behaviors that encourage short-term risks. The President and Chief Executive Officer and the Senior Vice President and Chief Financial Officer attend those portions of the Compensation Committee meetings at which plan features and design configurations of annual and long-term incentive plans are considered and approved.

Overall enterprise risk is reviewed and considered at the Committee and Board meetings, providing additional important information to the Compensation Committee.

V2X management recently conducted a risk assessment of our compensation policies and programs, including our executive compensation programs. This risk assessment is conducted annually. V2X management reviewed and discussed the findings of the assessment with the Compensation Committee and the full Board of Directors which concluded that our compensation programs are designed with an appropriate balance of risk and reward in relation to our overall business strategy and do not encourage excessive risk-taking behavior. As a result, we do not believe that risks relating to our compensation programs are reasonably likely to have a material adverse effect on the Company. The Compensation Committee reviewed management’s summary on the review and assessment of such compensation programs and approved these conclusions.

The Compensation Committee considered risk implications of our compensation programs during its deliberations on the design of our ~~2021~~2022 executive compensation programs, with the goal of appropriately balancing short-term and long-term performance.

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The following table summarizes ~~representative~~ V2X compensation components or policies and relevant risk mitigation ~~factors:~~measures for 2022:

RISK ASSESSMENT ACROSS THE ENTERPRISE

		V2X COMPENSATION COMPONENT OR POLICY				RISK MITIGATION ~~FACTOR~~MEASURES
		Base Salary				Based on market rates. Provides stability and minimizes risk-taking incentives.
		~~Annual Incentive Plan~~AIP				• AIP design emphasizes overall performance and collaboration across the enterprise.
						• AIP components focus on metrics that encourage short-term operating performance and that differ from those used for long-term incentive awards.
						• Individual AIP components and total AIP awards are capped.
						• Payments are made only after ~~external audit~~internal audit’s review and Compensation Committee ~~certification of performance to metrics~~review and approval of the performance, adjustments, achievement, and payments.
		Long-Term Incentive Awards — RSUs — TSR Awards				RSUs vest annually in one-third increments over a three-year period.
		~~— Total Shareholder Return Awards~~				TSR awards are based on relative share price performance over four separate periods (e.g., ~~2021,~~ 2022, 2023, 2024 and ~~2021-2023)~~2022-2024) during a three-year cycle and encourage behaviors focused on long-term ~~goals,~~shareholder return, while discouraging behaviors focused on ~~short-term risks.~~the short-term. Relative TSR is a different metric from those used for AIP awards.
		Perquisites				~~Limited perquisites~~Perquisites are based on competitive market data. See “Employee Benefits ~~and Perquisites~~ — Perquisites for ~~the~~ NEOs” above.
		Severance				Severance plans are maintained by the Company in the event of termination without cause or in certain circumstances following a change in control of the Company.
		Compensation Clawback Policy				Provides mechanism for senior executive compensation recapture in certain situations involving fraud or willful misconduct. Policy will be revised to the extent necessary following issuance of NYSE listing requirements.
		Officer Share Ownership Guidelines				V2X executive officers are required to own V2X shares or share equivalents up to 5X base salary, depending on the level of the officer. Share ownership guidelines are designed to align executive and shareholder interests and discourage executives from focusing on short-term results without regard to longer-term consequences.
		Prohibition Against Pledging or Hedging or Speculation in V2X Securities				V2X policy prohibits Directors and executive officers at the level of Corporate Vice Presidents and above from pledging or hedging or speculative trading in and out of V2X securities, including short sales, forward contracts, equity swaps, collars, puts, calls or other derivative securities that are speculative in nature or designed to hedge or offset a decrease in market value of any V2X security ~~(other than~~(does not restrict exercises of ~~Company granted~~Company-granted stock options).
		~~Change in Control~~2014 Omnibus Plan				Under the 2014 Omnibus Plan and award agreements, a double trigger Change in Control vesting provision is included, which requires both consummation of the transaction and a qualifying termination for accelerated vesting of outstanding long-term incentive grants.
		Pension Plans				V2X does not provide a traditional pension ~~plan or supplemental executive retirement~~ plan.

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COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

The following table summarizes the compensation of our legacy Vectrus NEOs for ~~2019,~~ 2020, 2021 and ~~2021.~~2022, and of our legacy Vertex NEOs for 2022. Compensation for fiscal years prior to 2022 is not presented for the legacy Vertex NEOs, in accordance with SEC Rules.

Name and Principal Position	Year	Salary ($)	Bonus ($)		Stock Awards ($)(a)	Option Awards ($)(b)	Non- equity Incentive Plan Compensation ($)(c)	Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($)(d)	All Other Compensation ($)(e)	Total ($)	Name and Principal Position	Year	Salary ($)(1)	Stock Awards ($)(2)	Non-equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(4)	Total ($)
Charles L. Prow President and Chief Executive Officer	2021	764,619	—		2,099,972	—	1,185,106	—	33,844	4,083,541	Charles L. Prow President and Chief Executive Officer	2022	831,310	2,500,013	1,251,965	36,391	4,619,679
Charles L. Prow President and Chief Executive Officer	2020	738,467	—		1,900,019	—	769,400	—	33,371	3,441,257		2021	764,619	2,099,972	1,185,106	33,844	4,083,541
	2019	700,003	—		1,599,994	—	645,300	—	102,766	3,048,063		2020	738,467	1,900,019	769,400	33,371	3,441,257
Susan D. Lynch Senior Vice President and Chief Financial Officer(f)	2021	438,452	—		450,019	—	451,011	—	17,393	1,356,875	Susan D. Lynch Senior Vice President and Chief Financial Officer	2022	486,379	600,016	502,125	17,507	1,606,027
	2020	429,916	—		449,985	—	273,100	—	17,684	1,170,685		2021	438,452	450,019	451,011	17,393	1,356,875
	2019	168,700	—		450,001	—	93,000	—	819	712,520		2020	429,916	449,985	273,100	17,684	1,170,685
Susan L. Deagle Senior Vice President, Growth and Enterprise Operations	2021	407,691	—		390,005	—	389,357	—	15,769	1,202,822	John “Ed” Boyington, Jr.(5) President, Vertex Aerospace LLC	2022	291,500	17,567,779	628,272	51,228	18,538,779
	2020	393,088	—		350,012	—	234,500	—	15,261	992,861	William W. Beard(5) Senior Vice President, Aerospace Solutions	2022	173,389	3,977,391	289,121	4,656	4,444,557
	2019	362,336	—		249,996	—	195,000	—	13,656	820,988	Richard Mendoza(5) Senior Vice President and Chief People Officer	2022	150,322	2,470,292	224,183	32,895	2,877,692
David A. Hathaway(g) (Former) Senior Vice President, Vectrus Programs	2021	313,145	—		390,005	—	—	—	8,564	711,714
	2020	394,038	—	��	350,012	—	234,500	—	15,124	993,674
	2019	372,394			249,996	—	172,500	—	13,898	808,788
Kevin T. Boyle Senior Vice President, Chief Legal Officer and General Counsel	2021	390,186	—		324,985	—	308,713	—	13,437	1,037,321
	2020	372,043	—		300,025	—	201,000	—	14,239	887,307
	2019	365,019	—		249,996	—	184,300	—	11,012	810,327
Kenneth W. Shreves Senior Vice President, Organic Growth and Operational Enablement(h)	2021	330,430	—		250,011	—	343,440	—	13,368	937,249
	—	—	—		—	—	—	—	—	—
	—	—	—		—	—	—	—	—	—

~~(a)~~
(1)

Amounts in this column for Messrs. Boyington, Beard and Mendoza reflect salary earned during the period from the Closing of the Merger on July 5, 2022 through December 31, 2022.

(2)

Amounts in this column include the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for target TSR awards and RSUs. The assumptions used in calculating these amounts are incorporated herein by reference to Note 16 to the consolidated financial statements in the V2X Form 10-K for the year ended December 31, ~~2021.~~2022. For the maximum value of TSR awards, see the table in “Grants of Plan-Based Awards in ~~2021.~~2022.” Amounts for the legacy Vertex NEOs also include the one-time Vertex Merger Grant in 2022.

~~(b)~~
(3)

~~Amounts in this column represent the aggregate grant date fair value of option grants. No stock option grants were awarded in 2019, 2020 and 2021.~~

~~(c)~~

Amounts in this column reflect the AIP and MIB awards, as applicable, that were earned for the applicable performance year.

~~(d)~~
(4)

~~V2X does not have a traditional pension plan; therefore, no values are reported.~~

~~(e)~~

Amounts in this column for 2022 represent items specified in the All Other Compensation table below.

~~(f)~~
(5)

~~Ms. Lynch joined the Company~~Messrs. Boyington, Beard and Mendoza each first became a NEO in ~~August 2019.~~

~~(g)~~

2022. Mr. ~~Hathaway’s~~Mendoza’s employment with the Company ended ~~on September 3, 2021.~~

~~(h)~~

~~Mr. Shreves was recognized~~ as ~~an NEO in 2021.~~of March 12, 2023.

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ALL OTHER COMPENSATION TABLE

Name	Year	Perquisites(a) ($)	Tax Reimbursements(b) ($)	Excess Savings Plan Contributions(c) ($)	401(k) Matching Contributions(d) ($)	Other(e) ($)	Total All Other Compensation ($)	Name	Year	Perquisites(1) ($)	Excess Savings Plan Contributions(2) ($)	401(k) Matching Contributions(3) ($)	Other(4) ($)	Total All Other Compensation ($)
Charles L. Prow	2021	—	—	18,985	10,838	4,021	33,844	Charles L. Prow	2022	—	21,052	11,318	4,021	36,391
Susan D. Lynch	2021	—	—	5,938	8,617	2,838	17,393	Susan D. Lynch	2022	—	7,255	7,070	3,182	17,507
Susan L. Deagle	2021	—	—	4,708	10,150	911	15,769	John “Ed” Boyington, Jr.	2022	17,451	—	—	33,777	51,228
David A. Hathaway	2021	—	—	315	6,975	1,274	8,564	William W. Beard	2022	3,480	—	—	1,176	4,656
Kevin T. Boyle	2021	—	—	4,007	8,564	866	13,437	Richard Mendoza	2022	14,787	—	3,006	15,102	32,895
Kenneth W. Shreves	2021	—	—	1,617	10,419	1,332	13,368

~~(a)~~
(1)

The amounts in this column represent perquisite payments. ~~No payments made to~~During the period of July 5, 2022 through December 31, 2022, legacy Vertex NEOs, ~~in 2021.~~and their spouses, were eligible for a Company provided executive physical benefit. In addition, the Company provided supplemental life insurance for Mr. Boyington and supplemental life and AD&D insurance for Messrs. Beard and Mendoza.

~~(b)~~
(2)

~~The amounts in this column represent tax reimbursement payments. No payments made to NEOs in 2021.~~

~~(c)~~

Contributions to the Vectrus Systems Corporation Excess Savings Plan are unfunded and earnings are credited at the same rate as the Stable Value Fund available to participants in the Vectrus 401(k) Plan. Messrs. Boyington, Beard and Mendoza joined the Company with the Merger on July 5, 2022 and did not participate in the Vectrus Systems Corporation Excess Savings Plan.

~~(d)~~
(3)

Amounts represent matching contributions during ~~2021~~2022 in the Vectrus 401(k) Plan, as follows: Mr. Prow (Company match ~~$10,838, met IRS limit on employee deferral);~~$11,318) and Ms. Lynch (Company match ~~$8,617, did not meet IRS limit on employee deferral); Ms. Deagle (Company match $10,150, met IRS limit on employee deferral);~~$7,070). Amount for Mr. Hathaway (Company match $6,975, did not meet IRS limit on employee deferral); Mr. Boyle (Company match $8,564, did not meet IRS limit on employee deferral); and Mr. Shreves (Company match $10,419, met IRS limit on employee deferral).Mendoza represents matching contributions from July 5, 2022 through December 31, 2022 to the Vertex 401(k) Plan.

~~(e)~~
(4)

Amounts represent taxable group term life insurance premiums paid for each ~~NEO.~~NEO and for Messrs. Boyington and Mendoza includes the amount received in cash in lieu of paid time off.

~~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. His compensation is discussed in detail in “Individual Executive Positions — 2021 Compensation Information” earlier in this Proxy Statement. The Company believes its compensation philosophy and process represent a responsible approach toward CEO pay. The required disclosure is presented as follows:

	~~Median Employee Total Annual Compensation:~~			~~$71,251~~
	~~CEO Total Annual Compensation:~~			~~$4,083,541~~
	~~Ratio of CEO Pay to Median Employee Compensation:~~			~~57.3 to 1.0~~

In determining the median employee, the Company prepared a listing of all employees as of October 31, 2021. This includes 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 6,100 subcontract employees were excluded from the analysis because their compensation is determined by unaffiliated third parties. The data examined were W-2 wages or foreign equivalent compensation paid from November 1, 2020 through October 31, 2021. The median was calculated directly from the arrayed data using taxable wages as the chosen consistently applied compensation measure (“CACM”). 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. As of October 31, 2021, the Company employed approximately 8,100 persons, excluding the CEO.

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GRANTS OF PLAN-BASED AWARDS IN ~~2021~~2022

The following table summarizes awards made to our NEOs during the year ended December 31, ~~2021.~~2022. Grants made to NEOs during ~~2021~~2022 were made under the 2014 Omnibus Plan. The table includes the grant date fair value for equity-based awards, the estimated future payouts under non-equity incentive plan awards (which consist of potential payouts for ~~2021~~2022 under the ~~AIP)~~AIP/MIB), and estimated future payouts under the long-term incentive awards, which consist of potential payouts related to the TSR awards granted in ~~2021~~2022 for the ~~2021~~2022 – ~~2023~~2024 performance period. The table also provides the number of shares underlying all other stock awards, which consist of RSU awards, and the grant date fair value of ~~each~~such equity ~~award~~awards computed under FASB ASC Topic 718. No stock options were awarded in 2022.

Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or Units (#)(3)	All Other Option Awards: Number of Securities Underlying Options (#)(4)	Exercise or Base Price of Option Awards ($/Sh)(4)	Grant Date Fair Value of Stock and Option Awards ($)(5)	Name	Approval Date	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or Units (#)(3)	Grant Date Fair Value of Stock Awards ($)(4)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold ($)	Target ($)	Maximum ($)			Exercise or Base Price of Option Awards ($/Sh)(4)	Grant Date Fair Value of Stock and Option Awards ($)(5)	Name	Approval Date	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold ($)	Target ($)	Maximum ($)		Grant Date Fair Value of Stock Awards ($)(4)
Charles L. Prow		422,950	845,900	1,691,800								Charles L. Prow			467,500	935,000	1,870,000
	1/1/2021				525,000	1,050,000	2,100,000						1/12/2022	3/10/2022				625,000	1,250,000	2,500,000
	3/4/2021							18,016			1,049,972		1/12/2022	3/10/2022							34,636	1,250,013
Susan D. Lynch		154,350	308,700	617,400								Susan D. Lynch			187,500	375,000	750,000
	1/1/2021				112,500	225,000	450,000						1/12/2022	3/10/2022				150,000	300,000	600,000
	3/4/2021							3,861			225,019		1/12/2022	3/10/2022							8,313	300,016
Susan L. Deagle		133,250	266,500	533,000								John “Ed” Boyington, Jr.			247,775	495,550	991,100
	1/1/2021				97,500	195,000	390,000						1/12/2022	3/10/2022				—	—	—
	3/4/2021							3,346			195,005		7/5/2022	7/5/2022							517,918	17,567,779
David A. Hathaway		133,250	266,500	533,000								William W. Beard			112,703	225,405	450,810
	1/1/2021				97,500	195,000	390,000						1/12/2022	3/10/2022				—	—	—
	3/4/2021							3,346			195,005		7/5/2022	7/5/2022							117,258	3,977,391
Kevin T. Boyle		108,625	217,250	434,500								Richard Mendoza			90,193	180,386	360,773
	1/1/2021				81,250	162,500	325,000						1/12/2022	3/10/2022				—	—	—
	3/4/2021							2,788			162,485		7/5/2022	7/5/2022							72,827	2,470,292
Kenneth W. Shreves		120,000	240,000	480,000
	1/1/2021				62,500	125,000	250,000
	3/4/2021							2,145			125,011

(1)

Amounts reflect the threshold, target, and maximum payment levels for commensurate performance under the ~~AIP~~AIP/MIB described above in “Compensation Discussion and Analysis — Compensation Program Objectives” if certain performance metrics are met. These potential payments are based on achievement of specific performance metrics and individual goals and are completely at risk. The target award is computed based upon the applicable range of net estimated payments denominated in dollars where the target award is equal to 100% of the award potential, the threshold is equal to 50% of target and the maximum is equal to 200% of target. The approved AIP formula for ~~2021~~2022 was based on performance measures and totals that would pay 100% of target for 100% achievement of the approved goals. Actual ~~AIP~~AIP/MIP awards for ~~2021~~2022 are shown in the Summary Compensation Table.

(2)

Amounts reflect the threshold, target, and maximum payment levels, respectively, which are denominated in dollars, if an award payout is achieved under the Company’s ~~2021~~2022 TSR awards. The ~~2021~~2022 TSR awards are subject to a three-year performance period from January 1, ~~2021~~2022 to December 31, ~~2023.~~2024. The potential payments are based on achievement of specific approved performance as further described above in “Compensation Discussion and Analysis — Long-Term Incentive Program — Relative Total Shareholder Return ~~(TSR)~~ Award Component.” TSR awards are completely at-risk compensation and payments, if any, are made in cash after the end of the performance period. The target amount shown is the grant date fair value. Messrs. Boyington, Beard and Mendoza joined the Company with the Merger on July 5, 2022 and did not receive a 2022 TSR award.

(3)

Amounts reflect the number of RSUs granted in ~~2021~~2022 to the NEOs. RSUs granted to the legacy Vectrus NEOs on March 10, 2022 vest in one-third annual installments on the first, second and third anniversaries of the grant date. The number of shares underlying the RSU awards granted on March ~~4, 2021~~10, 2022 were determined based on ~~$58.28,~~$36.09, the closing price of V2X common stock on March ~~4, 2021.~~10, 2022. RSUs granted to Mr. Boyington on July 5, 2022 vested in full on January 5, 2023. RSUs granted to Messrs. Beard and Mendoza on July 5, 2022 vest in 25% installments on each six-month anniversary of the grant date. The number of shares underlying the RSU awards granted on July 5, 2022 were determined based on $33.92,

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the closing price of V2X common stock on July 1, 2022. During the restriction period, holders of RSUs do not have voting rights.

(4)

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~~(4)~~

~~Stock options were not granted in 2021.~~

~~(5)~~

Amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for ~~equity awards~~RSUs granted to the NEOs in ~~2021.~~2022.

SPECIAL COMPENSATION

ARRANGEMENTS

CHARLES L. PROW EMPLOYMENT LETTER AND OTHER MATTERS

On November 30, 2016, V2X and Charles L. Prow entered into an employment letter (the “Prow Employment Letter”) setting forth the terms and conditions of his employment as President and Chief Executive Officer of the Company. The material terms of the Prow Employment Letter are set forth below.

1.

Compensation and Benefits.

a.

Annual Base Salary. Mr. Prow’s initial annual base salary was ~~$600,000.~~$600,000 (it is currently $850,000).

b.

2017 Target Annual Incentive. Mr. Prow is eligible to participate in the Company’s ~~Annual Incentive Plan~~AIP with a target award of 100% of his annual base salary ~~starting in 2017.~~(it is currently 110%).

c.

Long-Term Incentives. Mr. Prow is eligible for annual long-term incentive awards with an aggregate long-term incentive target for 2017 of $900,000 under the Company’s ~~Long-Term Incentive Program,~~long-term incentive program, subject to approval by the Compensation Committee. It was anticipated that fifty percent (50%) of his 2017 long-term incentive award would be in the form of a cash incentive opportunity tied to relative total shareholder return; thirty percent (30%) would be in the form of time-vesting RSUs; and twenty percent (20%) would be in the form of time-vesting non-qualified stock options. In addition, as a one-time incentive, on December 8, 2016, he received a special RSU grant valued at $600,000 with annual vesting over three years.Committee (target is currently $2,500,000).

d.

Other Benefit Programs. Mr. Prow is eligible to participate in the Company’s compensation and benefit plans, policies and arrangements that are applicable to other executives, including the Company’s Senior Executive Severance Pay Plan and Special Senior Executive Severance Pay Plan. Mr. Prow is an at-will employee.

~~SUSAN L. DEAGLE EMPLOYMENT LETTER~~

~~On March 13, 2017, V2X and Ms. Deagle entered into an employment letter (the “Deagle~~

Employment Letter”) setting forth the terms and conditions of her employment as Senior Vice President and Chief Growth Officer of the Company. Ms. Deagle joined the Company on May 1, 2017. The material terms of the Deagle Employment Letter are set forth below.

1.

~~Compensation and Benefits.~~

a.

~~Annual Base Salary.~~ ~~Ms. Deagle’s initial base salary was $300,019.~~

b.

~~Cash Sign-on Payment~~. Ms. Deagle received a cash sign-on payment (for equity that she forfeited at her then-current employer) of $75,000, subject to repayment (net of taxes) if Ms. Deagle voluntarily terminated her employment within one year of her start date.

c.

~~2017 Target Annual Incentive.~~ Ms. Deagle is eligible to participate in the Company’s Annual Incentive Plan. She was eligible for a target award of 50% of her annual base salary in 2017, and the award was prorated based on the number of months worked in 2017.

d.

~~Long-Term Incentives.~~ Ms. Deagle is eligible to participate in the Company’s Long-Term Incentive Program, subject to approval of her awards by the Compensation Committee. For 2017, she was recommended for a total target award of $250,000, comprised of 50% in the form of a cash target related to relative total shareholder return (subject to a three-year performance period beginning January 1, 2017 through December 31, 2019), 20% in non-qualified stock options and 30% in RSUs. The options and RSUs will vest in one-third installments on the first, second and third anniversaries of the grant date.

e.

~~Other Benefit Programs. Ms. Deagle is eligible to participate in the Company’s benefit plans that are applicable to other employees.~~

~~DAVID A. HATHAWAY EMPLOYMENT LETTER AND OTHER MATTERS~~

On September 4, 2017, V2X and Mr. Hathaway (currently our Senior Vice President, Programs) entered into an employment letter (the “Hathaway Employment Letter”) setting forth the terms and conditions of his employment as Senior Vice President, Information Technology & Network

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~~Communications Services of the Company. Mr. Hathaway joined the Company on October 10, 2017. The material terms of the Hathaway Employment Letter are set forth below.~~

1.

~~Compensation and Benefits.~~

a.

~~Annual Base Salary.~~ ~~Mr. Hathaway’s initial base salary was $365,019.~~

b.

~~Cash Sign-on Payment~~. Mr. Hathaway was eligible for and paid a cash sign-on payment of $130,000 as recognition of the annual bonus forfeited from his previous employer, subject to repayment (net of taxes) if Mr. Hathaway voluntarily terminated his employment within one year of his start date.

c.

~~Restricted Stock Units.~~ Mr. Hathaway received an award of RSUs valued at $60,000, which was intended to replace equity at his then-current employer, which was scheduled to vest in 2018. The RSUs were granted five business days following his date of hire and will vest in one-third annual installments on the first, second and third anniversaries of the grant date.

d.

~~2017 Target Annual Incentive.~~ Mr. Hathaway is eligible to participate in the Company’s Annual Incentive Plan. He was eligible for a target award of 55% of his annual base salary for 2017 and the award was prorated based on the number of months worked in 2017.

e.

~~Additional Cash Payment.~~ Mr. Hathaway received a lump sum payment of $50,000 structured over a two-year period. $25,000 was paid within one month of his date of hire and the remaining $25,000 was paid on or about his one year anniversary with the Company. The payment was subject to repayment (net of taxes) if Mr. Hathaway voluntarily terminated his employment within one year of his start date.

f.

~~Long-Term Incentives.~~ Mr. Hathaway is eligible to participate in the Company’s Long-Term Incentive Program, subject to approval of his awards by the Compensation Committee. For 2017, he was recommended for a total target award of $250,000, comprised of 50% in the form of a cash target related to relative total shareholder return (subject to a three-year performance period beginning January 1, 2017 through December 31, 2019), 20% in non-qualified stock options and 30% in RSUs. The options and RSUs will vest in one-third installments on the first, second and third anniversaries of the grant date.

g.

~~Benefit Programs. Mr. Hathaway is eligible to participate in the Company’s benefit plans that are applicable to other employees.~~

~~KEVIN T. BOYLE EMPLOYMENT LETTER AND OTHER MATTERS~~

On October 3, 2018, V2X and Mr. Boyle entered into an employment letter (the “Boyle Employment Letter”) setting forth the terms and conditions of his employment as Senior Vice President, Chief Legal Officer and General Counsel of the Company. Mr. Boyle joined the Company on October 15, 2018. The material terms of the Boyle Employment Letter are set forth below.

1.

~~Compensation and Benefits.~~

a.

~~Annual Base Salary.~~ ~~Mr. Boyle’s initial base salary was $365,019.~~

b.

~~2018 Target Annual Incentive.~~ Mr. Boyle is eligible to participate in the Company’s Annual Incentive Plan. He was eligible for a target award of 55% of his annual base salary for 2018 and the award was prorated based on the number of months worked in 2018.

c.

~~Long-Term Incentives.~~ Mr. Boyle is eligible to participate in the Company’s Long-Term Incentive Program, subject to approval of his awards by the Compensation Committee. For 2018, he was recommended for a total target award of $250,000, comprised of 50% in the form of a cash target based on the Company’s relative total shareholder return performance (subject to a three-year performance period beginning January 1, 2018 through December 31, 2020) and 50% in the form of restricted stock units that will vest in one third-installments on the first, second and third anniversaries of the grant date.

d.

~~Benefit Programs. Mr. Boyle is eligible to participate in the Company’s benefit plans that are applicable to other employees.~~

SUSAN D. LYNCH EMPLOYMENT LETTER AND OTHER MATTERS

On July 7, 2019, V2X and Ms. Lynch entered into an employment letter (the “Lynch Employment Letter”) setting forth the terms and conditions of her employment. Ms. Lynch was appointed Senior Vice President and Chief Financial Officer of the Company effective August 8, 2019. The material terms of the Lynch Employment Letter are set forth below.

1.

Compensation and Benefits.

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a.

~~TABLE OF CONTENTS~~

1.

~~Compensation and Benefits.~~

a.

Annual Base Salary. Ms. Lynch’s initial base salary was ~~$430,019.~~$430,019 (it is currently $500,000).

b.

2019 Target Annual Incentive. Ms. Lynch is eligible to participate in the Company’s ~~Annual Incentive Plan. She was eligible for a target award of 65% of her annual base salary for 2019 and the award was prorated based on the number of months worked in 2019.~~AIP.

c.

Long-Term Incentives. Ms. Lynch is eligible to participate in the Company’s ~~Long-Term Incentive Program,~~long-term incentive program, subject to approval of her awards by the Compensation Committee. For 2019, she was recommended for a total target award of $450,000, comprised of 50% in the form of a cash target based on the Company’s relative total shareholder return performance (subject to a three-year performance period beginning January 1, 2019 through December 31, 2021) and 50% in the form of restricted stock units that will vest in one third-installments on the first, second and third anniversaries of the grant date.

d.

Benefit Programs. Ms. Lynch is eligible to participate in the Company’s benefit plans that are applicable to other employees.

~~KENNETH W. SHREVES EMPLOYMENT LETTER AND OTHER MATTERS~~

~~On October 1, 2017, V2X and Mr. Shreves entered into an~~Our other NEOs are not parties to formal employment ~~letter (the “Shreves~~

Employment Letter”) setting forth the terms and conditions of his employment as Vice President, Business Development for Facilities of the Company. Mr. Shreves joined the Company on October 23, 2017. The material terms of the Shreves Employment Letter are set forth below.

1.

~~Compensation and Benefits.~~

a.

~~Annual Base Salary.~~ ~~Mr. Shreves’s initial base salary was $250,016.~~

b.

~~2017 Target Annual Incentive.~~ Mr. Shreves is eligible to participate in the Company’s Annual Incentive Plan. He was eligible for a target award of 40% of his annual base salary in 2017, and the award was prorated based on the number of months worked in 2017.

c.

~~Long-Term Incentives.~~ Mr. Shreves is eligible to participate in the Company’s Long-Term Incentive Program, subject to approval of his awards by the Compensation Committee. For 2018, he was recommended for a total target award of $145,000, comprised of 50% in the form of a cash target related to relative total shareholder return (subject to a three-year performance period beginning January 1, 2018 through December 31, 2020) and 50% in RSUs. The RSUs will vest in one-third installments on the first, second and third anniversaries of the grant date.

d.

~~Other Benefit Programs. Mr. Shreves is eligible to participate in the Company’s benefit plans that are applicable to other employees.~~

agreements with V2X.

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OUTSTANDING EQUITY AWARDS AT ~~2021~~2022 FISCAL YEAR END

The following table sets forth summary information regarding the outstanding equity awards held by our NEOs at December 31, ~~2021.~~2022.

		Option Awards				Stock Awards				Option Awards				Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)(1)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)(1)	Market Value of Shares or Units of Stock That Have Not Vested ($)(2)	Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(1)
Charles L. Prow	3/3/2017	21,898	—	21.98	3/3/2027	—	—	Charles L. Prow	3/3/2017	21,898	—	21.98	3/3/2027	—	—
	3/4/2019	—	—	—	—	9,613	439,987		3/5/2020	—	—	—	—	5,969	246,460
	3/5/2020	—	—	—	—	11,938	546,402		3/4/2021	—	—	—	—	12,010	495,893
	3/4/2021	—	—	—	—	18,016	824,592		3/10/2022	—	—	—	—	34,636	1,430,120
Susan D. Lynch	8/8/2019	—	—	—	—	1,725	78,953	Susan D. Lynch	3/5/2020	—	—	—	—	1,413	58,343
	3/5/2020	—	—	—	—	2,827	129,392		3/4/2021	—	—	—	—	2,574	106,280
	3/4/2021	—	—	—	—	3,861	176,718		3/10/2022	—	—	—	—	8,313	343,244
Susan L. Deagle	5/8/2017	5,618	—	26.05	5/8/2027	—	—	John “Ed” Boyington, Jr.(2)	7/5/2022	—	—	—	—	517,918	21,384,834
	3/4/2019	—	—	—	—	1,502	68,747	William W. Beard(3)	7/5/2022	—	—	—	—	117,258	4,841,583
	3/5/2020	—	—	—	—	2,199	100,648	Richard Mendoza(3)	7/5/2022	—	—	—	—	72,827	3,007,027
	3/4/2021	—	—	—	—	3,346	153,146
David A. Hathaway(3)	—	—	—	—	—	—	—
	—	—	—	—	—	—	—
	—	—	—	—	—	—	—
Kevin T. Boyle	3/4/2019	—	—	—	—	1,502	68,747
	3/5/2020	—	—	—	—	1,885	86,276
	3/4/2021	—	—	—	—	2,788	127,607
Kenneth W. Shreves	3/4/2019	—	—	—	—	961	43,985
	3/5/2020	—	—	—	—	942	43,115
	3/4/2021	—	—	—	—	2,145	98,177

(1)

~~These awards vest in one-third annual installments on the applicable anniversaries of the grant date.~~

~~(2)~~

Reflects the Company’s closing stock price of ~~$45.77~~$41.29 per share onat December ~~31, 2021.~~30, 2022.

~~(3)~~
(2)

Mr. ~~Hathaway’s employment with~~Boyington’s equity award vested in full on January 5, 2023.

(3)

Messrs. Beard’s and Mendoza’s equity awards are scheduled to vest in 25% installments on each six-month anniversary of the ~~Company ended on September 3, 2021.~~grant date.

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RESTRICTED STOCK UNIT VESTING SCHEDULE

Generally, RSUs vest on the applicable anniversary of the grant date. Except as otherwise noted, RSUs vest in one-third annual installments on the first, second and third anniversaries of the grant date.

		Vesting Schedule (#)					Vesting Schedule (#)
Name	Grant Date	2022	2023	2024	Name	Grant Date	2023	2024	2025
Charles L. Prow	3/4/2019	9,613			Charles L. Prow	3/5/2020	5,969
	3/5/2020	5,969	5,969			3/4/2021	6,005	6,005
	3/4/2021	6,006	6,005	6,005		3/10/2022	11,546	11,545	11,545
Susan D. Lynch	8/8/2019	1,725			Susan D. Lynch	3/5/2020	1,413
	3/5/2020	1,414	1,413			3/4/2021	1,287	1,287
	3/4/2021	1,287	1,287	1,287		3/10/2022	2,771	2,771	2,771
Susan L. Deagle	3/4/2019	1,502			John “Ed” Boyington, Jr.(1)	7/5/2022	517,918	—	—
	3/5/2020	1,100	1,099		William W. Beard(2)	7/5/2022	58,629	58,629
	3/4/2021	1,116	1,115	1,115	Richard Mendoza(2)	7/5/2022	36,414	36,413
David A. Hathaway(1)	—	—
	—	—	—
	—	—	—	—
Kevin T. Boyle	3/4/2019	1,502
	3/5/2020	943	942
	3/4/2021	930	929	929
Kenneth W. Shreves	3/4/2019	961
	3/5/2020	471	471
	3/4/2021	715	715	715

(1)

Mr. ~~Hathaway’s employment with the Company ended~~Boyington’s RSU award vested in full on ~~September 3, 2021.~~January 5, 2023.

(2)

Messrs. Beard’s and Mendoza’s equity awards are scheduled to vest in 25% installments on each six-month anniversary of the grant date.

OPTION EXERCISES AND STOCK VESTED

The following table summarizes the ~~option exercises and~~ vesting of RSUs for each of our NEOs in ~~2021.~~2022. No V2X options were exercised by NEOs in 2022.

	Option Awards		Stock Awards			Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(1)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(2)	Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(1)
Charles L. Prow	—	—	23,514	1,385,618	Charles L. Prow	21,588	990,889
Susan D. Lynch	—	—	3,139	162,536	Susan D. Lynch	4,426	177,917
Susan L. Deagle	—	—	3,841	226,360	John “Ed” Boyington, Jr.	—	—
David A. Hathaway	4,026	61,000	3,841	226,360	William W. Beard	—	—
Kevin T. Boyle	—	—	3,893	215,299	Richard Mendoza	—	—
Kenneth W. Shreves	—	—	4,800	266,988

(1)

~~Represents the difference between the market price of a share of V2X common stock on the date of exercise, and the exercise price per share, multiplied by the number of shares acquired upon exercise.~~

~~(2)~~

The aggregate value realized on the date of vesting of the RSUs is based on the average of high and low prices of V2X common stock on the date of vesting, multiplied by the number of shares acquired upon vesting. The value realized for these NEOs is based on ~~$58.75~~$45.90 per share on the vesting date of March 4, ~~2021, $59.05~~2022, $45.90 per share on the vesting date of March 5, ~~2021, $52.89 per share on the vesting date of June 13, 2021, $45.82~~2022 and $31.27 per share on the vesting date of August 8, ~~2021 and $49.29 per share on the vesting date of October 22, 2021 as calculated below.~~2022.

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PENSION BENEFITS

V2X has not adopted a pension plan and does not provide pension benefits to the NEOs.

NON-QUALIFIED DEFERRED

COMPENSATION FOR ~~2021~~2022

EXCESS SAVINGS PLAN

The Vectrus Systems Corporation Excess Savings Plan provides our key employees with an opportunity to earn retirement savings benefits in excess of the retirement benefits they may contribute under our 401(k) Plan. Section 415 of the Code limits the amount of compensation that can be used to determine employee and employer contribution amounts ($~~290,000~~305,000 in ~~2021)~~2022) to the 401(k) Plan. The benefit that is provided to an employee under an excess benefit plan generally amounts to the difference between what the employee would have received under the employer’s qualified retirement plan without applying the Section 415 limitations and what the employee actually receives under the qualified retirement plan.

The Vectrus Systems Corporation Excess Savings Plan is a non-qualified unfunded savings plan. All balances under this plan are maintained on the books of V2X. V2X contributes to the participant’s

excess savings account at 4% of eligible base compensation. Participant investment earnings are based on the Guaranteed Income ~~Fund—~~Fund — Stable Value Fund in the Vectrus 401(k) Plan. Benefits will be paid to the NEO in a lump sum in the seventh month following the last day worked by such NEO. Upon the Closing, the account balances in this plan for Mr. Prow and Ms. Lynch were paid in a lump sum payment in accordance with the plan’s terms.

NON-QUALIFIED DEFERRED COMPENSATION PLAN

~~In February 2021, the Company offered a new voluntary Non-Qualified Deferred Compensation Plan to employees based on select eligibility criteria.~~ The Vectrus Systems Corporation Non-Qualified Deferred Compensation Plan allows certain eligible employees to defer and invest a portion of their compensation for retirement and other life events.

Each year, employees are eligible to defer up to 70% of their eligible salary and/or incentive plan compensation. Employee deferrals and associated earnings are 100% vested at all times. Employees may designate an in-service distribution date on their compensation deferrals. In addition, employees may designate either a lump sum payment or annual installments on their compensation deferrals following their retirement from the Company.

In the event the employee separates from service prior to an in-service distribution date and does not qualify for retirement, their account balance will be distributed as a lump sum payment six months following the last day worked.

Non-Qualified Deferred Compensation

The following table shows the activity within the Non-Qualified Deferred Compensation Plans for the NEOs for ~~2021.~~2022.

	Name	Executive Contributions in Last FY ($) (a) (1)	Registrant Contributions in Last FY ($) (b) (2)	Aggregate Earnings in Last FY ($) (c)	Aggregate Withdrawals/ Distributions ($) (d)	Aggregate Balance at Last FYE ($) (e) (3)	Name	Executive Contributions in Last FY ($)(1)	Registrant Contributions in Last FY ($)(2)	Aggregate Earnings in Last FY ($)	Aggregate Withdrawals/ Distributions in Last FY ($)(3)	Aggregate Balance at Last FYE ($)(4)
��	Charles L. Prow	56,554	18,985	3,960	—	144,168	Charles L. Prow	66,505	21,052	(9,695)	(92,342)	129,688
	Susan D. Lynch	—	5,939	115	—	11,869	Susan D. Lynch	—	7,255	136	(11,982)	7,278
	Susan L. Deagle	—	4,708	177	—	14,645
	David A. Hathaway	12,996	315	1,019	—	26,249
	Kevin T. Boyle	7,228	4,007	626	—	18,828
	Kenneth W. Shreves	—	1,617	19	—	2,701

(1)

The amounts in this column are also included in the Summary Compensation ~~Table.~~Table as Salary.

(2)

The amounts in this column are also included in the Summary Compensation Table and in the All Other Compensation Table as Excess Savings Plan Contributions.

(3)

Represents distribution of balances under the Excess Savings Plan as described above.

(4)

The following amounts of the aggregate balance from the table were reported in previous summary compensation tables: Mr. Prow — ~~$64,669,~~$144,168 and Ms. Lynch — ~~$5,815, Ms. Deagle — $9,760, Mr. Hathaway — $11,919 and Mr. Boyle — $6,967.~~$11,869.

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PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

In this section, we discuss the compensation payable (including accelerated vesting of equity awards) in the event of a change in control and employment termination under several different circumstances,

including voluntary termination, termination for cause, death, disability, termination without cause and termination in connection with a change in control. The term used for change in control under the 2014 Omnibus Plan is “Acceleration Event” as further described below.

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The amounts shown in the Potential Post-Employment Compensation table are estimates, assuming the triggering event occurred on December 31, ~~2021.~~2022, as required by SEC rules. Values attributed to accelerated vesting of equity-based awards are based on V2X’s closing stock price on December ~~31, 2021,~~30, 2022, which was ~~$45.77.~~$41.29.

PAYMENTS AND BENEFITS PROVIDED GENERALLY TO SALARIED EMPLOYEES

The amounts shown in the table below do not include payments and benefits to the extent these payments and benefits are provided on a non-discriminatory basis to salaried employees generally upon termination of employment. These include:

•

Accrued salary and paid time off; and

•

Amounts currently vested under the Vectrus Systems Corporation Excess Savings Plan.

No perquisites are provided to the NEOs upon a change in control or in any of the post-employment circumstances shown in the table below.

SEVERANCE AND CHANGE IN
CONTROL

SENIOR EXECUTIVE SEVERANCE PAY PLAN

The purpose of this plan is to provide a period of transition for senior executives. ~~Senior~~Generally, senior executives who are U.S. citizens or who are employed in the United States are covered by this plan. The plan generally provides for severance payments if V2X terminates a senior executive’s employment without cause. The amount of severance pay under this plan depends on the executive’s base salary (and, in the case of Mr. Prow, target annual incentive opportunity) and years of service. The severance benefit begins at 12 months of pay for less than four years of service and increases to 18 months of pay for service of nine years or more. The executives are also eligible to continue receiving subsidized health and welfare benefits during the severance payment period. V2X considers these severance pay provisions appropriate given the job responsibilities and competitive market in which senior executives function. V2X’s obligation to continue severance

payments stops if the executive does not comply with the V2X Code of Conduct or applicable V2X Corporate Policies. V2X considers this cessation provision to be critical to V2X’s emphasis on ethical behavior. V2X’s obligation to continue severance payments also ends if the executive engages in any activity inimical to the best interests of V2X, disparages V2X, induces employees to leave V2X

without our consent or does not comply with non-competition provisions of this plan. These provisions protect the integrity of our business and are consistent with typical business arrangements. If a covered executive receives or is entitled to receive other severance or similar compensation under another V2X plan or agreement or under applicable law, the amount of that other compensation will reduce amounts otherwise payable under this plan, to the extent such offsetting would not violate Code Section 409A. The severance is paid in equal installments over the applicable severance period.

The exceptions to severance payments are:

•

the executive terminates his or her own employment;

•

the executive’s employment is terminated for cause, death or disability; or

•

the executive accepts employment or refuses comparable employment with a purchaser in a divestiture situation.

Assuming a termination by V2X without cause on December 31, ~~2021,~~2022, Mr. Prow would have been entitled to ~~14 months of severance, Ms. Deagle and Mr. Shreves would have been entitled to 13~~15 months of severance and Ms. Lynch ~~and Mr. Boyle~~ would have been entitled to 12 months of severance, and Messrs. Boyington, Beard and Mendoza would have been entitled to 12 months of severance.

SPECIAL SENIOR EXECUTIVE SEVERANCE PAY PLAN

The purpose of this plan is to provide compensation in the case of termination of employment in connection with an Acceleration Event (as ~~defined~~described below). ~~The provisions of this plan are specifically designed to address the inability of senior executives to influence the Company’s future performance after certain change in control events.~~ The plan is structured to encourage executives to act in the best interests of shareholders without regard to the potential impact a change in control transaction might have with respect to his or her employment by providing severance protections for terminations that arise in connection with a change in control transaction. ~~The following describes the terms of the plan as in effect on December 31, 2021.~~

The purposes of these provisions are to:

•

provide for continuing cohesive operations as executives evaluate a transaction, which, without

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change in control protection, could be personally adverse to the executive;

•

keep executives focused on ~~preserving value for shareholders;~~shareholder value;

•

retain key talent in the face of potential transactions; and

•

attract talented employees in the competitive marketplace.

As discussed above, this plan provides severance benefits for covered executives, including the Legacy Vectrus NEOs, if their employment is terminated

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(i) by the Company without cause within two years after a change in control transaction or prior to a change in control transaction if the termination occurs after public announcement of the transaction (provided the transaction is consummated) or the termination is at the request of a party to the transaction, or (ii) where the covered executive terminates his or her employment for good reason (including a termination due to death or disability if at the time of such termination the executive could have resigned for good reason) within two years after a change in control transaction.

This plan provides four tiers of benefits for covered executives, based on their position within the Company and the criticality of their role in a change in control transaction. The Compensation Committee, working in concert with the independent Compensation Consultant, considered four tiers of benefits appropriate based on the relative ability of each tier of employee to influence future Company performance. In the event of a covered termination under this plan on December 31, ~~2021,~~2022, the executive would have been entitled to:

•

any accrued but unpaid base salary and paid time off, any earned but unpaid bonus (AIP payment) relating to the preceding year, unreimbursed expenses and any amounts to which the executive is entitled under applicable employee benefit plans;

•

two and a half (2.5) (in the case of Mr. Prow), two (2.0) (in the case of ~~Mses. Lynch and Deagle and Mr. Boyle) and one and a half (1.5) (in the case of Mr. Shreves)~~Ms. Lynch) times the executive’s annual base salary and target annual incentive opportunity at the time of the termination, paid in equal installments; and

•

continuation of health insurance benefits at the same levels for the length of the COBRA continuation period.

If payments triggered by a change in control transaction would constitute excess parachute payments for purposes of Code Section 280G, then either: (1) payments would be reduced by the

amount needed to avoid triggering Code Section 280G, or (2) no reduction of payments would occur, depending on which alternative leaves the executive in a better after-tax position.

As of December 31, ~~2021,~~2022, Mr. Prow is covered at the Tier 1 level of benefits of 2.5 times ~~Mses.~~and Ms. Lynch ~~and Deagle and Mr. Boyle are~~is covered at the Tier 2 level of benefits of 2.0 ~~times,~~times. Messrs. Boyington, Beard and ~~Mr. Shreves is~~Mendoza were not covered under the Special Senior Executive Severance Pay Plan at ~~the Tier 3 level of benefits of 1.5 times.~~December 31, 2022.

EFFECT OF A CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT ON ANNUAL INCENTIVE AWARDS, EQUITY AWARDS, THE EXCESS SAVINGS PLAN AND THE NON-QUALIFIED DEFERRED COMPENSATION PLAN

Annual Incentive ~~Awards.~~ ~~Under the~~Awards. For 2022, our AIP ~~upon~~did not contain a change in control the AIP awards for the year of the change in control would be paid at the greater of “target” or actual achievement as of the date of the change in control event. Since the 2021 AIP awards would have been earned as of December 31, 2021 based on continued employment through such date,trigger, and ~~actual performance exceeded target, we have not~~

therefore, no annual bonus amount is reflected ~~the 2021 AIP awards~~ in the table below. The NEO’s AIP awards for ~~2021,~~2022, including the target opportunities and the actual amounts earned, are discussed in the ‘‘Compensation Discussion and ~~Analysis~~Analysis’’ section of this Proxy Statement. ~~Effective January 1, 2022, the NEO’s annual incentive awards will be issued under the V2X, Inc. 2014 Omnibus Incentive Plan.~~

Long-Term Incentive Awards. No outstanding long-term incentive awards accelerate solely upon a change in control transaction; however, vesting is accelerated in the event of certain termination of employment scenarios. Following is a description of how the awards are treated upon different termination events.

Stock Options. The stock options become fully vested upon termination due to death or disability. Upon termination due to retirement (termination at or after age 60 with at least 5 years of service, other than termination by the Company for cause or due to death or disability), a prorated portion of the option will continue to vest on the applicable vesting dates based on the number of full months of employment during the vesting period, and any remaining unvested portion will expire unless the option holder agrees to comply with the non-competition covenants contained in the stock option agreement, in which case the option will vest without proration on each subsequent vesting date as if employment had continued. If the option holder is not retirement eligible upon voluntary resignation or termination by the Company without cause, the

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unvested portions of the option expire immediately, except that if employment is terminated by the Company without cause or by the option holder for good reason within 24 months following a change in control transaction, the options become fully vested.

RSUs. The RSUs for Legacy Vectrus NEOs become fully vested upon termination due to death or disability. Upon termination due to retirement (termination at or after age 60 with at least 5 years of service, other than termination by the Company for cause or due to death or disability) or termination by the Company without cause, a prorated portion of the RSUs will continue to vest on the applicable vesting dates based on the number of full months of employment during the vesting period, and any remaining unvested portion will be forfeited unless the RSU holder agrees to comply with the non-competition covenants contained in the RSU agreement, in which case the RSUs will vest without proration on each subsequent vesting date as if employment had continued. If the RSU holder is not retirement eligible upon voluntary resignation, the unvested portions of the RSUs will be forfeited. If employment is terminated by the Company without cause or by the option holder for good reason within 24 months following a change in control transaction, the RSUs become fully vested. Mr. Prow

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was retirement eligible (age 60 with 5 years of service) for purposes of his RSU awards on December 31, 2022. The Vertex Merger Grant of RSUs vests in full upon a termination of the recipient’s employment without cause or for good reason, as such terms are defined in the applicable award agreement, or due to death or disability.

TSR Awards. Upon termination due to death or disability, the TSR awards remain eligible to vest based on actual performance over the performance period (or as determined upon a change in control event as described below if such an event occurs during the performance period) as if the award holder had remained employed. Upon termination due to retirement (termination at or after age 60 with at least 5 years of service, other than termination by the Company for cause or due to death or disability) or termination by the Company without cause, a prorated portion of the TSR award will remain eligible to vest based on actual performance over the performance period (or as determined upon a change in control event as described below if such an event occurs during the performance period) as if employment had continued, and any remaining unvested portion will expire unless the termination was due to retirement and the award holder agrees to comply with the non-competition covenants contained in the TSR award agreement, in which case the portion of the award that vests will not be prorated. If the award holder is not retirement eligible upon voluntary resignation, the unvested portions of the award will be forfeited. If employment is terminated by the Company without cause or by the award holder for good reason within 24 months following a change in control transaction, the award becomes fully vested, with a prorated portion of the award determined by calculating the average performance

over any completed and open performance periods (based on actual performance through the date of the change in control event) and the remainder based on assumed target performance.

Each of the NEOs has accepted the terms and conditions with respect to their awards, including restrictive covenants. Mr. Prow iswas retirement eligible (age 60 with 5 years of service) for purposes of his ~~long-term incentive awards~~TSR Awards on December 31, ~~2021.~~2022.

Vectrus Systems Corporation Excess Savings Plan. ~~Payment of the~~The NEOs’ accounts under this plan would be ~~triggered by~~paid out upon a change in control or a termination of employment or death of the NEO. The definition of change in control under this plan is consistent with the corresponding definition under Code Section 409A. Since there is no accelerated vesting or other enhancement of benefits under the plan in connection with a termination or change in control, we have not disclosed the NEOs’ accounts in the table below. For information regarding this plan and

the NEOs’ aggregate balances as of December 31, ~~2021,~~2022, see the ~~“Non-Qualified~~Non-Qualified Deferred Compensation ~~Plan”~~Plan table above.

Vectrus Systems Corporation Non-Qualified Deferred Compensation Plan. ~~Payment of the~~The NEOs’ accounts under this plan would be ~~triggered by~~paid out upon a change in control or a termination of employment or death of the NEO. Since there is no accelerated vesting or other enhancement of benefits under the plan, we have not disclosed the NEOs’ accounts in the table below. For information regarding this plan and the NEOs’ aggregate balances as of December 31, ~~2021,~~2022, see the ~~“Non-Qualified~~Non-Qualified Deferred Compensation ~~Plan”~~Plan table above.

Additional ~~Information.~~Information. The change in control and employment termination provisions in these plans and agreements are intended to provide protections in the context of change in control transaction and certain termination events so that the executives can focus on preserving value for shareholders when evaluating situations that, without these provisions, could be personally adverse to the executive. Except for the Vectrus Systems Corporation Excess Savings Plan, which defines a change in control by reference to the corresponding definition under Code Section 409A, as of December 31, ~~2021,~~2022, change in control was generally defined as one of the following acceleration events ~~(“Acceleration Events”~~(each, an “Acceleration Event”) for purposes of these plans and agreements:

1.

A report on Schedule 13D was filed with the SEC disclosing that any person, other than V2X or one of its subsidiaries or any employee benefit plan that is sponsored by V2X or a subsidiary, had become the beneficial owner of 30% or more of V2X outstanding stock;

2.

A person other than V2X or one of its subsidiaries

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or any employee benefit plan that is sponsored by V2X or a subsidiary purchased V2X shares in connection with a tender or exchange offer, if after consummation of the offer the person purchasing the shares is the beneficial owner of 30% or more of V2X outstanding stock;

3.

The consummation of:

(a)

any consolidation, business combination or merger of V2X other than a consolidation, business combination or merger in which the shareholders of V2X immediately prior to the merger would hold 50% or more of the combined voting power of V2X or the surviving corporation of the merger and would have the same proportionate ownership of common stock of the surviving corporation that they held in V2X immediately prior to the merger; or

(b)

any sale, lease, exchange or other transfer of all or substantially all of the assets of V2X;

4.
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(c)

A majority of the members of the Board of Directors of V2X changed within a 12-month period, unless the election or nomination for election of each of the new Directors by V2X’s shareholders had been approved by two-thirds of the Directors still in office who had been Directors at the beginning of the 12-month period or whose nomination for election or election was

recommended or approved by a majority of Directors who were Directors at the beginning of the 12-month period; or

(d)

5.

Any person other than V2X or one of its subsidiaries or any employee benefit plan sponsored by V2X or a subsidiary became the beneficial owner of 30% or more of V2X outstanding stock.

~~The Potential Post-Employment Compensation table on the following page provides additional information.~~

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POTENTIAL POST-EMPLOYMENT COMPENSATION

Executive*
Resignation
(a)($)

Termination
for Cause
(b)($)

Death
(c)($)

Disability
(d)($)

Termination
Not For
Cause
(e)($)

Change in
Control and
Termination
Not For
Cause or
With Good
Reason
(f)($)

Charles L. Prow

Severance(1)
0 0 0 0 1,893,953 4,059,457

2020 – 2022 TSR Award(2)
0 0 783,750 783,750 783,750 590,932

2021 – 2023 TSR Award(2)
0 0 787,500 787,500 787,500 700,035

Unvested RSUs(3)
0 0 1,810,981 1,810,981 1,810,981 1,810,981
Total 0 0 3,382,231 3,382,231 5,276,184 7,161,405
Susan D. Lynch

Severance(1)
0 0 0 0 453,559 1,525,386

2020 – 2022 TSR Award(2)
0 0 185,625 185,625 123,756 139,958

2021 – 2023 TSR Award(2)
0 0 168,750 168,750 56,244 150,008

Unvested RSUs(3)
0 0 385,063 385,063 119,002 385,063
Total 0 0 739,438 739,438 752,561 2,200,415
Susan L. Deagle

Severance(1)
0 0 0 0 451,561 1,367,047

2020 – 2022 TSR Award(2)
0 0 144,375 144,375 96,255 108,856

2021 – 2023 TSR Award(2)
0 0 146,250 146,250 48,745 130,007

Unvested RSUs(3)
0 0 322,541 322,541 127,515 322,541
Total 0 0 613,166 613,166 724,076 1,928,451

David A. Hathaway(4)

Severance(1)
0 0 0 0 0 0

2020 – 2022 TSR Award(2)
0 0 0 0 0 0

2021 – 2023 TSR Award(2)
0 0 0 0 0 0

Unvested RSUs(3)
0 0 0 0 0 0
Total 0 0 0 0 0 0
Kevin T. Boyle

Severance(1)
0 0 0 0 407,559 1,250,486

2020 – 2022 TSR Award(2)
0 0 123,750 123,750 82,504 93,305

2021 – 2023 TSR Award(2)
0 0 121,875 121,875 40,621 108,339

Unvested RSUs(3)
0 0 282,630 282,630 115,798 282,630
Total 0 0 528,255 528,255 646,482 1,734,760
Kenneth W. Shreves

Severance(1)
0 0 0 0 433,590 960,360

2020 – 2022 TSR Award(2)
0 0 61,875 61,875 41,252 46,653

2021 – 2023 TSR Award(2)
0 0 93,750 93,750 31,247 83,338

Unvested RSUs(3)
0 0 185,277 185,277 73,690 185,277
Total 0 0 340,902 340,902 579,779 1,275,628

The Potential Post-Employment Compensation table below provides additional information assuming the applicable termination of employment took place on the last day of fiscal 2022.

Executive	Resignation (a)($)	Termination for Cause (b)($)	Death (c)($)	Disability (d)($)	Termination Not For Cause (e)($)	Change in Control and Termination Not For Cause or With Good Reason (f)($)
Charles L. Prow
Severance(1)	0	0	0	0	2,245,878	4,492,997
2021 – 2023 TSR Award(2)	522,585	0	522,585	522,585	522,585	522,585
2022 – 2024 TSR Award(2)	1,039,000	0	1,039,000	1,039,000	1,039,000	1,039,000
Unvested RSUs(3)	2,172,473	0	2,172,473	2,172,473	2,172,473	2,172,473
Total	3,734,058	0	3,734,058	3,734,058	5,979,936	8,227,055
Susan D. Lynch
Severance(1)	0	0	0	0	517,433	1,786,063
2021 – 2023 TSR Award(2)	0	0	111,983	111,983	74,655	111,983
2022 – 2024 TSR Award(2)	0	0	249,360	249,360	83,120	249,360
Unvested RSUs(3)	0	0	507,867	507,867	169,413	507,867
Total	0	0	869,210	869,210	844,621	2,655,273
John “Ed” Boyington, Jr.
Severance(1)	0	0	0	0	583,000	0
2021 – 2023 TSR Award(2)	0	0	0	0	0	0
2022 – 2024 TSR Award(2)	0	0	0	0	0	0
Unvested RSUs(3)	0	0	21,384,834	21,384,834	21,384,834	21,384,834
Total	0	0	21,384,834	21,384,834	21,967,834	21,384,834
William W. Beard
Severance(1)	0	0	0	0	347,175	0
2021 – 2023 TSR Award(2)	0	0	0	0	0	0
2022 – 2024 TSR Award(2)	0	0	0	0	0	0
Unvested RSUs(3)	0	0	4,841,583	4,841,583	4,841,583	4,841,583
Total	0	0	4,841,583	4,841,583	5,188,758	4,841,583
Richard Mendoza
Severance(1)	0	0	0	0	301,042	0
2021 – 2023 TSR Award(2)	0	0	0	0	0	0
2022 – 2024 TSR Award(2)	0	0	0	0	0	0
Unvested RSUs(3)	0	0	3,007,027	3,007,027	3,007,027	3,007,027
Total	0	0	3,007,027	3,007,027	3,308,069	3,007,027

(1)

Amounts shown in column (e) reflect the cash severance and estimated cost to V2X of the continuation of

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benefits under the Senior Executive Severance Pay Plan, which would have been as follows: Mr. Prow ($~~1,884,050~~2,231,250 the combination of the CEO’s base salary and target annual incentive opportunity multiplied by the months of severance earned under the Plan and ~~$9,903)~~$14,628); Ms. Lynch ($~~441,000~~500,000 and ~~$12,559); Ms. Deagle ($444,167 and $7,394)~~$17,433); Mr. ~~Boyle~~Boyington ($~~395,000~~583,000 and ~~$12,559)~~$0); Mr. Beard ($346,777 and $398); and Mr. ~~Shreves~~Mendoza ($~~433,333~~300,644 and ~~$257)~~$398). Amounts shown in column (f) reflect the cash severance and estimated cost to V2X of the continuation of benefits under the Special Senior Executive Severance Pay Plan, which would have been

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as follows: Mr. Prow ($~~4,037,250~~4,462,500 and ~~$22,207);~~$30,497) and Ms. Lynch ($~~1,499,400~~1,750,000 and ~~$25,986); Ms. Deagle ($1,353,000~~$36,063). At December 31, 2022, Messrs. Boyington, Beard and ~~$14,047); Mr. Boyle ($1,224,500 and $25,986); and Mr. Shreves ($960,000 and $360).~~Mendoza were not covered under the Special Senior Executive Severance Pay Plan.

(2)

Amounts shown in columns (c), (d), (e) and ~~(e)~~(f) for the ~~2020-2022~~2021-2023 TSR awards are based on actual performance for the ~~years~~year ended ~~December 31, 2020 and~~ December 31, 2021 and for the period of January 1, 2022 to July 5, 2022, and target performance (100%) for the period of July 5, 2022 through December 31, 2022 and for the remaining two measurement periods, with the amount in column (e) prorated to reflect the 2/3 of the performance period that would have been completed on December 31, ~~2021.~~2022. Amounts shown in columns (c), (d), (e) and ~~(e)~~(f) for the ~~2021-2023~~2022-2024 TSR awards are based on actual performance for the ~~year ended December 31, 2021~~period of January 1, 2022 to July 5, 2022 and target performance (100%) for the period of July 5, 2022 through December 31, 2022 and for the remaining three measurement periods, with the amount in column (e) prorated to reflect the 1/3 of the performance period that would have been completed on December 31, 2021. Amounts shown in column (f) for the 2020-2022 TSR awards were calculated in accordance with the award agreements by multiplying a prorated portion of the award (2/3) by an average payout factor based on actual performance results through December 31, 2021, and multiplying the remainder of the award (1/3) by a payout factor of 100%, reflecting target performance. Amounts shown in column (f) for the 2021-2023 TSR awards were calculated in accordance with the award agreements by multiplying a prorated portion of the award (1/3) by an average payout factor based on actual performance results through December 31, 2021, and multiplying the remainder of the award (2/3) by a payout factor of 100%, reflecting target performance.2022. At December 31, ~~2021,~~2022, Mr. Prow was eligible for retirement treatment (age 60 with 5 years of service) for purposes of his outstanding TSR awards.

(3)

Amounts shown in columns (c), (d) and (f) reflect the market value of unvested RSUs based on a ~~$45.77~~$41.29 per share value, the closing price of V2X common stock on December ~~31, 2021.~~30, 2022. Amounts shown in column (e) for legacy Vectrus NEOs reflect the prorated portion of the unvested RSUs based on the number of full months of employment between the grant date and ~~December 31, 2021.~~the end of the applicable vesting period. At December 31, ~~2021,~~2022, Mr. Prow was eligible for retirement treatment (age 60 with 5 years of service) for purposes of his outstanding RSUs. Amounts shown in such columns for the legacy Vertex NEOs indicate the value of the RSU awards granted in connection with the Merger upon full vesting on such date, which would occur per their terms upon the recipient’s death or disability or a termination without cause or for good reason, as such terms are defined in the award agreement.

~~(4)~~
CEO PAY RATIO

~~Mr. Hathaway’s employment~~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 in “2022 Compensation Information for NEOs” earlier in this Proxy Statement. The Company ~~ended~~believes its compensation philosophy and process represent a responsible approach toward CEO pay. The required disclosure is presented as follows:

	Median Employee Total Annual Compensation:			$70,988
	CEO Total Annual Compensation:			$4,619,679
	Ratio of CEO Pay to Median Employee Compensation:			65.1 to 1.0

In determining the median employee, the Company prepared a listing of all employees as of October 31, 2022. This includes U.S. and non-U.S. employees who were full-time, part-time or temporary employees and those on ~~September 3, 2021.~~an approved leave of absence. Approximately 6,500 subcontractors were not included in the analysis because they are 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, 2021 through October 31, 2022. 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. As of October 31, 2022, the Company employed approximately 14,100 persons, excluding the CEO and subcontractors.

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.

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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 three fiscal years.

Pay Versus Performance Table

Fiscal Year(1)	Summary Compensation Table Total for CEO ($)(2)	Compensation Actually Paid for CEO ($)(3)	Average Summary Compensation Table Total for Non-CEO NEOs ($)(4)	Average Compensation Actually Paid for Non-CEO NEOs ($)(5)	Value of Initial Fixed $100 Investment Based on:		GAAP Net Income ($)(8)	Adjusted Diluted Earnings Per Share ($)(9)
Fiscal Year(1)	Summary Compensation Table Total for CEO ($)(2)	Compensation Actually Paid for CEO ($)(3)		Average Compensation Actually Paid for Non-CEO NEOs ($)(5)	Company Total Shareholder Return ($)(6)	Peer Group Total Shareholder Return ($)(7)	GAAP Net Income ($)(8)	Adjusted Diluted Earnings Per Share ($)(9)
2022	4,619,679	4,505,434	6,866,764	8,171,106	80.55	101.87	(14,330,000)	4.16
2021	4,083,541	3,185,883	1,049,196	854,711	89.29	107.72	45,728,000	3.96
2020	3,441,257	3,301,633	1,011,132	993,030	97.00	105.62	36,951,000	3.09

(1)

Year-ended December 31.

(2)

Amounts in this column reflect the total compensation as reported in the Summary Compensation Table for Charles L. Prow, President and Chief Executive Officer.

(3)

Amounts in this column reflect the Summary Compensation Table total for Charles L. Prow, President and Chief Executive Officer minus the value of Stock Awards and Option Awards granted in the year (as reported in the Summary Compensation Table), plus the fair value of 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.

(4)

Amounts in this column reflect the average total compensation as reported in the Summary Compensation Table for the following Non-CEO NEOs:

•

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

•

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

•

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

Amounts also reflect the one-time Vertex Merger Grant in 2022 that impacts the average Summary Compensation Table total for Non-CEO NEOs in 2022.

(5)

Amounts in this column reflect the average Summary Compensation Table total for all Non-CEO NEOs (as disclosed in footnote 4 above) minus the value of Stock Awards and Option Awards granted in the year (as reported in the Summary Compensation Table), plus the fair value of 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. Amounts also 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, see the table below.

(6)

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

(7)

Reflects S&P Aerospace and Defense Select Industry Index.

(8)

As of year-ended December 31.

(9)

Year-ended December 31.

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The following tables provide reconciliations of the CEO’s and the average non-CEO NEOs’ compensation reported in the Summary Compensation Table (“SCT”) to compensation actually paid (“CAP”), each as described in the table above and the accompanying footnotes.

CEO SCT Total to CAP Reconciliation

Fiscal Year	Salary ($)	Bonus and Non-Equity Incentive Compensation ($)	Other Compensation ($)(1)	SCT Total ($)	Deductions from SCT Total ($)(2)	Additions to SCT Total ($)(3)	CAP ($)
2022	831,310	1,251,965	36,391	4,619,679	(2,500,013)	2,385,768	4,505,434
2021	764,619	1,185,106	33,844	4,083,541	(2,099,972)	1,202,314	3,185,883
2020	738,467	769,400	33,371	3,441,257	(1,900,019)	1,760,395	3,301,633

(1)

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

(2)

Represents the grant date fair value of equity-based awards granted each year. We do not offer a pension plan, therefore, no adjustment for pension value needed.

(3)

Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown.

Average Non-CEO NEOs SCT Total to CAP Reconciliation

Fiscal Year	Salary ($)	Bonus and Non-Equity Incentive Compensation ($)	Other Compensation ($)(1)	SCT Total ($)	Deductions from SCT Total ($)(2)	Additions to SCT Total ($)(3)	CAP ($)
2022	286,439	410,925	15,530	6,866,764	(6,153,870)	7,458,212	8,171,106
2021	375,981	298,504	13,706	1,049,196	(361,005)	166,520	854,711
2020	397,271	235,775	15,577	1,011,132	(362,509)	344,407	993,030

(1)

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

(2)

Represents the grant date fair value of equity-based awards granted each year. We do not offer a pension plan, therefore, no adjustment for pension value needed.

(3)

Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown.

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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 2020 – 2022 period) between (1) our total shareholder return and that of the S&P Aerospace and Defense Select Industry Index and (2) the compensation actually paid to our CEO and other NEOs versus each of our TSR, our net income and our Adjusted Diluted EPS.

Company TSR versus Peer Group TSR

CAP versus TSR

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CAP versus Net Income/(Loss)

CAP versus Adjusted Diluted EPS

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Most Important Performance Measures to Determine CAP for 2022

The five items listed below represent the most important metrics we used to determine CAP for 2022 as further described in our “Compensation Discussion and Analysis.”

		Most Important Performance Measures
		Adjusted Diluted Earnings Per Share
		Days Sales Outstanding
		Revenue
		New Business
		Individual Strategic Achievements

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HOW TO ATTEND THE VIRTUAL ~~2022~~2023 ANNUAL MEETING OF
SHAREHOLDERS

To be admitted to the ~~2022~~2023 Annual Meeting, please visit www.virtualshareholdermeeting.com/~~VVX2022~~VVX2023. When prompted, you must enter the 16-digit control number found on your proxy card, voting instruction form or notice you receive with these proxy materials. You may vote or ask questions during the ~~2022~~2023 Annual Meeting by following the instructions available on www.virtualshareholdermeeting.com/~~VVX2022~~VVX2023. Persons without a control number may attend the ~~2022~~2023 Annual Meeting as guests, but they will not have the option to vote shares or ask questions. Whether or not you plan to attend the ~~2022~~2023 Annual Meeting, we urge you to vote and submit your proxy in advance of the ~~2022~~2023 Annual Meeting by one of the methods described in these proxy materials.

You may begin to log into the virtual meeting platform at www.virtualshareholdermeeting.com/~~VVX2022~~VVX2023 and enter your control number beginning at 7:45 a.m. Eastern Time on ~~October 27, 2022.~~May 4, 2023. The meeting platform is fully supported across browsers ~~(Internet Explorer, Firefox,~~(Firefox, Chrome, Microsoft Edge, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong ~~WiFi~~Wi-Fi connection wherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting. A replay of the webcast will be available on the Investor Relations page of the Company’s website 24 hours after the ~~2022~~2023 Annual Meeting at ~~http:~~https://~~investors.vectrus.com/~~www.gov2x.com (under “Investors”) until ~~October 27, 2023.~~May 4, 2024.

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~~APPENDIX A~~

~~SECOND AMENDMENT AND RESTATEMENT OF THE~~
~~V2X, INC.~~
~~2014 OMNIBUS INCENTIVE PLAN~~
~~(Effective as of October 27, 2022, Subject to Shareholder Approval)~~

~~ARTICLE I~~

~~ESTABLISHMENT, PURPOSE, AND DURATION~~

~~1.1~~ ~~Establishment. V2X, Inc., an Indiana corporation (formerly known as Vectrus, Inc., and hereinafter referred to as the “Company”), has established an incentive compensation plan previously known as the Vectrus, Inc. 2014 Omnibus Incentive Plan (the “Prior Plan”), as renamed, amended and restated by this second amendment and restatement (hereinafter referred to as the “Plan~~”), as set forth in this document. The Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights (SARs), Restricted Stock, Restricted Stock Units and Other Awards, including cash bonus awards.

~~The Plan first became effective September 27, 2014 (the “Effective Date”). The Plan shall remain in effect as provided in Section 1.3 hereof.~~

~~1.2~~ ~~Purpose of the Plan~~. The purpose of the Plan is to promote the long-term interests of the Company and its shareholders by strengthening the Company’s ability to attract and retain Employees of the Company and its Affiliates and members of the Board of Directors upon whose judgment, initiative, and efforts the financial success and growth of the business of the Company largely depend, and to provide an additional incentive for such individuals through share ownership, cash incentives and other rights that promote and recognize the financial success and growth of the Company and create value for shareholders.

~~1.3~~ ~~Duration of the Plan. The Plan commenced as of the Effective Date, as described in Section 1.1 hereof, and shall remain in effect, subject to the right of the Compensation and Personnel Committee of the Board, (the “Committee”) to amend or terminate the Plan at any time pursuant to Article 13 hereof, until October 27, 2032.~~

~~ARTICLE II~~

~~DEFINITIONS~~

~~Whenever used in the Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized.~~

~~2.1 “Acceleration Event~~” shall be deemed to have occurred as of the first day that any one or more of the following conditions described in Sections 2.1.1, 2.1.2, 2.1.3, 2.1.4 and 2.1.5 have been satisfied on or after the Effective Date.

2.1.1 a report on Schedule 13D shall be filed with the Securities and Exchange Commission pursuant to Section 13(d) of the Exchange Act disclosing that any Person, other than the Company or a Subsidiary or any employee benefit plan sponsored by the Company or a Subsidiary (or related trust), is the Beneficial Owner directly or indirectly of thirty percent (30%) or more of the outstanding Shares;

2.1.2 any Person, other than the Company or a Subsidiary, or any employee benefit plan sponsored by the Company or a Subsidiary (or related trust), shall purchase shares pursuant to a tender offer or exchange offer to acquire any Shares (or securities convertible into Shares) for cash, securities or any other consideration, provided that after consummation of the offer, the Person in question is the Beneficial Owner, directly or indirectly, of thirty percent (30%) or more of the outstanding Shares (calculated as provided in paragraph (d) of Rule 13d-3 under the Exchange Act in the case of rights to acquire Shares);

~~2.1.3 the consummation of:~~

(a) any consolidation, business combination or merger involving the Company, other than a consolidation, business combination or merger involving the Company in which holders of Shares immediately prior to the consolidation, business combination or merger (x) hold fifty percent (50%) or more of the combined voting power of the Company (or the corporation resulting from the consolidation, business combination or merger or the parent of such corporation) after the merger and (y) have the same proportionate ownership of common stock of the Company (or the corporation resulting from the consolidation, business combination or merger or the parent of such corporation),

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relative to other holders of Shares immediately prior to the consolidation, business combination or merger, immediately after the consolidation, business combination or merger as immediately before; or [MISSING IMAGE: cv_obc-4c.jpg]

~~(b) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of the Company;~~

2.1.4 there shall have been a change in a majority of the members of the Board within a 12-month period unless the election or nomination for election by the Company’s shareholders of each new director during such 12-month period was approved by the vote of two-thirds of the directors then still in office who (x) were directors at the beginning of such 12-month period or (y) whose nomination for election or election as directors was recommended or approved by a majority of the directors who were directors at the beginning of such 12-month period; or

2.1.5 any Person, other than the Company or a Subsidiary or any employee benefit plan sponsored by the Company or a Subsidiary (or related trust), becomes the Beneficial Owner of thirty percent (30%) or more of the Shares.

~~2.2 “Affiliate” means any Subsidiary and any other Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.~~

~~2.3 “Award~~” means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, SARs, Restricted Stock, Restricted Stock Units, Converted Awards and Other Awards (including Performance Stock Units).

~~2.4 “Award Agreement~~” means either (i) an agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to Awards granted under this Plan, or (ii) a statement issued by the Company to a Participant describing the terms and conditions of such Award.

~~2.5 “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.~~

~~2.6 “Board” or “Board of Directors” means the Board of Directors of the Company.~~

~~2.7 “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.~~

~~2.8 “Committee” means the Compensation and Personnel Committee of the Board.~~

~~2.9 “Company~~” means V2X, Inc., an Indiana corporation, and any successor thereto as provided in Article 15 herein; provided, however, that for purposes of grants made under a Predecessor Plan, Company shall mean the Predecessor Corporation, as applicable, as the original grantor.

~~2.10 “Converted Award~~” means Nonqualified Stock Options, Incentive Stock Options, SARs, Restricted Stock, Restricted Stock Units and Other Awards granted in replacement of awards that were originally granted to a Participant under a Predecessor Plan.

~~2.11 “Director” means any individual who is a member of the Board of Directors.~~

~~2.12 “Employee” means any employee of or other individual service provider to the Company or its Affiliates.~~

~~2.13 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.~~

~~2.14 “Fair Market Value” means a price that is based on the opening, closing, actual, high, low, or average selling prices of a Share on the New York Stock Exchange (“NYSE~~”) or other established stock exchange (or exchanges) on the applicable date, the preceding trading day, the next succeeding trading day, or an average of trading days, as determined by the Committee in its discretion.

Such definition of Fair Market Value may differ depending on whether Fair Market Value is in reference to the grant, exercise, vesting, or settlement or payout of an Award. If, however, the accounting standards used to account for equity awards granted to Participants are substantially modified subsequent to the Effective Date of the Plan, the Committee shall have the ability to determine an Award’s Fair Market Value based on the relevant facts and circumstances. If Shares are not traded on an established stock exchange, Fair Market Value shall be determined by the Committee based on objective criteria.

~~2.15 “Freestanding SAR” means a SAR that is granted independently of any Options, as described in Article 7 herein.~~

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~~2.16 “Grant Price” means the amount to which the Fair Market Value of a Share is compared pursuant to Section 7.6 to determine the amount of payment that should be made upon exercise of a SAR.~~ [MISSING IMAGE: px_page01-bw.jpg]

~~2.17 “Incentive Stock Option” or “ISO” means an Option that meets the requirements of Code Section 422, or any successor provision, and that is not designated as a Nonqualified Stock Option.~~

~~2.18 “Insider~~” means an individual who is, on the relevant date, an officer, Director, or more than ten percent (10%) Beneficial Owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board or the Committee in accordance with Section 16 of the Exchange Act.

~~2.19 “Non-Employee Director” means a Director who is not an employee of the Company or an Affiliate of the Company.~~

~~2.20 “Nonqualified Stock Option” or “NQSO” means an Option that is not intended to meet the requirements of Code Section 422, or that otherwise does not meet such requirements.~~

~~2.21 “Option” means an Incentive Stock Option or a Nonqualified Stock Option to purchase Shares, as described in Article 6 herein.~~

~~2.22 “Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.~~

~~2.23 “Other Award” means an Award granted to a Participant pursuant to Article 9 herein.~~

~~2.24 “Participant” means an Employee or Director who has been selected to receive an Award or who has an outstanding Award granted under the Plan.~~

~~2.25 “Performance Period” means the period of time during which the performance goals must be met in order to determine the amount of payout and/or vesting with respect to an Award.~~

~~2.26 “Performance Stock Unit” shall have the meaning set forth in Article IX herein.~~

~~2.27 “Period of Restriction~~” means the period when Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, at its discretion) and transfer restrictions, as provided in Article 8 herein.

~~2.28 “Person~~” shall have the meaning given in Section 3(a) (9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; provided that from and after July 5, 2022, for purposes of Section 2.1, “Person” shall not include American Industrial Partners Capital Fund VI, L.P., a Delaware limited partnership; (2) AIPCF VI Vertex Aerospace Funding LP, a Delaware limited partnership; and (3) Vertex Aerospace Holdco LLC, a Delaware limited liability company.

~~2.29 “Plan Year” means the fiscal year of the Company.~~

~~2.30 “Plan” means the~~ V2X, Inc. Second Amended and Restated 2014 Omnibus Incentive Plan, as may be amended from time to time; provided, however, that for purposes of grants made under a Predecessor Plan, Plan shall mean a Predecessor Plan, as it existed on the date of such grant.

~~2.31 “Predecessor Corporation” means Exelis Inc. and ITT Corporation.~~

~~2.32 “Predecessor Plan” means the Exelis Inc. 2011 Omnibus Incentive Plan and the ITT 2003 Equity Incentive Plan.~~

~~2.33 “Restatement Date” means October 27, 2022.~~

~~2.34 “Restricted Stock” means an Award granted to a Participant pursuant to Article 8 herein.~~

~~2.35 “Restricted Stock Unit” means an Award granted to a Participant pursuant to Article 8 herein.~~

~~2.36 “Share” means a share of common stock of the Company, $0.01 par value per share.~~

~~2.37 “Stock Appreciation Right” or “SAR” means an Award granted to a Participant pursuant to Article 7 herein.~~

~~2.38 “Subsidiary~~” means any corporation, partnership, joint venture, limited liability company, or other entity (other than the Company) in an unbroken chain of entities beginning with the Company if each of the entities

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~~other than the last entity in the unbroken chain owns at least fifty percent (50%) of the total combined voting power in one of the other entities in such chain.~~

~~2.39 “Tandem SAR” means a SAR that is granted in connection with a related Option pursuant to Article 7.~~

~~ARTICLE III~~

~~ADMINISTRATION~~

~~3.1~~ ~~General~~. The Committee shall be responsible for administering the Plan. The Committee may employ attorneys, consultants, accountants, and other persons, and the Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice, opinions, or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Participants, the Company, and all other interested persons.

~~3.2~~ ~~Authority of the Committee~~. The Committee shall have full and exclusive discretionary power to interpret the terms and the intent of the Plan and to determine eligibility for Awards and to adopt such rules, regulations, and guidelines for administering the Plan as the Committee may deem necessary or proper. Such authority shall include, but not be limited to, selecting Award recipients, establishing all Award terms and conditions and, subject to Section 4.3 and Article 13, adopting modifications and amendments to the Plan or any Award Agreement, including without limitation, any that are necessary to comply with the laws of the countries in which the Company and its Affiliates operate. Notwithstanding the foregoing, the Committee may only accelerate the vesting, distribution or payout of an Award in connection with an adjustment pursuant to Section 4.3, death, disability or an Acceleration Event.

~~3.3~~ ~~Delegation~~. The Committee may delegate to one or more of its members or to one or more agents or advisors such administrative duties as it may deem advisable, and the Committee or any person to whom it has delegated duties as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan. The Committee may, by resolution, authorize one or more officers of the Company to do one or both of the following: (a) designate Employees and Directors to be recipients of Awards; and (b) determine the size of the Award; provided, however, the Committee shall not delegate such responsibilities to any such officer for Awards granted to an Employee who is an Insider.

~~ARTICLE IV~~

~~SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS~~

~~4.1~~ ~~Number of Shares Available for Awards~~. Subject to adjustment as provided in Section 4.3 herein, the number of Shares hereby reserved for issuance after the Restatement Date to Participants under the Plan shall be equal to the sum of (i) 893,000 (eight hundred and ninety-three thousand) Shares; (ii) the number of Shares reserved but unissued under the Existing Plan as of the Restatement Date; and (iii) the number of Shares that become available for reuse under the Existing Plan following the Restatement Date in accordance with the terms and conditions of the Prior Plan. For purposes of the prior sentence, Shares subject to Converted Awards shall not be considered available for issuance under the Predecessor Plan. Any Shares related to Awards (including Converted Awards) that terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, are settled in cash in lieu of Shares, or are exchanged with the Committee’s permission for Awards not involving Shares (including Awards issued prior to the Restatement Date), shall be available again for grant under the Plan. Notwithstanding the foregoing, (a) upon the exercise of a stock-settled Stock Appreciation Right or net-settled Option, the number of Shares subject to the Award (or portion of the Award) that is then being exercised shall be counted against the maximum aggregate number of Shares that may be issued under the Plan as provided above, on the basis of one Share for every Share subject thereto, regardless of the actual number of Shares issued upon exercise, (b) any Shares withheld with respect to an Award (or, with respect to Restricted Stock, returned) in satisfaction of tax withholding obligations shall be counted as Shares issued and (c) any Shares tendered in satisfaction of tax withholding obligations or an Option exercise price or repurchased by the Company with proceeds collected in connection with the exercise of an Option may not be added back to the maximum aggregate number of Shares that may be issued under the Plan. All of the reserved Shares may be used as ISOs. The Shares available for issuance under the Plan may be authorized and unissued Shares or treasury Shares.

~~4.2~~ ~~Non-Employee Director Limitations~~. The maximum grant date fair value of Awards granted during a single fiscal year to any Non-Employee Director, together with all cash fees paid during the fiscal year in respect of the Non-Employee Director’s service as a member of the Board and any Board committees, shall not exceed

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~~$500,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes).~~

~~4.3~~ ~~Adjustments in Authorized Shares~~. In the event of any stock dividend, stock split, spin off, rights offering, or recapitalization, extraordinary dividend or similar event, the Committee shall cause there to be made an equitable adjustment to: (a) the number and, if applicable, kind of shares that may be issued under the Plan or pursuant to any type of Award under the Plan, (b) the number and, if applicable, kind of shares subject to outstanding Awards and (c) as applicable, the Option Price or Grant Price of any then outstanding Awards. In the event of any other change in corporate structure or capitalization, such as a merger, consolidation, any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or any partial or complete liquidation of the Company, the Committee, in its sole discretion, in order to prevent dilution or enlargement of Participants’ rights under the Plan, shall cause there to be made such equitable adjustments described in the foregoing sentence. Any fractional shares resulting from adjustments made pursuant to this Section 4.3 shall be eliminated. Any adjustment made pursuant to this Section 4.3 shall be conclusive and binding for all purposes of the Plan.

Appropriate adjustments may also be made by the Committee in the terms of any Awards under the Plan to reflect such changes or distributions and to modify any other terms of outstanding Awards on an equitable basis, including modifications of performance goals and changes in the length of Performance Periods. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under the Plan.

Subject to the provisions of Article 12, without affecting the number of Shares reserved or available hereunder, the Committee may authorize the issuance or assumption of benefits under this Plan in connection with any merger, consolidation, acquisition of property or stock, share exchange, amalgamation, reorganization or similar transaction upon such terms and conditions as it may deem appropriate; provided, however, that no such issuance or assumption shall be made without affecting the number of Shares reserved or available hereunder if it would prevent the granting of ISOs under the Plan.

~~4.4~~ ~~Minimum Vesting for Equity Awards~~. Except in the event of the death, disability or in connection with an adjustment pursuant to Section 4.3 or an Acceleration Event, Awards granted to an Employee under the Plan shall be subject to a minimum vesting period of one year. Notwithstanding the foregoing, the Committee may grant Awards without the above-described minimum vesting requirements, or may permit and authorize acceleration of vesting of Awards otherwise subject to the above-described minimum vesting requirements, with respect to Awards covering 5% or fewer of the total number of Shares authorized under the Plan.

~~ARTICLE V~~

~~ELIGIBILITY AND PARTICIPATION~~

~~5.1~~ ~~Eligibility. Individuals eligible to participate in this Plan are the Employees and Directors.~~

~~5.2~~ ~~Actual Participation~~. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible individuals, those to whom Awards shall be granted and shall determine the form and amount of each Award.

~~5.3~~ ~~Prior Participation~~. Notwithstanding any other provision of the Plan to the contrary, all prior service and participation by a Participant with a Predecessor Corporation shall be credited in full towards a Participant’s service and participation with the Company.

~~ARTICLE VI~~

~~STOCK OPTIONS~~

~~6.1~~ ~~Grant of Options~~. Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee.

ISOs may not be granted following the ten-year (10) anniversary of the date the Plan was last approved by shareholders in a manner that satisfies the shareholder approval requirements applicable to ISOs. ISOs may be granted only to Employees.

~~6.2~~ ~~Award Agreement~~. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the duration of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested and exercisable, and such other provisions as the Committee shall

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~~determine which are not inconsistent with the terms of the Plan. The Award Agreement also shall specify whether the Option is intended to be an ISO or an NQSO.~~

~~6.3~~ ~~Option Price~~. The Option Price for each grant of an Option under this Plan shall be as determined by the Committee; provided, however, the Option Price shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date the Option is granted.

~~6.4~~ ~~Duration of Options~~. Each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant; provided, however, no Option shall be exercisable later than the tenth (10th) anniversary of its grant.

~~6.5~~ ~~Exercise of Options~~. Options granted under this Article 6 shall be exercisable at such times and be subject to such terms and conditions as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant.

~~6.6~~ ~~Payment~~. Options granted under this Article 6 shall be exercised by the delivery of notice of exercise to an agent designated by the Company or by complying with any alternative procedures which may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised.

A condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment of the Option Price. The Option may be exercised (and the Option Price may be satisfied) by (a) delivering cash or its equivalent, (b) tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the Option Price, (c) broker-assisted cashless exercise, (d) net exercise, (e) a combination of the foregoing or (f) by any other method approved by the Committee in its sole discretion. The Committee shall determine acceptable methods for tendering Shares as payment upon exercise of an Option and may impose such limitations and prohibitions on the use of Shares to exercise an Option as it deems appropriate.

Subject to any governing rules or regulations, as soon as practicable after receipt of written notification of exercise and full payment (including satisfaction of any applicable tax withholding), the Company shall deliver to the Participant evidence of book entry Shares, or upon the Participant’s request, Share certificates in an appropriate amount based upon the number of Shares purchased under the Option(s).

~~Unless otherwise determined by the Committee, all payments under the methods indicated above shall be paid in United States dollars.~~

~~6.7~~ ~~Restrictions on Share Transferability~~. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares.

~~6.8~~ ~~Termination of Employment or Service as a Director~~. The impact of a termination of a Participant’s employment on an Option’s vesting and exercise period shall be determined by the Committee, in its sole discretion, in the Participant’s Award Agreement, and need not be uniform among Option grants or Participants. The impact of a termination on a Participant’s service as a Director on an Option’s vesting and exercise period shall be determined by the Committee, in its sole discretion, in the Participant’s Award Agreement, and need not be uniform among Option grants or Participants.

~~6.9~~ ~~Transferability of Options~~. During his or her lifetime, only the Participant shall have the right to exercise the Options. After the Participant’s death, the Participant’s estate or beneficiary shall have the right to exercise such Options.

•

~~Incentive Stock Options. No ISO granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.~~

•

~~Nonqualified Stock Options~~. Except as otherwise provided in a Participant’s Award Agreement, no NQSO granted under this Article 6 may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Under no circumstances may an NQSO be transferable for value or consideration.

~~6.10~~ ~~Notification of Disqualifying Disposition~~. If any Participant shall make any disposition of Shares issued pursuant to the exercise of an ISO under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions), such Participant shall notify the Company of such disposition within ten (10) days thereof.

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~~ARTICLE VII~~

~~STOCK APPRECIATION RIGHTS~~

~~7.1~~ ~~Grant of SARs~~. Subject to the terms and conditions of the Plan, SARs may be granted to Participants at any time and from time to time as shall be determined by the Committee. The Committee may grant Freestanding SARs, Tandem SARs, or any combination of these forms of SARs.

Subject to the terms and conditions of the Plan, the Committee shall have complete discretion in determining the number of SARs granted to each Participant and, consistent with the provisions of the Plan, in determining the terms and conditions pertaining to such SARs.

The SAR Grant Price for each grant of a Freestanding SAR shall be determined by the Committee and shall be specified in the Award Agreement. The SAR Grant Price shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date the SAR is granted. The Grant Price of Tandem SARs shall be equal to the Option Price of the related Option.

~~7.2~~ ~~SAR Agreement. Each SAR Award shall be evidenced by an Award Agreement that shall specify the Grant Price, the term of the SAR, and such other provisions as the Committee shall determine.~~

~~7.3~~ ~~Term of SAR~~. The term of a SAR granted under the Plan shall be determined by the Committee, in its sole discretion, provided that, no SAR shall be exercisable later than the tenth (10th) anniversary of its grant.

~~7.4~~ ~~Exercise of Freestanding SARs~~. Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes upon them; provided, however, such terms and conditions shall be subject to Section 7.1 as to grant price and Section 7.3 as to the term of the SAR.

~~7.5~~ ~~Exercise of Tandem SARs~~. Tandem SARs may be exercised for all or part of the Shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option. A Tandem SAR may be exercised only with respect to the Shares for which its related Option is then exercisable.

Notwithstanding any other provision of this Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO: (a) the Tandem SAR will expire no later than the expiration of the underlying ISO; (b) the value of the payout with respect to the Tandem SAR may be for no more than one hundred percent (100%) of the difference between the Option Price of the underlying ISO and the Fair Market Value of the Shares subject to the underlying ISO at the time the Tandem SAR is exercised; and (c) the Tandem SAR may be exercised only when the Fair Market Value of the Shares subject to the ISO exceeds the Option Price of the ISO.

~~7.6~~ ~~Payment of SAR Amount. Upon the exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:~~

•

~~The difference between the Fair Market Value of a Share on the date of exercise over the Grant Price; by~~

•

~~The number of Shares with respect to which the SAR is exercised.~~

At the discretion of the Committee, the payment upon a SAR exercise may be in cash, in Shares of equivalent value, in some combination thereof, or in any other manner approved by the Committee at its sole discretion. The Committee’s determination regarding the form of SAR payout shall be set forth in the Award Agreement pertaining to the grant of the SAR.

~~7.7~~ ~~Termination of Employment or Service as a Director~~. The impact of a termination of a Participant’s employment on a SAR’s vesting and exercise period shall be determined by the Committee, in its sole discretion, in the Participant’s Award Agreement, and need not be uniform among SAR grants or Participants. The impact of a termination on a Participant’s service as a Director on a SAR’s vesting and exercise period shall be determined by the Committee, in its sole discretion, in the Participant’s Award Agreement, and need not be uniform among SAR grants or Participants.

~~7.8~~ ~~Nontransferability of SARs~~. Except as otherwise provided in a Participant’s Award Agreement, no SAR granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Under no circumstances may a SAR be transferable for value or consideration. Further, except as otherwise provided in a Participant’s Award Agreement, all SARs granted to a Participant under the Plan shall be exercisable during his or her lifetime only by such Participant.

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~~7.9~~ ~~Other Restrictions~~. The Committee shall impose such other conditions and/or restrictions on any Shares received upon exercise of a SAR granted pursuant to the Plan as it may deem advisable. This includes, but is not limited to, requiring the Participant to hold the Shares received upon exercise of a SAR for a specified period of time.

~~ARTICLE VIII~~

~~RESTRICTED STOCK AND RESTRICTED STOCK UNITS~~

~~8.1~~ ~~Grant of Restricted Stock or Restricted Stock Units~~. Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock and/or Restricted Stock Units to Participants in such amounts as the Committee shall determine. Restricted Stock Units shall be similar to Restricted Stock except that no Shares are actually awarded to the Participant on the date of grant.

~~8.2~~ ~~Restricted Stock or Restricted Stock Unit Agreement~~. Each Restricted Stock and/or Restricted Stock Unit grant shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock or the number of Restricted Stock Units granted, and such other provisions as the Committee shall determine.

~~8.3~~ ~~Transferability~~. Except as provided in this Article 8, the Shares of Restricted Stock and/or Restricted Stock Units granted herein may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction established by the Committee and specified in the Award Agreement (and in the case of Restricted Stock Units until the date of delivery or other payment), or upon earlier satisfaction of any other conditions, as specified by the Committee, in its sole discretion, and set forth in the Award Agreement.

~~8.4~~ ~~Other Restrictions~~. The Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock or Restricted Stock Units granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock or each Restricted Stock Unit, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, time-based restrictions, and/or restrictions under applicable federal or state securities laws.

To the extent deemed appropriate by the Committee, the Company may retain the certificates representing Shares of Restricted Stock in the Company’s possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied or lapse.

Except as otherwise provided in this Article 8, Shares of Restricted Stock covered by each Restricted Stock Award shall become freely transferable by the Participant after all conditions and restrictions applicable to such Shares have been satisfied or lapse (including satisfaction of any applicable tax withholding obligations), and Restricted Stock Units shall be paid in cash, Shares, or a combination of cash and Shares as the Committee, in its sole discretion shall determine.

~~8.5~~ ~~Voting Rights~~. To the extent permitted or required by law, as determined by the Committee, Participants holding Shares of Restricted Stock granted hereunder may be granted the right to exercise full voting rights with respect to those Shares during the Period of Restriction. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.

~~8.6~~ ~~Dividends and Other Distributions~~. During the Period of Restriction, Participants holding Shares of Restricted Stock or Restricted Stock Units granted hereunder may, if the Committee so determines, be credited with dividends paid with respect to the underlying Shares or dividend equivalents while they are so held in a manner determined by the Committee in its sole discretion. The Committee may apply any restrictions to the dividends or dividend equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the time and form of payment of dividends or dividend equivalents, including cash, Shares, Restricted Stock, or Restricted Stock Units; provided, however, that if dividends or dividend equivalents are granted with respect to any Shares of Restricted Stock or Restricted Share Units that are subject to performance goals, the dividends or dividend equivalents shall be accumulated or reinvested and paid following the time such performance goals are met, as set forth by the Committee in the applicable Award Agreement.

~~8.7~~ ~~Termination of Employment or Service as a Director~~. The impact of a termination of a Participant’s employment on a Restricted Stock or Restricted Stock Unit’s vesting and settlement shall be determined by the Committee, in its sole discretion, in the Participant’s Award Agreement, and need not be uniform among Restricted Stock or Restricted Stock Unit grants or Participants. The impact of a termination of a Participant’s

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service as a Director on a Restricted Stock or Restricted Stock Unit’s vesting and settlement shall be determined by the Committee, in its sole discretion, in the Participant’s Award Agreement, and need not be uniform among Restricted Stock or Restricted Stock Unit grants or Participants.

~~ARTICLE IX~~

~~OTHER AWARDS~~

The Committee may grant Other Awards, which may include, without limitation, unrestricted Shares, the payment of Shares in lieu of cash, the payment of cash based on attainment of performance goals, service conditions or other goals established by the Committee and the payment of Shares in lieu of cash under other Company incentive or bonus programs. Payment under or settlement of any such Other Awards shall be made in such manner, at such times and subject to such terms and conditions as the Committee may determine. Without limiting the generality of the foregoing, the Committee may establish and administer the Company’s annual cash incentive plan or plans pursuant to this Plan. Without limitation of any other provision hereof, Other Awards may include stock units the vesting of which is conditioned in whole or in part upon the attainment of performance measures selected by the Committee in its absolute discretion (“~~Performance Stock Units~~”). The terms and conditions of Performance Stock Units shall be determined by the Committee and set forth in the applicable Award Agreement. Unless otherwise determined by the Committee, the provisions of Article VIII applicable to Restricted Stock Units shall also apply to Performance Stock Units granted hereunder.

~~ARTICLE X~~

~~PERFORMANCE MEASURES~~

The performance goals applicable to an Award may be based on one or more performance measures selected by the Committee in its sole discretion. As the Committee may deem appropriate, performance measure(s) may relate to the performance of the Company or an Affiliate as a whole, any business unit of the Company or an Affiliate or any combination thereof, and performance may be measured in absolute terms or as compared to the performance of one or more other companies or an index (including a stock market index). The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of performance goals.

~~ARTICLE XI~~

~~RIGHTS OF PARTICIPANTS~~

~~11.1~~ ~~Employment~~. Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Company and/or its Affiliates to terminate any Participant’s employment or of the Board of Directors to terminate service as a Director at any time or for any reason not prohibited by law, nor confer upon any Participant any right to continue his or her employment or service as a Director for any specified period of time.

Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company and, accordingly, subject to Article 3 and Section 13.1, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company, its Affiliates, and/or its Subsidiaries.

~~11.2~~ ~~Participation. No individual shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.~~

~~11.3~~ ~~Rights as a Shareholder~~. Except as otherwise provided in Article 8 of the Plan or in an Award Agreement, a Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares.

~~ARTICLE XII~~

~~ACCELERATION EVENT~~

The Compensation Committee shall specify in each Participant’s Award Agreement the treatment of outstanding Awards upon an Acceleration Event; provided that any Converted Award will continue to apply the definition of “change in control” or “acceleration event” as provided in the Predecessor Plan under which such Converted Award was originally granted. Notwithstanding anything in the Plan to the contrary, no award agreement shall provide for an acceleration of (i) vesting or (ii) distribution or payout of an Award unless there

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~~is both an Acceleration Event (or “change in control” or “acceleration event” in the case of Converted Awards) and a qualifying termination of employment or service.~~

~~ARTICLE XIII~~

~~AMENDMENT, MODIFICATION, SUSPENSION, AND TERMINATION~~

~~13.1~~ ~~Amendment, Modification, Suspension, and Termination~~. Subject to Sections 3.2, 4.3 and 13.3, the Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate the Plan and any Award Agreement in whole or in part; provided, however, that, except for a change or adjustment made pursuant to Section 4.3, no Option Price of an outstanding Option or Grant Price of an outstanding SAR shall be reduced (whether through amendment, cancellation or replacement of Awards with other Awards or other payments of cash or property) without shareholder approval.

~~13.2~~ ~~Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events~~. The Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.3 hereof) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under the Plan.

~~13.3~~ ~~Awards Previously Granted~~. Notwithstanding any other provision of the Plan to the contrary, no termination, amendment, suspension, or modification of the Plan or an Award Agreement shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award, unless otherwise required by law.

~~ARTICLE XIV~~

~~WITHHOLDING~~

~~14.1~~ ~~Tax Withholding~~. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, the minimum statutory amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan.

~~14.2~~ ~~Share Withholding~~. With respect to withholding required upon the exercise of Options, or SARs, upon the lapse of restrictions on Restricted Stock and Restricted Stock Units, or any other taxable event arising as a result of Awards granted hereunder, Participants may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction. All such elections shall be irrevocable, made in writing, and signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

~~ARTICLE XV~~

~~SUCCESSORS~~

All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.

~~ARTICLE XVI~~

~~GENERAL PROVISIONS~~

~~16.1~~ ~~Forfeiture Events~~. The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events shall include, but shall not be limited to, termination of employment for cause, violation of material Company and/or Affiliate policies, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Affiliates.

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~~16.2~~ ~~Legend. The certificates for Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer of such Shares.~~

~~16.3~~ ~~Gender and Number. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.~~

~~16.4~~ ~~Severability~~. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

~~16.5~~ ~~Requirements of Law~~. The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

~~16.6~~ ~~Securities Law Compliance~~. With respect to Insiders, transactions under this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successor under the Exchange Act. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee.

~~16.7~~ ~~Registration and Listing~~. The Company may use reasonable endeavors to register Shares allotted pursuant to the exercise of an Award with the United States Securities and Exchange Commission or to effect compliance with the registration, qualification, and listing requirements of any national securities laws, stock exchange, or automated quotation system.

~~16.8~~ ~~Delivery of Title. The Company shall have no obligation to issue or deliver evidence of title for Shares issued under the Plan prior to:~~

•

~~Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and~~

•

Completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable.

~~16.9~~ ~~Inability to Obtain Authority~~. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

~~16.10~~ ~~Employees or Directors Based Outside of the United States~~. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Affiliates operate or have Employees or Directors, the Committee, in its sole discretion, shall have the power and authority to:

•

~~Determine which Affiliates shall be covered by the Plan;~~

•

~~Determine which Employees and/or Directors outside the United States are eligible to participate in the Plan;~~

•

~~Modify the administrative terms and conditions of any Award granted to Employees and/or Directors outside the United States to comply with applicable foreign laws;~~

•

Establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and modifications to Plan terms and procedures established under this Section 16.10 by the Committee shall be attached to this Plan document as appendices; and

•

~~Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals.~~

Notwithstanding the above, the Committee may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act, the Code, any securities law, or governing statute or any other applicable law.

~~16.11~~ ~~Uncertificated Shares~~. To the extent that the Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.

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~~16.12~~ ~~Unfunded Plan~~. Participants shall have no right, title, or interest whatsoever in or to any investments that the Company may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative, or any other person. To the extent that any person acquires a right to receive payments from the Company under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan. The Plan is not subject to ERISA.

~~16.13~~ ~~No Fractional Shares~~. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, Awards, or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

~~16.14~~ ~~Retirement and Welfare Plans~~. The value of compensation paid under this Plan will not be included as “compensation” for purposes of computing the benefits payable to any participant under the Company’s retirement plans (both qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a participant’s benefit.

~~16.15~~ ~~Governing Law~~. The Plan and each Award Agreement shall be governed by the laws of the State of New York, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. Unless otherwise provided in the Award Agreement, recipients of an Award under the Plan are deemed to submit to the exclusive jurisdiction and venue of the federal or state courts of New York, to resolve any and all issues that may arise out of or relate to the Plan or any related Award Agreement.

~~16.16~~ ~~Clawback, Repayment or Recapture Policy~~. Notwithstanding anything to the contrary, to the extent allowed under applicable law or regulatory filings, unless otherwise determined by the Committee, all Awards granted under the Plan, and any related payments made under the Plan, shall be subject to the requirements of any applicable clawback, repayment or recapture policy implemented by the Company, including any such policy adopted to comply with applicable law (including without limitation the Dodd-Frank Wall Street Report and Consumer Protection Act) or securities exchange listing standards and any rules or regulations promulgated thereunder, to the extent set forth in such policy and/or in any notice or agreement relating to an Award or payment under the Plan.

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~~V2X, INC.2424 GARDEN OF THE GODS ROADSUITE 300COLORADO SPRINGS, CO 80919SCAN~~INC.7901 JONES BRANCH DRIVESUITE 700MCLEAN, VA 22102 SCAN TOVIEW MATERIALS & ~~VOTEVOTE~~VOTE VOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode ~~aboveUse~~above Use the Internet to transmit your voting instructions and for electronic delivery of informationup until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have yourproxy card in hand when you access the web site and follow the instructions to obtain yourrecords and to create an electronic voting instruction ~~form.During~~form. During The Meeting - Go to www.virtualshareholdermeeting.com/~~VVX2022You~~VVX2023You may attend the meeting via the Internet and vote during the meeting. Have the informationthat is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxycard in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope wehave provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way,Edgewood, NY ~~11717.TO~~11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ~~ONLYD90548-P80054V2X,~~ONLYD96558-P84279 V2X, INC.THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ITEMS 1, 2 3 AND ~~4.1.~~3. 1. Election of ~~Four~~Three Class ~~II DirectorsVote on Class II DirectorsNominees:~~III Directors Nominees: For Against Abstain 1a. ~~Mary~~John Edward Boyington, Jr.1b. Melvin F. Parker1c. Stephen L. ~~Howell1b. Eric M. Pillmore1c. Joel M. Rotroff1d. Neil Snyder2.~~Waechter 2. Ratification of the appointment of RSM US LLP as the V2X, Inc. Independent Registered Public Accounting Firm for ~~2022.4. Approval of a second amendment and restatement of the V2X, Inc. 2014 Omnibus Incentive Plan.3.~~2023. 3. Approval, on an advisory basis, of the compensation paid to our named executive ~~officers.Please~~officers. For Against Abstain Please indicate if you plan to virtually attend this meeting Please sign your name(s) exactly as it/they appear(s) hereon. When signing as attorney, executor, administrator, trustee or guardian, please add your titleas such. When signing as joint tenants, all parties in the joint tenancy must sign. If a signer is a corporation or partnership, please sign in full corporate orpartnership name by duly authorized ~~officer.Vote on ProposalsFor Against AbstainFor Against Abstain! ! !! ! !! ! !Please indicate if you plan to virtually attend this meeting ! !Yes NoSignature~~officer. Signature [PLEASE SIGN WITHIN BOX] ~~DateSignature~~Date Signature (Joint Owners) Date Yes No

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~~V2X,~~SIDEV2X, INC.Annual Meeting of Shareholders8:00 a.m., Eastern Time, ~~October 27, 2022Virtual~~May 4, 2023Virtual Shareholder Meetingwww.virtualshareholdermeeting.com/~~VVX2022PLEASE~~VVX2023PLEASE PRESENT THE 16 DIGIT CONTROL NUMBER FOUND ON THIS CARD TO ENTER TO THEVIRTUAL MEETING ROOMNote: If you plan to virtually attend the Annual Meeting of Shareholders, please so indicate by marking the ~~appropriatebox~~appropriate box on the attached proxy card. If you plan to attend the Annual Meeting of Shareholders through the virtual ~~meetingplatform,~~meeting platform, please keep this Admission Ticket, as you will be required to enter the 16-digit control number found ~~onyour~~on your proxy card to access the virtual meeting platform. The use of video, still photography or audio recording at ~~theAnnual~~the Annual Meeting of Shareholders is not permitted. Your compliance is appreciated.This Admission Ticket should not be returned with your proxy but should be retained as you will need ~~itto~~it to gain access to the virtual Annual Meeting of Shareholders.SEC Proxy Access ~~NoticeImportant~~Notice P84279Important Notice Regarding Availability of Proxy Materials for the Shareholder Meeting to be held ~~onOctober 27, 2022~~onMay 4, 2023 at 8:00 a.m. virtually at www.virtualshareholdermeeting.com/~~VVX2022The~~VVX2023The proxy materials for the V2X ~~2022~~2023 Annual Meeting of Shareholders, including the ~~2022~~2023 Proxy Statement ~~andthe 2021~~and the 2022 Annual Report to Shareholders, are available on the Internet. To view these proxy materials, please ~~visitwww.proxyvote.com.D90549-P80054THIS~~visitwww.proxyvote.com. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OFV2X, INC. FOR THEANNUAL MEETING OF SHAREHOLDERS TO BE HELD ~~OCTOBER 27, 2022~~MAY 4, 2023 AT 8:00 AM ETThe shareholder(s) whose signature(s) appear(s) on the reverse side of this proxy form hereby appoint(s) Kevin T. Boyle ~~andCharles~~and Charles L. Prow, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s)them to represent and to vote, as designated on the reverse side of this form, all of the shares of Common Stock of V2X, ~~Inc.that~~Inc. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 8:00 a.m., Eastern Time, ~~onOctober 27, 2022~~on May 4, 2023 virtually at www.virtualshareholdermeeting.com/~~VVX2022,~~VVX2023, and any ~~adjournment~~adjournments, postponements or ~~postponement~~continuations thereof.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IF NO ~~SUCHDIRECTIONS~~SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS. In ~~eithercase,~~either case, if this form is signed and returned, the proxies will be authorized to vote in their discretion on any other matters ~~thatmay~~that may be presented for a vote at the Annual Meeting of Shareholders.PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPECONTINUED AND TO BE DATED AND SIGNED ON REVERSE SIDE

0001601548 5 2022-01-01 2022-12-31

DATE	~~October 27, 2022~~May 4, 2023	CORPORATE WEBSITE	~~www.vectrus.com~~https://www.gov2x.com
TIME	8:00 a.m. Eastern Time	INVESTOR RELATIONS WEBSITE	~~http:~~ https://~~investors.vectrus.com/~~www.gov2x.com (under “Investors”)
LOCATION	Virtual at: www.virtualshareholdermeeting.com/~~VVX2022~~ VVX2023	ANNUAL REPORT ON FORM 10-K	https://~~investors.vectrus.com/sec-filings/documents/sec-filings-details/~~~~default.aspx?FilingId=15639113~~www.gov2x.com (under “Investors” then “SEC Filings” then “Documents”)
RECORD DATE	~~September 2, 2022~~March 13, 2023	CODE OF CONDUCT	~~http:~~ https://~~investors.vectrus.com/govdocs~~www.gov2x.com (under “Investors” then “Governance Documents”)
TRANSFER AGENT	Computershare Trust Company, ~~N.A.~~N.A
CORPORATE HEADQUARTERS	~~2424 Garden of the Gods Road,~~ 7901 Jones Branch Drive Suite ~~300, Colorado Springs, CO 80919~~700 McLean, Virginia 22102

	ANNUAL MEETING OF SHAREHOLDERS
	AGENDA ITEMS TO BE VOTED ON				MANAGEMENT RECOMMENDATION
	ITEM 1. ELECTION OF DIRECTORS
	To elect Class IIIII Directors: −~~Mary~~John “Ed” Boyington, Jr. −Melvin F. Parker −Stephen L. ~~Howell~~ ~~−Eric M. Pillmore~~ ~~−Joel M. Rotroff~~ ~~−Neil D. Snyder~~Waechter				FOR EACH CLASS IIIII DIRECTOR NOMINEE
	ITEM 2. RATIFICATION OF THE APPOINTMENT OF RSM US LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
	To ratify the appointment of RSM US LLP as the Company’s Independent Registered Public Accounting Firm for ~~2022.~~2023.				FOR
	ITEM 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
	To approve, on an advisory basis, the compensation of our named executive officers, as described in the ~~2022~~2023 Proxy Statement.				FOR
	~~ITEM 4. APPROVAL OF A SECOND AMENDMENT AND RESTATEMENT OF THE V2X, INC. 2014 OMNIBUS INCENTIVE PLAN~~
	~~To approve a second amendment and restatement of the V2X, Inc. 2014 Omnibus Incentive Plan.~~				~~FOR~~

		KEY PRINCIPLES AND PRACTICES
					Independent Chairman of the Board.
					Majority vote standard in uncontested elections.
					Restriction on the number of boards of publicly-traded companies on which members of our Board of Directors (each a “Director”) may serve to avoid overboarding, including the number of boards on which a Director who is a CEO may serve. See “Information About the Board of Directors and Other Matters — Corporate Governance Principles” below.
					Annual Board and Committee evaluations.
					Risk oversight by the Board and Audit Committee, and consideration by the Compensation and Personnel Committee of enterprise risk factors in establishing executive compensation design and objectives.
					Compensation substantially tied to performance.
					~~Limited~~No excessive perquisites.
					No tax gross-ups on perquisites or in connection with a change in control. Tax protection may be provided for amounts associated with relocation.
					Policy against hedging, pledging or speculating in Company stock.
					Share ownership guidelines for Directors and officers.
					~~Clawback~~Compensation “clawback” policy.
					No poison pill.
					Regular executive sessions of the Board and each Committee without management present.
					Board regularly reviews Board ~~size and~~ composition, including diversity and tenure, as well as Committee structure through its Nominating and Governance Committee.
					Annual review by the Board of the Corporate Governance Principles and by the Committees of their respective charters

		WE DO…
					Use an independent compensation consultant.
					Pay for performance.
					~~Retain~~Maintain meaningful stock ownership guidelines for ~~V2X~~ Directors and officers.
					Conduct an annual ~~Say-on-Pay~~say-on-pay vote.
					Mitigate compensation risk through oversight ~~controls~~by the Compensation and ~~appropriate incentives in~~Personnel Committee of the design and objectives of our ~~balanced~~executive compensation programs.
					Maintain ~~double trigger~~“double trigger” change in control provisions in our equity award agreements and our equity incentive plan that require both consummation of a change in control transaction and termination of employment for accelerated vesting.
					Provide for a minimum vesting period of one year for employee equity grants, and generally provide in our employee award agreements for vesting in equal annual installments over a three-year period for our restricted stock ~~unit and stock option awards.~~units.
					~~Provide for~~Enable the Board to seek clawback or recoupment of ~~incentive awards and related payments~~performance-based compensation, including all equity-based compensation, from executives under certain ~~circumstances.~~circumstances in the event of a material restatement of the Company’s financial results.

		CEO			5 X Annual Base Salary
		CFO ~~COO and Executive Vice Presidents~~			3 X Annual Base Salary
		Senior Vice Presidents			2 X Annual Base Salary
		Corporate Vice ~~Presidents~~			1 X Annual Base Salary
		Presidents

	~~JOEL M. ROTROFF~~ 76
	~~AGE~~	40
	DIRECTOR SINCE	~~2022~~

~~COMMITTEE ASSIGNMENTS~~
~~Compensation and Personnel Committee, Member~~
~~QUALIFICATIONS:~~
~~Mr. Rotroff has extensive experience in finance and business management and serves as a director on the boards of several private companies, in addition to his public company board service.~~

	~~NEIL D. SNYDER~~
	~~AGE~~	49
	~~DIRECTOR SINCE~~	~~2022~~

~~COMMITTEE ASSIGNMENTS~~
~~Nominating and Governance Committee, Member; and Compensation and Personnel Committee, Member~~
~~QUALIFICATIONS:~~
Mr. Snyder has an extensive financial, strategy and management background, and has experience serving as a chief financial officer, a senior executive of several companies, and serves as a director on the board of several private companies.

	~~JOHN “ED” BOYINGTON, JR.~~
	~~AGE~~	75
	~~DIRECTOR SINCE~~	2022

COMMITTEE ASSIGNMENTS
Strategy Committee, Member
~~QUALIFICATIONS:~~QUALIFICATIONS
Mr. Boyington has extensive experience as an executive in the defense contracting and aerospace industries, and has served ~~extensively~~ in the ~~military, during which he held numerous leadership positions.~~military.

Fiscal Year Ended
	2021 ($)	2020 ($)
Audit Fees(1)	1,647,285	1,264,222
Audit-Related Fees(2)	40,000	40,000
Tax Fees(3)	N/A	N/A
All Other Fees(4)	1,895	1,895
Total	1,689,180	1,306,117

Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (millions)	(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($)	(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (millions)
Equity Compensation Plans Approved by Security Holders	.042(1)	22.86(2)	1.4(3)
Equity Compensation Plans Not Approved by Security Holders	—	—	—
Total	.042	22.86	1.4

Name	Base Salary (a) ($)	Annual Incentive Target as a Percent of Base Salary (b)(1)	Adjusted Diluted Earnings Per Share Percent Achieved	Adjusted Revenue Percent Achieved	New Business Wins Percent Achieved	Adjusted Days Sales Outstanding Percent Achieved	Individual Goals/ Performance Percent Achieved(2)	Approved Total Performance Percent Payout (d)	Actual 2021 AIP Awards (a)x(b)x(d) ($)(3)
Charles L. Prow	769,000	110	48.2	15.9	40.0	14.0	22.0	140.1	1,185,106
Susan D. Lynch	441,000	70	48.2	15.9	40.0	14.0	28.0	146.1	451,011
Susan L. Deagle	410,000	65	48.2	15.9	40.0	14.0	28.0	146.1	389,357
David A. Hathaway	410,000	65	—	—	—	—	—	—	—
Kevin T. Boyle	395,000	55	48.2	15.9	40.0	14.0	24.0	142.1	308,713
Kenneth W. Shreves	400,000	60	48.2	15.9	40.0	14.0	25.0	143.1	343,440

Executive*	Resignation (a)($)	Termination for Cause (b)($)	Death (c)($)	Disability (d)($)	Termination Not For Cause (e)($)	Change in Control and Termination Not For Cause or With Good Reason (f)($)
Charles L. Prow
Severance(1)	0	0	0	0	1,893,953	4,059,457
2020 – 2022 TSR Award(2)	0	0	783,750	783,750	783,750	590,932
2021 – 2023 TSR Award(2)	0	0	787,500	787,500	787,500	700,035
Unvested RSUs(3)	0	0	1,810,981	1,810,981	1,810,981	1,810,981
Total	0	0	3,382,231	3,382,231	5,276,184	7,161,405
Susan D. Lynch
Severance(1)	0	0	0	0	453,559	1,525,386
2020 – 2022 TSR Award(2)	0	0	185,625	185,625	123,756	139,958
2021 – 2023 TSR Award(2)	0	0	168,750	168,750	56,244	150,008
Unvested RSUs(3)	0	0	385,063	385,063	119,002	385,063
Total	0	0	739,438	739,438	752,561	2,200,415
Susan L. Deagle
Severance(1)	0	0	0	0	451,561	1,367,047
2020 – 2022 TSR Award(2)	0	0	144,375	144,375	96,255	108,856
2021 – 2023 TSR Award(2)	0	0	146,250	146,250	48,745	130,007
Unvested RSUs(3)	0	0	322,541	322,541	127,515	322,541
Total	0	0	613,166	613,166	724,076	1,928,451
David A. Hathaway(4)
Severance(1)	0	0	0	0	0	0
2020 – 2022 TSR Award(2)	0	0	0	0	0	0
2021 – 2023 TSR Award(2)	0	0	0	0	0	0
Unvested RSUs(3)	0	0	0	0	0	0
Total	0	0	0	0	0	0
Kevin T. Boyle
Severance(1)	0	0	0	0	407,559	1,250,486
2020 – 2022 TSR Award(2)	0	0	123,750	123,750	82,504	93,305
2021 – 2023 TSR Award(2)	0	0	121,875	121,875	40,621	108,339
Unvested RSUs(3)	0	0	282,630	282,630	115,798	282,630
Total	0	0	528,255	528,255	646,482	1,734,760
Kenneth W. Shreves
Severance(1)	0	0	0	0	433,590	960,360
2020 – 2022 TSR Award(2)	0	0	61,875	61,875	41,252	46,653
2021 – 2023 TSR Award(2)	0	0	93,750	93,750	31,247	83,338
Unvested RSUs(3)	0	0	185,277	185,277	73,690	185,277
Total	0	0	340,902	340,902	579,779	1,275,628