V2X INC (VVX)
Sector: Industrials
2026 Annual Meeting Analysis
V2X INC · Meeting: May 7, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class III Directors for a Term of Three Years
Mr. Parker has served since 2014 and has relevant defense/government industry and leadership experience; VVX's 3-year total shareholder return of +78.4% outperforms the peer group median of +66.8% by +11.6 percentage points, well below the 65-point threshold required to trigger an against vote for a strong-positive-TSR company, and no overboarding, attendance, or independence concerns are present.
Dr. Niebergall joined the board in January 2026, less than 24 months ago, making him exempt from the TSR performance trigger under policy; he brings relevant aerospace and defense technology expertise and holds only one other public board seat, well within the four-board limit.
Mr. Wensinger joined the board in June 2024, less than 24 months ago, making him exempt from the TSR performance trigger; as CEO he serves on no other public company boards, satisfying the two-board limit for sitting CEOs, and the Say on Pay analysis supports his compensation program separately.
All three Class III nominees pass the applicable policy screens: VVX's strong 3-year total shareholder return (+78.4%) outperforms the company-disclosed peer group median by +11.6 percentage points — far short of the 65-point threshold needed to trigger against votes for companies with strong positive returns — and both newer directors (Niebergall, Wensinger) joined within the past 24 months and are exempt from the TSR trigger entirely; no overboarding, attendance failures, independence issues, or familial-relationship concerns were identified.
Say on Pay
✓ FORCEO
Jeremy C. Wensinger
Total Comp
$7,980,782
Prior Support
99.1%%
The CEO received total compensation of approximately $7.98 million, which is within a reasonable range for a CEO at a $2.2 billion Industrials/defense services company, and prior shareholder support was an overwhelming 99.1%, signaling broad investor satisfaction with the pay program. Pay structure is heavily performance-linked: for the CEO, 67% of long-term incentive awards are performance stock awards tied to relative total shareholder return against peers and adjusted earnings per share over three years, with an additional annual cash bonus tied to EBITDA, bookings, and days-sales-outstanding goals — well above the 50-60% variable pay threshold the policy requires. The company also maintains a meaningful clawback policy, prohibits hedging and pledging, and the annual bonus paid out at 115.2% of target, reflecting genuine financial outperformance rather than automatic or guaranteed payouts.
Auditor Ratification
✓ FORAuditor
RSM US LLP
Tenure
N/A
Audit Fees
$3,277,212
Non-Audit Fees
$190,000
Non-audit fees (audit-related fees of $190,000, consisting of work on secondary offerings and an S-8 filing) represent approximately 5.8% of core audit fees of $3,277,212, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire and the policy directs a FOR vote in that circumstance; no material financial restatements were identified; RSM is a large national firm appropriate for a $2.2B market-cap company.
Overall Assessment
The 2026 V2X annual meeting ballot contains three standard proposals — director elections, auditor ratification, and an advisory say-on-pay vote — all of which pass the applicable policy screens and receive FOR determinations. V2X's strong stock performance, well-structured pay program with meaningful performance conditions, low non-audit fee ratio, and absence of governance red flags support a straightforward supportive vote across the entire ballot.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing