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 Three-Year Term
Parker has served since 2014 and the company's 3-year price return of 76.3% outperforms the XLI sector ETF benchmark by only 5.5 percentage points, well below the 65-point threshold required to trigger a vote against at this positive return level, and no other policy flags apply.
Niebergall was appointed to the board effective January 7, 2026, which is within 24 months of the meeting date, so he is exempt from the stock performance trigger under the new-director exemption, and no other policy flags apply.
Wensinger joined the board in June 2024, which is within 24 months of the May 2026 meeting date, so he is exempt from the stock performance trigger under the new-director exemption, and as a non-independent CEO-director he holds no outside board seats, so no overboarding concern applies.
All three Class III nominees pass the applicable policy screens. Parker's long tenure overlaps with strong positive stock performance that does not breach the ETF underperformance threshold. Niebergall and Wensinger are both within the 24-month new-director exemption window and are not subject to the TSR trigger. No overboarding, attendance, independence, or familial relationship concerns were identified for any nominee.
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 the CEO of a $2.1 billion defense services company. The pay structure is heavily performance-based — the CEO's long-term incentive award of $4.6 million (about 58% of total compensation) is split between performance stock awards tied to relative total shareholder return and adjusted earnings per share over three years, and the annual bonus payout of approximately $1.5 million was earned at 115.2% of target based on disclosed financial metrics, reflecting genuine performance outcomes. The company received 99.1% shareholder support on last year's say-on-pay vote, and no structural changes are needed; the program design with meaningful performance conditions, a clawback policy, and double-trigger change-in-control provisions reflects sound governance.
Auditor Ratification
✓ FORAuditor
RSM US LLP
Tenure
N/A
Audit Fees
$3,277,212
Non-Audit Fees
$190,000
Non-audit fees of $190,000 represent approximately 5.8% of 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 under the policy the tenure trigger does not fire and no negative inference is drawn. No material financial restatements were identified. RSM is a large national firm appropriate for a $2.1 billion public company.
Overall Assessment
The 2026 V2X annual meeting ballot contains three standard proposals: election of three Class III directors, ratification of RSM as auditor, and an advisory vote on executive pay. All three proposals pass the applicable policy screens and support is warranted across the board, reflecting strong stock performance relative to the XLI benchmark, low non-audit fees, a pay program that is predominantly performance-based, and overwhelming prior shareholder endorsement of the compensation structure.