Washington, D.C.  20549

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 21, 2020

(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification Number)
6348 Walker Lane
(Address of Principal Executive Offices)
(Zip Code)

(703) 960-4600
(Registrant's Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $.05 per share
The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 21, 2020, VSE Corporation ("VSE" or the "Company") appointed Benjamin “Ben” Thomas, age 37, as president of VSE’s Aviation Segment, effective as of October 12, 2020.

Mr. Thomas brings over 10 years of aviation aftermarket distribution and service experience. Prior to joining the VSE Team, Mr. Thomas held the positions of director of product lines, strategy & integration for Boeing Distribution Services Inc. (formerly a combination of KLX Aerospace Solutions (“KLX”) and Aviall, Inc. and vice president of product lines, services & Americas aftermarket sales with KLX and B/E Aerospace (2017-2020). Previously, he served as director of sales, business development and operations for B/E Aerospace and KLX as well as other related positions (2010-2017). He has a master’s degree in business administration from Harvard Business School and a bachelor’s degree in industrial and systems engineering from the University of Southern California.

Employment Agreement

VSE and Mr. Thomas have entered into an employment agreement, dated as of September 21, 2020 (the “Employment Agreement”), pursuant to which Mr. Thomas will be employed as president of VSE’s Aviation Segment, commencing on October 12, 2020. The initial term of the Employment Agreement will expire on October 12, 2022 (unless terminated earlier by VSE or Mr. Thomas pursuant to such agreement). Notwithstanding the forgoing, the term of the Employment Agreement will automatically renew for successive one-year terms unless VSE or Mr. Thomas gives notice of its or his intent not to renew the term at least 30 days prior to the expiration of the then current term.

Pursuant to the Employment Agreement, VSE will:
(a) pay Mr. Thomas a base salary of $295,000 per annum, subject to annual reviews and possible adjustments by VSE;
(b) pay Mr. Thomas a discretionary bonus, with a projected target of 50% of his annual base salary, based on exceptional service or VSE’s performance, as determined by VSE’s Board of Directors;
(c) grant Mr. Thomas 15,500 fully vested VSE common stock, to be awarded in two equal grants of 7,750 in October of 2020 and 2021 under VSE’s restricted stock plan, subject to the plan’s two year trading restrictions, as recognition of forfeited incentives from his previous employer, as well as award for the full plan year 2020;
(d) award Mr. Thomas with the pro-rated value of deferred compensation for 2020, in March 2021, under VSE’s Deferred Supplemental Compensation Plan, including its vesting schedule; and
(e) pay up to $100,000 of Mr. Thomas’s moving expenses and arrange for Mr. Thomas’s temporary housing for a period of up to nine months; and reimburse Mr. Thomas for his income tax liability associated with the above-referenced relocation and temporary housing expenses

The Employment Agreement also contains provisions regarding termination of Mr. Thomas’s employment, with or without cause, by VSE or Mr. Thomas, severance and other termination payment obligations of VSE, change of control payments to Mr. Thomas, disability and death payments to or on behalf of Mr. Thomas, and obligations of Mr. Thomas regarding nondisclosure, non-competition and non-solicitation.

The foregoing description of the Employment Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Employment Agreement, dated September 21, 2020

99.1 Press release dated September 22, 2020, entitled “VSE Corporation Appoints Benjamin E. Thomas Aviation Segment President”



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
September 23, 2020
/s/ Thomas M. Kiernan
Thomas M. Kiernan
Vice President, General Counsel and Secretary