VSE Corporation Preliminary proxy statement not related to a contested matter or merger/acquisition

Preliminary proxy statement not related to a contested matter or merger/acquisition

Pay vs Performance Disclosure

Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2025

USD ($)

Dec. 31, 2024

USD ($)

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table


					Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensa-tion Table Total for PEO ($) (1)	Compensa-tion actually Paid to PEO ($) (1) (2)	Average Summary Compensa-tion Table Total for Non-PEO NEOs ($) (1)	Average Compensa-tion Actually Paid to Non-PEO NEOs ($)(1) (2)	Total Shareholder Return (3)	Peer Group Total Shareholder Return (4)	Net Income ($) (5)	Adjusted EBITDA ($ in millions) (6)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
2025	8,965,642	21,713,709	2,194,755	5,223,007	463.81	230.45	11,703,000	181
2024	4,945,400	10,531,618	1,393,162	1,476,009	254.49	162.31	15,324,000	136
2023	4,563,461	8,141,517	1,291,531	2,081,656	172.03	141.88	39,134,000	114
2022	3,623,791	3,175,331	1,085,086	895,314	123.89	132.89	28,059,000	92
2021	2,348,503	3,085,979	970,465	1,000,181	159.54	113.22	7,966,000	73

Company Selected Measure Name

adjusted EBITDA

Named Executive Officers, Footnote

Mr. Cuomo was VSE's PEO for the full year for each of fiscal years 2025, 2024, 2023, 2022 and 2021. For fiscal year 2025, the non-PEO NEOs were Messrs. Cohn and Thomas. For fiscal year 2024, the non-PEO NEOs were Messrs. Cohn, Tarang Sharma, Stephen D. Griffin, Chad M. Wheeler, and Thomas and Ms. Farinaz S. Tehrani. For fiscal year 2023, the non-PEO NEOs were Messrs. Griffin, Wheeler, and Thomas and Ms. Tehrani. For fiscal year 2022, the non-PEO NEOs were Messrs. Griffin, Wheeler, Thomas and Robert A. Moore and Ms. Tehrani. For fiscal year 2021, the non-PEO NEOs were Messrs. Griffin, Wheeler, Thomas, Moore and Thomas M. Kiernan. Messrs. Sharma, Griffin, Wheeler, Moore, and Kiernan, and Ms. Tehrani are former employees of the Company.

Peer Group Issuers, Footnote

For purposes of this pay versus performance disclosure, VSE's peer group total shareholder return is calculated based on the S&P 500 Aerospace & Defense Index (the "Index"). For each Covered Year, the Index cumulative total shareholder return was calculated based on a deemed fixed investment of $100 in the Index through each Measurement Period.

PEO Total Compensation Amount

$ 8,965,642

$ 4,945,400

$ 4,563,461

$ 3,623,791

$ 2,348,503

PEO Actually Paid Compensation Amount

$ 21,713,709

10,531,618

8,141,517

3,175,331

3,085,979

Adjustment To PEO Compensation, Footnote


Item and Value Added (Deducted)	2025
For Mr. Cuomo:
- change in actuarial present value of pension benefits	$	—
+ service cost of pension benefits	$	—
+ prior service cost of pension benefits	$	—
- Summary Compensation Table “Stock Awards” column value	$	(5,499,980)
- Summary Compensation Table “Option Awards” column value	$	—
+ Covered Year-end fair value of outstanding equity awards granted in Covered Year	$	12,056,063


+/- change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted in prior years	$	5,032,129
+ vesting date fair value of equity awards granted and vested in Covered Year	$	—
+/- change in fair value (from prior year-end to vest date in Covered Year) of prior-year equity awards vested in Covered Year	$	1,159,855
-prior year-end fair value of prior-year equity awards forfeited in Covered Year	$	—
+includable dividends/earnings paid or accrued on equity awards during Covered Year	$	—


Item and Value Added (Deducted)	2025
For Non-PEO NEOs (Average):
- change in actuarial present value of pension benefits	$	—
+ service cost of pension benefits	$	—
+ prior service cost of pension benefits	$	—
- Summary Compensation Table “Stock Awards” column value	$	(797,505)
- Summary Compensation Table “Option Awards” column value
+ Covered Year-end fair value of outstanding equity awards granted in Covered Year	$	1,860,387
+/- change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end that were granted in prior years	$	1,588,960
+ vesting date fair value of equity awards granted and vested in Covered Year	$	—
+/- change in fair value (from prior year-end to vest date in Covered Year) of prior-year equity awards vested in Covered Year	$	376,410
- prior year-end fair value of prior-year equity awards forfeited in Covered Year	$	—
+ includable dividends/earnings paid or accrued on equity awards during Covered Year	$	—

3.For each Covered Year, VSE's total shareholder return was calculated as the yearly percentage change in the cumulative total shareholder return on VSE's common stock, par value $0.05 per share, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for a period beginning with the closing price on The Nasdaq Global Select Market on December 31, 2020 through and including the last day of the Covered Year (each one-year, two-year, three-year, four-year and five-year period, the “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between the closing stock price at the end versus the beginning of the Measurement Period, divided by (b) the closing share price at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of each Measurement Period to produce the Covered Year-end values of such investment as of the end of 2025, 2024, 2023, 2022 and 2021 as applicable. Because Covered Years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. The Company total shareholder return reflected in this column has been updated slightly from amounts disclosed in prior years to use a rounding convention consistent with that used in the performance graph in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Non-PEO NEO Average Total Compensation Amount

$ 2,194,755

1,393,162

1,291,531

1,085,086

970,465

Non-PEO NEO Average Compensation Actually Paid Amount

$ 5,223,007

1,476,009

2,081,656

895,314

1,000,181

Compensation Actually Paid vs. Total Shareholder Return

The following charts provide, across the Covered Years, (1) a comparison between VSE's cumulative total shareholder return and the cumulative total shareholder return of the Index, and (2) illustrations of the relationships between (A) the executive compensation actually paid to the PEO and the average of the executive compensation actually paid to the non-PEO NEOs (in each case as set forth in the PVP Table above) and (B) each of the performance measures set forth in columns (f), (h) and (i) of the PVP Table above.

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table


Revenue
Adjusted Free Cash Flow
Adjusted EBITDA

Total Shareholder Return Amount

$ 463.81

254.49

172.03

123.89

159.54

Peer Group Total Shareholder Return Amount

230.45

162.31

141.88

132.89

113.22

Net Income (Loss)

$ 11,703,000

$ 15,324,000

$ 39,134,000

$ 28,059,000

$ 7,966,000

Company Selected Measure Amount

181

136

114

PEO Name

Mr. Cuomo

Additional 402(v) Disclosure

For each of fiscal years 2025, 2024, 2023, 2022 and 2021 (each, a “Covered Year”), in determining both the compensation “actually paid” to VSE's PEO and the average compensation “actually paid” to the non-PEO NEOs for purposes of this Pay Versus Performance table (“PVP Table”), the Company deducted from or added back to the total amounts of compensation reported in column (b) or column (d), as applicable, for such Covered Year certain amounts in accordance with SEC rules. For fiscal year 2025, such amounts are set forth in the following tables:Net income is calculated in accordance with U.S. Generally Accepted Accounting Principles. The net income reported in this table for 2022 has been corrected from the amount reported for such year in the Pay Versus Performance table in VSE's 2023 proxy statement ($28,063,000).

Measure:: 3

Pay vs Performance Disclosure

Non-GAAP Measure Description

For purposes of this PVP Table, VSE's adjusted EBITDA was calculated as net income before interest expense, income taxes, amortization of intangible assets and depreciation and other amortization adjusted for discrete items such as acquisition, integration, divestiture and restructuring costs, stock-based compensation and other non-recurring expenses, as further described in the Compensation Discussion and Analysis above.

PEO | Measure:: 1

Pay vs Performance Disclosure

Name

Revenue

PEO | Measure:: 2

Pay vs Performance Disclosure

Name

Adjusted Free Cash Flow

PEO | Measure:: 3

Pay vs Performance Disclosure

Name

Adjusted EBITDA