Business Context and Reporting Period
This Form 8-K Current Report was filed by V2X, Inc. on January 7, 2026. The filing discloses corporate governance changes, specifically the expansion of the Board of Directors and the appointment of three new directors effective immediately.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel and governance matters rather than financial performance.
Material Changes
- Board Expansion: The Board of Directors increased its size from 7 to 10 members.
- New Appointments:
- Nicole B. Theophilus: Appointed as a Class I Director and member of the Compensation and Human Capital Committee.
- Gerard A. Fasano: Appointed as a Class II Director and member of the Audit Committee.
- Ross S. Niebergall: Appointed as a Class III Director and member of the Nominating and Governance Committee (replacing Mr. Widman).
Compensation and Governance Details
The new directors are eligible for the Company's standard non-employee director compensation program, which includes:
- Annual Cash Retainer: $105,000.
- Annual Restricted Stock Units (RSUs): Valued at $165,000.
- Vesting Schedule: RSU awards vest in full on the date of the 2026 annual meeting of shareholders.
- Proration: New directors receive a prorated amount of the cash retainer and RSUs for the remainder of the current compensation period.
Each new director has entered into the Company's form of director indemnification agreement. The filing states there are no related person transactions or undisclosed arrangements regarding these appointments.
Investor Verification Checklist
- Verify the professional backgrounds of the new directors (Theophilus, Fasano, Niebergall) to assess their specific expertise relative to V2X's strategic needs.
- Confirm the total number of board seats and the specific class terms for the newly appointed directors.
- Review the Company's proxy statement or subsequent filings to confirm the exact date of the 2026 annual meeting for RSU vesting.
- Check for any potential conflicts of interest given the new directors' current or recent roles at major competitors or partners (e.g., Wabtec, Leidos, L3Harris).