Eric M. Pillmore

About Eric M. Pillmore

Eric M. Pillmore, 71, has served as an independent director of V2X (VVX) since 2014, with current committee assignments on the Audit Committee and the Compensation and Human Capital Committee . He brings deep corporate governance and finance expertise, including prior service as Senior Vice President of Corporate Governance at Tyco International (2002–2007), CFO roles at Multilink Technology, McData, and General Instrument (1996–2002), 17 years at General Electric, and four years as a naval officer . Pillmore is General Partner of Amore Limited Partnership (since 2020), President of Pillmore Consulting, LLC (since 2008), and board chair/director of the Colson Center; he earned a BBA from the University of New Mexico and an MBA from Villanova University . He is a Class II director standing for election in 2025 to serve a three-year term ending at the 2028 annual meeting .

Past Roles

External Roles

• No current public company directorships are disclosed for Pillmore in the proxy biography .

Board Governance

• Committee memberships: Audit Committee member and Compensation and Human Capital Committee member; not a committee chair .
• Independence: Board determined Pillmore is an independent director under NYSE rules; he also meets the enhanced independence tests for Audit Committee and Compensation Committee membership .
• Board structure: Classified board with staggered three-year terms; Pillmore is a Class II nominee for a term ending 2028 .
• Meetings and attendance: In 2024, the Board met 6 times; Audit Committee met 7 times; Compensation Committee met 8 times; all directors except Mr. Cusumano attended at least 75% of aggregate meetings for the Board and their committees, indicating Pillmore met the attendance threshold .
• Executive sessions: Non-employee directors met in executive session at each regularly scheduled Board meeting; the Non-Executive Chairman presided .
• Governance principles: Overboarding limits (max boards), audit committee membership cap (max three audit committees absent board determination), and advance notice to Corporate Secretary before joining other boards .
• Policies: Policy against hedging, pledging or speculating in Company stock; share ownership guidelines; clawback and recoupment policies; use of an independent compensation consultant .
• Charitable contribution conflict policy: Board approval required for donations >$10,000 where directors or immediate family are associated; no donations required approval in 2024 .
• Controlled company transition: On Nov. 14, 2024, Vertex Holdco Parties reduced ownership to ~45%, ending controlled company status; VVX took necessary actions to comply fully with NYSE governance requirements, including committee independence .

Fixed Compensation

Director pay is standardized for “Compensated Directors” (excludes Vertex Holdco designees and management director), with cash and equity components plus incremental chair retainers .

• Note: Cash retainer increased by $5,000 effective May 4, 2023 (to $90,000) .

Performance Compensation

Director equity awards are time-based RSUs with governance safeguards.

• Performance metrics: No performance-based metrics disclosed for director equity; director RSUs are time-based .
• Independent compensation consultant (Pay Governance) supports benchmarking of director compensation .

Other Directorships & Interlocks

• Current public company boards: None disclosed for Pillmore .
• Compensation Committee interlocks: None—no member was an officer/employee of VVX and no related person transactions requiring disclosure .
• Audit firm independence: Audit Committee reviewed PCAOB-required disclosures and independence communications from RSM .

Expertise & Qualifications

• Corporate governance leadership (Tyco SVP Corporate Governance; Deloitte governance advisor) .
• Senior finance roles (multiple CFO positions; GE tenure) .
• Military service (naval officer) .
• Education: BBA (University of New Mexico); MBA (Villanova University) .
• Current leadership roles (Amore LP; Pillmore Consulting; Colson Center board chair) .

Equity Ownership

As of the record date March 12, 2025 (beneficial ownership table) and year-end RSU table:

Governance Assessment

• Positives

  • Independent director with dual committee service; Audit and Compensation Committees composed entirely of independent members under NYSE/SEC rules .
  • Strong attendance culture (Pillmore met ≥75% threshold); regular executive sessions without management; independent Non-Executive Chair provides board leadership .
  • Director compensation emphasizes equity alignment via annual RSUs; ownership guidelines (5× cash retainer); no hedging/pledging; clawback and double-trigger CIC provisions .
  • No compensation committee interlocks or related-party transactions; charitable donation conflict policy in place with no approvals needed in 2024 .
  • Transition away from controlled company status with full adherence to NYSE governance requirements (committee independence) .
  • Annual board/committee evaluations and focus on risk, cyber oversight, and succession planning .

• Watch items

  • Classified board persists (reduces annual director accountability); Board reviews structure periodically for appropriateness .
  • Vertex Holdco Parties retain ~45% ownership post-2024 secondary; while controlled company status ended, concentrated ownership may continue to influence nominations under the Shareholders Agreement during the appointment period .

• Compensation mix signals

  • Stable year-over-year director compensation for Pillmore ($239,535 in 2023 vs. $240,004 in 2024), consistent with policy-driven retainer and annual RSU grant structure; cash retainer increased to $90,000 in 2023, then held flat in 2024 .
  • Director compensation cap ($500,000) and prohibition on repricing support shareholder-friendly design .