Jeremy C. Wensinger
About Jeremy C. Wensinger
Jeremy C. Wensinger is President, Chief Executive Officer, and a Class III director of V2X (VVX) since June 17, 2024; he is not an independent director and holds no board committee assignments . He is 61 years old, holds a B.S. from Bowling Green State University and an MBA from the University of South Florida, and completed Harvard Business School’s General Managers Program . Prior roles include COO of Peraton (2017–2024) and senior leadership positions at PAE (National Security Solutions president), Global Technical Systems (COO), Cobham Defense Systems (chairman and president), and Harris Corporation . V2X’s 2024 performance disclosure (pay-versus-performance) reports GAAP net income of $34.7M, Adjusted EBITDA of $310.2M, and a value-of-$100 TSR measure of $93.31 vs $159.71 for peers, framing the pay-for-performance context of his inaugural year as CEO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Peraton, Inc. | Chief Operating Officer | 2017–2024 | Led operations at a national security solutions provider; experience positions him to drive execution and integration at V2X . |
| PAE Government Services (NSS) | President, National Security Solutions | Pre-2017 (not individually disclosed) | Ran government services segment focused on national security . |
| Global Technical Systems | Chief Operating Officer | Pre-2017 (not individually disclosed) | Operational leadership in defense/technology systems . |
| Cobham Defense Systems | Chairman and President | Pre-2017 (not individually disclosed) | Led defense systems business within Cobham PLC . |
| Harris Corporation | Various leadership roles | Pre-2017 (not individually disclosed) | Senior leadership in communications/defense technology . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No additional public company directorships disclosed in V2X filings for Wensinger . |
Fixed Compensation
| Element | 2024 Terms | Notes |
|---|---|---|
| Base Salary | $1,000,000 | Per Offer Letter dated May 5, 2024 . |
| Target Annual Incentive (AIP) | 125% of base salary earned in 2024 | Per Offer Letter; AIP paid in 2025 for 2024 performance . |
| 2024 AIP Actual (Cash) | $481,875 | Summary Compensation Table (partial-year salary in 2024) . |
| Replacement Cash Award | $400,000 (paid early 2025, service-conditioned) | Replaces forfeited prior bonus; requires continued employment through payment date . |
| Long-Term Incentive (Target) | $4,250,000 (50% RSU / 50% PSU) | 2024 target; sign-on awards granted 6/25/2024 . |
| Sign-on RSU | 44,299 units | Granted 6/25/2024; determined at $47.97 grant-date close . |
| Sign-on PSU (TSR) | 44,299 target units | Granted 6/25/2024; relative TSR design . |
| Employment Inducement PSU | 20,000 target units | Vests based on stock price/relative TSR by 12/31/2025 . |
| All Other Compensation | $18,813 | Per SCT (e.g., standard perquisites) . |
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Performance Period |
|---|---|---|---|---|---|
| Annual Incentive Plan (AIP) | Revenue, New Business, Adjusted EBITDA, Days Sales Outstanding (DSO) | Not disclosed | 125% of 2024 base earned | $481,875 cash for 2024 | Paid in 2025; metrics evaluated annually . |
| PSUs (2024–2026 cycle) | Relative TSR vs Compensation Peer Group | 50% of 2024 LTI mix | 44,299 target units | 0–200% vesting factor | Cliff vest after three-year period ending 12/31/2026; linear interpolation between 35th–80th percentile . |
| Employment Inducement PSU | Absolute stock price (30-day average) and relative TSR | Special, one-time | 20,000 target units | 0–80% based on price thresholds | Eligible to vest on 12/31/2025: < $60 = 0%; $60 = 30%; $75 = 60%; ≥$90 = 80% of target; also subject to relative TSR . |
| RSUs (time-vesting) | Service-based | 50% of 2024 LTI mix | 44,299 units | N/A (time-only) | Vests 1/3 annually on 6/25/2025, 6/25/2026, 6/25/2027 . |
Notes:
- No stock options were awarded in 2024 to Wensinger .
- Company designs emphasize pay-for-performance with caps and clawbacks; PSUs are three-year, relative TSR-based; RSUs vest over three years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/12/2025) | 6,250 shares; less than 1% of outstanding . |
| Unvested RSUs | 44,299 units (FV $2,118,821 at 12/31/2024) . |
| Unvested PSUs (2024–2026) | 44,299 target units (FV $2,118,821 at 12/31/2024) . |
| Employment Inducement PSU | 20,000 target units (FV $956,600 at 12/31/2024) . |
| Stock Options | None outstanding for Wensinger . |
| Pledging/Hedging | Prohibited for directors and senior officers; no pledged shares by any NEO or director . |
| Ownership Guidelines | CEO: 5x base salary; five-year compliance window; as of 3/12/2025, all NEOs were in compliance or within transition period . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Status | At-will; standard indemnification agreement upon board appointment . |
| Severance (Non-CIC) | Up to 18 months of base salary and target annual incentive if terminated without cause and not in connection with a change in control (Senior Executive Severance Plan) . |
| Severance (Change in Control) | 2.5x base salary and target annual incentive for qualifying termination in connection with a change in control (Special Senior Executive Severance Plan) . |
| Potential Post-Employment (Dec 31, 2024) | Illustrative totals: Termination Not For Cause: $4,458,730; CIC + Not For Cause/Good Reason: $10,843,585; Death/Disability: $5,194,242 (components include severance and equity acceleration outcomes) . |
| Equity Plan CIC Treatment | Double-trigger acceleration (transaction plus qualifying termination) under the 2014 Omnibus Plan . |
| Clawbacks | Board recoupment policy and SEC/NYSE-compliant clawback for erroneously paid incentive compensation . |
| Legal Fee Reimbursement | Up to $25,000 for negotiation and documentation of employment offer . |
Board Service and Governance Considerations
- Board Role: Director since 2024; no committee assignments .
- Independence: Not independent by virtue of being CEO; majority of board and all standing committees are independent; independent non-executive chair (Mary L. Howell) .
- Director Compensation: As a management director, he receives no director compensation .
- Board Activity (2024): Board met 6 times; Audit 7; Compensation 8; Nominating 6; all directors except one met ≥75% attendance; independent directors held executive sessions each regular meeting .
Performance & Track Record Snapshot (context for pay design)
| Measure | 2024 | Notes |
|---|---|---|
| GAAP Net Income ($) | 34,684,000 | From pay-versus-performance disclosure . |
| Adjusted EBITDA ($) | 310,211,000 | From pay-versus-performance disclosure . |
| TSR – Value of $100 | $93.31 (Company) vs $159.71 (Peer) | Cumulative since baseline per Item 402(v) table . |
| Say-on-Pay (2024) | ~99.5% approval | Advisory vote outcome . |
Vesting Schedules and Key Dates (Potential Liquidity Windows)
| Award | Grant Date | Vesting/Measurement Dates | Amount |
|---|---|---|---|
| RSUs (time-vesting) | 6/25/2024 | 1/3 on 6/25/2025; 1/3 on 6/25/2026; 1/3 on 6/25/2027 | 44,299 units . |
| PSUs (relative TSR) | 6/25/2024 | Performance period 1/1/2024–12/31/2026; vests after 12/31/2026 | 44,299 target units; 0–200% payout . |
| Employment Inducement PSU | 6/25/2024 | Eligible to vest on 12/31/2025 (price hurdles + relative TSR) | 20,000 target units; 0–80% by price table . |
Compensation Structure Analysis
- Increasing at-risk equity mix and reliance on multi-year relative TSR align incentives to shareholder outcomes; PSUs (0–200%) and double-trigger CIC terms discourage short-term risk .
- A one-time inducement PSU with a 12/31/2025 price/TSR test creates a near-term milestone that can influence timing of disclosures and capital allocation given explicit stock price hurdles .
- No stock options and RSUs vesting over three years reduce leverage vs options but can create recurring vest-related supply around each anniversary .
- Clawbacks, anti-hedging/pledging, and CEO 5x salary ownership guidelines strengthen alignment and reduce agency and forced-selling risks; company reports no pledged shares by insiders .
Investment Implications
- Retention and alignment: Severance protections (18 months non-CIC; 2.5x CIC) and significant unvested equity (RSUs/PSUs, including the 2025 inducement PSU) provide retention incentives and align Wensinger with long-term TSR and stock price performance .
- Vest-related flow: RSU tranches vest on 6/25/2025, 6/25/2026, and 6/25/2027, while the inducement PSU tests on 12/31/2025; these dates can concentrate potential insider sale windows as awards deliver, subject to personal holdings, trading plans, and company policy .
- Governance mitigants: Independent chair, majority-independent board/committees, clawbacks, anti-hedging/pledging, and CEO 5x ownership guideline reduce dual-role and governance risk even as CEO serves as a director .
- Pay-for-performance: 2024 outcomes (GAAP net income and Adjusted EBITDA growth context) combined with relative TSR-based PSUs and strong Say-on-Pay support (~99.5%) indicate investor endorsement of the program design; future payouts will hinge on TSR vs the peer set through 2026 and stock price achievement by 2025 for the inducement grant .