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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 28, 2023
V2X, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Indiana
(State or Other Jurisdiction of Incorporation)
| 001-36341 | 38-3924636 |
| (Commission | (IRS Employer |
| File Number) | Identification No.) |
7901 Jones Branch Drive, Suite 700
McLean, VA 22102
(Address of Principal Executive Offices) (Zip Code)
(571) 481-2000
(Registrant's Telephone Number, Including Area Code)
Securities Registered Under Section 12(b) of the Act:
| Title of each class | Trading symbol(s) |
Name of each exchange on which registered |
| Common Stock, Par Value $0.01 Per Share | VVX | New York Stock Exchange |
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 ( see General Instruction A.2. below):
| ¨ | 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)) |
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 October 2, 2023, V2X, Inc. (the “Company”) announced the appointment of Mr. Shawn Mural, age 53, as its new Senior Vice President and Chief Financial Officer to replace Ms. Susan D. Lynch, who retired from the Company on September 28, 2023.
Prior to joining the Company, Mr. Mural worked in various capacities at RTX Corporation and its subsidiaries (“RTX”), including as Vice President of Finance and Chief Financial Officer of Raytheon. Mr. Mural was with Raytheon and RTX for 24 years, has more than two decades of executive experience in the aerospace and defense industry, and has served in a number of financial and policy leadership roles. Mr. Mural earned a bachelor’s degree from Canisius University and an MBA from the University of Texas at Dallas.
There is no material plan, contract or arrangement between Mr. Mural and any other person, other than the Offer Letter (as defined and described below), pursuant to which he was appointed to the office described above, and no family relationships among any of the Company’s directors or executive officers and Mr. Mural. Mr. Mural does not have any direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On September 28, 2023, the Company entered into an offer letter (the “Offer Letter”) with Mr. Mural, pursuant to which, among other things, Mr. Mural will receive an annual base salary of $700,000 and will be eligible to receive an annual short-term cash incentive award with a target award equal to 80% of his base salary and a maximum award of 200% of his base salary based on company and individual performance. In addition, Mr. Mural will receive a one-time sign-on grant of restricted stock units (“RSUs”) with a grant date value of $250,000 that vest in equal installments on each of the first three anniversaries of the grant date, and a one-time special performance stock unit grant of 6,840 shares that will vest if the applicable performance metrics are achieved after a three-year performance period.
For 2023, Mr. Mural will be recommended for an annual equity award with a grant date value of $750,000, 50% of which will be in the form of RSUs that vest in equal installments on each of the first three anniversaries of the grant date, and 50% of which will be in the form of performance-based RSUs (“PSUs”) that vest based on the achievement of relative total shareholder return over a three-year performance period. For 2024, Mr. Mural will be recommended for an annual equity award with a grant date value of $1,340,000, 50% of which will be in the form of RSUs that vest in equal installments on each of the first three anniversaries of the grant date, and 50% of which will be in the form of PSUs. These equity awards have been approved by a sub-committee of the Compensation and Personnel Committee of the Board of Directors of the Company.
The Offer Letter further provides that Mr. Mural will be eligible to participate in the Company’s benefit plans and paid-time off program and will be eligible to receive reimbursement for moving expenses.
The foregoing summary and description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
The Company expects to enter into a separation agreement with Ms. Lynch in connection with her separation that will document any applicable payments or benefits to be provided to her in respect of such separation, including all pre-existing contractual separation payments and benefits that she is entitled to receive in connection with such separation, and will file any such agreement as an exhibit to an applicable subsequent public filing.
Item 8.01. Other Events
On October 2, 2023, the Company issued a press release announcing the appointment of Mr. Mural as Senior Vice President and Chief Financial Officer. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Offer Letter, dated September 28, 2023, between Shawn Mural and the Company | |
| 99.1 | Press Release, dated October 2, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| V2X, INC. | ||
| Dated: October 2, 2023 | By: | /s/ Kevin T. Boyle |
| Kevin T. Boyle | ||
| SVP, Chief Legal Officer, General Counsel and Corporate Secretary | ||
Exhibit 10.1
September 28, 2023
Mr. Shawn Mural
Dear Shawn:
I am pleased to extend an offer of employment with V2X, Inc. as Senior Vice President, Chief Financial Officer. This is a full-time, salaried (exempt from overtime) position reporting to Charles L. Prow, President & Chief Executive Officer, V2X, Inc. Your hours worked in this position may fluctuate, and each weekly portion of your annual salary will compensate you for work during that week. Your annual salary will be $700,000, which equates to $336.54 per hour. You will be paid on a biweekly basis (26 pay periods per year). You will be based at our corporate office in McLean, Virginia and your date of hire will be October 2, 2023.
You will be nominated for election by the V2X Board of Directors as a Senior Vice President of V2X, Inc. As a Senior Vice President, you will be a Section 16 filer, subject to share ownership guidelines and an insider for purposes of trading in V2X stock.
Short Term Incentive:
In addition to your salary, as an executive of V2X, Inc., you will be eligible for participation in the Second Amendment and Restatement of the V2X, Inc. 2014 Omnibus Incentive Plan (bonus award), with a target award of 80% of your annual base salary. Bonus awards are discretionary, ranging from zero to 200% of the target and are based on company and individual performance. Bonus awards are generally paid during the first quarter following the end of the applicable performance year.
Any bonus for the calendar year in which your employment begins will be pro-rated, based on the number of completed months you are employed by the Company during that calendar year.
Long Term Incentive:
You will also be eligible to participate in the company’s Long-Term Incentive Award Program. These awards are generally recommended for approval by the Compensation and Personnel Committee of the V2X Board of Directors during the first quarter of each calendar year. For 2024, you will be recommended for a total award of $1,340,000 subject to approval by the Compensation and Personnel Committee. Your award will be granted fifty percent (50%) in the form of restricted stock units that will vest in one-third installments on the first, second and third anniversaries of the grant date and fifty percent (50%) in the form of performance stock units related to relative total shareholder return over a three-year performance period. The terms and conditions of your 2024 awards will be consistent with the terms and conditions approved for the 2024 Long-Term Incentive Award Program.
For 2023, you will be recommended for a total award of $750,000 to be granted following your date of hire. Your award will be granted fifty percent (50%) in the form of restricted stock units that will vest in one-third installments on the first, second and third anniversaries of the grant date and fifty percent (50%) in the form of performance stock units related to relative total shareholder return over a three-year performance period. The terms and conditions of your 2023 awards will be consistent with the terms and conditions approved for the 2023 Long-Term Incentive Award Program.
The Compensation and Personnel Committee approved a one-time Special Performance Stock Unit grant in the amount of 6,840 shares. This special grant is to drive senior management team toward value creation. The Special Performance Stock Units will be eligible for vesting if the performance metrics are achieved after the three-year performance period.
Sign-on Bonus:
You will receive a one-time award of $250,000 in restricted stock units to be granted following your date of hire, vesting in one-third installments on the first, second and third anniversaries of the grant date. The terms and conditions of this one-time award will be consistent with the terms and conditions approved for the 2023 Long-Term Incentive Award Program.
Relocation:
You will also be eligible to receive reimbursement for moving expenses back to the Virginia area, taxable according to IRS guidelines. The reimbursement will not include closing costs or other real estate related fees.
Paid Time Off (PTO):
You will be eligible for 21 days of Paid Time Off (PTO) annually. PTO is accrued on each bi-weekly pay date.
Benefits Program:
A summary of our current benefit program is attached. If you are applying for family coverage for Medical, Dental, and Vision Plans, it is required that, on your start date, you furnish a marriage certificate (if applicable), and a birth certificate of each dependent being covered.
| ● | 401(k) |
| ● | Medical/Dental/Vision |
| ● | Tele-Health |
| ● | Health Savings Account |
| ● | Basic Life & Accidental Death and Dismemberment |
| ● | Short-Term & Long-Term Disability |
| ● | Flexible Spending Accounts |
| ● | Voluntary Life & Accidental Death and Dismemberment |
| ● | Voluntary VOYA benefits |
For questions regarding benefits, you may contact me at 703-597-7494. I will be glad to discuss any questions you might have regarding employee benefits.
This offer is contingent upon you meeting all the following requirements:
Pre-Employment Drug Screen:
You must successfully pass the drug screening test prior to employment. Failure to complete the screening within the prescribed time will result in withdrawal of the offer. You will be contacted with further information on this pre-employment requirement.
Background Check and Employment Verifications:
As part of your pre-employment requirements, you are required to pass a criminal background check and employment verification. We have contracted a third-party vendor, OrangeTree, to conduct the requirements. Shortly after your acceptance, you will receive an email from OrangeTree inviting you to log into the OrangeTree system and complete the information required. In addition, you will be asked to sign a disclosure form authorizing OrangeTree to conduct the investigation. We also ask that you provide the information required to complete the pre-employment process.
Clearance/Public Trust Requirement:
If applicable, you must successfully complete all security clearance requirements in a timely manner. If you do not currently have a clearance and are required to complete an EQIP, you must submit your EQIP forms within seven (7) business days. Inability to meet security standards and maintain a security clearance may result in the withdrawal of the offer or termination of your employment.
I-9 Form:
In accordance with the Immigration Reform Control Act of 1986, all employees are required to produce documents that establish identity and employment eligibility in United States. A list of acceptable documents which establish such identity is available within the I-9 Form. You will be required to supply sufficient documents from this list to establish identity and employment eligibility within your first three days of employment, along with the completed I-9 Form.
We look forward to having you join V2X. However, we recognize that you retain the option, as does V2X, of terminating your employment with V2X at any time with or without notice and with or without cause. As such, your employment with V2X is at will and neither this letter nor any other oral or written representation may be considered a contract of any specific period.
Shawn, we are pleased to extend this offer to you. Please acknowledge your acceptance of our offer by signing one copy of this letter and returning it to my attention. You may retain the additional copy for your personal files. We look forward to welcoming you to V2X, Inc. and to working with you.
| Very truly yours, | |
| /s/ Charles L. Prow | |
| Charles L. Prow | |
| Chief Executive Officer |
| Attachments | ||
| I accept the offer as set forth in this letter. | ||
| /s/ Shawn Mural | 9/28/23 | |
| ____________ | ||
| Shawn Mural | Date | |
Exhibit 99.1
Shawn Mural Named Senior Vice President and Chief Financial Officer at V2X
McLean, Va. (October 2, 2023) – /PRNewswire/ -- V2X, Inc. (NYSE: VVX), today announced Shawn Mural has been appointed as its Senior Vice President and Chief Financial Officer (CFO). In this role, Mural will oversee all finance and accounting functions, including controllership, finance operations, planning, tax, treasury, investor relations, and corporate development.
Mr. Mural joins V2X from RTX Corporation and its subsidiaries (“RTX”), where he served in various capacities of increasing responsibility and most recently as Vice President of Finance and CFO of Raytheon. Over his 24 years at RTX, Shawn’s experience in various leadership roles, as well as managing large integration and operational excellence-related activities, will help support the future growth of V2X.
“As we continue to the next phase of the company’s growth, Shawn brings strong financial leadership and deep knowledge and understanding of the aerospace and defense industry,” said Chuck Prow, President and Chief Executive Officer of V2X. “I look forward to working alongside him as we continue to execute the V2X strategy.”
This appointment follows Susan Lynch’s retirement from the company. The V2X team thanks Susan for her dedicated service and wishes her every success in future endeavors.
About V2X
V2X builds smart solutions designed to integrate physical and digital infrastructure – from base to battlefield – by aligning people, actions, and outputs. Formed by the merger of Vectrus and Vertex, we bring a combined 120 years of successful mission support. Our lifecycle solutions improve security, streamline logistics, and enhance readiness.
The Company delivers a comprehensive suite of integrated solutions across the operations and logistics, aerospace, training, and technology markets to national security, defense, civilian and international clients. Our global team of approximately 15,000 employees brings innovation to every point in the mission lifecycle, from preparation to operations to sustainment, as it tackles the most complex challenges with agility, grit, and dedication.
Media Contact
Angelica Spanos Deoudes
Senior Media Strategist
Communications@goV2X.com
571-338-5195
Investor Contact
Michael Smith
Vice President, Treasury, Corporate Development and Investor Relations
IR@goV2X.com
SOURCE V2X, Inc.