VSE (VSEC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 7, 2026, to be held virtually; record date is March 10, 2026.

• Focused transformation into a pure-play aviation aftermarket parts and services provider, with record 2025 revenue and margin expansion following the divestiture of the Fleet segment.

• Key 2025 achievements include new OEM partnerships, expanded product lines, successful acquisitions, and global expansion.

• Board recommends voting FOR all proposals, including director elections, auditor ratification, executive compensation, and a charter amendment for blank check preferred stock.

Voting matters and shareholder proposals

• Election of eight directors to serve until the 2027 annual meeting.

• Ratification of Grant Thornton LLP as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay).

• Approval of an amendment to authorize issuance of blank check preferred stock.

• Shareholder proposals for the 2027 meeting must be received by November 24, 2026.

Board of directors and corporate governance

• Board consists of eight nominees, majority independent, with diverse expertise in aviation, finance, governance, and risk management.

• Board committees: Audit, Compensation and Human Resources, Nominating and Corporate Governance; all committee members are independent.

• Annual evaluation of director independence and board performance.

• Code of Business Conduct and Ethics and Corporate Governance Guidelines in place.

• Stock ownership guidelines for directors and executives to align interests with shareholders.