vsec-20260324

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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[ ]			Definitive Additional Materials
[ ]			Soliciting Material under §240.14a-12

VSE Corporation

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

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3361 Enterprise Way

Miramar, Florida 33025

VSE CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 7, 2026

DATE:

Thursday,

May 7, 2026

TIME:

10:00 a.m.

Eastern Daylight Time

LOCATION:

www.virtualshareholder

meeting.com/VSEC2026

The Annual Meeting of Stockholders of VSE Corporation, a Delaware corporation (“VSE” or the “Company”), will be held on Thursday, May 7, 2026, at 10:00 a.m., Eastern Daylight Time (the "Annual Meeting"). The Annual Meeting will be a virtual meeting via live audio webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/VSEC2026 and entering the 16-digit control number included on your proxy card or in the instructions that accompanied your proxy materials.

The Annual Meeting will be held for the following purposes:


Items of Business
1.			Election of eight directors
2.			Ratification of the appointment of Grant Thornton LLP as VSE's independent registered public accounting firm for the year ending December 31, 2026
3.			Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers
4.			Approval of an amendment to the Company’s Restated Certificate of Incorporation to authorize the issuance of blank check preferred stock
5.			Transaction of such other business as may properly come before the Annual Meeting, or any adjournment or postponement thereof

Stockholders of record at the close of business on March 10, 2026, may vote at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 7, 2026. The Company’s Notice of Annual Meeting of Stockholders, 2026 Proxy Statement and 2025 Annual Report to Stockholders (the “Annual Report”) are available at www.proxyvote.com. You will need your unique 16-digit control number which appears on the Notice of Internet Availability of Proxy Materials ("Notice") to access the Annual Meeting materials. The Annual Report, which contains the Company’s consolidated financial statements and other information of interest to stockholders, accompanies these proxy materials. These proxy materials were first made available to the Company's stockholders on March 24, 2026.

You may vote your VSE common stock by internet, mail or phone in advance of the Annual Meeting, or virtually during the Annual Meeting. Voting instructions are contained in the 2026 Proxy Statement, as well as in the Notice and on the proxy card that will accompany the Notice.

VSE thanks you for your support and looks forward to your participation in the Annual Meeting.


By Order of the Board of Directors
Tobi B. Lebowitz, Chief Legal Officer and Corporate Secretary

TABLE OF CONTENTS


Forward-Looking Statements						1
Proxy Statement						2
Proxy Statement Summary						3
About the 2026 Annual Meeting and Voting At the Virtual Meeting						4

Recommendations of the Board						4

Quorum, Voting and Vote Required						4

How to Vote						5

Revocation of Proxies						6

Company Overview and Business Highlights						7

About VSE Corporation						7

2025 Key Business Highlights						7

Executive Officers						8

Proposal 1: Election of Eight Directors						10

Director Skills, Qualifications and Experience						10

Director Nominees						11

Board, Committees and Corporate Governance						16

2025 Director Compensation						21

Environmental, Social & Governance Priorities						22

Environmental, Social and Governance Board Oversight						22

ESG Areas of Focus						23

Proposal 2: Ratification of the Appointment of Grant Thornton LLP as VSE's Independent Registered Public Accounting Firm for the Year Ending December 31, 2026						24

Audit Fees						24
Policy on Audit Committee Approval of Audit and non-Audit Services						25

Audit Committee Report						26

Compensation Discussion and Analysis						27

Executive Compensation Program Overview						27

Oversight of Executive Compensation						31

Peer Group and Competitive Market Analysis						34


2025 Components of Executive Compensation						36

Employment Agreements and Severance Arrangements						46

Stock Ownership Guidelines						46

Clawback Policy						46

Hedging and Pledging Policy						46

Accounting Considerations						47

Compensation and Human Resources Committee Report						48

Executive Compensation						49

2025 Summary Compensation Table						49

2025 Grants of Plan-Based Awards Table						50

Outstanding Equity Awards at 2025 Fiscal Year End Table						51

2025 Option Exercises and Stock Vested						53

2025 Pension Benefits						53

2025 Non-Qualified Deferred Compensation						53

Potential Payments Upon Termination or Change in Control						54

Pay Ratio Disclosure						56

Pay Versus Performance						57

Proposal 3: Approval, On a Non-Binding Advisory Basis, of the Compensation of the Company's Named Executive Officers						60

Proposal 4: Approval of an Amendment to the Company’s Restated Certificate of Incorporation to Authorize the Issuance of Blank Check Preferred Stock						62

Why the Charter Amendment is Needed						63

Certain Disadvantages of the Charter Amendment						64

Principal Effects of the Charter Amendment						64

Procedure for Effecting the Charter Amendment						64

Anti-Takeover Effects						65

Security Ownership of Certain Beneficial Owners and Management						66

Stockholder Proposals						67
Other Matters						67

Forward-Looking Statements

This Proxy Statement contains statements that, to the extent they are not recitations of historical fact, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All such statements are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and this statement is included for purposes of such safe harbor provisions.

“Forward-looking” statements, as such term is defined by the Securities and Exchange Commission (the “SEC”) in its rules, regulations and releases, represent our expectations or beliefs, including, but not limited to, statements concerning our operations, economic performance, financial condition, growth and acquisition strategies, investments and future operational plans. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “forecast,” “seek,” “plan,” “predict,” “project,” “could,” “estimate,” “might,” “continue,” “seeking” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements.

These statements speak only as of the date of this Proxy Statement, and we undertake no ongoing obligation, other than that imposed by law, to update these statements. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, certain of which are beyond our control, and that actual results may differ materially from those contained in or implied by the forward-looking statements as a result of various factors, some of which are unknown, including, without limitation, risks related to:

•the performance of the aviation aftermarket;

•our ability to consummate, successfully integrate, and achieve the strategic and other objectives, including any expected synergies, relating to pending and recently completed acquisitions, including the acquisitions of Aero 3, Inc. and Precision Aviation Group;

•global economic and political conditions;

•our ability to mitigate the impacts of increased costs related to tariffs;

•supply chain delays and disruptions;

•competition from existing and new competitors;

•losses related to investments in inventory and facilities;

•interruptions in our operations;

•customer concentration with a single customer group;

•challenges related to workforce management or any failure to attract or retain a skilled workforce;

•access to and the performance of third-party package delivery companies;

•prolonged periods of inflation and our ability to mitigate the impact thereof;

•future business conditions resulting in impairments;

•our ability to successfully divest businesses and to transition facilities in connection therewith;

•our utilization of intellectual property and proprietary information;

•our work on large government programs;

•litigation and legal actions arising from our operations;

•compliance with government rules and regulations, including environmental and pollution risk;

•technology and cybersecurity threats and incidents;

•our outstanding indebtedness;

•market volatility in the debt and equity capital markets;

•our ability to continue to pay dividends at current levels or at all;

•our published financial guidance; and

•the other factors identified in our reports filed or expected to be filed with the SEC, and incorporated by reference herein, including our Annual Report on Form 10-K for the year ended December 31, 2025.

You are advised, however, to consult any further disclosures we make on related subjects in our periodic reports on Forms 10-K, 10-Q or 8-K filed with the SEC and incorporated by reference herein.

PROXY STATEMENT

This Proxy Statement (this “2026 Proxy Statement”) is being furnished to the stockholders of VSE Corporation, a Delaware corporation (“VSE” or the “Company”), in connection with the solicitation of proxies by VSE’s Board of Directors (the “Board”) for use at the Annual Meeting of VSE’s stockholders to be held on Thursday, May 7, 2026, commencing at 10:00 a.m., Eastern Daylight Time (the "Annual Meeting"), and any adjournment or postponement thereof. Proxy materials or a Notice of Internet Availability of Proxy Materials (the “Notice”) were first made available, released, or mailed to stockholders on March 24, 2026.

PROXY STATEMENT SUMMARY

The following summary highlights information contained elsewhere within this Proxy Statement. You should read the entire Proxy Statement carefully before voting.

KEY MEETING INFORMATION


Date and Time			Thursday, May 7, 2026, 10:00 a.m. EDT
Location			Online at www.virtualshareholdermeeting.com/VSEC2026
Record Date			March 10, 2026

MEETING AGENDA


Agenda Item	Board Recommendation	Page
1.Election of eight directors	FOR each nominee	10
2. Ratification of the appointment of Grant Thornton LLP as VSE's independent registered public accounting firm for the year ending December 31, 2026	FOR	24
3. Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers	FOR	60
4. Approval of an amendment to the Company’s Restated Certificate of Incorporation to authorize the issuance of blank check preferred stock	FOR	62

DIRECTOR NOMINEES


Name	Director Since	Occupation	Committee Membership
Ralph E. Eberhart	2007	Non-Executive Chairman; General, U.S. Air Force (Ret.), formerly Commander of several major Commands and Unified Commands, including, Commander of U.S. Northern Command and North American Aerospace Defense Command (NORAD)
John A. Cuomo	2019	President and Chief Executive Officer of VSE Corporation
Anita D. Britt	2022	Former Chief Financial Officer at Perry Ellis International	AC*; CHRC
Edward P. Dolanski	2022	Former President, U.S. Government Services at Boeing Global Services and Former CEO at Aviall, Inc.	AC, CHRC
Mark E. Ferguson III	2017	President and Chief Executive Officer of MK3 Global LLC Former Senior Advisor, McKinsey and Company Admiral, US Navy (Ret.), Former Vice Chief of Naval Operations	AC, NCGC*
Lloyd E. Johnson	2022	Former Global Managing Director, Finance and Internal Audit, Accenture Corporation	CHRC, NCGC
John E. Potter	2014	President and CEO of the Metropolitan Washington Airports Authority	CHRC*, NCGC
Bonnie K. Wachtel	1991	Principal and Director of Wachtel & Co., Inc.	AC, NCGC

*= Chair of committee; AC= Audit Committee; CHRC= Compensation and Human Resources Committee; NCGC= Nominating and Corporate Governance Committee

ABOUT THE 2026 ANNUAL MEETING AND VOTING AT THE VIRTUAL MEETING

The Annual Meeting will be a virtual meeting via live audio webcast for the purposes specified in the accompanying Notice of the Annual Meeting and Internet availability of proxy materials (the “Notice”).

As discussed in more detail below, the purpose of the Annual Meeting is to (1) elect eight directors; (2) ratify the appointment of Grant Thornton LLP as VSE's independent registered public accounting firm for the year ending December 31, 2026; (3) approve, on a non-binding advisory basis, the compensation of the Company's named executive officers; (4) approve an amendment to the Company’s Restated Certificate of Incorporation to authorize the issuance of blank check preferred stock; and (5) transact such other business as may properly come before the Annual Meeting, or any adjournment or postponement thereof.

As of the date of this 2026 Proxy Statement, the Board does not intend to present, and has not been informed that any other person intends to present, any matter for action at the Annual Meeting other than those matters specifically referred to herein. If, however, any other matters are properly presented to the Annual Meeting for action, the proxy holders will vote the proxies, which confer authority on such holders to vote on such matters, in accordance with their best judgment. The persons named as attorneys-in-fact in the proxies are the Chair of the Board, General Ralph E. Eberhart, and VSE’s Chief Executive Officer ("CEO"), John Cuomo.

The close of business on March 10, 2026, is the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. As of the close of business on the record date, there were 28,055,393 shares of the Company’s common stock, par value $0.05 per share (the “Stock”) outstanding and 194 stockholders of record.

Recommendations of the Board

The Board recommends a vote:

1.“FOR” the election of each of the eight director nominees;

2."FOR" the ratification of the appointment of Grant Thornton LLP as VSE's independent registered public accounting firm for the year ending December 31, 2026; and

3.“FOR” the approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers.

4.“FOR” the approval of an amendment to the Company’s Restated Certificate of Incorporation to authorize the issuance of blank check preferred stock.

Quorum, Voting and Vote Required

Holders of a majority of VSE’s Stock issued, outstanding, and entitled to vote as of the close of business on March 10, 2026, must be present at the Annual Meeting, either in person or represented by properly executed proxy, to constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes will be counted as present for purposes of determining whether the quorum requirement is satisfied. Each stockholder is entitled to one vote for each share of Stock held of record as of the close of business on March 10, 2026, on all matters that may be submitted to the stockholders at the Annual Meeting.

If you are a beneficial owner and do not provide your broker with specific voting instructions, your broker may generally vote on routine matters but cannot vote on non-routine matters. Proposals 1, 3 and 4 are considered non-routine matters. Therefore, if you do not instruct your broker on how to vote on Proposals 1, 3 and 4, your broker does not have the authority to vote on those proposals. This is generally referred to as a “broker non-vote.” Proposal 2 is considered a routine matter and, therefore, your broker may vote your shares on this proposal according to your broker’s discretion.

Directors are elected by a plurality of votes cast, without regard to either broker non-votes or withheld votes, such that the nominees receiving the greatest number of “for” votes will be elected. While directors are elected by a plurality of votes cast, VSE's director voting policy provides that in an uncontested election (i.e., an election in which

the number of nominees does not exceed the number of directors to be elected), the Board expects an incumbent director to tender his or her resignation, to be effective upon the Board’s acceptance, if the director receives a greater number of votes “withheld” than votes “for” his or her election. The Nominating and Corporate Governance Committee will consider each resignation tendered and recommend to the Board whether to accept or reject it.

The ratification of the appointment of Grant Thornton LLP as VSE's independent registered public accounting firm requires the affirmative vote of a majority of the Stock having voting power present in person or represented by proxy at the Annual Meeting. Abstentions will have the same effect as a vote against the proposal. This proposal is considered a routine matter on which the broker will have discretionary authority to vote on the proposal should a beneficial holder not provide voting instructions. For that reason, if you are a beneficial holder and you wish to vote "for," "against" or "abstain" from this proposal, you will have to provide your broker with such an instruction. Otherwise, your broker will vote in its discretion.

The non-binding advisory approval of the compensation of the Company’s named executive officers requires the affirmative vote of a majority of the Stock having voting power present in person or represented by proxy at the Annual Meeting. Abstentions will have the same effect as a vote against the proposal. Broker non-votes will have no effect on the outcome of the proposal. The results of this advisory vote are not binding on the Board.

The approval of an amendment to the Company’s Restated Certificate of Incorporation to authorize the issuance of blank check preferred stock requires the affirmative vote of a majority of the outstanding Stock entitled to vote on the proposal. Abstentions will have the same effect as a vote against the proposal. Broker non-votes will have no effect on the outcome of the proposal.

How to Vote

You will not receive a printed copy of this 2026 Proxy Statement or our 2025 Annual Report to Stockholders (the "Annual Report") in the mail unless you request a printed copy. As permitted by the Securities and Exchange Commission (the “SEC”), the Company is delivering this 2026 Proxy Statement and the Annual Report via the Internet. On or about March 27, 2026, the Company is mailing to its stockholders the Notice and accompanying proxy card containing instructions on how to access this 2026 Proxy Statement and the Annual Report and authorize a proxy to vote their shares of Stock. If you wish to request a printed copy of this 2026 Proxy Statement and the Annual Report, you should follow the instructions included in the Notice. The Notice is not a proxy card or ballot.

You may vote your Stock by Internet, mail, or phone in advance of the Annual Meeting or virtually during the Annual Meeting. Each of these voting options is described in the Notice, proxy card, and voting instruction card. You may vote during the Annual Meeting by logging into the meeting website at www.virtualshareholdermeeting.com/VSEC2026 using the 16‐digit control number included on your Notice, and following the instructions provided on the website. Stock held in your name as the stockholder of record may be voted electronically during the Annual Meeting. Stock for which you are the beneficial owner but not the stockholder of record also may be voted electronically during the Annual Meeting. You may also read, print, and download the Annual Report, this 2026 Proxy Statement, and VSE's proxy card at www.proxyvote.com using your unique 16-digit control number which appears on the Notice. On an ongoing basis, stockholders may request to receive proxy materials in printed form by mail or electronically by e-mail.

You should complete and return your proxy card or voting instruction card, or vote using the Internet or phone voting option, even if you plan to attend the Annual Meeting to ensure that your vote will be counted if you later decide to not attend the Annual Meeting. If you return an executed proxy card without marking your instructions, your executed proxy card will be voted in accordance with the recommendations of the Board. If you indicate a choice with respect to any matter to be acted upon on your proxy card or voting instruction card, your Stock will be voted in accordance with your instructions.

If you are a beneficial owner and hold Stock in street name through a broker or other nominee and do not return the voting instruction card, the broker or other nominee will vote your Stock on each matter at the Annual Meeting for which he or she has the requisite discretionary authority. Under applicable rules, brokers have the discretion to vote on routine matters, including ratification of the appointment of Grant Thornton LLP as VSE's independent registered public accounting firm, and do not have the discretion to vote on non-routine matters. The uncontested election of directors, the advisory vote to approve the compensation of the Company's named executive officers, and the approval of an amendment to the Company’s Restated Certificate of Incorporation to authorize the issuance of blank check preferred stock are considered non-routine matters; therefore, brokers will not have the discretion to vote on such matters at the Annual Meeting without instructions. As such, broker non-votes will have no effect on the outcome of these two non-routine proposals.

Revocation of Proxies

A stockholder returning a proxy to VSE may revoke it at any time before it is exercised by granting a later proxy with respect to the same Stock, entering a new vote online or by phone prior to the Annual Meeting, or communicating such revocation in writing to the Company's Corporate Secretary before the Annual Meeting. In addition, any stockholder who has executed a proxy but attends the Annual Meeting may cancel a previously given proxy by voting during the Annual Meeting whether or not the proxy has been revoked in writing.

COMPANY OVERVIEW AND BUSINESS HIGHLIGHTS

About VSE Corporation

VSE is a leading provider of aviation aftermarket distribution and repair services for the commercial and business and general aviation (B&GA) aftermarkets. VSE is focused on significantly enhancing the productivity and longevity of its customers’ high-value, business-critical assets. VSE’s aftermarket parts distribution and maintenance, repair, and overhaul (MRO) services support engine component and engine and airframe accessory part distribution and repair services for commercial and B&GA operators.

In April 2025, VSE completed the sale of its Fleet business, allowing the Company to focus its strategy and resources on its Aviation segment.

For more detailed information, please visit VSE's website at www.vsecorp.com.

2025 Key Business Highlights

In 2025, the Company successfully completed its multi-year strategic transformation into a pure-play aviation aftermarket parts and services provider. Following the divestiture of the Fleet segment, VSE is now 100% focused on its higher growth and higher margin aviation business.

For the full year 2025, the Company delivered record revenue and margin expansion, driven by balanced contributions across its distribution and MRO sales channels. During the year, the Company strengthened its organic growth pipeline through the addition of several new program awards, added new original equipment manufacturing (“OEM”) partners, expanded its product lines, enhanced its repair capabilities, advanced its OEM licensed manufacturing program, and accelerated the realization of integration synergies of recent acquisitions.

In light of this strategic transformation and focus on profitable growth, integration, and disciplined capital deployment, the Compensation and Human Resources Committee (the "Compensation Committee") structured the Company’s 2025 incentive program to emphasize profitable growth and cash generation, reinforcing execution of these priorities.

The Company's key business achievements in 2025 included, among others:

▪Generated record full year segment revenue of approximately $1.1 billion.

▪Achieved record Aviation segment revenue and profitability while strengthening margins.

▪Welcomed the Kellstrom Aerospace Group, Inc. ("Kellstrom") team to the VSE family. The combination of Kellstrom, Vortex Aviation, and TAG One significantly expanded commercial engine focused distribution, MRO, and used serviceable material offerings.

▪Completed a significant portfolio transformation by divesting the Fleet segment (Wheeler), sharpening focus and solidifying VSE as a pure-play aviation aftermarket parts and MRO services company.

▪Integrated corporate functions to realign the organization and priorities to support an aviation-only platform going forward that positions the business for long-term value creation.

▪Invested in capabilities that differentiate the Company. The acquisition of Turbine Weld Industries in May 2025 expanded technical and proprietary repair capabilities across key business and general aviation engine platforms and further strengthened the MRO value proposition.

▪Advanced growth through new business wins, new product distribution launches, integrated used serviceable material offerings, increased MRO capacity, expanded MRO capabilities, and strategic OEM and customer partnerships that enhance service to customers globally.

▪Progressed with integration activities, including brand transitions, HR and people integration, and IT systems and process integration. Notable progress was achieved with the Kansas system upgrades, and two company system integrations were completed for Vortex.

▪Completed the acquisition of Aero 3, Inc. ("Aero 3") to expand global wheel and brake distribution and repair capabilities. These investments are about building a stronger, more resilient, and more diversified VSE for the future.

▪Continued establishing the OEM Solutions team to support the fuel control and fuel pump programs.

▪Launched the first AI initiatives to better support teams by addressing process challenges and operational pain points.

▪Continued global expansion with new product introductions in Europe and continued growth across both Europe and APAC.

▪Advanced and scaled new manufacturing capability to support OEM licensed manufacturing;

▪Announced several new business awards with key OEM distribution and MRO partners:

◦Renewed and extended exclusive global distribution for both AMETEK Sensors and Fluid Management System (SFMS) and Hughes Treitler

◦Expanded its strategic collaboration with Eaton to include a new distribution program for used serviceable material

◦Awarded a global distribution agreement from Bridgestone Aircraft Tire, providing access to new and retread tire programs

◦Partnered with LuminUltra to distribute BugCount® Fuel, an innovative microbial fuel contamination testing solution for the aerospace market

▪Awarded Top Shop awards for “Best Accessories Class I, II, and III Repair” for VSE Aviation’s South Florida facility, and “Best Galley Components Repair” for VSE Aviation’s Kentucky facility.

▪Completed a follow-on equity offering with aggregate net proceeds to the Company of approximately $442 million, used to fund the cash consideration of the Aero 3 acquisition and general corporate purposes; and

▪Successfully refinanced its Term Loan A and Revolving Credit Facility, strengthening the Company’s balance sheet and financial position, and lowering borrowing costs.

These accomplishments reflect the effective execution of the Company’s strategy by management under Board oversight and were considered by the Compensation Committee in evaluating 2025 performance and compensation outcomes.

The business highlights set forth above should be read in conjunction with “Management's Discussion and Analysis of Financial Condition and Results of Operations,” included in Item 7 of the 2025 Annual Report on Form 10-K (the "Form 10-K") for the fiscal year ended December 31, 2025, and the Consolidated Financial Statements and detailed notes included in the Form 10-K.

Executive Officers

Executive officers are listed below, as well as information concerning their age and positions held with VSE. There are no family relationships between any of the Company's executive officers. The executive officers are appointed annually to serve until the first meeting of the Board following the next annual meeting of stockholders and until their successors are elected and have qualified, or until death, resignation, or removal, whichever is sooner.


Name	Age	Position with VSE
John A. Cuomo	52	Chief Executive Officer and President; Director
Adam R. Cohn	39	Chief Financial Officer
Benjamin E. Thomas	42	Chief Operating Officer

Mr. Cuomo serves as CEO, President and Director of VSE since April 2019. Mr. Cuomo brings over 25 years of experience in the aerospace, distribution and services market industry. Prior to joining VSE, Mr. Cuomo served as Vice President and General Manager of Boeing Distribution Services Inc., an aircraft parts and consumables distributor and subsidiary of The Boeing Company, from October 2018 to March 2019. Prior to Boeing’s acquisition of the Aerospace Solutions Group of KLX Inc., a commercial aerospace and defense distributor of fasteners and consumables, Mr. Cuomo served as Group President and General Manager for KLX Aerospace Solutions from December 2014 to October 2018. Previously, Mr. Cuomo served in multiple roles and functions at B/E Aerospace from April 2000 to December 2014, including Vice President & General Manager and Senior Vice President, Global Sales, Marketing & Business Development. He has a Bachelor of Science degree in International Business from Florida Atlantic University, a Juris Doctorate degree from the University of Miami, a Master of Business Administration degree from the University of Florida and is a graduate of the Harvard Business School Advanced Management Program. In addition to his role at VSE, Mr. Cuomo serves on the Board of Directors for FDH Aero, an Audax Group private equity portfolio company and global aerospace and defense supply chain solutions provider, specialized in hardware, electrical, consumables and expendable products for global OEM and aftermarket customers.

Mr. Cohn serves as Chief Financial Officer of VSE since September 2024. He is responsible for VSE’s finance, accounting, financial planning and analysis, internal audit, tax, and treasury functions. Mr. Cohn is a seasoned executive finance leader with over 15 years of aerospace and finance-related experience. He most recently served as Chief Financial Officer for Valence Surface Technologies, a surface finishing company specializing in the commercial aerospace, defense, space and satellite industries ("Valence"), from 2022 to 2024. Prior to his CFO role at Valence, Mr. Cohn held various finance leadership roles at Triumph, then a publicly traded aerospace manufacturer, including most recently as Treasurer and Vice President of Mergers and Acquisitions from 2020 to 2022. During his earlier career, Mr. Cohn also worked as an aerospace Investment Banker at Lazard. Mr. Cohn has a Bachelor of Science degree in Finance and Economics from The University of Maryland and a Master of Business Administration degree from The Wharton School of the University of Pennsylvania.

Mr. Thomas serves as the Chief Operating Officer of VSE since February 2025. In this role, Mr. Thomas is responsible for overseeing the Company’s Aviation segment’s profit and loss units, including parts distribution, MRO, and OEM solutions for all current and newly acquired businesses. He is also responsible for enterprise-wide Information Technology functions. Mr. Thomas previously served as President of VSE’s Aviation segment from October 2020 to January 2025. In that capacity, he led the strategic oversight and management of the MRO services and product distribution businesses, driving growth through sourcing, customer relationships, capital allocation, and acquisitions. Prior to joining VSE, Mr. Thomas spent a decade in leadership roles within the aerospace industry. From 2018 to 2020, he managed aftermarket growth strategies in the aerospace consumables market for Boeing Global Services, a leading provider of service solutions for commercial, defense, and space customers. Before that, from 2010 to 2018, he held various leadership positions at KLX Aerospace Solutions, a global distributor of fasteners, consumables, and related services for the commercial and defense sectors. Mr. Thomas has a Master of Business Administration degree from Harvard Business School and a Bachelor of Science degree in Industrial and Systems Engineering from the University of Southern California.

PROPOSAL 1

ELECTION OF EIGHT DIRECTORS

What am I voting on? Stockholders are being asked to elect each of the eight director nominees named in this Proxy Statement to hold office until the annual meeting of stockholders in 2027 and until his or her successor is elected and qualified.

Voting Recommendation: FOR the election of each of the eight director nominees.

Vote Required: A director will be elected by a plurality of the votes cast, subject to the Company's director voting policy as discussed in this proposal.

Broker Discretionary Voting Allowed? No, broker non-votes have no effect.

Withheld Votes: No effect.

Director Skills, Qualifications and Experience

The Board has identified key skills, qualifications and experience that are important to be represented on the Board as a whole in light of the Company's current business strategy and expected needs. The Nominating and Corporate Governance Committee believes that the Board is currently well-balanced and able to address the Company’s needs. As evidenced by the summary of key skills and biographical information provided for VSE's director nominees, its directors have significant and diverse experiences that continue to enhance their contribution to the Board.

Skills and Qualifications

Ralph Eberhart

John Cuomo

Anita Britt

John Potter

Bonnie Wachtel

Mark Ferguson III

Edward Dolanski

Lloyd Johnson

Executive Leadership

Public Company Board

Aviation Industry

Finance

Accounting

Strategy

M&A and Integrations

Cybersecurity/IT

Human Capital

Corporate Governance

Risk Management

ESG

Director Nominees

Each nominee listed below is currently serving as a VSE director and was elected by the stockholders at the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). Each nominee elected as a director will serve until the next annual meeting of stockholders and until his or her successor is elected and qualified. Each nominee has agreed to serve, if elected. If any nominee declines or is unable to accept such nomination or is unable to serve, an event which we do not expect, the Board reserves the right in its discretion to substitute another person as a nominee or to reduce the number of nominees and the size of the Board. In this event, the proxy holders may vote, in their discretion, for any substitute nominee proposed by the Board.

The Company's director voting policy provides that in an uncontested election, (i.e., an election in which the number of nominees does not exceed the number of directors to be elected), the Board expects an incumbent director to tender his or her resignation, to be effective upon the Board’s acceptance, if the director receives a greater number of votes “withheld” than votes “for” his or her election. The Nominating and Corporate Governance Committee will consider each resignation tendered and recommend to the Board whether to accept or reject it. The eight nominees for election as VSE directors, their committee assignments, if elected, following the Annual Meeting and certain information regarding them are as follows:


JOHN CUOMO
Age: 52 Director Since: 2019 Other public company boards: None			Background: CEO, President and Director of VSE since April 2019. Mr. Cuomo brings over 25 years of experience in the aerospace, distribution and services market industry. Prior to joining VSE, Mr. Cuomo served as Vice President and General Manager of Boeing Distribution Services Inc., an aircraft parts and consumables distributor and subsidiary of The Boeing Company, from October 2018 to March 2019. Prior to Boeing’s acquisition of the Aerospace Solutions Group of KLX Inc., a commercial aerospace and defense distributor of fasteners and consumables, Mr. Cuomo served as Group President and General Manager for KLX Aerospace Solutions from December 2014 to October 2018. Previously, Mr. Cuomo served in multiple roles and functions at B/E Aerospace from April 2000 to December 2014, including Vice President & General Manager and Senior Vice President, Global Sales, Marketing & Business Development. He has a Bachelor of Science degree in International Business from Florida Atlantic University, a Juris Doctorate degree from the University of Miami, a Master of Business Administration degree from the University of Florida and is a graduate of the Harvard Business School Advanced Management Program. In addition to his role at VSE, Mr. Cuomo serves on the Board of Directors for FDH Aero, an Audax Group private equity portfolio company and global aerospace and defense supply chain solutions provider, specialized in hardware, electrical, consumables and expendable products for global OEM and aftermarket customers.
			Key Qualifications and Skills: Experience includes 25+ years as a public company leader in the aerospace, distribution and services market industry, including as an officer of Boeing Distribution Services Inc., KLX Aerospace Solutions and B/E Aerospace.


ANITA D. BRITT
Age: 62 Director Since: 2022 Independent Board Committees: •Audit (Chair) •Compensation & Human Resources Other public company boards: •Smith & Wesson Brands, Inc.			Background: Former Chief Financial Officer at Perry Ellis International from 2009 to 2017. Previously, Ms. Britt held senior financial leadership positions at Jones Apparel Group and Urban Brands and served on the Boards of urban-gro, Inc. and Delta Apparel, Inc. She currently serves on the board of Smith & Wesson Brands, Inc. Ms. Britt is a Certified Public Accountant; a Board Leadership Fellow as designated by the National Association of Corporate Directors; and holds a Carnegie Mellon Cybersecurity Oversight Certification, a Harvard Kennedy School Executive Education Certificate in Cybersecurity: The Intersection of Policy and Technology, and MIT Sloan School of Management Certification in Cybersecurity Governance for the Board of Directors.
			Key Qualifications and Skills: Ms. Britt has extensive corporate finance and capital markets experience, including mergers and acquisitions, in both public and private sectors. She brings board and business leadership experience. Ms. Britt is a Certified Public Accountant and is a member of the American Institute of Certified Public Accountants and the Pennsylvania Institute of Certified Public Accountants.


EDWARD P. DOLANSKI
Age: 58 Director Since: 2022 Independent Board Committees: •Audit •Compensation & Human Resources Other public company boards: None			Background: Mr. Dolanski has served as an owner of North Star Advisors, LLC, an investment advisor, since 2020. Previously, Mr. Dolanski held a variety of senior leadership roles at The Boeing Company, an aerospace company ("Boeing") from 2007 to 2020. During his 13 years with Boeing, Mr. Dolanski served as President, U.S. Government Services at Boeing Global Services; President, Boeing Global Services & Support; and President and Chief Executive Officer of Aviall Inc., a Boeing subsidiary and the world's largest provider of new aviation parts and related aftermarket services. Before joining Boeing, Mr. Dolanski was with the Raytheon Company for 8 years in a variety of roles, including Vice President, Mission Support, Network Centric Systems; Vice President, Aftermarket Businesses and Customer Support, Raytheon Aircraft Company (Hawker & Beechcraft); and Chief Information Officer, Aircraft Integration Systems. His experience also includes 14 years with Walmart Stores where he held progressively senior positions at the corporate office within information technology and supply chain management. Mr. Dolanski holds a Corporate Governance certification from The Wharton School. Mr. Dolanski serves on several private company boards including Valence Surface Technologies, Lynx Software Technologies and as Chairman of MD Helicopters.
			Key Qualifications and Skills: Experience in commercial aftermarket aerospace, business and general aviation distribution and maintenance, repair and overhaul (MRO) through senior leadership roles at Boeing and Raytheon in a career spanning more than 30 years. Governance experience as a member of the Catalyze Partners Board of Advisors, Business Executives for National Security (BENS) and the Texas Blockchain Council Advisory Board, and as a member of the Texas Diversity Council board of directors where he has been recognized with several diversity awards, including DiversityFIRST and CEO Champions of Diversity. Mr. Dolanski serves on several private company boards including Valence Surface Technologies, Lynx Software Technologies and as Chairman of MD Helicopters.


RALPH E. EBERHART
Age: 79 Director Since: 2007 Independent - Board Chair Other public company boards: •Amentum Holdings, Inc.			Background: General, U.S. Air Force (Ret.), formerly Commander of several major Commands and Unified Commands, including Commander of U.S. Northern Command, North American Aerospace Defense Command (NORAD), U.S. Space Command, Air Force Space Command, Air Combat Command & U.S. Forces, Japan. He also served as Vice Chief of the U.S. Air Force. General Eberhart retired from the U.S. Air Force in 2005 after 36 years of military service. He was then appointed as President (2004-2020), and served as Chair, of the Armed Forces Benefit Association (AFBA), a non-profit association, and as Chair of its related enterprise, 5Star Life Insurance Co. until 2022. General Eberhart has served on the Boards of several private and public companies, including Jacob Solutions, Inc., Terma North America, Inc., Triumph Group, Inc. (Chair of the Board) and Rockwell Collins. He currently serves on the Board of Amentum Holdings Inc., the American Air Museum in Britain (Chair of the Board), Segs4Vets, Palmer Land Conservancy and the Air Force Academy Endowment.
			Key Qualifications and Skills: Experience as President (2004-2020) and Chair of the Armed Forces Benefit Association (until 2022) providing insight into challenges associated with managing complex organizations and holding management accountable for company performance. Expertise in the defense industry due to 36 years of experience in the U.S. Air Force, serving as Commander of several major Commands and Unified Commands, including Commander of U.S. Northern Command, North American Aerospace Defense Command (NORAD), U.S. Space Command, Air Force Space Command, Air Combat Command & U.S. Forces, Japan. He has also served as Vice Chief of the U.S. Air Force.


MARK E. FERGUSON III
Age: 69 Director Since: 2017 Independent Board Committees: •Audit •Nominating & Corporate Governance (Chair) Other public company boards: •Pacific Gas and Electric Corporation			Background: Mr. Ferguson has served as President and CEO of MK3 Global LLC, an independent aerospace consultancy with clients in government and the private space sector, since July 2016. He was previously a senior advisor at McKinsey & Company in their aerospace and defense practice (2016-2020). Mr. Ferguson's military service included assignment as Vice Chief of Naval Operations. He presently serves on the board of directors of Pacific Gas and Electric Corporation. Mr. Ferguson has previously served as audit chair for the Center for Naval Analyses, a federally funded research and development center. He has extensive experience in aerospace, cyber and risk management, artificial intelligence, human resources and executive compensation.
			Key Qualifications and Skills: Experience in the defense industry due to 38 years of experience in the U.S. Navy, with service as the Vice Chief of Naval Operations from 2011 to 2014. Expertise in commercial aerospace with McKinsey & Company from 2016 to 2020. Holds a master’s degree in Computer Science from the Naval Postgraduate School and has expertise in cyber defense, congressional and regulatory affairs, strategic planning, artificial intelligence and personnel and operations management.


LLOYD E. JOHNSON
Age: 71 Director Since: 2022 Independent Board Committees: •Compensation & Human Resources •Nominating & Corporate Governance Other public company boards: •Haemonetics Corporation •Apogee Enterprises •Beazer Homes USA			Background: Former Global Managing Director, Finance and Internal Audit at Accenture Corporation from 2004 to 2015. Prior to that, Mr. Johnson served as Executive Director, M&A and General Auditor for Delphi Automotive PLC from 1999 to 2004 and held senior financial leadership positions at Emerson Electric Corporation, Sara Lee Corporation and Shaw Food Services. Mr. Johnson is a Certified Public Accountant and holds the National Association of Corporate Directors Directorship Certification designation. Mr. Johnson also serves as Chair of the AARP Board of Directors and as a trustee and vice-chair on the Business Partnership Foundation at the Darla Moore School of Business at the University of South Carolina.
			Key Qualifications and Skills: Board financial expert with experience in accounting, finance, and audit. Experience on numerous company boards, with expertise in corporate governance, ethics, and risk management, as well as experience in ESG, cybersecurity, mergers and acquisitions, manufacturing, and distribution.


JOHN E. POTTER
Age: 70 Director Since: 2014 Independent Board Committees: •Compensation & Human Resources (Chair) •Nominating & Corporate Governance Other public company boards: None			Background: President and CEO of the Metropolitan Washington Airports Authority, an independent airport authority, since July 2011. He served as the United States Postmaster General and Chief Executive Officer of the United States Postal Service from 2001 to 2010.
			Key Qualifications and Skills: Extensive management experience, leadership ability and record of accomplishment having served as United States Postmaster General for 10 years and held various management positions within the United States Postal Service prior to such appointment. More than 14 years of experience as President and Chief Executive Officer of the Metropolitan Washington Airports Authority, managing large, complex, and multifaceted transportation infrastructure projects. Provides insight into manufacturing, supply and distribution practices of large supply chain management organizations.


BONNIE K. WACHTEL
Age: 70 Director Since: 1991 Independent Board Committees: •Audit •Nominating & Corporate Governance Other public company boards: None			Background: Principal and Director, Wachtel & Co., Inc., a brokerage firm, since September 1984, with career experience including investment banking, investment advisory and oversight of internal controls. Ms. Wachtel previously served on the board of six Nasdaq listed companies, including WaveDancer, Inc. (now known as Firefly Neuroscience, Inc.), a provider of IT services and software, and The ExOne Company, a 3D printing solutions provider. Prior experience includes ten years served on the hearing panel for Nasdaq Listing Qualifications from 2006 to 2016. Ms. Wachtel is a Chartered Financial Analyst and member of the District of Columbia Bar.
			Key Qualifications and Skills: Experience as Supervisory Control Principal and Director of Wachtel & Co., Inc., which provides management experience in financial systems, people, and processes. Service with the Listing Qualifications Panel of Nasdaq and holding of Chartered Financial Analyst certification provides expertise in the functioning of capital markets and insight into the enhancement of stockholder value.

The Board unanimously recommends that Stockholders vote “FOR” the election of each of the eight persons nominated to serve as a Director of VSE for the ensuing year.

Board, Committees and Corporate Governance

Pursuant to the Company’s Corporate Governance Guidelines, at least a majority of the members of the Board must meet the independence requirements under the listing standards of the Nasdaq Stock Market (“Nasdaq”). In addition to the independence requirements under applicable law and the Nasdaq listing standards, a director will be considered independent only if the Board, based on any facts and circumstances the Board deems appropriate, finds that the director has no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). In its independence review, the Board also considers transactions, relationships, and arrangements between each director or director nominee, and their respective immediate family members and the Company and management. The Nominating and Corporate Governance

Committee is responsible for conducting an annual evaluation of whether each director qualifies as independent under applicable standards and for presenting its recommendation to the Board. Based on this recommendation and any other facts and circumstances the Board deems appropriate, the Board will, in its discretion, affirmatively determine and identify which directors qualify as independent annually.

The Board has affirmatively determined that each of the current directors and director nominees (Messrs. Dolanski, Eberhart, Ferguson, Johnson, and Potter and Mses. Britt and Wachtel), other than Mr. Cuomo, are independent. Mr. Cuomo is employed by the Company and therefore does not meet the independence standards set forth in the Nasdaq listing standards. The independent directors who served during 2025 regularly had the opportunity to meet without any management members present.

During 2025, there were four regular and five special Board meetings. Each of the directors attended at least 75% of the total number of Board meetings (in person or by telephone) and 100% of the meetings of Board committees on which he or she served in 2025. The Company does not have a specific policy regarding attendance at the annual stockholders meeting. All directors, however, are encouraged to attend if available, and the Company tries to ensure that at least one independent director attends the annual stockholders meeting and is available to answer stockholder questions. Seven of the eight directors serving at the time of VSE's 2025 Annual Meeting of Stockholders attended such meeting.

Board Committees and Membership

The Board has an Audit Committee, a Nominating and Corporate Governance Committee, and a Compensation Committee. The current charters for each of the Board committees are available on the Company's website, www.vsecorp.com.

The Board committee members, as of the date of this 2026 Proxy Statement, are identified in the following table.

Director

Audit

Committee

Compensation

Committee

Nominating and Corporate Governance
Committee

Anita D. Britt

Chair

✓

Edward P. Dolanski

✓

Ralph E. Eberhart (1)

Mark E. Ferguson III

✓

Chair

Lloyd E. Johnson

✓

John E. Potter

Chair

✓

Bonnie K. Wachtel

✓

(1) General Eberhart is an ex-officio member of each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.

Audit Committee

The primary purpose of the Audit Committee is to oversee the Company's accounting and financial reporting processes and the audits of the Company's financial statements. The Audit Committee is directly responsible for, among other things, the appointment, compensation, retention, and oversight of the Company's independent registered public accounting firm. The Audit Committee also provides oversight of the Company's enterprise risk management framework, including review of the Company's guidelines and policies with respect to risk assessment and risk management, specifically the Company's risk exposures in the areas of independent audit, financial reporting, internal controls, disclosure controls and internal audit, and evaluates the action management has taken to identify, monitor and control such exposures.

The Board and Audit Committee have oversight responsibility for cybersecurity risks and incidents, including compliance with disclosure requirements, collaborating with law enforcement in connection with any incidents, and assessing related effects on financial and other risks. Findings and recommendations are reported, as deemed appropriate, to the full Board. Senior management, including the Company's Chief Information Security Officer (CISO),

engages in regular discussions with the Audit Committee regarding cybersecurity risks, trends, and any potentially material incidents that may arise. Furthermore, the Board receives briefings on cybersecurity matters from the CISO on VSE's cybersecurity and information security policies and practices.

The Board has determined that each of Ms. Britt, Mr. Dolanski, Mr. Ferguson, and Ms. Wachtel has the ability, experience, and skills to read and understand fundamental financial statements, including the Company's consolidated balance sheets and consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows, and is independent in accordance with SEC rules and Nasdaq listing standards. The Board has also determined that the Audit Committee's Chair, Ms. Britt, is an “audit committee financial expert” as defined in SEC Regulation S-K Item 407(d)(5).

All of the Audit Committee members during 2025 were independent in accordance with applicable rules of the SEC and Nasdaq. The Audit Committee met three times during 2025. As of the Annual Meeting, the Audit Committee will be comprised of Ms. Britt (Chair), Mr. Dolanski, Mr. Ferguson and Ms. Wachtel.

Compensation and Human Resources Committee

The primary purpose of the Compensation Committee is to oversee the Company's compensation structure, to review and provide guidance to the Board regarding the compensation of VSE’s directors and executive officers, to review and provide guidance regarding employment agreements, to administer equity and other compensation plans, to administer the Company's clawback policy, to manage succession planning for the executive team, and to perform such other duties and responsibilities as are consistent with the committee’s charter. The Compensation Committee oversees the Company's risk management guidelines with respect to VSE's risk exposures related to compensation of directors and executive officers and the administration of VSE's incentive compensation and employee benefit plans, and evaluates the actions management has taken to identify, monitor and control such exposures.

The Compensation Committee has the authority to retain outside counsel, compensation and benefits consultants, or other experts, as it deems appropriate. The Compensation Committee may form and delegate authority to subcommittees, or to one or more designated members of the Compensation Committee. Additional information on the role and responsibilities of the Compensation Committee, as well as the role of compensation consultants and executive officers in determining or recommending the amount or form of executive compensation, is provided below in the “Compensation Discussion and Analysis” section.

All of the Compensation Committee members during 2025 were independent in accordance with applicable rules of the SEC and Nasdaq. The Compensation Committee met six times during 2025. As of the Annual Meeting, the Compensation Committee will be comprised of Mr. Potter (Chair), Ms. Britt, Mr. Dolanski, and Mr. Johnson.

Nominating and Corporate Governance Committee

The primary purpose of the Nominating and Corporate Governance Committee is to make recommendations to the Board with respect to nominees to be proposed for election as directors and to review corporate policies regarding, among other things, business conduct, securities trading, indemnification of VSE directors and officers, and conflicts of interest involving VSE directors, officers and employees. The Nominating and Corporate Governance Committee oversees the Company's risk management guidelines with respect to VSE's risk exposures in the areas of corporate governance, compliance and ethics, as well as succession planning, and the actions management has taken to identify, monitor and control such exposures. In addition, the Nominating and Corporate Governance Committee oversees the annual review and evaluation of the Board's performance and the performance of the Board's committees.

All of the Nominating and Corporate Governance Committee members are independent in accordance with applicable rules of the SEC and Nasdaq. The Nominating and Corporate Governance Committee met three times during 2025. As of the Annual Meeting, the Nominating and Corporate Governance Committee will be comprised of Mr. Ferguson (Chair), Mr. Johnson, Mr. Potter and Ms. Wachtel.

Oversight of Risk Management

The Board has overall responsibility for oversight of the Company's risk management plans, policies and practices. Each Board committee has been assigned oversight of certain risks associated with its respective activities as discussed in this 2026 Proxy Statement, and each committee’s charter reflects these risk oversight responsibilities.

The Board has approved a risk management policy that delineates the risk oversight responsibilities of management, the Board and its committees. The Company has also adopted an enterprise risk management framework that continuously monitors and evaluates the Company's business and operational risks and is a key driver of VSE's overall risk mitigation efforts. The Company's Audit Committee reviews and oversees the Company's enterprise risk management process.

Director Identification and Evaluation

The Board has delegated to the Nominating and Corporate Governance Committee the responsibility for recommending nominees for membership on the Board consistent with the criteria established by the Board. Under these criteria, candidates should have the highest professional and personal ethics and values, consistent with longstanding values and standards of the Company. As a group, the Board should have a mix backgrounds and experiences. Factors relevant to the selection of Board nominees may include nature and length of business experience, including experience in business areas related to our business and potential growth areas, in addition to other factors that promote alignment of the Board with the interests of stockholders. Board members should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to responsibly perform all director duties. Each director must represent the interests of all stockholders.

The Nominating and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. This committee periodically assesses the appropriate size of the Board, and whether any Board vacancies are expected due to retirement or otherwise. If vacancies are anticipated or otherwise arise, the Nominating and Corporate Governance Committee will consider various potential candidates for director. Candidates for nomination to the Board may be suggested by current directors, management, stockholders, or a third-party search firm engaged to assist with director recruitment. When engaging a third-party search firm, the Nominating and Corporate Governance Committee provides the firm with guidance as to the skills, experience, and qualifications it is seeking on the Board, and the search firm identifies potential candidates for the Nominating and Corporate Governance Committee’s consideration.

In evaluating such nominations, the Nominating and Corporate Governance Committee seeks to achieve a balance of knowledge, experience and capability on the Board and to address the directorship criteria discussed above. In evaluating candidates, the Nominating and Corporate Governance Committee will make a preliminary review of a prospective candidate’s background, career experience, and qualifications based on available information. If the Nominating and Corporate Governance Committee determines that a particular candidate likely would contribute positively to the Board’s mix of skills and experiences, the Nominating and Corporate Governance Committee will conduct interviews with the candidate and may invite other directors or members of management to interview the candidate to assess the candidate’s overall qualifications. The Nominating and Corporate Governance Committee will consider the candidate in the context of the Board’s then-current composition and the needs of the Board and its committees and make a recommendation to the Board as to whether the candidate should be nominated for election. This procedure is the same for all candidates, including director candidates identified by stockholders.

Consideration of Candidates Recommended by Stockholders

Stockholders may recommend persons to be nominated for election as directors of VSE at the annual meeting of stockholders and the Nominating and Corporate Governance Committee will consider director candidate recommended by stockholders on the same basis and in the same manner as it considers all director candidates. To be considered, such recommendations must be submitted in accordance with VSE’s By-Laws. Please refer to “Stockholder Proposals” in this 2026 Proxy Statement.

Leadership Structure of the Board

The positions of Chair of the Board and VSE’s CEO are currently separated at VSE. The Board believes that this separation of positions serves the Company’s current needs and maintains independent oversight of management. The Board will review this policy and practice again in 2027.

Communications with the Board

Stockholders and other interested parties may send communications to the Board, any individual director or the independent directors as a group by submitting an email to board@vsecorp.com. Communications to the Board can also be submitted by mail to: VSE Corporation Board of Directors, c/o Corporate Secretary, 3361 Enterprise Way, Miramar, Florida 33025. Communications addressed to the Board or to a Board member are distributed to the Board or to any individual director or directors, as appropriate, depending upon the facts and circumstances outlined in the communication. The Corporate Secretary’s Office will submit to the Board or to any individual director or directors all communications received, excluding only those items that are not related to Board duties and responsibilities.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics that applies to all of VSE’s directors, officers, including VSE’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and employees. The Code of Business Conduct and Ethics is posted on VSE’s website at www.vsecorp.com. VSE intends to satisfy the disclosure requirements regarding any waiver or amendment of the Code of Business Conduct and Ethics with respect to VSE’s principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions, by posting such required information on VSE’s website.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines, which together with the Restated Certificate of Incorporation, bylaws, committee charters and other key governance practices and policies, provide the framework for the Company’s corporate governance. The Board recognizes that ensuring that the Company observes good corporate governance practices is an ongoing endeavor. As a result, the Company's Corporate Governance Guidelines and governance practices and policies are subject to annual review by the Board to determine if they continue to promote the best interests of the Company and its stockholders and comply with all applicable laws, regulations and Nasdaq requirements.

Insider Trading Policy

VSE has adopted an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to the Company’s directors, officers, employees, and other covered persons. VSE also follows procedures for the repurchase of its securities. The Company believes that its insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to VSE.

Availability of Corporate Governance Materials

The Corporate Governance Guidelines, by-laws and committee charters are posted on VSE’s website at www.vsecorp.com.

Compensation Committee Interlocks and Insider Participation

During 2025, the Compensation Committee consisted of four non-employee directors (Mr. Potter, Mr. Johnson, Ms. Britt and Mr. Dolanski). No committee member was at any time during 2025 or at any other time an officer or employee of VSE. No executive officer of VSE serves or has served as a member of the compensation committee (or other committee performing similar functions) of another entity that had an executive officer who served on VSE’s Compensation Committee during 2025. No executive officer of VSE served on the board of directors or compensation committee (or other committee performing similar functions) of any entity that had one or more executive officers serving as members of the Board or Compensation Committee during 2025.

Certain Relationships and Related Party Transactions

The Company is not aware of any transaction since the beginning of 2025, or any currently proposed transaction, in which the Company was, is, or will be a participant and the amount involved exceeds $120,000, and in which any of the Company’s directors, director nominees, executive officers, greater than five percent shareholders, or certain family

members of any of the foregoing persons or business entities with which such persons are affiliated had, have or will have a direct or indirect material interest.

The Company’s written Code of Business Conduct and Ethics generally addresses the topic of conflicts of interest and requires all executive officers and directors to (i) complete an annual questionnaire disclosing any conflicts of interest and (ii) disclose any potential or actual related party transactions as required by SEC Regulation S-K Item 404. Any potential conflict of interest involving an executive officer or director will be reviewed and, if necessary, approved or ratified by the Audit Committee, pursuant to its charter. When reviewing proposed related party transactions, the Audit Committee will consider all of the relevant factors, including, but not limited to (if and to the extent applicable): the impact on director independence; the availability of other sources for comparable products or services; the terms of the transaction; required disclosures; the dollar value of the transaction; the relative benefits to be obtained and obligations to be incurred by the Company; whether the terms of the transaction are comparable to those available to third parties; and whether the related party transaction is, overall, not inconsistent with the interests of the Company. The Audit Committee will not approve a related party transaction if it determines it to be inconsistent with the interests of the Company and its stockholders.

2025 Director Compensation

Compensation of Non-Employee Directors for 2025

For 2025, the Company paid each non-employee director an annual cash retainer of $90,000 (increased from 2024 fee of $80,000). The Chair of the Board was paid an additional annual fee of $100,000 for his service as Chair. The Chairs of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee were each paid an additional annual fee of $20,000, $15,000 and $15,000, respectively, for their service as Chairs of the committees (the Nominating and Corporate Governance Committee Chair fee increased from 2024 fee of $12,500). Cash retainer fees are paid quarterly in arrears. Non-employee directors do not receive fees for attending Board or committee meetings.

Each non-employee director was also eligible for an annual equity grant with a targeted value of $135,000 (increased from 2024 value of $110,000). As a result, each non-employee director was granted 1,454 shares of Stock on January 2, 2025 pursuant to the VSE Corporation 2006 Restricted Stock Plan (the "2006 Plan"). The closing price of VSE's Stock was $92.91 per share on January 2, 2025.

No compensation is paid to any non-employee director for personal services rendered to VSE pursuant to a consulting or similar agreement between the director and VSE, or any of VSE’s subsidiaries, unless authorized as a special assignment by the Board. No such authorization was requested for or on behalf of any director in 2025. The foregoing procedures do not restrict reimbursement for expenses incurred by a director for attending meetings of the Board or Board committees.

The following table provides information related to the compensation of each of the Company’s non-employee directors for fiscal year 2025.


Name	Fees earned or paid in cash ($) (1)	Stock awards ($) (2)	Total ($)
Ralph E. Eberhart	190,000	135,091	325,091
Mark E. Ferguson III	105,000	135,091	240,091
John E. Potter	105,000	135,091	240,091
Bonnie K. Wachtel	90,000	135,091	225,091
Edward P. Dolanski	90,000	135,091	225,091
Anita D. Britt	110,000	135,091	245,091
Lloyd E. Johnson	90,000	135,091	225,091

Notes to Director Compensation Table

1.General Eberhart elected to have $10,000 of his cash compensation for services as a VSE director in each quarter of 2025 be paid in Stock. As a result, General Eberhart received 87 shares of Stock in lieu of cash on March 17, 2025, 75 shares of Stock in lieu of cash on June 16, 2025, 61 shares of Stock in lieu of cash on September 15, 2025, and 60 shares of Stock in lieu of cash on December 15, 2025. In accordance with SEC rules, the total dollar amount forfeited in exchange for shares ($40,000) is reflected in this column but the amount recognized by the Company for financial statement reporting purposes, in accordance with Accounting Standards Codification 718, Compensation - Stock Compensation ("ASC 718"), is based on the closing price of VSE's Stock on March 17, 2025 ($115.88 per share), June 16, 2025 ($134.02 per share), September 15, 2025 ($165.48 per share), and December 15, 2025 ($169.38 per share), as applicable.

Mr. Ferguson elected to have $5,250 of his cash compensation for services as a VSE director in each quarter of 2025 be paid in Stock. As a result, Mr. Ferguson received 46 shares of Stock in lieu of cash on March 17, 2025, 40 shares of Stock in lieu of cash on June 16, 2025, 32 shares of Stock in lieu of cash on September 15, 2025, and 31 shares of Stock in lieu of cash on December 15, 2025. In accordance with SEC rules, the total dollar amount forfeited in exchange for shares ($21,000) is reflected in this column but the amount recognized by the Company for financial statement reporting purposes, in accordance with ASC 718, is based on the closing price of VSE's Stock on March 17, 2025 ($115.88 per share), June 16, 2025 ($134.02 per share), September 15, 2025 ($165.48 per share), and December 15, 2025 ($169.38 per share), as applicable.

Mr. Dolanski elected to have $5,625 of his cash compensation for services as a VSE director in each quarter of 2025 be paid in Stock. As a result, Mr. Dolanski received 49 shares of Stock in lieu of cash on March 17, 2025, 42 shares of Stock in lieu of cash on June 16, 2025, 34 shares of Stock in lieu of cash on September 15, 2025, and 34 shares of Stock in lieu of cash on December 15, 2025. In accordance with SEC rules, the total dollar amount forfeited in exchange for shares ($22,500) is reflected in this column but the amount recognized by the Company for financial statement reporting purposes, in accordance with ASC 718, is based on the closing price of VSE's Stock on March 17, 2025 ($115.88 per share), June 16, 2025 ($134.02 per share), September 15, 2025 ($165.48 per share), and December 15, 2025 ($169.38 per share), as applicable.

2. Pursuant to the 2006 Plan, each non-employee director was granted an award of 1,454 shares of Stock on January 2, 2025. The grant date fair value for purposes of ASC 718 (Compensation-Stock Compensation) is based on the closing price of VSE's Stock on January 2, 2025 ($92.91 per share). None of the non-employee directors held option awards or unvested Stock awards as of December 31, 2025.

Director Stock Ownership Guidelines

To help ensure alignment of the interests of VSE's non-employee directors with those of VSE's stockholders, the Company's non-employee directors are required to comply with the Company’s Stock Ownership Guidelines. Each current non-employee director is required to maintain ownership of Stock with a market value equal to five times the director’s annual cash retainer. New non-employee directors will be expected to retain their Stock grants to achieve over time the required thresholds referenced above, but they will not be required to purchase Stock on the open market to achieve such thresholds. All of the Company's non-employee directors are currently in compliance with the stock ownership guidelines.

ENVIRONMENTAL, SOCIAL & GOVERNANCE PRIORITIES

VSE believes that building long-term value for its customers, employees and shareholders includes a focus on the long-term sustainability of the Company's business, good corporate citizenship, and a commitment to its employees and its communities. VSE seeks to conduct its business in a manner that highly values responsible environmental, social and governance practices.

Environmental, Social and Governance Board Oversight

The Board and its committees oversee the development and execution of the Company's Environmental, Social and Governance (ESG) strategy, including oversight of the Company's policies, programs and initiatives related to environmental sustainability, health and safety, inclusion and equality, and charitable giving.

The Company continues to implement the ESG governance framework approved by the Board. Under this framework, the Nominating and Governance Committee leads the coordination of the Board’s ESG oversight activities. In that role, the Nominating and Governance Committee provides oversight of VSE’s ESG strategy and communications, as well as continued oversight of VSE's existing corporate governance policies and practices. In addition, the Nominating

and Governance Committee has the responsibility to assess whether the relevant ESG risks, opportunities and disclosure obligations are regularly reviewed and considered by the other Board committees.

Each of the Audit Committee and the Compensation Committee support the Nominating and Governance Committee in its oversight role by taking the relevant risks, opportunities and disclosure obligations into account as part of the existing mandates under their respective charters. For example:

•The Compensation Committee maintains oversight with respect to the Company’s human capital policies and strategies, including inclusion, pay equity and talent management.

•The Audit Committee maintains oversight with respect to the Company’s enterprise risk management framework, cybersecurity policies and practices, ethics policies and financial transparency.

ESG Areas of Focus

For 2025, the Company's Environmental, Social, and Governance Report is available on the Company's website.

VSE's ESG areas of focus include efforts to:


			Implement sustainable practices across VSE's operations, such as reducing waste and conserving energy at its facilities.
			Reduce environmental impacts by reusing materials, including working with vendors to restore parts to their original state & functionality and redeploy those parts into the market.
			Begin establishing environmental data baselines by collecting information to track and monitor greenhouse gas emissions, waste generation, and water usage across VSE’s operations.
			Attract, develop, and retain talented employees with VSE's Total Rewards strategy that focuses on five key areas: compensation, benefits, recognition, well-being and learning and development.
			Recruit talent from various backgrounds and experiences, empower VSE's employees, and foster an inclusive culture.
			Provide a safe and healthy working environment through regular training, continuous monitoring of key safety metrics, and proactive risk assessments.
			Support VSE's employees across all business segments to participate in a wide array of charitable initiatives and community engagements.
			Nominate a Board with a majority of independent directors, hold executive sessions of independent directors and constitute board committees that only include independent members.
			Manage cybersecurity and data protection risks through Board and Audit Committee oversight.
			Adhere to VSE's Third-Party Anti-Corruption Due Diligence Procedures to conduct business with reputable and qualified third parties and expect them to adhere to VSE's Supplier Code of Conduct.
			Maintain VSE's Code of Business Conduct and Ethics, Global Anti-Corruption Policy, and other policies to help educate, enforce and support compliance and ethical behavior.

PROPOSAL 2

RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS VSE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2026

What am I voting on? Stockholders are being asked to ratify, based on the recommendation of the Company's Audit Committee, the Board's appointment of Grant Thornton LLP as VSE's independent registered public accounting firm for the year ending December 31, 2026.

Voting Recommendation: FOR the ratification of the appointment of Grant Thornton LLP as VSE's independent registered public accounting firm for the year ending December 31, 2026.

Vote Required: The affirmative vote of a majority of the Stock having voting power present in person or represented by proxy at the Annual Meeting.

Broker Discretionary Voting Allowed? This proposal is considered a routine matter on which the broker will have discretionary authority to vote on the proposal should a beneficial holder not provide voting instructions. For that reason, if you are a beneficial holder and you wish to vote "for," "against" or "abstain" from this proposal, you will have to provide your broker with such an instruction. Otherwise, your broker will vote in its discretion.

Abstentions: Same effect as a vote against the proposal.

Based on the recommendation of the Company’s Audit Committee, the Board has appointed the firm of Grant Thornton LLP to serve as VSE’s independent registered public accounting firm for the year ending December 31, 2026 and recommends to stockholders that they vote FOR ratification of that appointment. If such approval is not received, the Board will reconsider the appointment.

Representatives of Grant Thornton LLP will be virtually present at the Annual Meeting and will have the opportunity to make a statement, if they desire to do so, and to respond to appropriate questions.

In 2024 and 2025, Grant Thornton’s services included an audit of VSE’s consolidated financial statements and reviews of the consolidated interim financial statements included in VSE’s Forms 10-Q filed with the SEC for each of the quarters ended March 31, June 30, and September 30, 2025 and 2024. Grant Thornton LLP’s services also included an audit of the effectiveness of VSE’s internal controls over financial reporting as of December 31, 2025, and December 31, 2024.

Audit Fees

Grant Thornton’s fees for professional services rendered for the years ended December 31, 2025, and December 31, 2024, were as follows:

Audit Fees Table


	2025		2024
Audit Fees (1)	$	1,537,230	$	1,579,551
Audit -Related Fees (2)	—		7,950
Tax Fees (3)	23,900		54,467
All Other Fees	—		—
Total Fees	$	1,561,130	$	1,641,968

Notes to Audit Fees Table

1.Audit fees for 2025 and 2024 include fees and expenses related to the annual audits, interim reviews, and accounting consultations, notwithstanding when the fees and expenses were billed.

2.Audit-related fees for 2024 include fees and expenses for due diligence services related to equity raises.

3.Tax fees for 2025 and 2024 include fees and expenses for tax advisory services associated with Singapore transfer pricing analysis, international tax consulting services, OneSource tax provision and reporting advisory services, Work Opportunity Tax Credit certification assistance and other miscellaneous services.

Policy on Audit Committee Approval of Audit and non-Audit Services

The Audit Committee approves in advance all audit and non-audit services provided by the Company's independent registered public accounting firm prior to its engagement with respect to such services. The Audit Committee has delegated to its chair the authority to pre-approve additional audit-related and non-audit services not prohibited by law to be performed by VSE’s independent auditors and associated fees up to a maximum for any one non-audit service equal to the lesser of $30,000 or 25% of the audit fees for VSE’s most recent completed fiscal year, provided that the Audit Committee’s chair shall report any decisions to pre-approve such audit-related or non-audit services and fees to the full committee at its next regular meeting. The Audit Committee approved in advance all of the audit and non-audit services provided by the Company's independent registered public accounting firm in 2025 and 2024.

The Board unanimously recommends that Stockholders vote "FOR" the ratification of the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.

AUDIT COMMITTEE REPORT

The Audit Committee consisted of four non-employee directors (Ms. Britt, Mr. Dolanski, Mr. Ferguson and Ms. Wachtel) in 2025. Each of the members of the Audit Committee is considered an “independent” director for the purposes of the applicable rules of the SEC and Nasdaq, including Rule 10A-3 of the Exchange Act. The Audit Committee’s responsibilities are set forth in its charter, a copy of which is available on VSE’s website, www.vsecorp.com.

The Audit Committee has implemented the requirements of the Sarbanes-Oxley Act of 2002 and the applicable rules of Nasdaq with respect to the responsibilities of audit committees of public companies. Among other matters, the Audit Committee reviews procedures on internal control over financial reporting with management and with Grant Thornton LLP, the Company’s independent registered public accounting firm for 2025. The Audit Committee also discussed with Grant Thornton LLP the Company’s internal controls and the overall scope and specific plans for their audit.

The Audit Committee has reviewed and discussed with management VSE’s audited consolidated financial statements as of and for the year ended December 31, 2025, and the results of management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 and Grant Thornton LLP’s audit of internal control over financial reporting. The Audit Committee has discussed with Grant Thornton LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

The Audit Committee has received and reviewed the written disclosures and the letter from Grant Thornton LLP required by the applicable requirements of the PCAOB, regarding Grant Thornton LLP’s communications with the Audit Committee concerning independence and has discussed with Grant Thornton LLP its independence and considered whether the provision of non-audit services by the auditors is compatible with maintaining their independence.

Based on the foregoing reviews and discussions, the Audit Committee recommended to the Board that the above referenced consolidated financial statements and management’s assessment of the effectiveness of the Company’s internal control over financial reporting be included in VSE’s Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the SEC.


Audit Committee:			Anita D. Britt, Chair
			Edward P. Dolanski
			Mark E. Ferguson
			Bonnie K. Wachtel

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) describes the objectives and components of the VSE executive compensation program and compensation decisions for VSE's named executive officers (“NEOs”) for 2025. VSE's NEOs for 2025 were:


Name						Title
John A. Cuomo						Chief Executive Officer and President
Adam R. Cohn						Chief Financial Officer
Benjamin Thomas						Chief Operating Officer

Executive Compensation Program Overview

Executive Compensation Philosophy and Objectives

The primary goal of VSE’s compensation program is to closely align the interests of executive officers and other key employees with those of stockholders as the executive team focuses on revenue growth, profit expansion, stronger free-cash flow conversion, and enhanced total stockholder returns.

In 2025, the Company's executive compensation program used a robust pay-for-performance model balancing both near and long-term financial and business goals to help maximize stockholder value.

The executive compensation program is designed to:

▪Attract, motivate, and retain a highly qualified and experienced executive team in a very competitive market;

▪Incentivize and reward the achievement of both the strategic and financial goals of the Company, with an emphasis on long-term business goals driving higher stockholder returns;

▪Utilize compensation elements that are directly linked to achievement of stockholder value creation, corporate near- and long-term objectives, and individual performance;

▪Maintain flexibility to ensure that awards remain competitive within the Company's peer group; and

▪Promote adherence to strong corporate governance, Company policies and values.

Executive Compensation Governance Practices

The following highlights executive compensation governance practices and compensation program key principles used to promote the Company's overall compensation objectives and to align executive compensation with the interests of stockholders, as well as the practices the Company avoids:


Compensation Program Key Principles:
What the Company Does:
ü			Alignment with Stockholders. Long-term incentive awards vest over a period of several years to reward sustained Company performance over time.
ü			Pay for Performance. Executive compensation program is weighted heavily towards performance-based variable compensation.
ü			Share Ownership Guidelines. NEOs must hold equity of a value equivalent to multiples of their base salaries (5x for CEO and 3x for all other NEOs).
ü			Annual “Say-on-Pay” Vote. Seek an annual non-binding advisory vote from stockholders to approve compensation paid to NEOs as disclosed in the Proxy Statement.
ü			Clawback Policy. Maintain a Nasdaq-compliant compensation clawback policy that provides for the recovery of certain incentive-based compensation of executive officers if an accounting restatement is required due to material noncompliance with any financial reporting requirement under the securities laws.
ü			Double-Trigger Severance. Provide only double-trigger change-in-control cash severance and equity acceleration.
ü			Annual Risk Assessments. The Compensation Committee analyzes business and market risks in setting executive compensation each year.
ü			Peer Group Comparison. The Compensation Committee annually analyzes executive compensation relative to peer companies, with the support of an independent compensation consultant.
ü			Decisions by Independent Compensation Committee. Executive compensation is approved by the Compensation Committee which is comprised solely of independent directors.
ü			Independent Compensation Consultant. The Compensation Committee retains its own independent compensation consultant to advise on compensation matters.


What the Company Does Not Do:
û			No Tax Gross-Ups in Change in Control Agreements. There is no executive employment or other agreement which provides excise tax gross ups in connection with a change in control.
û			No Hedging and Pledging of Company Stock. Company policies prohibit the hedging and pledging of Company Stock by executives and directors.
û			No Excessive Perquisites. No excessive perquisites are provided to NEOs.
û			No Dividends on Unvested Equity. Dividends are not accrued, earned or paid on restricted stock units until units are vested.

Key Elements of 2025 Executive Compensation Program

The VSE NEO compensation program currently has three forms of direct compensation: base salary, annual cash incentive awards, and long-term incentives. Long-term incentives include time and performance equity-based incentive awards and deferred supplemental compensation. Below is an overview of the program’s structure:

Element

Type

Form

Key Characteristics

Purpose

Base Salary

Fixed

Cash

Annual adjustments based on individual performance, market pay levels and internal pay equity.

Attracts, retains and rewards NEOs by providing a competitive fixed amount of compensation for service reflecting skill, responsibility, and experience.

Annual Cash

Incentive

Variable

Cash

Variable cash compensation, based on pre-established financial, strategic, and operational goals and individual performance.

Focuses NEOs on achievement of short-term financial, operational, and strategic goals. Aligns interests of NEOs with stockholders by promoting strong revenue, EBITDA, free cash flow, and achievement of other key strategic corporate objectives.

Long-Term

Incentive

Variable

Restricted

Stock Units

Service-based restricted stock units (“RSUs”) that vest annually over a three-year period.

Helps retain NEOs through multi-year vesting of equity and deferred compensation awards.

Motivates and rewards NEOs for the achievement of long-term corporate performance.

Aligns NEOs’ interests with long-term stockholder interests.

Performance

Restricted

Stock Units

Performance-based restricted stock units (“PRSUs”) that vest based on pre-established financial goals over a three-year performance period.

Deferred Supplemental Compensation

Annual award of up to 15% of base salary with total funding capped based on a pre-established financial goal.

2025 Target Total Compensation Mix

The Compensation Committee strives to achieve an appropriate mix and balance between fixed and variable compensation and cash versus equity-based compensation awards to meet executive compensation program objectives. In determining the mix of compensation among these elements, the Compensation Committee does not assign specific ratios or other relative measures that dictate the total compensation mix to be awarded to the executive team, or the portion that is either at-risk or otherwise subject to performance. As illustrated by the charts below, in 2025, the Compensation Committee continued to structure executive compensation so that a significant portion of the target total compensation of the CEO, the CFO and the COO was “at-risk” or performance-based, with

the actual value realized subject to the achievement of short-term and/or long-term corporate and financial performance goals. This mix is designed to balance short-term operational focus with long-term strategic growth objectives, reinforcing accountability and sustained performance. By aligning a significant portion of the executives’ compensation to performance, the Compensation Committee emphasized incentive-based variable pay, which is consistent with the Company's pay-for-performance philosophy and creates a strong alignment with long-term stockholder value.

The following pie charts illustrate the 2025 target total compensation mix. The CEO pie chart represents Mr. Cuomo's annualized total target compensation mix for 2025, the CFO pie chart represents Mr. Cohn's annualized total target compensation mix for 2025, and COO pie chart represents Mr. Thomas' annualized total target compensation mix for 2025.

The Compensation Committee typically grants equity-based awards, including time-based restricted stock units and performance-based restricted stock units, to executive officers and other employees on an annual grant cycle in March of each year. The Compensation Committee also makes off cycle awards from time to time on an as-needed basis. The Company does not currently grant stock options or stock appreciation rights. The Company does not take material nonpublic information into account when determining the timing and terms of equity compensation awards, and the Company does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

Oversight of Executive Compensation

Role of the Compensation Committee

The Compensation Committee has oversight responsibility in administering and providing guidance over the Company’s executive compensation programs. The following is a summary of the Compensation Committee’s key responsibilities regarding executive compensation:

•To establish and review the overall compensation philosophy of the Company;

•To review and approve the Company’s corporate goals and objectives relevant to the compensation for the CEO and other executive officers, including annual performance objectives;

•To evaluate the performance of the CEO and other executive officers (in consultation with the CEO) in light of those goals and objectives and, based on such evaluation, approve, or recommend to the full Board the approval of, the annual salary, bonus, long-term incentive compensation, and other benefits for the CEO and other executive officers;

•To oversee the administration of the Company’s stock-based compensation plans;

•To oversee the Company's Clawback Policy (as defined below);

•To review and assess stockholders’ say-on-pay and consider results of the most recent say-on-pay vote in evaluating and determining executive compensation; and

•To review and evaluate the Company's executive succession plan.

The Compensation Committee meets throughout the year to review the performance and compensation of the CEO and other NEOs. The Compensation Committee generally uses a consistent approach to determine the compensation of each NEO by using the same suite of compensation components to maintain alignment amongst the executive team. In addition, the Compensation Committee engages with the Compensation Committee's independent compensation consultant to select an appropriate peer group and obtain market data and compensation analysis on the Company's total executive compensation mix relative to the peer group. In making compensation decisions for the executives as a group, the Compensation Committee sets total compensation, including long-term incentives, based on numerous factors, including Company performance, competitive market pay comparison and individual responsibilities, experience and performance.

Role of Management

To satisfy its responsibilities, the Compensation Committee works with management, including the CEO. The management team assists the Compensation Committee by providing information on current market forecasts, corporate and individual performance, as well as management’s perspective on compensation matters and market compensation data provided by the Compensation Committee's independent compensation consultant.

Annually, the CEO provides the Compensation Committee with an evaluation of his own performance that is based mainly upon the Company’s financial performance and achievement of annual operating plan objectives. The Compensation Committee evaluates the CEO on these and other criteria without the presence of the CEO. The total compensation package for the CEO is determined by the Compensation Committee and approved by the Board, based on the Compensation Committee’s complete evaluation, input from the independent compensation consultant, the CEO's performance, the Company's performance, and competitive industry practices.

In addition, the CEO annually evaluates each of the NEOs and makes compensation recommendations for such NEOs to the Compensation Committee. In developing recommendations, the CEO considers each NEO’s performance against Company goals, and, as applicable, business segment or functional department performance goals and the performance of each NEO relative to key business goals for each applicable year, as further described below. The independent compensation consultant reviews and provides comments to the Compensation Committee on the CEO’s recommendations. The Compensation Committee has discretion in approving, disapproving, or modifying any of the CEO’s recommended salary adjustments, annual bonus targets or proposed equity awards to the other NEOs, subject to final Board approval.

Role of the Independent Compensation Consultant

In determining compensation for 2025, the Compensation Committee retained Aon Human Capital Solutions, a division of Aon plc ("Aon"), an independent national compensation consulting firm, as the Compensation Committee's

independent compensation consultant to advise on executive and director compensation matters. Aon assisted the Compensation Committee in developing a competitive total compensation program that is consistent with the VSE executive compensation program philosophy of goal-oriented pay-for-performance and that allows the Company to attract, retain, and motivate talented executives.

Generally, the Company's compensation consultant provides various services to the Compensation Committee, including the review, analysis, and update of the compensation peer group; the annual review and analysis of the NEO compensation against competitive market data based on the companies in the peer group; the design of the long-term equity incentive program; the annual risk assessment for executive compensation; review and analysis of the non-employee director compensation; and insight into emerging compensation trends. Aon has provided these services to the Compensation Committee since May 2024.

The Compensation Committee reviews the compensation consultant's independence on an annual basis. For 2025, the Compensation Committee determined that there were no conflicts of interest as a result of any current or historical engagement with Aon.

Say-on-Pay Vote of Stockholders

As part of the compensation-setting process, the Compensation Committee considers the results of the stockholder advisory vote to approve the NEO compensation from the prior year.

At the Company's 2025 annual meeting of stockholders, approximately 57.2% of the votes cast were voted in favor of the Say-on-Pay proposal. The Compensation Committee considered these results, together with feedback received through the Company's stockholder engagement efforts as described in the next section.

Stockholder Engagement

In 2025, the Company's longstanding practices of regular engagement with stockholders continued, covering a range of topics including Company strategy, business performance, corporate governance, and other relevant matters. Senior management participated in numerous investor meetings, calls, and conferences. These interactions provided investors with opportunities to meet key executives, ask questions, and share perspectives. Relevant feedback from stockholder outreach efforts is communicated to the Board or appropriate Committees for consideration, helping to ensure that input from stockholders informs decisions and strategic direction. The viewpoints of proxy advisory firms representing the interests of various stockholders are also considered, helping to guide the actions of the Board and Compensation Committee in enhancing the executive compensation program.

In addition, in connection with the Company's Say-on-Pay vote, management conducted extensive stockholder outreach to solicit feedback specifically on the Company's executive compensation practices. Management conducted outreach to stockholders representing approximately 65% of the Company’s outstanding shares. Stockholders representing approximately 46% of the Company’s outstanding shares provided feedback, including many of the Company’s largest institutional investors. Stockholder meetings included participation by one or more of the following individuals: Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, VP of Investor Relations and Compensation Committee Chair.

While the Say-on-Pay proposal received majority support, with 57.2% of votes cast in favor, this level of support was meaningfully lower than in prior years (for example, 83.2% support in 2024). In connection with the vote, the Company engaged with stockholders to better understand the decline in support. Stockholders were generally supportive of the Company and of the work done transitioning the business over the last few years. During these discussions, stockholders were asked for feedback and ideas for improvement. A few stockholders suggested concerns with the use of retroactive adjustments to performance metrics in the 2024 compensation program and the level of specificity disclosed with respect to the performance metrics used in the Company’s short- and long-term incentive programs. These themes were generally consistent with the concerns cited by proxy advisory firms in their voting recommendations. In addition, certain stockholders suggested that the Company consider transitioning certain Stock awards from graded vesting to cliff vesting and to incorporate a metric tied to shareholder value creation such as Total Shareholder Return ("TSR") or Return on Invested Capital ("ROIC") alongside adjusted EBITDA in the Company's incentive programs. The Compensation Committee carefully considered this feedback, and its responses are summarized below.

Retroactive Metric Adjustments and Disclosure

In direct response to stockholder feedback, the Compensation Committee did not modify or adjust 2025 performance goals after they had been initially established. Going forward, absent extraordinary circumstances, the Compensation Committee intends to limit any adjustments to those expressly defined or contemplated at the time performance goals are established, reinforcing the integrity and objectivity of the incentive framework.

In this Proxy Statement, the Company provides enhanced transparency by disclosing the specific quantitative performance goals and the corresponding levels of achievement that determined 2025 incentive compensation payouts. The Company expects to maintain this level of disclosure in future proxy statements.

The Board of Directors and the Compensation Committee believe these actions strengthen governance practices, enhance transparency, and further align executive compensation outcomes directly with measurable performance results and stockholder value creation.

Stock Award Vesting Structure

With respect to the vesting structure of Stock awards, certain stockholders suggested that the Company consider transitioning such Stock awards from ratable vesting to cliff vesting. The Compensation Committee carefully considered this feedback and determined that the Company’s current ratable vesting structure continues to support executive retention and leadership continuity. The Compensation Committee also considered the implications of an immediate shift to cliff vesting, including potential disruption to retention dynamics and increased compensation volatility. These transition risks would likely need to be counterbalanced by including a catch-up feature. At this time, the Compensation Committee believes maintaining the current vesting approach is in the best interests of stockholders and will continue to monitor market practices and stockholder feedback.

TSR or ROIC as a Performance Metric

The Committee believes that adjusted EBITDA remains the most appropriate primary metric at this stage of the Company’s transformation, as it is a key measure used by investors and market participants to evaluate the Company and its peer group and reflects operating performance during a period of significant portfolio repositioning and integration activity. At the same time, the Committee recognizes the importance of capital efficiency, disciplined investment, and cash flow and is actively evaluating if and when there is appropriate timing and structure for incorporating a TSR or ROIC-based metric in the future, in addition to the adjusted EBITDA metric. The Compensation Committee expects that, over time, the incentive framework may evolve to include a balanced set of profitability and return-based measures aligned with long-term stockholder value creation.

Compensation Practices Related to Risk Management

The Company's compensation programs are designed to be balanced and strategically focused on long-term value creation. This structure helps ensure that the highest levels of compensation are achievable only through consistent, superior performance over sustained periods. Additionally, certain compensation components are deferred or become realizable only after vesting periods, promoting long-term management and discouraging excessive short-term risk-taking. The targeted compensation mix is purposefully balanced among current cash payments, deferred cash payments, and equity awards.

Stock Ownership Guidelines further mitigate risk by requiring NEOs to maintain meaningful stock ownership, aligning executive interests with stockholders’ objectives for long-term value enhancement.

The Compensation Committee conducts regular reviews of the relationship between the Company's risk management policies and practices and the incentive compensation provided to NEOs. This helps ensure that compensation incentives promote prudent risk-taking while discouraging unnecessary and excessive risks. The Compensation Committee also examines the alignment between risk management policies, corporate strategy, and senior executive compensation.

Management conducts an annual assessment of the Company's overall compensation structure and presents its findings to the Compensation Committee. This evaluation considers factors such as the overall mix of compensation, performance metrics used in incentive programs, vesting periods, and the relationship between compensation programs and business risk. In March 2025, management reported the results of its evaluation to the Compensation Committee. Based on this assessment, the Compensation Committee concluded that the Company’s compensation policies and practices do not create risks reasonably likely to have a material adverse effect on the Company.

Peer Group and Competitive Market Analysis

Each year, the Compensation Committee, in consultation with management and supported by its independent compensation consultant, reviews and approves a peer group to provide relevant market context for executive compensation decisions. The Compensation Committee does not use a formulaic approach to set NEO compensation at a specific level or percentile relative to this peer group. However, peer group compensation data is periodically reviewed to evaluate the competitiveness of executive compensation practices, structures, and levels.

For 2025 compensation decisions, the Compensation Committee utilized a peer group recommended by Aon in mid-2024. Aon's review considered the impact of the Company's Federal and Defense business divestiture, the Company's increased revenue and market capitalization, and the growing contribution of revenue and earnings from the Company's Aviation segment.

2025 Compensation Peer Group Adjustments

Aon recommended the following adjustments to the 2025 Compensation Peer Group:

Removal of:

• Heritage-Crystal Clean, Inc. (acquired and de-listed)

• Kaman Corporation (acquired and de-listed)

Addition of:

• Albany International Corp.

• FTAI Aviation Ltd.

• Woodward, Inc.

These additions were selected for their alignment with industry focus and size criteria. Aon advised that the revised peer group appropriately aligns with the Company’s industry positioning, size, and total shareholder return performance relative to peer companies. Based on the 2025 Compensation Peer Group, the Company’s revenue and market capitalization are positioned at approximately the 37th and 32nd percentiles, respectively, relative to the peer group, reflecting that the Company’s size is generally consistent with the selected peers.

Based on this review, the Compensation Committee approved the recommended adjustments, resulting in the 2025 Compensation Peer Group.

2026 Compensation Peer Group Adjustments

Aon recommended the following adjustments to the 2026 Compensation Peer Group:

Removal of:

•Air Transport Services Group, Inc.

•Barnes Group Inc.

•Dorman Products, Inc.

•H&E Equipment Services, Inc.

•ICF International, Inc.

•Motorcar Parts of America, Inc.

•Standard Motor Products, Inc.

•Stoneridge, Inc.

•Triumph Group, Inc.

These companies were removed either due to pending or completed acquisitions, the divestiture of the Company’s Fleet segment, or due to lower market capitalization and/or total shareholder return performance.

Addition of:

•AeroVironment, Inc.

•Kratos Defense & Security Solutions, Inc.

•Leonardo DRS, Inc.

•Loar Holdings Inc.

•Moog Inc.

•MSC Industrial Direct Co., Inc.

These companies were added to better represent the Company’s increased focus in the aerospace sector and size, as well as strong 1-year or 3-year total shareholder return performance. The Compensation Committee determined that the revised peer group was consistent with the Company’s operational markets.

The following chart includes the Company's 2025 and 2026 Compensation Peer Groups:

Peer Company

2025 Compensation
Peer Group (1)

2026 Compensation
Peer Group (2)

AAR Corp.

AerSale Corporation

Astronics Corporation

Dorman Products, Inc.

Ducommun Incorporated

H&E Equipment Services, Inc.

ICF International, Inc.

Motorcar Parts of America, Inc.

Standard Motor Products, Inc.

Stoneridge, Inc.

Air Transport Services Group, Inc.

Barnes Group Inc.

Hexcel Corporation

Triumph Group, Inc.

Albany International Corp.

FTAI Aviation Ltd.

Woodward, Inc.

AeroVironment, Inc.

Kratos Defense & Security Solutions, Inc.

Leonardo DRS, Inc.

Loar Holdings Inc.

Moog Inc.

MSC Industrial Direct Co., Inc.

(1) For the 2025 Compensation Peer Group, based on Aon's recommendation, the Company removed Heritage-Crystal Clean, Inc. and Kaman Corporation because they were no longer public companies, and added Albany International Corp., FTAI Aviation Ltd. and Woodward, Inc. as new members of the peer group because they met the industry focus (aviation), market and size criteria, and had strong one-year and three-year TSR performance.

(2) For the 2026 Compensation Peer Group, based on Aon's recommendation, the Company removed Air Transport Services Group, Inc., Barnes Group Inc., Dorman Products, Inc., H&E Equipment Services, Inc., ICF International, Inc., Motorcar Parts of America, Inc., Standard Motor Products, Inc., Stoneridge, Inc., and Triumph Group, Inc. because of pending or completed acquisitions, industry focus, or due to market performance. The Company added AeroVironment, Inc., Kratos Defense & Security Solutions, Inc., Leonardo DRS, Inc., Loar Holdings Inc., Moog Inc., and MSC Industrial Direct Co., Inc. to better reflect the Company’s aerospace focus, size, and strong recent shareholder returns.

2025 Components of Executive Compensation

The three key elements of the Company's executive compensation program are base salary, annual cash incentive awards, and long-term incentives. The long-term incentives include time and performance equity-based incentive awards and deferred supplemental compensation. The following sets forth the program design and, where applicable, metrics and 2025 payouts with respect to each component of the 2025 NEO compensation program.

Base Salary

Base salary is the principal “fixed” cash element of executive compensation. The Company's compensation program supports competitive base salaries as a necessary element of overall compensation to attract and retain highly qualified executive officers. The Compensation Committee also believes that it is important that each NEO receives a market-competitive base salary as compared to like executives in the peer group.

In addition, while the compensation for the executive team is weighted towards long-term equity compensation, the need to broadly align salaries with the peer group and other public industry competitors is recognized. The initial base salary of each NEO was established at hire date. The Compensation Committee reviews base salaries on an annual basis and may adjust them from time to time, with a goal of providing competitive, fixed cash compensation to the executive officers. The Compensation Committee generally references base salaries at or slightly above the median for comparable positions in the peer group when making base salary determinations.

For 2025, based on the 2025 Compensation Peer Group data and the recommendation of Aon, the Compensation Committee approved increases to the base salaries of Messrs. Cuomo and Thomas. As discussed above, in July 2024, the Compensation Committee approved an updated compensation peer group to better reflect the Company's transformed business following the divestiture of its Federal and Defense segment. As part of this review, the Compensation Committee considered updated market analyses for executive roles. The Compensation Committee determined that Mr. Cuomo's base salary and total direct compensation were positioned below market levels relative to the revised peer group. Due to the Company's strong performance in 2024, the Compensation Committee approved an 11.1% increase to Mr. Cuomo's base salary.

In connection with Mr. Thomas’ appointment to the expanded role of Chief Operating Officer, the Compensation Committee reviewed competitive compensation data for similarly situated executive roles, including benchmark data from the 2025 Compensation Peer Group and survey data from the Radford McLagan Compensation Database. In its evaluation, the Compensation Committee considered the addition of full profit and loss responsibility across the Aviation segment, oversight of newly acquired business integration activities, and enterprise-wide Information Technology leadership.

Following this review, the Compensation Committee approved a 22.2% increase to Mr. Thomas’ base salary to position his compensation more appropriately relative to the competitive market range for comparable chief operating officer roles. The Compensation Committee determined that such changes in executive base salary would allow the Company to be market competitive, provide for incentives that are intended to attract, retain and motivate the current executive officers and help align executive and shareholder value creation over the medium and long term.

The 2025 base salaries for the NEOs (which were effective as of January 1, 2025), as compared to their year-end 2024 base salaries, are set forth below:


Name	2024 Base Salary Rate	2025 Base Salary Rate	Percentage Increase
John A. Cuomo	$900,000	$1,000,000	11.1%
Adam R. Cohn	$550,000	$550,000	—%
Benjamin Thomas	$450,000	$550,000	22.2%

Annual Incentive Award

NEOs are eligible to earn an annual cash incentive designed to reward and promote the achievement of the Company’s short-term annual business objectives while enhancing stockholder value. The 2025 annual incentive award program (the “AIP”) was based primarily on achieving certain annual financial results established by the Compensation Committee and approved by the Board at the beginning of the year. The Compensation Committee maintains discretion on AIP allocation for all participating NEOs.

The key financial performance metrics for the AIP were: revenue, adjusted EBITDA, and adjusted free cash flow. The Compensation Committee selected revenue, adjusted EBITDA, and adjusted free cash flow because they are key financial and operational metrics that measure the Company performance as aligned with current market conditions, peer group comparison and shareholder value creation. The performance metrics for the AIP also include an individual component for each participating NEO, which was based on key business goals and performance as well as contribution to the management team’s execution of the overall operating and strategic plan for the Company, in each case as subjectively evaluated by the Compensation Committee in its discretion. The participating NEOs' key business goals under the AIP program included the following: (i) progress towards the integration of the Turbine Controls and Kellstrom businesses and related systems, with targeted completion of approximately 75% during 2025; (ii) implementation of the OEM Solutions licensed program, with targeted completion of approximately 90% during 2025; (iii) execution of the sale and separation of the Company’s Fleet segment and restructuring of the organization and operating model following the divestiture, including alignment under a “One VSE” structure; (iv) retention of key employees and development of internal talent to support succession planning and long-term leadership continuity; and (v) organic pipeline development to support the Company’s long-term growth strategy, including progress toward a $2 billion revenue objective.

For purposes of the AIP, adjusted EBITDA represents net income before interest expense, income taxes, amortization of intangible assets and depreciation and other amortization adjusted for discrete items such as acquisition, integration, divestiture and restructuring costs (primarily related to the acquisition of Turbine Weld and Aero 3, and the Fleet divestiture) and stock-based compensation. For purposes of the AIP, adjusted free cash flow means cash provided from operating activities less capital expenditures adjusted for the after-tax impact of items identified as part of the Company’s reported adjusted EBITDA. Each of the metrics is measured on a consolidated basis for the Company. In establishing the goals for each metric, the Compensation Committee considered how achievement of the performance goals could be impacted by events expected to occur in the future, and how likely it would be for the goals to be achieved. The target goals were established at levels that were appropriately challenging to attain, aligned with market and customer conditions, and required considerable effort on the part of each NEO to achieve. Achievement of above-target goals (where applicable) is considered to be a “stretch” target given market conditions.

The weightings utilized for each metric are detailed below.

The AIP for Messrs. Cuomo, Cohn, and Thomas consisted of four weighted elements as illustrated in the table below:

Executive

Revenue

Adjusted EBITDA

Adjusted Free Cash Flow

Individual Business Goals

John A. Cuomo

30%

40%

20%

10%

Adam R. Cohn

Benjamin E. Thomas

For 2025, the Compensation Committee approved changes to the weighting of the annual cash incentive performance metrics to place greater emphasis on profitability while reducing emphasis on revenue, consistent with investor focus areas. Performance against each financial performance metric was assessed relative to threshold target, and maximum performance levels, with payouts prorated on a straight-line basis between levels.

Target 2025 Annual Incentive Award

After reviewing the 2025 Compensation Peer Group data and in consultation with Aon, the Compensation Committee set the target bonus percentages and amounts for each participating NEO for the AIP. To receive a payout under the

AIP, a participating NEO must be an employee during the fiscal year that the bonus payment is earned and at the time when the bonus payment is made.

The participating NEOs’ threshold, target, and maximum opportunities under the AIP awards (expressed as dollar amounts and as percentages of base salary) were as follows:


		Threshold		Target		Maximum
Name	2025 Base Salary	(%) of Base Salary	($)	(%) of Base Salary	($)	(%) of Base Salary	($)
John A. Cuomo	$1,000,000	55%	$550,000	110%	$1,100,000	220%	$2,200,000

SEC Form DEF 14A filed by VSE Corporation