Not independent
Tenure on this board
7.1 yrs
8 nominees · 4 ballot items.
Election of eight directors; Ratification of Grant Thornton LLP as independent auditors for 2026; Advisory vote to approve named executive officer compensation (say-on-pay); Approval to amend the Restated Certificate of Incorporation to authorize issuance of blank-check preferred stock.
Election of eight named director nominees to hold office until the 2027 annual meeting.
Ratify the Audit Committee and Board’s appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for 2026.
Non-binding advisory (“say-on-pay”) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to provide a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management seeks this vote to confirm stockholder support for its pay-for-performance philosophy that emphasizes a mix of annual cash incentives and long-term equity awards tied primarily to adjusted EBITDA, revenue and free cash flow metrics, along with individual performance components. The compensation program also includes significant time-based RSUs and performance-based RSUs (PRSUs) with multi-year vesting and a catch-up feature to reward sustained multi-year performance. The Board and Compensation Committee cite enhanced transparency in the proxy, stock ownership guidelines, a clawback policy, and retention-focused vesting as governance features that align management and stockholder interests. The proposal is advisory and non-binding, but the Board will consider the vote outcome when setting future compensation. The management recommendation is FOR, arguing that the program appropriately balances retention, pay-for-performance, and disclosure improvements made after shareholder feedback (including limiting retroactive adjustments and enhanced metric disclosure). The context includes recent company transformation into a pure-play aviation business, substantial M&A activity, and high incentive payouts in 2025 tied to strong adjusted EBITDA and cash flow results; these operational factors underpin management’s view that the compensation outcomes were warranted. The Board emphasizes continued engagement with stockholders and ongoing evaluation of metrics and vesting structures (including consideration of TSR or ROIC in the future) to further align long-term incentives with shareholder value creation.
Approve an amendment to the Restated Certificate of Incorporation to authorize 10,000,000 shares of preferred stock (blank-check), enabling the Board to issue one or more series with terms determined by the Board.
This management proposal asks shareholders to approve an amendment to VSE’s Restated Certificate of Incorporation to authorize 10,000,000 shares of preferred stock that the Board could issue in one or more series with terms established by the Board. Management seeks shareholder approval to create financing and strategic flexibility—preferred stock can be tailored with dividend, redemption, conversion, and voting features to attract capital, support acquisitions, or structure financing in ways that common equity or debt alone may not permit. The Board emphasizes that it currently has no specific plans to issue preferred stock but believes the authority would allow rapid response to market conditions or transactional opportunities without delay. From a governance perspective, the Company discloses potential disadvantages: preferred stock could dilute common shareholders’ economic or voting rights, confer preferences on preferred holders in liquidation or dividends, or be used defensively to frustrate change-of-control attempts; the filing discloses these anti-takeover risks. The Board states it would exercise the authority consistent with its fiduciary duties and will not, without stockholder approval, use preferred stock for defensive purposes as a policy. The proposal requires a majority of outstanding shares to pass, and if approved the Company intends promptly to file a Certificate of Amendment with Delaware to effect the change. The Board recommends a FOR vote, arguing the added capital structure flexibility is valuable given the Company’s strategic priorities (including acquisitions and capital deployment) while acknowledging the potential dilution and governance trade-offs. Evaluating this proposal requires weighing the operational and financing optionality granted to the Board against the explicit risks of dilution, preference, and possible anti-takeover effects associated with blank-check preferred stock.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.6% | 3,265,144 | $602M |
| 2 | T. Rowe Price Investment Management, Inc. | 9.0% | 2,511,401 | $463M |
| 3 | STATE STREET CORP | 6.7% | 1,875,026 | $346M |
| 4 | Durable Capital Partners LP | 5.0% | 1,404,771 | $259M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 1,178,465 | $217M |
| 6 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.6% | 1,014,650 | $187M |
| 7 | UBS Group AG | 3.4% | 955,025 | $176M |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.4% | 950,897 | $175M |
| 9 | Capital Research Global Investors | 3.3% | 936,375 | $173M |
| 10 | BlackRock, Inc. | 2.9% | 814,694 | $150M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.