V2X, Inc. 8-K

What Happened

• On January 7, 2026, V2X, Inc. announced that its Board of Directors increased from seven to ten members and immediately appointed Nicole B. Theophilus (Class I), Gerard A. Fasano (Class II) and Ross S. Niebergall (Class III) as new directors. The filing was made on January 8, 2026.
• Committee assignments: Theophilus was named to the Compensation and Human Capital Committee, Fasano to the Audit Committee, and Niebergall to the Nominating and Governance Committee (replacing Mr. Widman).
• Backgrounds: Theophilus (age 55) is Executive VP & Chief Administrative Officer of Wabtec with prior senior HR roles; Fasano (age 60) held senior leadership roles at Leidos and Lockheed Martin; Dr. Niebergall (age 62) held senior engineering and leadership roles at L3Harris and Raytheon Technologies.

Key Details

• Board expanded from 7 to 10 directors; appointments effective January 7, 2026.
• Director compensation: annual cash retainer $105,000 and annual RSUs valued at $165,000; each new director will receive prorated cash and RSUs for the remainder of the compensation period, with RSUs vesting in full at the 2026 annual meeting.
• Each new director entered into the company’s standard director indemnification agreement.
• The filing states there are no related person transactions or special arrangements related to these appointments.

Why It Matters

• The additions bring executives with experience in defense/aerospace, technology, human resources and corporate growth to V2X’s board, filling key committee slots (audit, compensation/human capital, nominating/governance).
• For investors, this is a governance change that could strengthen board oversight and expertise relevant to the company’s strategic and operational priorities; the filing contains no related-party concerns and discloses standard director pay and indemnification.