What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-11-22 compared with 2023-12-21 · 66 added, 1413 removed, 69 unchanged (96% of the section changed)

4 unchanged sentences

Management’s Report on Internal Control Over Financial Reporting

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by rules of the SEC for newly formed public companies.

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting.

Management has evaluated the effectiveness of the internal controls over financial reporting, based on the framework and criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and concluded that they were effective as of September 27, 2024.

All internal control systems have inherent limitations;

as such, they may not prevent or detect all misstatements or fraud.

Therefore, even those internal controls systems determined to be effective can provide only reasonable assurance with respect to financial statements preparation and reporting.

Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that the current control structure may become inadequate for changes in conditions or the degree of compliance with the policies may deteriorate.

Attestation Report of the Registered Public Accounting Firm

This annual report does not include an attestation report regarding the effectiveness of our internal controls over financial reporting of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

The effectiveness of such controls has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated in their report included in Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

1 unchanged sentence

Other Information.

During the three months ended September 27, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended), adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).

Disclosure Regarding Foreign Jurisdiction that Prevent Inspections.

1 unchanged sentence

Directors, Executive Officers and Corporate Governance.

Executive Officers

The following table sets forth information regarding the individuals who serve as executive officers of Vestis.

51 President and Chief Executive Officer

53 Executive Vice President and Chief Financial Officer

Timothy Donovan

68 Executive Vice President, Chief Legal Officer and General Counsel

Angela Kervin

49 Executive Vice President and Chief Human Resources Officer

46 Executive Vice President and Chief Technology Officer

56 Executive Vice President and Chief Operating Officer

Set forth below is biographical and background information relating to each executive officer’s business experience and qualifications.

Kim Scott serves as the President and Chief Executive Officer of Vestis.

She joined Aramark in October 2021 to serve as President and Chief Executive Officer of Aramark Uniform Services and to prepare Vestis to be a standalone, independent public company.

Previously, Ms.

Scott served as Chief Operating Officer of Terminix Global Holdings, Inc.

TMX) from January 2021 to September 2021, overseeing operations for both the residential and commercial businesses, after having served as President of Terminix Residential from December 2019 to January 2021.

Prior to Terminix, she served as President of Rubicon Global from July 2018 to September 2019, a role that followed an 11-year career at Brambles Limited, which culminated in Ms.

Scott serving as President, CHEP North America for four years.

Early in her career, Ms.

Scott gained industrial manufacturing experience at the General Electric Company (NYSE:

She serves as a member of the board of directors for Greif, Inc.

Rick Dillon serves as an Executive Vice President and the Chief Financial Officer of Vestis.

Dillon joined Aramark in May 2022 to serve as Chief Financial Officer of Aramark Uniform Services and to prepare Vestis to be a standalone, independent public company.

Prior to joining Aramark, Mr.

Dillon served as Executive Vice President and Chief Financial Officer of Enerpac Tool Group (NYSE:

EPAC) from December 2016 to April 2022.

In addition to his experience at Enerpac, Mr.

Dillon served as Executive Vice President and Chief Financial Officer at Century Aluminum (NASDAQ:

CENX) for approximately three years.

Prior to that, he held progressive leadership roles at publicly traded companies in finance and accounting, including Joy Global, Newell Brands, and Briggs and Stratton, and in public accounting.

He also serves as a member of the board of directors of Adient plc (NYSE:

Timothy Donovan serves as an Executive Vice President, Chief Legal Officer and General Counsel of Vestis.

Donovan joined Aramark Uniform Services as General Counsel and Senior Vice President in January 2022.

Donovan has over 40 years of experience in legal and operational leadership roles, including 20 years as a public company general counsel.

From April 2009 to June 2019, Mr.

Donovan served as General Counsel and in a variety of compliance and risk management roles for Caesars Entertainment Corporation (NASDAQ:

CZR), the world’s largest casino and integrated resorts operator, serving as Executive Vice President, General Counsel, Chief Regulatory & Compliance Officer, and Chief Legal, Risk & Security Officer at the time he retired from Caesars.

Prior to Caesars, Mr.

Donovan was Executive Vice President, General Counsel and Corporate Secretary at Allied Waste Industries, Inc.

AW) and thereafter at Republic Services, Inc.

RSG) following its 2008 merger with Allied Waste.

Donovan earlier served as Executive Vice President and General Counsel at Tenneco Inc.

Donovan served 21 years as an independent director of publicly traded John B.

Sanfilippo & Son, Inc.

JBSS), a leading nut and snack food processor.

Donovan also serves on the Board of Directors of CNE Gaming Holdings, LLC, an owner of a Cherokee Nation integrated resort and casino.

Angela Kervin serves as Executive Vice President and Chief Human Resources Officer of Vestis.

Kervin became the Senior Vice President and Chief Human Resources Officer of Aramark Uniform Services in January 2023.

Kervin held a series of progressive Human Resources (“HR”) positions at Aramark Uniform Services since joining Aramark in 2010, including Vice President, Human Resources and Diversity from August 2021 to January 2023, Vice President, Human Resources from September 2020 to August 2021, and Associate Vice President, Human Resources, from June 2014 to September 2020.

Prior to joining Aramark, Ms.

Kervin also spent more than 15 years leading HR programs across large, distributed workforces in the multi-unit retail sector, including progressive leadership roles at Kohls (NYSE:

KSS), Sports Authority, Party City and Footaction USA.

Grant Shih serves as Executive Vice President and Chief Technology Officer of Vestis.

Shih joined Aramark Uniform Services in January 2023 as Senior Vice President and Chief Technology Officer.

Shih has more than 24 years of technology and value-creation experience in various leadership roles.

Prior to joining Aramark, Mr.

Shih served as Chief Information Officer for National DCP from March 2020 to January 2023, where he managed all technology related areas, as Chief Information Officer of Encompass Digital Media, Inc.

from January 2019 to March 2020, and as Vice President, Technology Services for Carter’s/OshKosh B’gosh from June 2013 to January 2019.

Chris Synek serves as Executive Vice President and Chief Operating Officer of Vestis.

He joined Aramark in September 2023 to serve as Chief Operating Officer of Aramark Uniform Services.

Previously, Mr.

Synek served as Chief Executive Officer of Neovia Logistics from April 2021 to February 2023.

He was the President, Transportation North America for XPO Logistics, Inc.

XPO) from July 2017 to March 2021.

Synek spent the first 16 years of his career developing uniform, laundry and workplace services experience at Cintas Corporation (NASDAQ:

CTAS), eventually moving on to increasing roles of responsibility at Allied Waste Industries and Republic Services (NYSE:

RSG) (2005-2013) and Tervita Corporation (2014-2017).

Board of Directors

Name Age Position

Phillip Holloman 68 Director, Chairman

Doug Pertz 69 Director, Vice Chairman

Richard Burke 59 Director

Tracy Jokinen 54 Director

Lynn McKee 68 Director

Kim Scott 51 Director, President and Chief Executive Officer

Mary Anne Whitney 60 Director

Ena Williams 54 Director

Director Biographies

Kim Scott ’s biography is set forth above under the section titled “Executive Officers.” Ms.

Scott has developed valuable business, management and leadership experience, and is the President and Chief Executive Officer of Vestis.

Scott is able to use her experience and knowledge to contribute key insights into strategic, management and operational matters to our Board of Directors.

Phillip Holloman retired from Cintas as president and chief operating officer in 2018.

Other roles during his 22-year career with Cintas included rental division president and chief operating officer, senior vice president of global supply chain management, executive champion of Six Sigma Initiatives, vice president of distribution/production planning and vice president of engineering and construction.

Holloman is a founding member of Cintas’ diversity committee and received the Excalibur Award, the company’s highest distinction reserved for business executives who demonstrate excellence during their tenure.

He serves as a member of the board of directors for Pulte Group (NYSE:

PHM) and the BlackRock Fixed Income Board and was previously a member of the board of directors for Rockwell Automation (NYSE:

In addition, Mr.

Holloman serves as a member of the board of directors for the Urban League of Greater Southwestern Ohio and on the board of trustees for the University of Cincinnati.

Holloman is well qualified to serve on our Board of Directors because of his extensive industry and senior management experience and deep knowledge of corporate strategy and operations.

Doug Pertz previously served as the executive chairman of the board of The Brink’s Company (NYSE:

BCO), a global leader in total cash management and secure logistics, until his retirement in May 2023.

Pertz also served as the

president, chief executive officer and a member of the board of The Brink’s Company from June 2016 to May 2022.

Prior to Brink’s, he served as president and chief executive officer of Recall Holdings, having led Recall from its initial public offering in 2013 to the strategic sale of the business in 2016.

He previously also served as chief executive officer of several other public companies, including IMC Global (predecessor to Mosaic Co.

MOS)) and Culligan Water Technologies.

Pertz currently serves on the board of directors for Advance Auto Parts (NYSE:

AAP) and Vital Records Control.

Pertz is well qualified to serve on our Board of Directors because of his operational expertise in branch and route-based logistics, business-to-business services, channel and brand marketing and growth through acquisition.

Richard Burke previously served as chairman of the board and chief executive officer of Advanced Disposal Services, Inc.

ADSW), an integrated environmental services company, from 2012 to 2020.

Prior to that role, he served as president and chief executive officer of Veolia Environmental Services North America Corp., a solid waste and hazardous waste management company, from 2009 to 2012, and as president of Veolia ES Solid Waste, from 2007 to 2009.

Burke currently serves on the board of U.S.

Infrastructure Company, an underground utility locating business owned by Partners Group.

Burke is well qualified to serve on our Board of Directors because of his extensive industry and senior management experience and deep knowledge of corporate strategy, operations and finance.

Tracy Jokinen has over 30 years of finance and accounting experience across various global industries, where she focused on accelerating profitable growth and business transformation in her role as chief financial officer for both public and private companies.

Most recently, Ms.

Jokinen was executive vice president and chief financial officer of Vyaire Medical, a medical device company, from March 2020 to January 2022.

She previously held the role of executive vice president and chief financial officer at Acelity, from June 2017 until it was acquired by 3M (NYSE:

MMM) in October 2019.

She also served as chief financial officer of G&K Services, a publicly traded uniform services company, from 2014 until it was acquired by Cintas (NDAQ:

CINTAS) in 2017.

Jokinen currently sits on the board of directors at Alamo Group (NYSE:

ALG), Array Technologies (NDAQ:

ARRY), and Candela Corporation.

Jokinen is well qualified to serve on our Board of Directors because of her experience in the uniform service industry and her financial and board-level experience with publicly traded companies.

Lynn McKee most recently served as executive vice president and chief human resources officer for Aramark from 2004 to 2022, where she led the initial human resources strategy related to the spinoff of AUS as a member of the executive leadership team.

Prior to this role, Ms.

McKee held several key positions for Aramark from 1980 to 2004, including director of employee relations, vice president for corporate human resources, where she was responsible for executive development and compensation, and senior vice president for human resources of Aramark Global Food, Hospitality and Facility Services.

In addition, Ms.

McKee led Aramark’s corporate communications, diversity, equity and inclusion, sustainability, community relations, corporate real estate and air and meeting services.

McKee is currently a member of the board of directors of WSFS Financial Corporation (NASDAQ:

McKee is well qualified to serve on our Board of Directors because of her extensive corporate experience in employment, compensation and benefits matters at the regional, national and international levels.

In addition to her expertise in human resources, Ms.

McKee brings crisis management, corporate governance, executive leadership and public company oversight skills.

Mary Anne Whitney has served as executive vice president and chief financial officer of Waste Connections (NYSE:

WCN) since February 2021 and has more than 25 years of deep financial expertise.

During her 17-year tenure at Waste Connections, Ms.

Whitney has held executive-level finance roles, each with increased responsibilities, including senior vice president and chief financial officer from July 2018 to February 2021, senior vice president of finance, vice president of finance and director of finance.

Previously, Ms.

Whitney held various finance positions at Wheelabrator Technologies.

Whitney is well qualified to serve on our Board of Directors because of her financial experience with publicly traded companies.

Ena Williams has served as chief operating officer of Casey’s General Stores (NASDAQ:

CASY), one of the leading convenience store chains in the United States, since June 2020.

She is responsible for store operations, supply chain, fuel operations, real estate, procurement and construction and maintenance.

Prior to this role, Ms.

Williams served as the chief executive officer and member of the board of directors of National HME, a technology enabled medical equipment provider, from January 2019 to March 2020.

Williams also served as senior vice president and head of international operations for 7-Eleven, where she led the global growth strategy and had profit and loss responsibilities.

Williams also held several positions in operations, retail, finance and planning for Mobil Oil Corporation and ExxonMobil Corporation (NYSE:

Williams currently serves on the board of advisors for the Robert B.

Rowling Center for Business Law and Leadership, at the SMU Dedman School of Law.

She also serves on the board of directors for Children

International and on the Dallas leadership committee for St.

Williams is well qualified to serve on our Board of Directors because of her operational expertise and extensive industry and senior management experience.

Our amended and restated certificate of incorporation provides that, until the third annual stockholder meeting following our separation from Aramark, our Board of Directors will be divided into three classes, designated Class I, Class II and Class III, as nearly equal in number as reasonably possible.

The directors designated as Class I directors have terms expiring at the first annual meeting of stockholders following the separation, and will be up for re-election at that meeting for a two-year term to expire at the third annual meeting of stockholders following the separation.

The directors designated as Class II directors have terms expiring at the second annual meeting of stockholders following the separation and will be up for re-election at that meeting for a one-year term to expire at the third annual meeting of stockholders following the separation.

The directors designated as Class III directors have terms expiring at the third annual meeting of stockholders following the separation.

Commencing with the third annual meeting of stockholders following the separation, directors will be elected annually and for a term of office to expire at the next annual meeting of stockholders, and our Board of Directors will thereafter no longer be divided into classes.

Before our Board of Directors is declassified, it would take at least two annual meeting of stockholders to be held for any individual or group to gain control of our Board of Directors.

Lynn McKee and Doug Pertz are Class I directors, Tracy Jokinen, Mary Anne Whitney and Ena Williams are Class II directors and Richard Burke, Phillip Holloman and Kim Scott are Class III directors.

Director Independence

Providing objective, independent judgment is at the core of our Board of Directors’ oversight function.

Our Corporate Governance Guidelines (the “Corporate Governance Guidelines”) set forth certain criteria to assess the independence of directors of Vestis.

Under the Corporate Governance Guidelines, which conform to the corporate governance listing standards of the NYSE, a director will not be considered “independent” unless our Board of Directors affirmatively determines that the director has no direct or indirect material relationship with Vestis or any of its subsidiaries.

The Corporate Governance Guidelines contain a list of all categories of material relationships affecting the determination of a director’s independence.

Any relationship that falls below a threshold set forth in the Corporate Governance Guidelines, or is not otherwise listed in the Corporate Governance Guidelines, will be deemed to be an immaterial relationship.

Our Board of Directors affirmatively determined that a majority of the directors of Vestis are independent under the Corporate Governance Guidelines.

Committees of the Board of Directors

Our Board of Directors has the following committees, each of which operate under a written charter that is posted to our website:

the Audit Committee, the Compensation and Human Resources Committee and the Nominating, Governance and Corporate Responsibility Committee.

Audit Committee

The Audit Committee was established in accordance with Rule 10A-3 under the Exchange Act and the listing rules of the NYSE.

The responsibilities of the Audit Committee are more fully described in the Audit Committee charter.

These responsibilities include:

• preparing the audit committee report required by the SEC to be included in our proxy statement;

• assisting our Board of Directors in overseeing and monitoring the quality and integrity of our financial statements;

• overseeing our management of enterprise risk and monitoring our compliance with legal and regulatory requirements;

• overseeing the work of our internal auditors and the qualifications, independence and performance of our independent registered public accounting firm.

Tracy Jokinen, Richard Burke, Doug Pertz and Mary Anne Whitney are the members of the Audit Committee.

Jokinen is the Audit Committee Chair.

Our Board of Directors determined that each member of the Audit Committee is financially literate as contemplated by the NYSE rules and that each member of the Audit Committee are “audit committee

financial experts” for purposes of the rules of the SEC.

In addition, our Board of Directors determined that each of the members of the Audit Committee are independent, as defined by the rules of the NYSE, Section 10A(m)(3) of the Exchange Act, and in accordance with the Corporate Governance Guidelines.

Compensation and Human Resources Committee

The Compensation and Human Resources Committee has the responsibilities set forth in the Compensation and Human Resources Committee charter.

These responsibilities include:

• setting our compensation program and compensation of our executive officers and recommending the compensation program for our directors;

• oversee the administration of equity-based compensation plans;

• preparing the compensation committee report required to be included in our proxy statement and annual report under the rules and regulations of the SEC;

• overseeing our culture, human capital management and diversity, equity, and inclusion.

Doug Pertz, Tracy Jokinen and Ena Williams are the members of the Compensation and Human Resources Committee.

Pertz is the Chair of the Compensation and Human Resources Committee.

Our Board of Directors determined that each member of the Compensation and Human Resources Committee is independent, as defined by the rules of the NYSE and in accordance with the Corporate Governance Guidelines.

In addition, the members of the Compensation and Human Resources Committee qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act.

Nominating, Governance and Corporate Responsibility Committee

The Nominating, Governance and Corporate Responsibility Committee has the responsibilities set forth in the Nominating, Governance and Corporate Responsibility Committee charter.

These responsibilities include:

• identifying individuals qualified to become new members of our Board of Directors, consistent with criteria established by the committee;

• making recommendations to the Board of Directors regarding the candidates for all directorships to be filled by the Board of Directors or the stockholders;

• recommending the directors to serve on committees of the Board of Directors and reviewing and recommending changes to the structure and operation of the committees of the Board of Directors;

• reviewing and recommending to our Board of Directors applicable corporate governance guidelines;

• overseeing the evaluation of our Board of Directors;

• overseeing our Environmental, Social and Governance activities;

• handling such other matters that are specifically delegated to the Nominating, Governance and Corporate Responsibility Committee by our Board of Directors from time to time.

Richard Burke, Phillip Holloman and Ena Williams are the members of the Nominating, Governance and Corporate Responsibility Committee.

Burke is the Chair of the Nominating, Governance and Corporate Responsibility Committee.

Our Board of Directors has determined that each member of the Nominating, Governance and Corporate Responsibility Committee is independent, as defined by the rules of the NYSE and in accordance with the Corporate Governance Guidelines.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended September 29, 2023, we were not an independent company and did not have a compensation committee or any other committee serving a similar function.

Decisions as to the compensation of those who currently serve as our executive officers were made by Aramark, as described in “Item 11.

Executive Compensation.”

Corporate Governance

Corporate Governance Guidelines

Our commitment to good corporate governance is embodied in the Corporate Governance Guidelines.

The Corporate Governance Guidelines set forth our Board of Directors’ views and practices regarding a number of governance topics, and the Nominating, Governance and Corporate Responsibility Committee assesses the Corporate Governance Guidelines on an ongoing basis in light of current practices.

The Corporate Governance Guidelines are available on our website at www.vestis.com .

Printed copies of the Corporate Governance Guidelines may be obtained, without charge, by contacting the Corporate Secretary, Vestis Corporation, 500 Colonial Center Parkway, Suite 140, Roswell, Georgia 30076;

(470) 226-3655.

The Vestis website and the information contained therein or connected thereto are not incorporated into this Annual Report, or in any other filings with, or any information furnished or submitted to, the SEC.

Board of Directors Structure and Leadership

Our Board of Directors manages and directs the business and affairs of Vestis, as provided by Delaware law, and conducts its business through meetings of the Vestis Board of Directors and three standing committees:

the Audit Committee, the Compensation and Human Resources Committee and the Nominating, Governance and Corporate Responsibility Committee.

Our Board of Directors’ goal is to achieve the best board leadership structure for effective oversight and management of our affairs.

Our Board of Directors believes there is no single, generally accepted approach to providing effective board leadership, and that each leadership structure must be considered in the context of the individuals involved and the specific circumstances facing a company.

Accordingly, what our Board of Directors believes is the right board leadership structure for us may vary as circumstances warrant.

Our Board of Directors is led by its Chairman, Phillip Holloman, and its Vice Chairman, Doug Pertz.

We expect that stockholders’ interests will be protected by effective and independent oversight of management.

Our Board of Directors has determined that, at this time, having separate directors serve as Chairman and Chief Executive Officer is the best board organization for us.

Additionally, six out of eight directors are independent as defined by the listing standards of the NYSE and the Corporate Governance Guidelines.

Each of our Board of Directors’ three standing committees—the Audit Committee, the Compensation and Human Resources Committee and the Nominating, Governance and Corporate Responsibility Committee—are comprised solely of independent directors.

Board of Directors Assessment

Our Board of Directors is focused on enhancing its performance through a rigorous assessment process of the effectiveness of itself and its committees in order to increase stockholder value.

Our Board of Directors will conduct a self-evaluation of its performance that will solicit input and perspective from all of our directors on various matters, including:

• the effectiveness of the Board of Directors and its operations;

• the Board of Directors’ leadership structure;

• the Board of Directors’ composition, including the directors’ capabilities, experiences and knowledge;

• the quality of Board of Directors’ interactions;

• the effectiveness of the committees of the Board of Directors.

As set forth in its charter, the Nominating, Governance and Corporate Responsibility Committee oversees our Board of Directors and committee evaluation process.

Annually, the Nominating, Governance and Corporate Responsibility Committee will determine the appropriate form of evaluation and consider the design of the process to ensure it is both meaningful and effective.

Our Board of Directors’ evaluation process will include engagement of an external, independent third-party advisor to conduct periodic evaluations.

The results of our Board of Directors’ self-evaluation will be presented by the Chair of the Nominating, Governance and Corporate Responsibility Committee to the full Board of Directors.

As part of the evaluation, our Board of Directors will assess the progress in the areas targeted for improvement in the previous year’s self-evaluation, and development actions to be taken to enhance the Board of Directors’ effectiveness over the next year.

Each committee will conduct an annual self-evaluation of its performance through a similar process.

Director Nomination Process

Stockholder Recommendations for Director Nominees

To recommend a candidate for consideration by the Nominating, Governance and Corporate Responsibility Committee, a stockholder should submit a written statement of the qualifications of the proposed nominee, including full name and address, to:

Vestis Corporation, Nominating, Governance and Corporate Responsibility Committee, c/o Corporate Secretary, 500 Colonial Center Parkway, Suite 140, Roswell, Georgia 30076.

The written submission should comply with all requirements set forth in our amended and restated certificate of incorporation and amended and restated bylaws.

The committee will consider all candidates recommended by stockholders in compliance with the foregoing procedures and who satisfy the minimum qualifications for director nominees and Board of Directors member attributes.

Stockholder Nominations

Our amended and restated certificate of incorporation and amended and restated bylaws provide that any stockholder entitled to vote at an annual meeting of stockholders may nominate one or more director candidates for election at that annual meeting by following certain prescribed procedures.

The stockholder must provide to our Corporate Secretary timely written notice of the stockholder’s intent to make such a nomination or nominations.

In order to be timely, the stockholder must provide such written notice not earlier than the 120th day and not later than the 90th day prior to the first anniversary of the preceding year’s annual meeting;

provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the 120th day prior to the date of such annual meeting and not later than the close of business on the later of the 90th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the tenth day following the day on which public announcement of the date of such meeting is first made.

The notice must contain all of the information required in our amended and restated certificate of incorporation and amended and restated bylaws.

Any such notice must be sent to our principal executive offices:

Vestis Corporation, c/o Corporate Secretary, 500 Colonial Center Parkway, Suite 140, Roswell, Georgia 30076.

Role of the Nominating, Governance and Corporate Responsibility Committee

The Nominating, Governance and Corporate Responsibility Committee will not set specific, minimum qualifications that directors must meet in order for the Nominating, Governance and Corporate Responsibility Committee to recommend them to our Board of Directors.

Rather, it believes that directors and director candidates should be evaluated based on their individual merits, taking into account our needs and the composition of our Board of Directors.

In nominating a slate of directors, the Nominating, Governance and Corporate Responsibility Committee’s objective will be to select individuals with skills and experience that can be of assistance in operating our business and providing effective oversight of our strategy and management.

The Nominating, Governance and Corporate Responsibility Committee will consider candidates recommended by stockholders and all candidates will be evaluated in the same manner regardless of who recommended such candidate for nomination.

When reviewing the qualifications of potential director candidates, the Nominating, Governance and Corporate Responsibility Committee will consider:

• whether individual directors possess the following personal characteristics:

integrity, education, accountability, business judgment, business experience, reputation and high performance standards;

• all other factors it considers appropriate, which may include accounting and financial expertise;

industry knowledge;

experience in compensation, human resources and culture;

strategy development experience;

chief executive officer and senior management leadership experience;

prior public company board service;

international operations experience;

corporate finance and capital markets experience;

mergers and acquisitions and business development experience;

supply chain experience;

information technology and cybersecurity experience;

experience in research and development and innovation;

both traditional and digital marketing and sales experience;

experience with disruptive risk and innovation;

age, gender and ethnic and racial background;

civic and community relationships;

existing commitments to other businesses;

potential conflicts of interest with other pursuits;

legal considerations, such as antitrust issues;

and the size, composition and combined expertise of our existing Board of Directors.

Our Board of Directors believes that, as a whole, it should strive to possess the following core competencies:

accounting and finance, management, crisis response, industry knowledge, international leadership and strategy/vision, among others.

While our Board of Directors does not have a formal policy with regard to diversity, the Nominating, Governance and Corporate Responsibility Committee and the Board of Directors will strive to ensure that our Board of Directors is composed of individuals who together possess a breadth and depth of experience relevant to our Board of Directors’ oversight of our business and strategy and a diversity of backgrounds and perspective in order to effectively understand the needs of our employees, clients and customers.

The Corporate Governance Guidelines provide that, except as may be approved by the Nominating, Governance and Corporate Responsibility Committee, no person may serve as a non-employee director if he or she would be 75 years or older at the commencement of such term as a director.

Oversight of Risk Management

Role of the Board of Directors and Committees .

Our management is responsible for day-to-day risk management activities.

Our Board of Directors, acting directly and through its committees, is responsible for the oversight of our risk management.

The Audit Committee periodically reviews our accounting, reporting and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls and our compliance with legal and regulatory requirements.

In addition, the Audit Committee reviews risks related to compliance with ethical standards, including our Business Conduct Policy (discussed below), our approach to enterprise risk management and operational risks, including those related to information security and system disruption.

With respect to cybersecurity, the Audit Committee monitors our cybersecurity risk profile, receives periodic updates from management on all matters related to cybersecurity and reports out to our full Board of Directors.

Through regular meetings with management, including the accounting, finance, legal, information technology and internal audit functions, the Audit Committee reviews and discusses the risks related to its areas of oversight and reports to our Board of Directors with regard to its review.

The Compensation and Human Resources Committee oversees compensation-related risk management.

The Nominating, Governance and Corporate Responsibility Committee oversees risks associated with the structure of our Board of Directors and other corporate governance policies and practices.

The Compensation and Human Resources and Nominating, Governance and Corporate Responsibility Committees also regularly report their findings to our Board of Directors.

Our Chief Executive Officer and other executive officers regularly report to the non-executive directors and the Audit, the Compensation and Human Resources and the Nominating, Governance and Corporate Responsibility Committees to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls.

In addition, our Board of Directors receives periodic detailed operating performance reviews from management.

Our Vice President of Internal Audit reports functionally and administratively to our Chief Financial Officer and directly to the Audit Committee.

We believe that the leadership structure of our Board of Directors provides appropriate risk oversight of our activities.

Risk assessment of compensation programs .

With respect to our compensation policies and practices, our management will review its policies and practices to determine whether they create risks that are reasonably likely to have a material adverse effect on us.

In connection with this risk assessment, management reviews the design of our compensation and benefits programs (in particular, our performance-based compensation programs) and related policies, potential risks that could be created by the programs, and features of our programs that help mitigate risk.

Among the factors that are considered are an effective balance between the cash and equity mix and short- and long-term focus;

the use of multiple performance metrics;

substantial stock ownership guidelines;

a clawback policy;

an anti-hedging policy;

and independent committee oversight of the compensation programs.

Code of Ethics for Senior Financial Officers and Business Conduct Policy

We maintain a Code of Ethics for Senior Financial Officers that is applicable to our Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and other senior financial officers.

The code requires our senior financial officers to engage in and promote honest and ethical conduct and produce full, fair, accurate, timely and understandable disclosure in reports and other documents we file with the Securities and Exchange Commission and in other public communications.

Our senior financial officers may not, among other things, take any action to fraudulently influence, coerce, manipulate or mislead our independent public accountants for the purpose of rendering our financial statements materially misleading.

The code promotes compliance with applicable laws, prompt internal reporting of violations and accountability for adherence to the code.

We also maintain a Business Conduct Policy that applies to all our employees and sets forth our policies and expectations on a number of topics, including conflicts of interest, confidentiality, compliance with laws (including insider trading laws), preservation and use of our assets, and business ethics.

The Business Conduct Policy sets forth procedures for addressing potential conflicts of interest (or the appearance of a conflict of interest) and for the confidential communication and handling of issues regarding accounting, internal control and auditing matters.

We also maintain an Ethics Hotline telephone number (the “Hotline”) for Vestis teammates as a means of raising concerns (including concerns about potential violations of the Business Conduct Policy).

The Hotline is available to all teammates worldwide.

Teammates using the Hotline may choose to remain anonymous, and all inquiries are kept confidential to the extent practicable in connection with the investigation of an inquiry.

All Hotline inquiries are forwarded to our legal department for investigation.

The Audit Committee is informed of any reported matters, whether through the Hotline or otherwise, that could potentially be significant to us, including accounting, internal control or auditing matters, or any fraud involving management or persons who have a significant role in our internal controls.

Any waivers from any provisions of the Business Conduct Policy for executive officers and directors are promptly disclosed to stockholders by posting at the website address set forth below.

In addition, certain amendments to the Business Conduct Policy, as well as any waivers from certain provisions of the Corporate Governance Guidelines given to our Chief Executive Officer, Chief Financial Officer or Principal Accounting Officer, are posted at the website address set forth below.

We intend to satisfy the requirements of Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of our Code of Ethics for Senior Financial Officers that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions by posting such information on our website as set forth below.

The Code of Ethics for Senior Financial Officers and Business Conduct Policy are available on our website at www.vestis.com .

Printed copies of the Code of Ethics for Senior Financial Officers and Business Conduct Policy may be obtained, without charge, by contacting the Corporate Secretary, Vestis Corporation, 500 Colonial Center Parkway, Suite 140, Roswell, Georgia 30076;

(470) 226-3655.

Communications with Directors

Our Board of Directors is committed to meaningful engagement with our stockholders and welcomes input and suggestions.

Stockholders and other interested parties wishing to contact the Chairman or the non-management directors as a group are able to do so by sending a written communication to the attention of the Chairman, c/o Vestis Corporation, Corporate Secretary’s Office, 500 Colonial Center Parkway, Suite 140, Roswell, Georgia 30076.

Communications addressed to our Board of Directors or to a member of our Board of Directors are distributed to the Board of Directors or to any individual director or directors as appropriate, depending upon the facts and circumstances outlined in the communication.

The Corporate Secretary’s office submits to the Board of Directors all communications received, but in all cases excluding those items that are not related to Board of Directors duties and responsibilities, such as junk mail and mass mailings.

Section 16(a) Beneficial Ownership Reporting Compliance

The executive officers and directors of the Company and persons who own more than 10% of the Company’s common stock are required to file reports with the SEC under Section 16(a) of the Securities Exchange Act of 1934, disclosing the amount and nature of their beneficial ownership in common stock, as well as changes in that ownership.

Based on our review of Section 16(a) filings, none of our directors or executive officers or persons who were the beneficial owners of more than 10% of our common stock failed to timely file any report required by Section 16(a) during fiscal 2023.

The information required under this item is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation 14A under the captions “Proposal 1:

Election of Directors,” “Corporate Governance,” and “Executive Officers”, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year ended September 27, 2024.

Executive Compensation .

Compensation Discussion and Analysis

As of September 29, 2023, we were a subsidiary of Aramark and were not yet an independent company and our compensation committee was not yet been formed.

Following the Separation, we have our own executive officers and our own Compensation and Human Resources Committee of our Board of Directors (the “Vestis Compensation Committee”).

The following individuals serve as executive officers of Vestis in the positions set forth below effective as of the Separation and are considered our named executive officers for our 2023 fiscal year:

• Kim Scott, President and Chief Executive Officer

• Rick Dillon, Executive Vice President and Chief Financial Officer

• Timothy Donovan, Executive Vice President, Chief Legal Officer and General Counsel

• Angela Kervin, Executive Vice President and Chief Human Resources Officer

• Grant Shih , Executive Vice President and Chief Technology Officer

The following sections of this Compensation Discussion and Analysis describe Aramark’s executive compensation philosophy, the executive compensation program elements applicable to the Aramark named executive officers for fiscal 2023, and certain Aramark executive compensation plans, policies and practices, as well as certain aspects of our anticipated executive compensation arrangements following the Separation.

For purposes of this section, as a general matter, references to “named executive officers” or “NEOs” are to Aramark’s named executive officers, and references to “our named executive officers” or “Vestis NEOs” refer to the executive officers of Vestis identified above.

Since the Vestis named executive officers are not Aramark named executive officers, some of the information described herein is not directly applicable to the determinations of their historic compensation, and we have sought to note that where relevant.

Aramark’s Executive Compensation Design

Aramark’s executive compensation program is designed to retain and motivate executives and reward achievement of Aramark’s performance goals aligned with value created for its shareholders.

This is important because its performance is very much dependent on the talents, skills and engagement of its leadership team.

Aramark generally measures its performance by growth in sales, earnings and free cash flow, and these metrics are reflected in its incentive plans.

By focusing on these performance metrics, Aramark believes its incentive plans will drive broader shareholder value creation.

Aramark ties its executives’ long-term interests with those of its shareholders through equity compensation awards in respect of Aramark common stock.

The equity is typically delivered in the form of performance stock units (“PSUs”), stock options and restricted stock units (“RSUs”).

PSUs typically have made up 50% of the grant to provide value only to the extent long-term performance objectives are achieved.

Aramark’s executives are also measured by their individual contributions to Aramark’s success, and this is a consideration in base salary adjustment decisions.

We expect to follow the design of Aramark’s executive compensation program as of immediately following the Separation although the make-up of the mix of long-term incentive equity awards will differ where all Vestis’ executive officers will receive the annual long-term incentive equity awards in the form and mix of PSUs (50%), stock options (25%) and RSUs (25%) for fiscal 2024.

Aramark’s Executive Compensation Principles and Operating Framework

Aramark’s executive compensation program is overseen by its Compensation and Human Resources Committee, a committee of the Board of Directors of Aramark (the “Aramark Compensation Committee”) to support Aramark’s business strategy.

The following are the compensation principles and operating framework of its executive compensation program for fiscal 2023, which are the principles and operating framework of our compensation policy for our executive officers following the Separation:

Executive Compensation Guiding Principles

Pay for Performance

Shareholder Alignment

Attract and Retain Key Talent

The vast majority of executive pay is at-risk and performance-based with metrics aligned to Aramark’s strategy and long-term shareholder value creation.

Aramark’s approach strikes a balance between achieving both short- and long-term performance objectives.

Programs align executives’ interests with those of its shareholders.

The majority of executive pay is provided through equity and linked to stock price.

Aramark also maintains stock ownership guidelines for all named executive officers reinforced with conditional holding requirements for executives who have not met their guideline.

Aramark provides competitive pay and benefits to attract and retain talented, high-performing executives with specific skill sets and relevant experience to drive Aramark’s business, create shareholder value and develop future leaders.

General Executive Compensation Operating Framework

Risk Management

Governance Considerations

Affordability/Shareholder Dilution

Aramark manages risk in incentive programs, while ensuring alignment between pay and performance, and with shareholder interests.

Aramark considers applicable requirements, as well as its corporate values and behavioral expectations, in designing its incentive structures and making compensation decisions.

Aramark conducts recurring reviews that balance goals and objectives of the program with fiscal soundness and shareholder dilution.

Executive Compensation Program and Practices Overview

Aramark’s executive compensation program adheres to the following high governance standards, which we adhere to following the Separation.

What We Don’t Do

ü Risk Mitigation – Multiple metrics and measurement periods in incentives mitigate risk that executives will be motivated to pursue results related to one metric

ü Compensation Recoupment Policy – Robust “clawback” policy for pay in certain circumstances

ü Stock Ownership Guidelines – Aramark’s NEOs and directors are subject to ownership guidelines with conditional holding requirements

ü Double-Trigger Change-in-Control Provisions – Both a change-in-control and termination are required for equity vesting acceleration and other benefits to apply

ü Annual Say-on-Pay Vote – Aramark seeks annual shareholder feedback on our executive pay program and directly engages with its shareholders on executive pay matters

ü Annual Evaluation – Aramark annually reviews its executive pay program to ensure it continues to align with market

ü Independent Advisor – Independent consultant provides advice directly to the Aramark Compensation Committee

ü Multiple LTI Vehicles – Use of PSUs, stock options, and RSUs provides a balanced approach that focuses executives on key financial achievements (PSUs), direct shareholder alignment (stock options), and retention and alignment with shareholders (RSUs)

x No Guaranteed Bonuses – Aramark’s annual bonus plans are performance-based and do not include any minimum payment levels or guarantees

x No Executive Pensions or Supplemental Executive Retirement Plan

x No Hedging and Restriction on Pledging – Aramark prohibits directors and employees from engaging in hedging and prohibits directors and named executive officers from pledging Aramark shares without specific pre-approval 1

x No Dividends on Unvested Equity Awards – Aramark does not pay dividends or dividend equivalents on equity awards prior to vesting

x No Repricing or Exchange of Underwater Stock Option

x No Tax Gross-Ups – Aramark does not provide gross-ups on benefits or perquisites in any employment agreements

x No Recycling of Shares withheld for taxes

__________________

(1) There are certain limited exceptions to the prohibition on hedging and requirements with respect to pledging.

Detailed Compensation Program Discussion

Compensation Program Design

Overview of Aramark’s Compensation Components

As illustrated below, the principal components of Aramark’s executive compensation program for fiscal 2023 are base salary, an annual cash incentive and long-term equity incentives, which will be the principal components of our executive compensation program following the Separation although the make-up of the mix of long-term incentive equity awards will differ where all Vestis’ executive officers will receive the annual long-term incentive equity awards in the form and mix of PSUs (50% with performance measures linked directly to Vestis’ strategic operating plan), stock options (25%) and RSUs (25%) which vest over three years for fiscal 2024.

Vehicle/Description

Link to Aramark Strategy

• Base salaries are determined based on scope of responsibility, experience and performance

• To attract and compensate high-performing and experienced leaders at a competitive level based on market (both internal and external)

Annual Incentives

• 100% evaluated on a formulaic basis relative to pre-established financial performance goals

• To motivate and reward executives for achieving annual corporate, business, and function goals in key areas of financial performance

Fiscal 2023 Long-Term Incentives (“LTI”) granted in 2022

• Performance Stock Units:

Other NEOs – 30%

• Focuses executives on the achievement of specific long-term performance goals directly aligned with Aramark’s strategic operating plans.

PSUs cliff vests (if earned) after four years.

• 60% of PSUs are earned based on three-year compound adjusted revenue growth performance (20%), three-year cumulative adjusted earnings per share performance (20%) and fiscal 2025 return on invested capital performance (20%)

• 40% of PSUs are earned based on three-year total shareholder return performance relative to the performance peer group

• Stock Options:

Other NEOs – 30%

• Directly aligns the interests of executives with shareholders.

Stock options only have value for executives if performance results in stock price appreciation after the grant date.

Vests equally over four years.

• Restricted Stock Units:

Other NEOs – 40%

• Strengthens key executive retention to promote executive team consistency and successful execution of long-term strategies.

Vests equally over four years.

Base salary reflects the value of the executive position and attributes the executive brings to the position, including tenure, experience, skill level and performance.

The Vestis Compensation Committee will review annual base salaries for our executive officers each year in order to ensure alignment with current market levels.

The Vestis Compensation Committee will take into account numerous factors when making its determination, including the executive officer’s experience relative to industry peers, competitive market data, time in his or her position, individual performance, future potential and leadership qualities.

The 2023 annual base salary of each Vestis named executive officer is set forth in the table below.

Vestis Executive Officer

President, CEO

Rick Dillon (1)

Timothy Donovan (2)

EVP, CLO, General Counsel

Angela Kervin (3)

__________________

(1) Reflects Mr.

Dillon’s salary effective December 17, 2022, reflecting a merit increase of +3.0% over his previous annual base salary of $600,000.

(2) Reflects Mr.

Donovan’s salary effective December 17, 2022, reflecting a merit increase of +5.0% over his previous annual base salary of $500,000.

(3) Reflects Ms.

Kervin’s salary effective January 1, 2023, upon her promotion to Chief Human Resources Officer.

Prior to that her annual base salary was $290,732 effective December 17, 2022 reflecting a merit increase of +6.0% over her previous annual base salary of $274,275.

Scott’s annual base salary increased to $850,000 upon the Separation per the terms of the Scott Offer Letter (which is independent of further compensation actions taken by the Compensation Committee in the first quarter of fiscal 2024 in connection with its annual compensation review for all executive officers, pursuant to which her base salary was increased to $925,000 effective upon date of Separation).

Target Annual Incentives

Aramark’s annual cash incentive is designed to drive and reward performance and is based on financial objectives established by the Aramark Compensation Committee at the beginning of each fiscal year.

The incentive targets for each of Aramark’s named executive officers are established based on market competitive data (see “—Market Benchmarking”) related to each executive’s role.

Annual incentive targets as a percentage of base salary are provided in the table below.

Actual earned payouts can vary from 0% to 200% of target.

Similar to Aramark, we will administer an annual incentive plan designed to reward the achievement of specific financial objectives results measured over one fiscal year (or, as applicable, a portion of a fiscal year).

Each Vestis named executive officer is assigned an annual incentive target expressed as a percentage of base salary which is expected to be

established based on market competitive data.

The specific target bonus for each of our named executive officers for fiscal year 2023 under the Aramark annual incentive plan is listed in the table below.

Vestis Executive Officer

President, CEO

Timothy Donovan

EVP, CLO and General Counsel

Angela Kervin (1)

Grant Shih (2)

__________________

(1) The amount of award for fiscal 2023 is subject to pro ration based on the effective date of Ms.

Kervin’s promotion effective January 1, 2023.

For periods prior to January 1, 2023, Ms.

Kervin’s target bonus percentage of her annual base salary was 35%.

(2) The amount of award for fiscal 2023 is subject to pro ration based on the effective date of Mr.

Shih’s employment of January 9, 2023.

Scott’s target annual bonus increased to 125% of base salary upon the Separation and approval of Vestis’ Board of Directors, as set forth in the Scott Offer Letter.

Fiscal 2023 Annual Incentive Outcomes

The Aramark annual incentive plan for fiscal 2023 for the Vestis NEOs used the same performance metrics that were used for Aramark NEOs, except that they were measured against the performance of the Aramark Uniform Services business rather than Aramark as a whole.

The performance metrics below are not reconcilable to Vestis’ GAAP results as they are based on the results of the Aramark Uniform Services business as a segment of Aramark and as reported by Aramark.

These are not presented as a measure of financial performance of Vestis.

__________________

(1) Net New Sales is an internal Aramark statistical metric used to evaluate our new sales and retention performance.

The calculation is defined as the annualized value of gross new business less the annualized value of lost business.

It is a discrete metric that measures annualized revenue gained in year from new customers less annualized revenue lost following customer quits within year.

It excludes the impact of increases and decreases in revenue with existing customers.

For example, additional revenue generated from cross-selling to existing customers is excluded from the metric.

(2) Adjusted Operating Income margin represents adjusted operating income as reported by Aramark divided by sales.

Adjusted operating income represents operating income adjusted for amortization expense of acquired intangibles;

share-based compensation expense;

severance and other charges;

separation related charges;

and gain, losses, settlements and other items impacting comparability.

(3) Free Cash Flow represents net cash provided by operating activities as reported by Aramark less net purchases of property and equipment and other.

In November 2023, the Vestis Compensation Committee reviewed the actual results of our business as a segment of Aramark versus the performance metrics established by Aramark for our named executive officers.

Based on this review, the Vestis Compensation Committee determined that the Vestis executive officers earned annual incentive award payouts for fiscal 2023 as set forth in the table below.

Vestis Executive Officer

Target Award %

Actual Earned %

Actual Payout (3)

President, CEO

$ 775,000 100 % 81.0 % $ 627,792

$ 618,000 75 % 81.0 % $ 375,460

Timothy Donovan

EVP, CLO and General Counsel

$ 525,000 60 % 81.0 % $ 255,167

Angela Kervin (1)

$ 450,000 35 %/60 % 81.0 % $ 184,363

Grant Shih (2)

$ 380,000 50 % 81.0 % $ 115,116

__________________

(1) The amount of the award was prorated based on Ms.

Kervin’s promotion effective January 1, 2023.

Kervin’s annual base salary was $450,000 effective January 1, 2023.

Prior to that her base salary was $290,732 effective December 17, 2022 reflecting a merit increase of +6.0% over her previous annual base salary of $274,275.

(2) The amount of the award was prorated at 74.8% based on the effective date of Mr.

Shih’s employment of January 9, 2023.

(3) The recalculation of the actual payout compared to the actual payout presented in the table above may vary slightly due to rounding.

Fiscal 2024 Annual Incentive Performance Metrics and Weightings

The Vestis annual incentive plan for fiscal 2024 will be based on Adjusted EBITDA dollars (50%) and Revenue Growth dollars (50%).

EBITDA is defined as earnings before interest, taxes, depreciation, amortization of intangible assets and stock compensation expense.

Adjustments will be made for items not indicative of normal operating performance.

Revenue growth is defined as revenues before the impact of foreign currency or acquisitions.

This change in revenue growth metric from the Aramark metric of Net New to revenue growth dollars allows us to accurately reflect our growth performance inclusive of revenue generated from cross selling to existing customers.

Long Term Incentives (LTI)

Long Term Incentive Grant Targets

Aramark’s long-term equity incentive plan is designed to focus executives on the achievement of specific long-term performance goals directly aligned with Aramark’s strategic operating plans.

We intend that our long-term equity plan will also be designed to align the interests of our executives with the achievement of long-term growth and performance following the Separation.

For fiscal year 2023 the Aramark Compensation Committee approved LTI awards composed of a mix of PSUs, RSUs and options to provide a long-term incentive component to the pay mix of its NEOs.

The total annual grants by Aramark to the Vestis named executive officers during fiscal year 2023 are as follows:

Vestis Executive Officer

Fiscal 2023 Grant

(November 17, 2022)

LTI Grant Value

President, CEO

Timothy Donovan

EVP, CLO and General Counsel

Angela Kervin

Scott’s annual long-term incentive equity award target was increased after the Separation and approval by Vestis’ Board of Directors, as set forth in the Scott Offer Letter, to a target value of at least $3,600,000.

Further, as set forth in the Scott Offer Letter, the Vestis’ Board of Directors approved a one-time long-term incentive equity award for Ms.

Scott with a value of $1,850,000 granted in the form of Vestis equity awards on October 2, 2023 in connection with the Separation, representing a make whole annual equity grant as set forth in the Scott Offer Letter.

Fiscal 2023 Long Term Incentive Grant Allocations (granted in November 2022)

Scott, her fiscal LTI award was comprised of 50% PSUs, where 60% of the resulting payout (if any) was to be earned based on three-year compound adjusted revenue growth performance (20%), three-year cumulative adjusted earnings per share performance (20%) and fiscal 2025 return on invested capital performance (20%), and where 40% of the resulting payout (if any) was to be earned based on Aramark’s TSR performance relative to the fiscal 2023 performance peer group where the total number of PSUs earned would vest at the end of our fiscal 2026 performance year (representing a 4-year cliff vesting period).

The remainder of the fiscal 2023 LTI award for Ms.

Scott was comprised of time-vesting stock options (30%) and time-vesting RSUs (20%) where each vest evenly over a four year vesting period.

For our other named executive officers, the fiscal 2023 LTI award was comprised of PSUs (30%) with the same performance metrics and mix as outlined above for Ms.

Scott, time-vesting stock options (30%) and time-vesting RSUs (40%).

Fiscal 2024 Long Term Incentive Grants

The Vestis Long-Term Incentive Plan for 2024 will be comprised of PSUs (50%), time vesting RSU (25%), and time vesting Stock Options (25%).

The PSUs will cover the three-year performance period including Fiscal Years

The resulting payout, subject to performance targets being met, will be based on Cumulative Adjusted EBITDA dollars (50%), Cumulative Adjusted Free Cash Flow Conversion % (50%) and a modifier based on the total return to the Company’s shareholders relative to the performance of the established peer group.

The performance targets align with the long-term strategic goals for the company outlined during its September 2023 Analyst Day.

The LTI awards granted to our named executive officers were adjusted in connection with the Separation as described under “Item 11.

Compensation Discussion and Analysis - Compensation Determinations Related to the Separation”.

Hire, Promotion and Retention Equity Awards

Upon their hire or promotion or to ensure their retention, our named executive officers received equity awards during fiscal year 2023 as follows:

Vestis Executive Officers

Reason for Grant

Grant Date Value

Angela Kervin

$ 365,000 Stock options, RSUs, PSUs

Treatment of Long Term Incentive Grants upon the Separation

The treatment of Aramark PSUs, stock options and RSUs in connection with the Separation is summarized in this Annual Report under the heading “Treatment of Equity-Based Compensation” in “Item 13.

Certain Relationships and Related Transactions, and Director Independence.”

Other Compensation Components

The Aramark Compensation Committee provides additional benefits to the Aramark named executive officers that are customary for executives of similar rank to enable its executives to focus on its business and enhance their commitment to Aramark.

It is currently expected that we will provide arrangements and programs similar to the following benefits:

Severance Arrangements and Payments upon a Change of Control :

Similar to the Aramark NEOs, our named executive officers have employment agreements for indefinite periods terminable by either party, and in most cases our executives are entitled to certain payments and benefits in connection with certain terminations of employment.

These provisions are intended to align executive and shareholder interests by enabling executives to consider corporate transactions that are in the best interests of the shareholders and our other constituents without concern over whether the transactions may jeopardize the executive’s own employment.

These employment agreements are described below under “ Employment Agreements—Potential Post-Employment Benefits and Restrictive Covenants .”

Equity awards agreements with Aramark’s named executive officers that provide for other payments in connection with a change of control contain a “double trigger” in order for the executive to receive compensation, meaning that awards will be accelerated only if the executive’s employment terminates within a certain period following the change of control.

Equity award agreements granted by Aramark to our named executive officers are subject to these same terms.

Perquisites :

Aramark provides its named executive officers with other benefits that the Aramark Compensation Committee believes are reasonable and encourage retention and include those listed below.

The costs of these benefits constitute a small percentage of a named executive officer’s total compensation.

We offer many of these same benefits to the Vestis named executive officers:

• premiums paid on life insurance;

• disability insurance;

• annual executive physical program;

• receipt of a taxable car allowance and to the extent applicable, no cost parking at a garage near Aramark offices;

• financial planning services of up to $7,500 per fiscal year;

• matching charitable contributions of up to $10,000 per fiscal year.

Market Benchmarking

The Aramark compensation program is structured to enable Aramark to maintain its competitive position for key executive talent.

To establish market competitive compensation practices for all named executive officers, the Aramark Compensation Committee refers, in part, to peer group data and survey data.

The Aramark Compensation Committee worked with its independent consultant, Meridian Compensation Partners LLC (“Meridian”) to develop its Compensation Peer Group as well as a Performance Peer Group which is used in determining relative total shareholder return performance for the PSUs subjective to relative TSR performance.

We will use benchmarking data and survey data with the guidance of independent consultants.

Survey Data Used by Aramark

In evaluating the compensation of certain of its named executive officers, the Aramark Compensation Committee also references survey data.

In fiscal 2023, the Aramark Compensation Committee referred to peer group data and a subset of the Willis Towers Watson 2022 CDB General Industry Executive Compensation Survey that is size-adjusted through regression analysis based on its revenue, to perform a market check of the individual components of compensation and total compensation.

Aramark does not consider any specific company included in the survey to be a material factor in the review of the compensation of its named executive officers.

When making pay decisions, the Aramark Compensation Committee generally targets a reasonable range around the market median of survey data but retains flexibility to position employees above or below median based on employee experience, skill-set and performance.

Performance Peer Group for Total Shareholder Return for Aramark

In 2019, the Aramark Compensation Committee worked with Meridian to create a Performance Peer Group to be used in determining relative total shareholder return performance for the PSUs subjective to relative TSR performance.

For the fiscal 2023 PSUs, the Performance Peer Group has remained relatively unchanged from fiscal 2020 and consists of companies in the Compensation Peer Group as well as a broader list of organizations that compete with us for investor capital and face similar business dynamics and challenges.

The fiscal 2023 Performance Peer Group consists of the following companies:

2022 and 2023 Performance Peer Group for Aramark

(Relative TSR Peer Group for Fiscal 2022 – 2024 and Fiscal 2023 – 2025 PSUs)

ABM Industries Inc.

Expeditors International

Mondelez International

Autogrill S.p.A.

FedEx Corporation

Norwegian Cruise Line

Starbucks Corporation

Robinson Worldwide

Healthcare Service Group

Old Dominion Freight Line

Sysco Corporation

Carnival Corporation & plc

Hilton Worldwide Holdings

PepsiCo, Inc.

Madison Square Garden

CBRE Group, Inc.

Hyatt Hotels Corporation

Premier, Inc.

The Wendy’s Company

Cinemark Holdings, Inc.

Rentokil Initial plc

UniFirst Corporation

Cintas Corporation

Hunt Transport Svcs.

Republic Services, Inc.

United Parcel Service, Inc.

Compass Group PLC

Jones Lang LaSalle

Restaurant Brand Int’l

Waste Connection, Inc.

Darden Restaurants

Landstar System, Inc.

Robert Half International

Waste Management, Inc.

Domino’s Pizza

Manpower Group Inc.

Royal Caribbean Cruises

Wyndham Destinations

Elior Group S.A.

Marriott International

Ryder System, Inc.

Marriott Vacations

Service Corporation

McDonald’s Corporation

Vestis Peer Group

This peer group was used by Aramark in establishing the compensation of Ms.

Scott and more generally with respect to setting the pre-Separation compensation of our other executive officers.

Companies included as Vestis’ peers consist of 18 public companies in similar industries (uniforms, apparel, textile, restaurant and other diversified support services).

Caesars Entertainment, Inc.

Cracker Barrel Old Country Store, Inc.

Texas Roadhouse, Inc.

American Eagle Outfitters, Inc.

Topgolf Callaway Brand Corp.

Acushnet Holdings Corp.

Travel + Leisure Co.

The Cheesecake Factory Incorporated

Herc Holdings Inc.

Wyndham Hotels & Resorts, Inc.

ABM Industries Incorporated

Healthcare Services Group, Inc.

Cintas Corporation

Bloomin’ Brands, Inc.

UniFirst Corporation

The Wendy’s Company

Brinker International, Inc.

Urban Outfitters, Inc.

Compensation Governance Policies

Independence of the Compensation Consultant

The Aramark Compensation Committee’s independent compensation consultant is selected and retained by the committee to advise on executive and director compensation and it is not intended that the consultant will do any other work for Aramark.

The independent compensation consultant is Meridian.

The Vestis Compensation Committee will also use the services of Meridian as its independent compensation consultant.

Role of Independent Compensation Consultant

The Aramark Compensation Committee’s independent compensation consultant provides the Aramark Compensation Committee with general services related to executive and director compensation, and associated governance each year.

These services include market intelligence, compensation trends, suggestions about compensation program design, general views on specific requests to the committee from management regarding compensation program design or decisions, the review of the peer group, benchmarking executive pay relative to the peer group and the broader market for executive talent, and an analysis of the risk profile of the compensation system.

We will use an independent compensation consultant for similar services.

Risk Mitigation Policies

Stock Ownership Guidelines

To align the interest of each executive officer with those of the shareholders, Vestis has implemented stock ownership guidelines for the Vestis executive officers as follows:

Aramark Named Executive Officer

Stock Ownership Guideline (1)

6x annual base salary

CEO Direct Reports

3x annual base salary

__________________

(1) Prior to attainment, absolute value is determined annually based on the then-current salary and the prior fiscal year’s average of month-end stock closing prices.

For purposes of determining compliance with the guidelines, shares included are limited to those that are (i) directly or indirectly beneficially owned (held indirectly, such as through family trusts or by immediate family members) or (ii) unvested restricted or deferred stock units.

Therefore, unexercised vested and unvested stock options and unearned or unvested PSUs are not considered when determining compliance with the guidelines.

The guidelines require that the specified amount be attained by the fifth anniversary of the later of the Separation and the date the named executive officer became subject to their current ownership guideline.

If a named executive officer has not attained the guideline amount by such date, one half of all shares delivered upon vesting of awards held by such named executive officer (net of withholding for tax obligations) must be retained until the guideline amount has been attained.

Aramark has a similar policy for its executive officers.

Prohibitions on Hedging and Restrictions on Pledging

Aramark and Vestis maintain a Securities Trading Policy that restricts pledging and prohibits its directors, officers and employees from engaging in hedging, speculative or other transactions that hedge or offset any decrease in the market value of its stock (including swaps, forwards, options, futures, collars, exchange funds and other derivative transactions or arrangements).

This policy applies to all executive officers and directors subject to certain limited exceptions.

Clawback Policy

The Vestis Compensation Committee adopted an incentive compensation recoupment policy where the company can recover certain incentive compensation (annual incentive bonus and performance-based long term incentives) in the event of an accounting restatement that resulted in an overpayment of erroneously awarded compensation, regardless of whether the executive’s actions contributed to such accounting restatement.

The new Vestis incentive compensation recoupment policy was adopted in accordance with the New York Stock Exchange listing rules and will apply to all executive officers and such other officers as designated by the Vestis Compensation Committee.

The Aramark Compensation Committee and the Aramark Board of Directors approved a robust incentive compensation recoupment, or “clawback” policy for executive officers and the direct reports of the Aramark chief executive officer in fiscal 2015.

Compensation Risk Disclosure

As part of its responsibility to set appropriate executive compensation, the Aramark Compensation Committee annually considers balance in the compensation program and its impact on Aramark’s risk management profile.

The Vestis Compensation Committee will follow the same process following the Separation.

Specifically, in fiscal 2023, the Aramark Compensation Committee considered whether the mix of performance-based pay, the performance metrics and the degree of difficulty of the performance goals was sufficient to encourage management to strive for strong performance without encouraging risk taking beyond established risk parameters.

The Aramark Compensation Committee also considered the input of its independent compensation consultant, Meridian, regarding the risk profile of the compensation program as well as various factors that would mitigate risks associated with Aramark’s compensation program.

These factors include:

an effective balance between the cash and equity mix and short- and long-term focus;

the use of multiple performance metrics;

substantial stock ownership guidelines;

a clawback policy;

an anti-hedging policy;

and independent committee oversight of the compensation programs.

After discussing these matters, the Aramark Compensation Committee determined that in relation to fiscal 2023, Aramark’s compensation program was appropriately structured and did not motivate individuals or groups to take risks that are reasonably likely to have a material adverse effect on Aramark.

Following the Separation, the Vestis Compensation Committee is responsible for making such determination with respect to our compensation program.

Compensation Decisions Related to the Separation

In-flight Performance Stock Units for fiscal years ended 2022 and 2023

Immediately following the end of fiscal 2023, Aramark completed the spin-off of Vestis into a standalone public company.

In order to ensure ongoing focus and alignment with Aramark's strategic goals, on October 13, 2023 pursuant to the terms of the Third Amended and Restated 2013 Stock Incentive Plan, the Aramark Compensation Committee approved amendments to the performance goals and performance periods for the PSUs that were then outstanding.

The performance measures applicable to each PSU were retained however the performance goals were adjusted to reflect pre and post Separation performance, using the original three-year strategic plans utilized to set the original targets.

The PSUs granted in fiscal 2022 were originally subject to performance targets based on Aramark performance for the three-year period ending September 27, 2024.

To account for the Separation, 67% of these PSUs became subject to new adjusted performance targets and an adjusted performance period for the two-year period ended September 29, 2023, reflecting pre-Separation Aramark performance (Performance Period 1).

The remaining 33% of these PSUs are subject to new adjusted performance targets for the one-year period ending September 27, 2024, reflecting performance of Vestis post-Separation (Performance Period 2).

The Relative TSR modifier measurement period was shortened to align with Performance Period 1.

In November 2023, following the completion of Performance Period 1, the Aramark Compensation Committee determined that 117.7% (of target) for Ms.

Scott, and 132.1% (of target) for Mr.

Donovan and Ms.

Kervin, of the PSUs subject to Performance Period 1 for the NEOs were earned based upon the level of achievement attained relative to the amended targets for Performance Period 1.

The PSUs earned with respect to Performance Period 1 for all the Vestis NEOs are now subject to time-based vesting and will vest on the original vesting date of September 27, 2024.

In addition to the removal of the Relative TSR modifier, new performance measures for Performance Period 2 were established by the Vestis Compensation Committee in November 2023 where such new targets will be based on Vestis results achieved for fiscal year 2024 that generally to align with Vestis’ strategic plan on a post-Separation basis.

The targets for the PSUs granted in fiscal 2023 which were subject to performance targets for the three-year period ending September 26, 2025, were also established by the Vestis Compensation Committee in November 2023 where such new targets will be based on Vestis results achieved for the two-year period ended October 3, 2025 that generally align with Vestis’ strategic plan on a post-Separation basis, in addition to the removal of the Relative TSR modifier.

Any portion of the PSUs granted in fiscal 2023 that become earned, will vest on the original vesting date of October 2, 2026, subject to such executive officers' continued employment with the company.

Equity Award Adjustments

Pursuant to the terms of the Third Amended and Restated 2013 Stock Incentive Plan and as a result of the Separation, all outstanding equity awards were adjusted to reflect the Separation.

Aramark employees with outstanding equity awards at the time of the Separation continued to hold Aramark equity awards.

Aramark equity awards held by Vestis employees at the time of the Separation were converted to Vestis equity awards.

The outstanding equity awards were adjusted in a manner intended to preserve the intrinsic value as measured immediately before and immediately after the spin-off (and with respect to options, based on the aggregate spread value).

EXECUTIVE COMPENSATION TABLES

FISCAL 2023 SUMMARY COMPENSATION TABLE

The following tables, narratives and footnotes discuss the compensation of our Chief Executive Officer, our Chief Financial Officer, and our next three most highly compensated executive officers serving at the end of fiscal year 2023, who are referred to as named executive officers (or NEOs):

Name and Principal Position Year Salary (1)

Stock Awards (2)

Option Awards (3)

Non-Equity Incentive Plan Compensation (4)

Change in Pension Value and Non-Qualified Deferred Compensation Earnings

All Other Compensation (5)

President and Chief Executive Officer

2023 $ 775,000 — $ 1,225,058 $ 525,014 $ 627,792 — $ 29,044 $ 3,181,908

EVP and Chief Financial Officer

2023 $ 613,846 — $ 595,043 $ 255,016 $ 375,460 — $ 269,170 $ 2,108,535

Timothy Donovan

EVP, Chief Legal Officer and General Counsel

2023 $ 519,231 — $ 420,023 $ 180,010 $ 255,167 — $ 30,709 $ 1,405,140

Angela Kervin

EVP and Chief Human Resources Officer

2023 $ 403,322 — $ 350,126 $ 150,014 $ 184,363 — $ 24,205 $ 1,112,030

EVP and Chief Technology Officer

2023 $ 270,385 $ 100,000 — — $ 115,116 — $ 12,631 $ 498,132

__________________

(1) Salary reflects actual salary paid to each NEO during fiscal year ending September 29, 2023.

(2) Includes the aggregate grant date fair value of restricted stock units and performance stock units granted in fiscal year 2023 computed in accordance with FASB ASC Topic 718, Compensation - Stock Compensation.

For additional information on the valuation assumptions, refer to “Note 11.

Share-Based Compensation” to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ending September 29, 2023.

(3) Includes the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718.

For additional information on the valuation assumptions, refer to “Note 11.

Share-Based Compensation” to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ending September 29, 2023.

(4) Represents fiscal year 2023 payments made under the Management Incentive Bonus Plan.

(5) The following amounts are included in this column for fiscal year 2023:

(i) The aggregate incremental cost to the company for the following perquisites:

Car Allowance ($13,200 for Ms.

Dillon and Mr.

Donovan, $12,231 for Ms.

Kervin and $9,646 for Mr.

Shih), Premium Payments for Disability Insurance, Premium Payments for an Excess Health Insurance Plan, Payments for an annual Executive Physical program, and Reimbursement for financial planning fees incurred up to $7,500 per year.

Also includes $229,653 for relocation costs ($154,171) and related tax-gross ups ($75,482) incurred by the company for Mr.

Dillon in connection with his relocation to the Atlanta area initiated upon joining the company in accordance with the standard provisions of the company’s executive relocation program.

(ii) Premium Payments for a Term life Insurance Benefit provided to each executive as follows:

Scott, $1,176, for Mr.

Dillon, $1,176, for Mr.

Donovan, $882, Ms.

Kervin, $1,029 and for Mr.

(iii) Amounts that constitute the company matching contribution to the Company’s 401(k) Plan for fiscal year 2023 in the amount of $9,150 for each of Ms.

Donovan and Ms.

(iv) Amounts that constitute the matching charitable gifts made by Aramark on behalf of each executive for fiscal year 2023 in the amount of $518 for Ms.

Scott and $10,000 for Mr.

GRANTS OF PLAN-BASED AWARDS FOR FISCAL YEAR 2023

The following table sets forth certain information regarding all grants of plan-based awards (equity and non-equity) granted to our NEOs during fiscal year 2023.

During fiscal 2023, our NEOs received equity awards denominated in shares of Aramark common stock.

The share and per share amounts set forth below reflect the original award denominated in shares of Aramark common stock and do not give effect to the conversion of the award in connection with the Separation.

Name Type (1)

Estimated Future Payouts under Non-Equity Incentive Plan Awards (2) ($)

Estimated Future Payouts under Equity Incentive Plan Awards (#)

Grant Date Approval Date

Threshold Target Maximum All Other Stock Awards:

Number of Shares of Stock or Units

All Other Option Awards:

Number of Securities Underlying Options

Exercise or Base Price of Option Awards

Grant Date Fair Value of Stock and Option Awards (3)

Kim Scott MIB Plan — — $ 193,750 $ 775,000 $ 1,550,000 — — — — — — —

11/17/2022 11/7/2022 — — — — — — — 30,875 $ 29.06 $ 525,014

11/17/2022 11/7/2022 — — — 10,859 21,718 43,436 — — — $ 875,018

11/17/2022 11/7/2022 — — — — — — 8,688 — — $ 350,040

Rick Dillon MIB Plan $ 115,875 $ 463,500 $ 927,000 — — — — — — —

11/17/2022 11/16/2022 — — — — — — — 14,997 $ 29.06 $ 255,016

11/17/2022 11/16/2022 — — — 3,165 6,330 12,660 — — — $ 255,036

11/17/2022 11/16/2022 — — — — — — 8,439 — — $ 340,007

Timothy Donovan MIB Plan $ 78,750 $ 315,000 $ 630,000 — — — — — — —

11/17/2022 11/16/2022 — — — — — — — 10,586 $ 29.06 $ 180,010

11/17/2022 11/16/2022 — — — 2,234 4,468 8,936 — — — $ 180,016

11/17/2022 11/16/2022 — — — — — — 5,957 — — $ 240,008

Angela Kervin MIB Plan $ 56,898 $ 227,593 $ 455,186 — — — — — — —

11/17/2022 11/16/2022 — — — — — — — 2,382 $ 29.06 $ 40,505

3/1/2023 2/28/2023 — — — — — — — 6,953 $ 37.13 $ 109,510

11/17/2022 11/16/2022 — — — 336 671 1,342 — — — $ 27,035

3/1/2023 2/28/2023 — — — 1,475 2,950 5,900 — — — $ 109,534

11/17/2022 11/16/2022 — — — — — — 1,676 — — $ 67,526

3/1/2023 2/28/2023 — — — — — — 3,933 — — $ 146,032

MIB Plan — — $ 35,528 $ 142,110 $ 284,220 — — — — — — —

__________________

(1) MIB = Management Incentive Bonus (annual bonus plan);

NQSO = Non-Qualified Stock Option;

PSU = Performance Stock Unit;

RSU = Restricted Stock Unit

(2) The amounts represent the Threshold, Target, and Maximum payouts under the MIB Plan based on the applicable target incentive and annual base salary in effect for the fiscal year 2023 performance period.

(3) This column shows the full grant date fair value of non-qualified stock options, performance stock units and restricted stock units granted to our NEOs in fiscal year 2023 under FASB ASC Topic 718.

The grant date fair value for performance stock units granted in fiscal year 2023 assumes achievement of the target amount.

For additional information on the valuation assumptions, refer to “Note 11.

Share-Based Compensation” to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 29, 2023.

These amounts do not correspond to the actual value that will be received by our NEOs.

(4) These stock options were granted under the Aramark 2013 Stock Plan, which will vest 25% annually over four years and have a ten-year term, subject to grantee’s continued employment.

(5) These performance stock units were granted under the Aramark 2013 Stock Plan and will vest on October 2, 2026 (representing a four year vesting period), based on actual results achieved against the performance metrics and weightings established for the three-year performance period ending for fiscal year 2025, subject to the grantee’s continued employment.

The performance for the first two years of the three-year performance period was measured and fixed in connection with the Separation.

See “Item 11.

Compensation Discussion and Analysis – Compensation Decisions Related to the Separation”.

(6) These restricted stock units were granted under the Aramark 2013 Stock Plan and vest annually 25% per year over four years, subject to the grantee’s continued employment.

OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

The following table sets forth certain information regarding outstanding equity awards held by our NEOs at 2023 fiscal year-end.

Prior to the Separation, our NEOs received equity awards denominated in shares of Aramark common stock.

Option Awards

Grant Date Number of Securities Underlying Unexercised Options Exercisable

Number of Securities Underlying Unexercised Options Unexercisable

Exercise Price Option

Expiration Date Number of Shares or Units of Stock That Have Not Vested

Market Value of Shares or Units of Stock That Have Not Vested

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

11/18/2021 — 26,356 $ 36.89 11/18/2031 — — — —

11/17/2022 — 30,875 $ 40.29 11/17/2032 — — — —

11/18/2021 — — — — — — 9,716 $ 337,131

11/18/2021 — — — — — — 13,167 $ 456,911

11/17/2022 — — — — — — 21,964 $ 762,163

10/18/2021 — — — — 19,693 $ 683,339 — —

11/18/2021 — — — — 6,478 $ 224,797 — —

11/17/2022 — — — — 8,787 $ 304,893 — —

6/1/2022 3,200 9,601 $ 34.04 6/1/2032 — — — —

11/17/2022 — 14,997 $ 40.29 11/17/2032 — — — —

6/1/2022 — — — — — — 3,405 $ 118,138

11/17/2022 — — — — — — 6,402 $ 222,143

6/1/2022 — — — — 3,378 $ 117,229 — —

11/17/2022 — — — — 8,535 $ 296,155 — —

Timothy Donovan

2/10/2022 4,332 12,997 $ 37.21 2/10/2032 — — — —

11/17/2022 — 10,586 $ 40.29 11/17/2032 — — — —

2/10/2022 — — — — — — 4,456 $ 154,617

11/17/2022 — — — — — — 4,519 $ 156,798

2/10/2022 — — — — 4,390 $ 152,345 — —

11/17/2022 — — — — 6,025 $ 209,053 — —

Angela Kervin

11/18/2021 1,136 3,408 $ 36.89 11/18/2031 — — — —

11/17/2022 — 2,382 $ 40.29 11/17/2032 — — — —

3/1/2023 — 6,953 $ 37.13 3/1/2033 — — — —

11/18/2021 — — — — — — 757 $ 26,258

11/17/2022 — — — — — — 679 $ 23,548

3/1/2023 — — — — — — 2,967 $ 102,950

6/1/2021 — — — — 5,520 $ 191,535 — —

11/21/2019 — — — — 249 $ 8,638 — —

11/18/2021 — — — — 1,397 $ 48,484 — —

7/15/2022 — — — — 6,608 $ 229,288 — —

11/17/2022 1,695 $ 58,817

3/1/2023 — — — — 3,955 $ 137,256 — —

__________________

(1) Stock options granted during fiscal year 2023 are time vesting which vest 25% at the end of each of the first four years from the date of grant.

Stock options granted in fiscal 2022 and prior years are also time vesting and which vest 33% at the end of each of the first three years subject to the NEO's continued employment with the company, with certain exceptions (disability, retirement or death).

See “Potential Post-Employment Benefits”.

All options were granted on the date that is ten years prior to the listed expiration date.

(2) Performance Stock Units granted during fiscal year 2023 were modified as a result of the Separation and are subject to performance metrics and weightings established for a new two year performance period consisting of fiscal year 2024 and fiscal year 2025.

Performance Stock Units granted during fiscal year 2022 were modified as a result of the Separation where a portion (67%) of the PSUs are deemed to be earned and the remaining portion (33%) of the PSUs are subject to performance metrics and weightings established for a new one year performance period consisting of fiscal year 2024.

The awards vest between 50% and 200% of target amount based on actual performance during the performance period, assuming the threshold performance requirement is met.

Performance Stock Units are not eligible to vest prior to the end of the performance period, and vest provided that the NEO is still employed on such dates with certain exceptions (disability, retirement or death).

See “Potential Post-Employment Benefits”.

Performance stock units accrue dividend equivalent units that are delivered only upon vesting of the underlying shares and such dividend equivalent units are included in the table.

See “Item 11.

Compensation Discussion and Analysis – Compensation Decisions Related to the Separation”.

(3) Restricted stock units granted during fiscal year 2023 are time vesting and which vest 25% at the end of each of the first four years from the date of grant.

Restricted stock units granted in fiscal 2022 and prior years are also time vesting and which vests 33% at the end of each of the first three years subject to the NEO's continued employment with the company, with certain exceptions (disability, retirement or death).

See “Potential Post-Employment Benefits”.

The number of restricted stock units listed includes dividend equivalents accrued with respect to such award.

(4) If a participant’s service with the Company or any of its subsidiaries terminates due to retirement (as defined in each grant agreement as age 62 and 5 years of service), the installment of stock options and restricted stock units that are scheduled to vest on the next vesting date following such termination will immediately vest.

With regards to performance stock units, a participant is eligible to vest in a portion of the award proportionate to the timing of the retirement and performance period (subject to achievement of the performance targets).

In addition, if a participant’s service with the Company or any of its subsidiaries terminates due to retirement with notice (as defined in each grant agreement), the outstanding unvested equity awards will remain outstanding and eligible to vest on their original terms (with vesting of performance based equity incentives to remain subject to the achievement of the relevant performance conditions), without regard to a requirement that the executive remain in service with the Company.

Additionally, in such event of retirement with notice, any vested stock options would remain exercisable for up to three years following the later of such retirement with notice or

applicable vesting date.

For information on the value of equity awards which would have vested upon retirement as of the end of fiscal 2023, see the table of estimated payments presented in “Potential Post-Employment Benefits.”

OPTION EXERCISES AND STOCK VESTED FOR FISCAL 2023

The following table sets forth information regarding the number of shares acquired, and the value realized as a result of option exercises by NEOs and the value of any stock awards that vested for an NEO during fiscal year 2023.

Prior to the Separation, our NEOs received equity awards denominated in shares of Aramark common stock.

The share amounts set forth below reflect the original award denominated in shares of Aramark common stock and do not give effect to the conversion of the award in connection with the Separation.

Option Awards

Number of Shares Acquired on Exercise

Value Realized on Exercise (1)

Number of Shares Acquired on Vesting (2)(3)

Value Realized On Vesting

26,883 $ 50,801 31,445 $ 790,982

— — 2,336 $ 66,484

Timothy Donovan

— — 3,017 $ 82,737

Angela Kervin

— — 6,941 $ 205,368

__________________

(1) Value realized upon Exercise and Vesting of any stock options during the fiscal year is calculated based upon the closing price of Aramark common stock on the NYSE on the exercise date.

(2) This column includes restricted stock units that have vested during the fiscal year.

For restricted stock units the number of shares acquired on vesting includes dividend equivalents and reflects the number of Aramark restricted stock units prior to Separation.

(3) For each NEO, shares actually delivered upon vesting of restricted stock units were net of amounts withheld related to taxes.

POTENTIAL POST EMPLOYMENT BENEFITS

Our named executive officers may be eligible to receive certain benefits in the event their employment is terminated;

(1) upon their retirement, disability or death, (2) by the company without cause (or by the executive in certain cases of “good reason”), or (3) in certain circumstances following a change of control.

The amount of benefits will vary based on the reason for the termination and the provisions of each executive officers’ offer letter and employment agreement as outlined below.

The following sections present a discussion and calculations, as of September 29, 2023, of the estimated benefits each named executive officer would receive upon these various termination events.

Although the calculations are intended to provide reasonable estimates of the potential benefits, they are based on numerous assumptions discussed in the footnotes to the table and may not represent the actual amount an executive would receive if a termination event were to occur.

Offer Letters

Aramark has entered into offer letters with the Vestis named executive officers with respect to their positions with Vestis, which were assumed by Vestis and continue in effect following the Separation.

Kim Scott Offer Letter

Scott is party to an offer letter, dated September 20, 2021 (the “Scott Offer Letter”) with respect to her employment as President and Chief Executive Officer, Vestis, commencing October 10, 2021.

Effective upon the Separation, the Scott Offer Letter further provides that Ms.

Scott is appointed as a member of Vestis’ Board of Directors.

Under the terms of the Scott Offer Letter, Ms.

Scott is entitled to an annual base salary of $775,000 and a target bonus of 100% of base salary.

In connection with the Separation, and subject to approval by Vestis’ Board of Directors, Ms.

Scott’s annual base salary was increased to $850,000 (which is independent of further compensation actions taken by the Compensation Committee in the first quarter of fiscal 2024 in connection with its annual compensation review for all executive officers, pursuant to which her base salary was increased to $925,000 effective upon date of Separation) and her target bonus was increased to 125% of base salary.

The Scott Offer Letter contemplates annual equity grants with a target value of at least $1,750,000 that are typically made in November.

Upon the Separation (or as soon as practical thereafter) and subject to approval by Vestis’ Board of Directors, the Scott Offer Letter further contemplates that Ms.

Scott will receive an incentive grant with respect to shares of Vestis with a target value of $3,600,000 reduced by the target value of any annual equity grants made by Aramark to Ms.

Scott within 12 months of the Separation.

Subject to the approval of Vestis’ Board of Directors, future annual equity incentive awards will be granted with a target grant date value of at least $3,600,000.

The Scott Offer Letter also provides Ms.

Scott with “make-whole awards” in the form of (i) a cash payment equal to the portion of the target annual bonus she forfeited upon her departure from her prior employer, prorated to reflect the time worked with her prior employer and (ii) a grant of make-whole restricted stock units having a grant date value of $1,400,000 in respect of the equity incentives forfeited upon her departure from her prior employer, which make-whole restricted stock units vest 50% on each of the first two anniversaries of the grant date subject to continued employment through each vesting date or vest 100% upon a severance qualifying termination.

On October 18, 2022, 50% of Ms.

Scott’s make-whole award vested.

In addition, the Scott Offer Letter provides that Ms.

Scott will be entitled to enter into an employment agreement that provides for specified levels of severance on certain termination events, the material terms of which are described below under the heading “—Employment Agreements—Kim Scott Employment Agreement.”

Rick Dillon Offer Letter

Dillon is party to an offer letter, dated February 22, 2022, with an effective date of May 9, 2022, with respect to his employment as Senior Vice President, Chief Financial Officer, Vestis (the “Dillon Offer Letter”).

The Dillon Offer Letter provides for an annual base salary of $600,000 and a target bonus of 75% of annual base salary (prorated for fiscal year 2022 based on the effective date of Mr.

Dillon’s employment).

The Dillon Offer Letter contemplates equity awards with a grant date value of $425,000 in connection with Mr.

Dillon’s hiring by Vestis and annual equity awards with a grant date value of $850,000.

In addition, the Dillon Offer Letter provides that Mr.

Dillon will be entitled to enter into an employment agreement, the material terms of which are described below under the heading “—Employment Agreements—Rick Dillon Employment Agreement.”

Timothy Donovan Offer Letter

Donovan is party to an offer letter, dated November 11, 2021 (as revised on December 30, 2021), with an effective date of January 18, 2022, with respect to his employment as Senior Vice President, General Counsel, AUS (the “Donovan Offer Letter”).

The Donovan Offer Letter provides for an annual base salary of $500,000 and a target bonus of 60% of annual base salary (prorated for the fiscal year 2022 based on the effective date of Mr.

Donovan’s employment).

The Donovan Offer Letter contemplates equity awards with a grant date value of $600,000 in connection with Mr.

Donovan’s hiring by Vestis and annual equity awards with a grant date value of $600,000.

The Donovan Offer Letter also contemplates that Mr.

Donovan’s new hire and subsequent equity awards will contain retirement features that will provide that, if he retires with six months’ notice on a date that is at least one year after the Separation or at least three years after the effective date of his employment (whichever is sooner), he will be entitled to continued vesting under the normal schedule for his equity awards and the right to exercise his vested stock options for one year following the applicable vesting date.

In addition, pursuant to the Donovan Offer Letter, Mr.

Donovan’s new hire and subsequent equity awards will contain similar continued vesting and exercise terms as would apply upon retirement, if Mr.

Donovan’s employment is terminated due to certain qualifying events including by us other than for “cause,” or by him for “good reason.”

In addition, the Donovan Offer Letter provides that Mr.

Donovan will be entitled to enter into an employment agreement, the material terms of which are described below under the heading “—Employment Agreements—Tim Donovan Employment Agreement.”

Angela Kervin Offer Letter

Kervin is party to an offer letter, dated December 22, 2022, with an effective date of January 1, 2023, with respect to her promotion to the position of Senior Vice President and Chief Human Resources Officer, Vestis (the “Kervin Offer Letter”).

The Kervin Offer Letter provides for an annual base salary of $450,000 and a target bonus of 60% of annual base salary.

The Kervin Offer Letter contemplates equity awards with a grant date value of $365,000 in connection with Ms.

Kervin’s promotion.

After the Separation and subject to the approval of Vestis’ Board of Directors or an appropriate committee thereof, the Kervin Offer Letter contemplates annual equity awards for fiscal year 2024 with a grant date value of $500,000.

Grant Shih’s Offer Letter

Shih is party to an offer letter, dated November 18, 2022, with an effective date of November 21, 2022, with respect to his employment as Chief Technology Officer, Vestis (the “Shih Offer Letter”).

The Shih Offer Letter provides for an annual base salary of $380,000 and a target bonus of 50% of annual base salary (prorated for fiscal year 2023 based on the effective date of Mr.

Shih’s employment).

The Shih Offer Letter contemplates equity awards with a grant date value of $250,000 in connection with Mr.

Shih’s hiring by Vestis and annual equity awards with a grant date value of $400,000.

In addition, the Shih Offer Letter provides that Mr.

Shih will be entitled to enter into an employment agreement, the material terms of which are described below under the heading “—Employment Agreements—Grant Shih Employment Agreement.”

Other Terms of the Offer Letters

The offer letters with the Vestis executive officers (other than the Scott Offer Letter) provide that the equity awards will consist of 30% time-based non-qualified stock options, 30% performance stock units and 40% time-based restricted stock units consistent with the Aramark current practice which is subject to change.

Following the Separation and subject to the approval of the Aramark Compensation Committee, the offer letters provide the equity awards will be converted into awards with respect to Vestis common stock in accordance with the terms of the Aramark equity plan and applicable tax rules.

See “Treatment of Equity-Based Compensation” in “Item 13.

Certain Relationships and Related Transactions, and Director Independence.”

The offer letters also provide for a car allowance of $1,100 per month, reimbursement of $7,500 for financial planning services, matching charitable contributions of up to $10,000 per fiscal year, four weeks of vacation, and with respect to Ms.

Kervin and Mr.

Dillon, coverage under the Aramark executive leadership relocation policy, which includes a tax gross-up for certain expenses.

Employment Agreements

Potential Post-Employment Benefits and Restrictive Covenants

Each of our executive officers has entered into an agreement with Aramark relating to employment and post-employment competition, which we refer to as “employment agreements.” The employment agreements entitle our executive officers to benefits upon certain terminations of employment and subject our executive officers to restrictive covenants pertaining to confidentiality, competitive activities, non-solicitation and assignment of certain works of authorship, inventions and intellectual property.

The employment agreements were assigned by Aramark to Vestis effective as of the Separation.

Kim Scott Employment Agreement

Scott’s employment agreement, dated September 20, 2021, if after the distribution Ms.

Scott’s employment is terminated (i) by us for any reason other than “cause,” (ii) by Ms.

Scott for “good reason,” or (iii) by Ms.

Scott due to a

“company breach termination” (as such terms are defined in her employment agreement), then subject to the execution and nonrevocation of a release of claims, Ms.

Scott will receive:

• severance payments equal to her monthly base salary for 18 months made in the course of our normal payroll cycle (the applicable payment period, the “severance pay period”);

• pro rata bonus provided for the year of termination at the time of the regular payment based on actual performance outcomes;

• target bonus multiplied by 1.5 payable in substantially equal installments in accordance with the normal payroll cycle over the severance pay period;

• participation in our basic medical and life insurance programs during the period over which she receives severance payments, with her share of premiums deducted from the severance payments;

• continuation of her monthly car allowance payments if provided at the time of termination, during the severance period;

• reimbursement for professional outplacement services incurred during the applicable severance pay period, in an amount not to exceed 10% of her base salary at the time of the termination;

• vesting of outstanding equity awards as specified under the applicable plans and agreements, which would include the full vesting of her make-whole equity awards as set forth in the Scott Offer Letter.

Scott’s employment agreement also contains a “double trigger” change of control termination provision.

If, during the two-year period following a “change of control” (as defined in her employment agreement), her employment is terminated by us without cause (or her employment is terminated prior to such change of control either at the request of a party to the change of control transaction or otherwise in connection with or in anticipation of such change of control which subsequently occurs) or she resigns with good reason (as defined in her employment agreement), she will receive:

• cash severance benefits based on a multiple of two times her base salary and two times her target bonus payable over a two-year period according to our normal payroll cycle;

• a lump sum payment equal to the portion of her target bonus attributable to the portion of the fiscal year served prior to termination, plus any earned but unpaid amounts;

• continued medical, life and disability insurance at our expense (for a two-year period following termination);

• outplacement counseling in an amount not to exceed 10% of her base salary;

• continued payment of her monthly car allowance payments, if provided at the time of termination, for a period of 24 months;

• vesting of outstanding equity awards (or retirement plan benefits) as specified under the applicable plans and agreements, which would include the full vesting of her make-whole equity awards as set forth in the Scott Offer Letter.

If any payments in connection with a change of control would constitute excess parachute payments that are subject to excise taxes under Section 4999 of the Internal Revenue Code, such payments will be subject to a reduction to avoid any such excise taxes that may be due, if such reduction results in Ms.

Scott retaining a greater after-tax amount than if Ms.

Scott received the full unreduced amount and paid all taxes (including the excise taxes) due.

Rick Dillon Employment Agreement

Dillon’s employment agreement, dated February 25, 2022, if after the distribution Mr.

Dillon’s employment is terminated by us for any reason other than “cause,” then subject to the execution and nonrevocation of a release of claims, Mr.

Dillion will receive:

• severance payments equal to his monthly base salary for 12 months made in the course of our normal payroll cycle;

• pro rata bonus provided for the year of termination at the time of the regular payment based on actual performance outcomes;

• target bonus payable in substantially equal installments in accordance with the normal payroll cycle over the severance pay period;

• participation in our basic medical and life insurance programs during the period over which he receives severance payments, with his share of premiums deducted from the severance payments;

• continuation of his monthly car allowance payments if provided at the time of termination, during the severance period.

In addition, any outstanding equity awards will be treated as specified in the applicable plans and agreements.

Timothy Donovan Employment Agreement

Donovan’s employment agreement, dated December 31, 2021, if after the distribution Mr.

Donovan’s employment is terminated (i) by us for any reason other than “cause,” or (ii) by Mr.

Donovan for “good reason,” then subject to the execution and nonrevocation of a release of claims, Mr.

Donovan will receive:

• severance payments equal to his monthly base salary for 12 months made in the course of our normal payroll cycle;

• pro rata bonus provided for the year of termination at the time of the regular payment based on actual performance outcomes;

• target bonus payable in substantially equal installments in accordance with the normal payroll cycle over the severance pay period;

• participation in our basic medical and life insurance programs during the period over which he receives severance payments, with his share of premiums deducted from the severance payments;

• continuation of his monthly car allowance payments if provided at the time of termination, during the severance period.

In addition, any outstanding equity awards will be treated as specified in the applicable plans and agreements, which would include the right to continued vesting of his awards and option exercise terms as set forth in the Donovan Offer Letter.

Angela Kervin Employment Agreement

Kervin’s employment agreement, dated December 22, 2022, as amended effective January 31, 2023, if after the distribution Ms.

Kervin’s employment is terminated by us for any reason other than “cause,” then subject to the execution and nonrevocation of a release of claims, Ms.

Kervin will receive:

• severance payments equal to her monthly base salary for 12 months made in the course of our normal payroll cycle;

• pro rata bonus provided for the year of termination at the time of the regular payment based on actual performance outcomes;

• target bonus payable in substantially equal installments in accordance with the normal payroll cycle over the severance pay period;

• participation in our basic medical and life insurance programs during the period over which she receives severance payments, with her share of premiums deducted from the severance payments;

• continuation of her monthly car allowance payments if provided at the time of termination, during the severance period;

• relocation benefits to facilitate relocation to Argyle, Texas in the event of a “spin trigger termination.”

In addition, any outstanding equity awards will be treated as specified in the applicable plans and agreements.

Grant Shih Employment Agreement

Shih’s employment agreement, dated December 19, 2022, which provides for an employment commencement date of January 9, 2023, after Mr.

Shih commences employment, if his employment is terminated by us for any reason other than “cause,” then subject to the execution and nonrevocation of a release of claims, Mr.

Shih will receive:

• severance payments equal to his monthly base salary for 6 months (12 months after one year of employment with the company) made in the course of our normal payroll cycle;

• participation in our basic medical and life insurance programs during the period over which he receives severance payments, with his share of premiums deducted from the severance payments;

• continuation of his vehicle leasing arrangement if provided at the time of termination, during the severance period.

In addition, any outstanding equity awards will be treated as specified in the applicable plans and agreements.

Restrictive Covenants

Under their employment agreements, our executive officers are each subject to (i) non-disclosure and non-disparagement obligations, (ii) a two-year non-solicitation covenant and (iii) a two-year non-competition covenant (one-year for Mr.

provided that after the distribution such period of restriction is reduced to:

• 18 months in the case of Ms.

Scott if her employment is terminated (i) by us for any reason other than “cause,” (ii) by Ms.

Scott for “good reason,” (iii) by Ms.

Scott due to a “company breach termination,” or (iv) within two years following a “change in control”;

• one year in the case of Mr.

Dillon if his employment is terminated by us for any reason other than “cause”;

• one year in the case of Mr.

Donovan if his employment is terminated (i) by us for any reason other than “cause,” or (ii) by Mr.

Donovan for “good reason”;

• one year in the case of Ms.

Kervin if her employment is terminated by us for any reason other than “cause.”

Potential Payments Upon Termination or Change of Control

The amount of compensation and benefits payable to each NEO in various termination situations has been estimated in the table below, which describes the potential payments and benefits upon employment termination for each executive as if his or her employment had terminated as of September 29, 2023, the last business day of Vestis’ fiscal year.

See the sections titled “Offer Letters” and “Employment Agreements” above for a description of the compensation and benefits payable to each NEOs upon certain termination events.

The actual amount of compensation and benefits payable in any termination event can only be determined at the time of the termination of each NEO’s employment with the company.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

Name Retirement

Retirement with Notice

Termination for Cause

Termination Without Cause (1)

Change Of Control (2)

— — — — — — —

Cash Payment (Lump Sum) — — $ 1,000,000 — — $ 775,000 $ 775,000

Cash Payment (Over Time) — — — — — $ 2,325,000 $ 3,100,000

Acceleration of Unvested Equity (3)

— — $ 1,066,883 $ 1,066,883 — $ 683,339 $ 2,769,234

Benefit Continuation (4)

— — — — — $ 39,181 $ 76,467

Total — — $ 2,066,883 $ 1,066,883 — $ 3,822,520 $ 6,720,701

— — — — — — —

Cash Payment (Lump Sum) — — $ 1,000,000 — — — —

Cash Payment (Over Time) — — — — — $ 1,081,500 —

Acceleration of Unvested Equity (3)

— — $ 180,958 $ 180,958 — — $ 760,001

Benefit Continuation (4)

— — — — — $ 29,722 —

Total — — $ 1,180,958 $ 180,958 — $ 1,111,222 $ 760,001

Timothy Donovan

— — — — — — —

Cash Payment (Lump Sum) — — $ 1,000,000 — — — —

Cash Payment (Over Time) — — — — — $ 840,000 —

Acceleration of Unvested Equity (3)

— — $ 132,872 $ 132,872 — — $ 672,812

Benefit Continuation (4)

— — — — — $ 29,722 —

Total — — $ 1,132,872 $ 132,872 — $ 869,722 $ 672,812

Angela Kervin

— — — — — — —

Cash Payment (Lump Sum) — — $ 1,000,000 — — — —

Cash Payment (Over Time) — — — — — $ 720,000 —

Acceleration of Unvested Equity (3)

— — $ 116,493 $ 116,493 — — $ 826,774

Benefit Continuation (4)

— — — — — $ 26,121 —

Total — — $ 1,116,493 $ 116,493 — $ 746,121 $ 826,774

— — — — — — —

Cash Payment (Lump Sum) — — $ 1,000,000 — — — —

Cash Payment (Over Time) — — — — — $ 570,000 —

Acceleration of Unvested Equity (3)

— — — — — — —

Benefit Continuation (4)

— — — — — $ 29,722 —

Total — — $ 1,000,000 — — $ 599,722 —

__________________

(1) “Termination Without Cause” means termination without cause (as defined in employment arrangements, if applicable) in the absence of a change of control.

(2) Cash payments and benefit continuation included in this column will only be paid to or received by the named executive officers if they are terminated without cause (or, if applicable, resign for good reason) following a change of control (or they are terminated prior to such change of control either at the request of a party to the change of control transaction or otherwise in connection with or in anticipation of such change of control which subsequently occurs.).

Equity awards granted under the Aramark 2013 Stock Plan vest if the NEO is terminated without cause (or, if applicable, resigns for good reason) during the two-year period following the change of control.

With regard to performance-based equity, valuation is based on achieving target performance.

(3) Represents acceleration of unvested stock options, restricted stock units and performance stock units that would vest upon the occurrence of the specified event.

Calculations are based upon the closing price of Aramark common stock on the NYSE as of September 29, 2023 (representing the pre-Separation Aramark closing price of $34.70).

(4) Benefit continuation assumes the cost of benefits in connection with termination of employment for Health Insurance Premiums, Dental Insurance Premiums, Vision Insurance Premiums based on insurance premium rates in effect at the end of fiscal year 2023.

Director Compensation

During 2022 and 2023, we were not an independent public company and did not pay any compensation to non-employee directors.

Vestis’ non-employee director compensation program is in effect as of immediately following the Separation and is set forth below.

Vestis’ non-employee director compensation program will be subject to review and modification by Vestis’ Board of Directors or a committee thereof from time to time.

Annual Retainer

Vestis’ non-employee director compensation program provides the following:

(1) an annual cash retainer equal to $100,000 paid in four equal installments quarterly, in arrears;

and (2) an annual grant of Vestis equity with a grant date value equal to $140,000, which is generally granted on the date of Vestis’ annual meeting of stockholders for so long as the

director remains a member of Vestis’ Board of Directors.

On October 2, 2023, directors received an initial pro-rated grant in respect of the period following the Separation and ending on January 31, 2024 and will receive an annual grant on February 1, 2024.

Annual grants will vest subject to the director’s continued service on Vestis’ Board of Directors on the date of the subsequent annual meeting of stockholders (with the initial pro-rated annual grant to vest on January 31, 2024).

For the pro-rated grant made on October 2, 2023, and the shares in respect thereof are generally deliverable on the first day of the seventh month following the date the non-employee director ceases to serve on Vestis’ Board of Directors.

We expect that, with respect to future annual grants, directors will be entitled to elected whether to take delivery of the shares upon vesting or to defer delivery pursuant to our newly established deferred compensation plan.

Special Grant

In consideration for the independent advisory services provided by certain directors through the date of the Separation, upon the Separation such directors received a special grant of deferred stock units on October 2, 2023 with a grant date value equal to an amount determined by multiplying (1) the number of full and partial months from and including January 2023 to and including the month in which the Separation occurred by (2) $20,000, which deferred stock units were fully vested on the date of grant and are deliverable on the first day of the seventh month following the date the non-employee director ceases to serve on Vestis’ Board of Directors.

DIRECTOR COMPENSATION TABLE FOR FISCAL 2023

The following table details the compensation paid to our nonemployee directors for fiscal year 2023:

Name Fees Earned or Paid in Cash Fees Earned or Paid in Stock (1)

All Other Compensation Total

Phillip Holloman — $ 180,000 — — $ 180,000

Doug Pertz — $ 180,000 — — $ 180,000

Richard Burke — $ 180,000 — — $ 180,000

Tracy Jokinen — $ 180,000 — — $ 180,000

Lynne McKee — $ 180,000 — — $ 180,000

Mary Anne Whitney — $ 40,000 — — $ 40,000

Ena Williams — $ 180,000 — — $ 180,000

__________________

(1) Includes Advisory Board Director Fees of $20,000 per month earned during the service period prior to the Spin-off (representing 9 months of service for Mr.

Holloman, Pertz, Burke and Mrs.

McKee and Williams, and representing 2 months of service for Mrs.

Pre-Separation Director Fees were paid in the form of Vestis Deferred Stock Units Granted on October 2, 2023 and are immediately vested upon the grant date.

Deferred Compensation Plan

On November 28, 2023, the Vestis Compensation Committee adopted the Vestis’ Deferred Compensation Plan (the “Deferred Compensation Plan”).

Under the Deferred Compensation Plan, non-employee directors will be able to elect to defer all or a portion of their annual retainer, chair fees and annual equity compensation payable to the director pursuant to restricted stock unit awards or similar awards under the Company’s 2023 Long-Term Incentive Plan (“LTIP”).

Similarly, eligible executives (including the Company’s executive officers) may elect to defer all or a portion of their base salaries, annual incentives and equity compensation attributable to performance stock units and restricted stock units award(s) or similar awards under the LTIP.

Such deferral elections must be made in advance in accordance with rules and procedures determined under the Deferred Compensation Plan and will include an election as to the time and form of payment of deferred amounts.

All amounts deferred under the Plan will be credited to either an “equity account,” which is denominated in shares of Company common stock, or a “deferral account,” which is denominated in US dollars.

Under the Plan, deferrals of remuneration and compensation payable in cash are credited to deferral accounts and deferrals of equity-based awards are credited to equity accounts.

Equity accounts are also credited with additional stock units (“dividend equivalent units”) in the event that dividends are paid with respect to shares of the Company’s common stock.

Transfers between deferral accounts and equity accounts are not permitted.

Amounts credited to equity accounts (including dividend equivalent units related to deferred equity awards) are subject to the same vesting conditions as would have applied had the stock-based award not been deferred.

Deferral accounts under the Plan are credited with earnings at a rate equal to Moody’s Corporate Baa Bond Index rate as of the month of October for the year preceding the year to which the rate applies or based on such other hypothetical investments

determined by the administrator from time to time.

Amounts payable from a participant’s deferral account will be settled in cash.

Amounts credited to equity accounts are settled in shares of the Company’s common stock from the shares reserved under the LTIP (with cash being issued for any fractional share amounts distributed).

The right of each participant to receive payments or distributions under the Plan is that of a general, unsecured creditor of the Company.

The Deferred Compensation Plan is effective as of January 1, 2024 and will apply to deferrals of remuneration and compensation otherwise payable for periods after (or equity-based awards granted after) December 31, 2023.

Vestis Corporation 2023 Long-Term Incentive Plan

The material terms of the Vestis Corporation 2023 Long-Term Incentive Plan (the “Plan”) are summarized below.

The purpose of the Plan is to provide a means through which Vestis and its affiliates may attract and retain key personnel and to provide a means whereby Vestis’ directors, officers, employees, consultants and advisors can acquire and maintain an equity interest in Vestis, or be paid incentive compensation, which may (but need not) be measured by reference to the value of Vestis’ common stock, thereby strengthening their commitment to Vestis’ welfare and aligning their interests with those of Vestis’ stockholders.

Employees and directors of Vestis or any of its affiliates as well as certain consultants or advisors to Vestis or any of its affiliates are eligible to participate in the Plan (collectively, “Eligible Persons”).

The Plan is administered by the Compensation and Human Resources Committee.

The types of awards that may be granted under the Plan are incentive stock options (“ISOs”), nonqualified stock options (“NQOs,” which together with ISOs are referred to collectively as “Options”), stock appreciation rights (“SARs”), and full value awards (including restricted stock, restricted stock units, performance shares and performance units) (“Full Value Awards”).

The Plan provides that the total number of shares of Vestis common stock that may be issued under the Plan is the sum of (a) the number of shares of Vestis common stock subject to awards that have been converted from Aramark awards, including, in the case of performance-based awards, the number of shares that may be delivered if the maximum performance metrics are satisfied, and (b) 15 million, in each case, subject to adjustment pursuant to the terms of the Plan.

The Plan provides that the sum of any cash compensation or other compensation and the value of any awards granted to an outside director as compensation for services as a director during the period beginning on the date of one regular annual meeting of Vestis’ shareholders until the date of the next regular annual meeting of Vestis’ stockholders may not exceed $1 million.

The Vestis Committee may make exceptions to this limit for individual directors in exceptional circumstances.

The exercise price for any outstanding Option or the strike price of a SAR may not be decreased after the date of grant.

In the event of a corporate transaction involving Vestis (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the Compensation and Human Resources Committee shall adjust the terms of the Plan and awards to preserve the benefits or potential benefits of the Plan or the awards as determined in its sole discretion.

Unless otherwise specifically prohibited under applicable laws or by the rules and regulations of any applicable governmental agencies or national securities exchange, or unless otherwise provided by the Vestis Compensation and Human Resources Committee in the award agreement, in a participant’s employment agreement or other individual service agreement with Vestis or an affiliate in an individual severance or other similar agreement between Vestis (or an affiliate) and a participant, the following rules will apply to awards under the Plan in the event of a Change of Control (as defined in the Plan):

(a) Upon a Change of Control, (i) any performance conditions applicable to Full Value Awards outstanding under the Plan as of the date of the Change of Control will be deemed to have been achieved at the target level of performance for the performance period in effect on the date of the Change of Control and such awards shall thereafter not be subject to any performance conditions, unless the awards will be continued after the Change of Control and the Vestis Committee reasonably determines that, from and after the Change of Control, performance applicable to Full Value Awards can be determined with respect to the performance period in effect on the date of the Change of Control on substantially the same basis as applied immediately prior to the Change of Control.

(b) If, upon a Change of Control, then-outstanding awards under the Plan are continued under the Plan or are assumed by a successor to Vestis and/or awards in other shares or securities are substituted for then-outstanding awards under the Plan (which continued, assumed, and/or substituted awards are referred to collectively herein as “Replacement Awards”), then:

(i) each participant’s Replacement Awards will continue in accordance with their terms;

and (ii) with respect to any participant whose termination date has not occurred as of the Change of Control, if the participant’s termination date occurs by reason of a covered terminated within two years following the Change of Control, then (1) all of the participant’s outstanding Replacement Awards that are Full Value Awards will be fully vested upon his or her termination date and generally will be settled or paid within 30 days after the termination date, and (2) in the case of any Replacement Awards that are Options or SARs, the Replacement Award will be fully vested and exercisable as of the termination date and the exercise period will extend for 24 months following the termination date or, if earlier, the expiration date of the Option or SAR.

(c)If, upon a Change of Control, awards are not continued or replaced, all then-outstanding awards will become fully vested upon the Change of Control and will be canceled in exchange for a cash payment or other consideration generally provided to stockholders in the Change of Control equal to the then-current value of the award, determined as though the award was fully vested and exercisable (as applicable) and any restrictions applicable to such award had lapsed immediately prior to the Change of Control;

provided, however, that in the case of an Option or SAR, the amount of such payment may be equal to the excess of the aggregate per share consideration to be paid with respect to the cancellation of the Option or SAR over the aggregate exercise price of the Option or SAR (but not less than zero).

For the avoidance of doubt, in the case of any Option or SAR with an exercise price that is greater than the per share consideration to be paid with respect to the cancellation of the Option or SAR, the consideration to be paid with respect to cancellation of the Option or SAR may be zero.

Any awards under the Plan and any shares of Vestis common stock or cash issued pursuant to the Plan shall be subject to Vestis’ compensation recovery, clawback, and recoupment policies as in effect from time to time.

The information required under this item is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation 14A under the captions “Executive Compensation” and “2024 Director Compensation”, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year ended September 27, 2024.

Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters

Securities Owned by Certain Beneficial Owners

The following table sets forth information concerning those persons believed by us to be beneficial owners of more than 5% of our outstanding common stock as of the consummation of the Separation on September 30, 2023.

This information is based on the most recent Schedule 13G (or Schedule 13G/A) filed with the SEC by the following investors with respect to their ownership of Aramark common stock as of September 29, 2023, and adjusted by the distribution ratio of one share of our common stock for every two shares of Aramark common stock used in the separation transaction from Aramark.

The table utilizes our approximately 131 million shares of common stock outstanding following the Separation.

In general, “beneficial ownership” includes those shares that a person has the sole or shared power to vote or dispose of, including shares that the person has the right to acquire within 60 days.

Name and Address of

Beneficial Owner Title of Security Amount and Nature of

Beneficial Ownership Percentage of

Capital International Investors (1)

Common Stock 14,036,726 10.7 %

The Vanguard Group (2)

Common Stock 12,143,842 9.3 %

Royal Bank of Canada (3)

Common Stock 8,500,703 6.5 %

__________________

(1) Information based on a Schedule 13G/A filed February 13, 2023 by Capital International Investors, with respect to Aramark common stock, reporting beneficial ownership by Capital International Investors consisting of sole voting power with respect to 27,107,502 Aramark shares and sole dispositive power with respect to 28,073,452 shares.

The address of Capital International Investors is 333 South Hope Street, 55th Fl, Los Angeles, CA 90071.

(2) Information based on a Schedule 13G/A filed February 9, 2023 by The Vanguard Group, with respect to Aramark common stock, reporting beneficial ownership by The Vanguard Group, and certain of its subsidiaries, consisting of shared voting power with respect to 163,521 Aramark shares, sole dispositive power over 23,783,996 Aramark shares and shared dispositive power over 503,688 Aramark shares.

The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.

(3) Information based on a Schedule 13G/A filed February 14, 2023 by RBC Capital Markets, LLC, with respect to Aramark common stock, reporting beneficial ownership by RBC Capital Markets, LLC, consisting of shared voting power and shared dispositive power over 17,001,405 Aramark shares.

The address of RBC Capital Markets, LLC is 200 Vesey Street, New York, NY 10281.

Stock Ownership of Directors and Executive Officers

The following table sets forth information concerning the beneficial ownership of Vestis common stock as of December 1, 2023 by (i) each director, (ii) each of the named executive officers and (iii) all Vestis directors and executive officers as a group.

Each person has the sole power to vote and dispose of the shares he or she beneficially owns.

Name Amount and Nature of Beneficial Ownership Percentage of Class

Phillip Holloman (1)

Doug Pertz (1)

Lynn McKee (2)

Kim Scott (3)

Mary Anne Whitney (1)

Ena Williams (1)

Rick Dillon (4)

Timothy Donovan (5)

Angela Kervin (6)

Directors and Executive Officers as a Group (12 Persons) (7)

__________________

* Less than one percent.

(1) Does not include 10,583 (2,352 in the case of Ms.

Whitney) deferred stock units that are vested and settled seven months after termination of service as a director.

(2) Includes beneficial ownership of shares held by a limited partnership for which Ms.

McKee serves as a general partner and shares held in trusts over which Ms.

McKee may be deemed to have investment control and 22,588 shares over which family members of Ms.

McKee have voting or investment power.

(3) Shares shown as beneficially owned by Ms.

Scott include 42,626 shares subject to options that are vested or vest within 60 days of December 1, 2023.

(4) Shares shown as beneficially owned by Mr.

Dillon include 14,174 shares subject to options that are vested or vest within 60 days of December 1, 2023.

(5) Shares shown as beneficially owned by Mr.

Donovan include 14,234 shares subject to options that are vested or vest within 60 days of December 1, 2023.

(6) Shares shown as beneficially owned by Ms.

Kervin include 5,847 shares subject to options that are vested or vest within 60 days of December 1, 2023.

(7) Shares shown as beneficially owned by all directors and executive officers as a group reflect 76,881 shares subject to stock options exercisable as of December 1, 2023 or within 60 days of December 1, 2023.

Certain Relationships and Related Transactions, and Director Independence.

Agreements with Aramark

Prior to the Separation, we were wholly owned by Aramark.

Following the Separation, we and Aramark operate separately, each as an independent public company.

Prior to the Separation, we and Aramark entered into the separation and distribution agreement.

We also entered into various other agreements that outline the terms and conditions of the separation and distribution and provide a framework for our relationship with Aramark after the Separation, such as the transition services agreement, tax matters agreement and the employee matters agreement.

The summaries of each of the agreements listed above are qualified in their entireties by reference to the full text of the applicable agreements, forms of which are filed as exhibits to this Annual Report.

Separation and Distribution Agreement

Transfer of Assets and Assumption of Liabilities

The separation and distribution agreement identifies the assets transferred, the liabilities assumed and the contracts transferred to each of us and Aramark as part of the Separation of us from Aramark into an independent, publicly traded company, and provides for when and how these transfers and assumptions occur.

In particular, the separation and distribution agreement provides that, among other things, subject to the terms and conditions contained therein:

• certain assets related to us, which this Annual Report refers to as the “Vestis Assets,” are retained by or transferred to us or one of our subsidiaries.

Subject to certain exceptions, assets that are exclusively related to us are Vestis Assets;

• certain liabilities related to us or the Vestis Assets, which this Annual Report refers to as the “Vestis Liabilities,” are retained by or transferred to us.

Subject to certain exceptions, liabilities that arise out of or are resulting from us, including liabilities of various legal entities that are subsidiaries of us following the separation, are Vestis Liabilities;

• all of the assets and liabilities (including whether accrued, contingent or otherwise) other than the Vestis Assets and the Vestis Liabilities (such assets and liabilities, other than the Vestis Assets and the Vestis Liabilities, this Annual Report refers to as the “Aramark Assets” and “Aramark Liabilities,” respectively) are retained by or transferred to Aramark.

Except as expressly set forth in the separation and distribution agreement or any ancillary agreement, neither us nor Aramark made any representation or warranty as to the assets, business or liabilities transferred or assumed as part of the Separation, as to any approvals or notifications required in connection with the transfers, as to the value of or the freedom from any security interests of any of the assets transferred, as to the absence or presence of any defenses or right of setoff or freedom from counterclaim with respect to any claim or other asset of either of us or Aramark, or as to the legal sufficiency of any document or instrument delivered to convey title to any asset or thing of value transferred in connection with the separation.

All assets were transferred on an “as is,” “where is” basis, and the respective transferees bear the economic and legal risks that any conveyance prove to be insufficient to vest in the transferee good and marketable title, free and clear of all security interests, that any necessary consents or governmental approvals are not obtained, or that any requirements of law, agreements, security interests or judgments are not complied with.

Information in this Annual Report with respect to the assets and liabilities of the parties following the Separation is presented based on the allocation of such assets and liabilities pursuant to the separation and distribution agreement, unless the context otherwise requires.

The separation and distribution agreement provides that in the event that the transfer of certain assets and liabilities (or a portion thereof) to us or Aramark, as applicable, did not occur prior to the Separation, then until such assets or liabilities (or a portion thereof) are able to be transferred, we or Aramark, as applicable, will hold such assets on behalf and for the benefit of the transferee, and will pay, perform and discharge such liabilities, for which the transferee will reimburse us or Aramark, as applicable, for all commercially reasonable payments made in connection with the performance and discharge of such liabilities.

The separation and distribution agreement also governs the rights and obligations of the parties regarding the distribution following the completion of the Separation.

On the distribution date, Aramark distributed to its stockholders that hold Aramark common stock as of the record date for the distribution all of the issued and outstanding shares of our common stock (other than a number of shares of Vestis common stock (less than 1% of Vestis’ issued and outstanding shares of common stock upon the distribution) which were contributed to a donor advised fund in order to fund charitable contributions) on a pro rata basis on the basis of one Vestis share for every two Aramark shares held.

Stockholders received cash in lieu of any fractional shares.

In general, each party to the separation and distribution agreement assumes liability for all pending, threatened and unasserted legal matters arising from its own business or its assumed or retained liabilities and will indemnify the other party for any liability to the extent arising out of or resulting from such assumed or retained legal matters.

The separation and distribution agreement provides that we and our affiliates release and discharge Aramark and its affiliates from all liabilities assumed by us as part of the separation, from all acts and events occurring or failing to occur, and all conditions existing, on or before the distribution date arising from us, the Vestis Assets and the Vestis Liabilities

and from all liabilities existing or arising in connection with the implementation of the separation, except as expressly set forth in the separation and distribution agreement.

Aramark and its affiliates release and discharge us and our affiliates from all liabilities retained by Aramark and its affiliates as part of the separation, from all acts and events occurring or failing to occur, and all conditions existing, on or before the distribution date arising from the Aramark Business, the Aramark Assets and the Aramark Liabilities, and from all liabilities existing or arising in connection with the implementation of the separation, except as expressly set forth in the separation and distribution agreement.

These releases do not extend to obligations or liabilities under any agreements between the parties that remain in effect following the separation, which agreements include the separation and distribution agreement and the other agreements described “Item 13.

The information required under this item is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation 14A under the captions “Beneficial Ownership of Our Common Stock” and “Equity Compensation Plan Information”, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year ended September 27, 2024.

Certain Relationships and Related Transactions, and Director Independence.

Indemnification

In the separation and distribution agreement, we agree to indemnify, defend and hold harmless Aramark, each of their respective affiliates, and each of Aramark’s affiliates’ directors, officers, employees and agents, from and against all liabilities arising out of or resulting from:

• the Vestis Liabilities;

• Our failure or the failure of any other person to pay, perform or otherwise promptly discharge any of the Vestis Liabilities, in accordance with their respective terms, whether prior to, at or after the distribution;

• except to the extent arising from an Aramark Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of us by Aramark that survives the distribution;

• any breach by us of the separation and distribution agreement or any of the ancillary agreements;

• any untrue statement or alleged untrue statement or omission or alleged omission of a material fact in the Form 10-12B/A filed with the SEC on September 6, 2023 or other related disclosure document (as amended or supplemented), except for any such statements or omissions made explicitly in Aramark’s name.

Aramark agrees to indemnify, defend and hold harmless us, each of our affiliates and each of our affiliates’ directors, officers, employees and agents from and against all liabilities arising out of or resulting from:

• the Aramark Liabilities;

• the failure of Aramark or any other person to pay, perform or otherwise promptly discharge any of the Aramark Liabilities in accordance with their respective terms whether prior to, at or after the distribution;

• except to the extent arising from a Vestis Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support agreement, arrangement, commitment or understanding for the benefit of Aramark by us that survives the distribution;

• any breach by Aramark of the separation and distribution agreement or any of the ancillary agreements;

• any untrue statement or alleged untrue statement or omission or alleged omission of a material fact made explicitly in Aramark’s name in the Form 10-12B/A filed with the SEC on September 6, 2023 or other related disclosure document (as amended or supplemented).

The separation and distribution agreement also establishes procedures with respect to claims subject to indemnification and related matters.

Indemnification with respect to taxes, and the procedures related thereto, are governed by the tax matters agreement.

The separation and distribution agreement provides for the allocation between the parties of rights and obligations under existing insurance policies with respect to occurrences prior to the distribution and sets forth procedures for the administration of insured claims and related matters.

Further Assurances

In addition to the actions specifically provided for in the separation and distribution agreement, except as otherwise set forth therein or in any ancillary agreement, we and Aramark agreed in the separation and distribution agreement to use reasonable best efforts, prior to, on and after the distribution date, to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective the transactions contemplated by the separation and distribution agreement and the ancillary agreements.

Dispute Resolution

The separation and distribution agreement contains provisions that govern, except as otherwise provided in any ancillary agreement, the resolution of disputes, controversies or claims that may arise between us and Aramark related to the separation or distribution and that are unable to be resolved through good faith discussions between us and Aramark.

If such efforts are not successful, one of the parties in dispute may submit the dispute, controversy or claim to nonbinding mediation and if such efforts are still not successful, either party may (i) commence binding arbitration if the amount in dispute is less than $100,000,000 and the dispute does not involve primarily non-monetary relief or (ii) commence litigation if the amount in dispute totals $100,000,000 or more or involves primarily non-monetary relief, in each case subject to or as otherwise set forth in the provisions of the separation and distribution agreement.

Except as expressly set forth in the separation and distribution agreement or in any ancillary agreement, the party incurring the expense will be responsible for all fees, costs and expenses incurred in connection with the separation prior to the distribution date.

Other Matters

Other matters governed by the separation and distribution agreement include, among others, approvals and notifications of transfer, termination of intercompany agreements, shared contracts, financial information certifications, transition committee provisions, confidentiality, access to and provision of records, privacy and data protection, production of witnesses, privileged matters and financing arrangements.

Amendment and Termination

The separation and distribution agreement provides that no provision of the separation and distribution agreement or any ancillary agreement may be waived, amended, supplemented or modified by a party without the written consent of the party against whom it is sought to enforce such waiver, amendment, supplement or modification.

After the distribution date, the separation and distribution agreement may not be terminated, except by an agreement in writing signed by both us and Aramark.

Transition Services Agreement

We and Aramark entered into a transition services agreement in connection with the separation pursuant to which we and Aramark and our respective affiliates will provide each other, on an interim, transitional basis, various services, including, but not limited to, administrative, information technology and cybersecurity support services and certain finance, treasury, tax and governmental function services.

The services will be provided in a manner consistent with past practices or otherwise how such services were currently performed within Aramark.

The pricing is expected to be on a cost or cost-plus basis (based on actual costs incurred by the party rendering the services plus a fixed percentage) or an hourly rate.

The party receiving each transition service will be provided with reasonable information that supports the charges for such transition service by the party providing the service.

The services commenced on the distribution date and terminate no later than 24 months following the distribution date.

The receiving party may terminate any services by giving prior written notice to the provider of such services and paying any applicable wind-down charges.

Subject to certain exceptions, the liabilities of each party providing services under the transition services agreement will generally be limited to the aggregate charges actually paid to such party by the other party in the prior 12 months (or such shorter period if 12 months have not elapsed) pursuant to the transition services agreement.

The transition services agreement also provide that the provider of a service will not be liable to the recipient of such service for any lost profits, special, indirect, incidental, consequential, punitive, exemplary, remote, speculative or similar damages.

Tax Matters Agreement

In connection with the separation, we and Aramark entered into a tax matters agreement that governs the parties’ respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes.

The tax matters agreement provides special rules that allocate tax liabilities in the event the distribution or certain related transactions fail to qualify as transactions that are tax-free for U.S.

federal income tax purposes (other than any cash that Aramark stockholders receive in lieu of fractional shares).

Under the tax matters agreement, we will generally agree to indemnify Aramark and its affiliates against any and all tax-related liabilities incurred by them relating to the distribution and certain related transactions, to the extent caused by any representation by us being incorrect or an acquisition of our stock or assets or by any other action undertaken or failure to act by us.

This indemnification will apply even if Aramark has permitted us to take an action that would otherwise have been prohibited under the tax-related covenants described below.

Pursuant to the tax matters agreement, we agreed to covenants that contain restrictions intended to preserve the tax-free status of the distribution and certain related transactions.

We may take certain actions prohibited by these covenants only if we obtain and provide to Aramark an IRS ruling or an opinion from a U.S.

tax counsel or accountant of recognized national standing, in each case satisfactory to Aramark in its sole and absolute discretion, to the effect that such action would not jeopardize the tax-free status of these transactions, or if we obtain prior written consent of Aramark, in its sole and absolute discretion, waiving such requirement.

We are barred from taking any action, or failing to take any action, where such action or failure to act adversely affects or could reasonably be expected to adversely affect the tax-free status of these transactions, for all relevant time periods.

During the period ending two years after the date of the distribution, the tax matters agreement will include specific restrictions on our (i) discontinuing the active conduct of our trade or business;

(ii) issuance or sale of stock or other securities (including securities convertible into our stock, but excluding certain compensatory arrangements);

(iii) liquidating or merging or consolidating with any other person;

(iv) amending our certificate of incorporation (or other organizational documents) or taking any other action, whether through a stockholder vote or otherwise, affecting the voting rights of our common stock;

(v) sales of assets outside the ordinary course of business;

and (vi) entering into any other corporate transaction which would cause us to undergo a 50% or greater change in its stock ownership in the aggregate.

Employee Matters Agreement

We and Aramark entered into an employee matters agreement in connection with the Separation to allocate liabilities and responsibilities relating to employment matters, employee compensation and benefits plans and programs and other related matters.

The employee matters agreement governs certain compensation and employee benefit obligations with respect to former employees of Aramark and current employees and non-employee directors of each company.

The employee matters agreement provides that, unless otherwise specified, each party is responsible for liabilities associated with current and former employees of such party and its subsidiaries for purposes of post-separation compensation and benefits matters.

The employee matters agreement also governs the terms of equity-based awards granted by Aramark prior to

the separation.

See “Treatment of Equity-Based Compensation” below.

Treatment of Equity-Based Compensation

In connection with the separation and distribution, Aramark equity-based awards that are outstanding immediately prior to the Separation either remained awards in respect of Aramark common stock or converted into awards in respect of Vestis common stock, in each case adjusted to reflect the separation and distribution.

Generally, equity awards held by an individual who is an employee of Vestis following the separation and distribution (a “Vestis Employee”) was converted into awards in respect of Vestis common stock, and awards held by employees who remained employed by Aramark following the separation and distribution and former employees as of immediately prior to the Separation remained awards in respect of Aramark common stock.

Specifically, awards held by Vestis Employees are treated as follows:

Restricted Stock Units (“RSUs”).

Each RSU award with respect to Aramark common stock held by a Vestis Employee was converted into an RSU award with respect to Vestis common stock, with the number of shares of Vestis common stock subject to each such converted RSU award adjusted in a manner intended to preserve the aggregate intrinsic value of the Aramark RSU award as measured immediately before and immediately after the separation and distribution, subject to rounding.

Such adjusted Vestis RSU award is otherwise subject to the same terms and conditions as those that applied to the Aramark RSU award immediately prior to the separation and distribution.

Performance Stock Units (“PSUs”).

Each PSU award with respect to Aramark common stock held by a Vestis Employee was converted into a PSU award with respect to Vestis common stock, with the number of shares of Vestis common stock subject to each such converted PSU award adjusted in a manner intended to preserve the aggregate intrinsic value of the Aramark PSU award at maximum as measured immediately before and immediately after the separation and distribution, subject to rounding.

Such adjusted Vestis PSU award is otherwise subject to the same terms and conditions as those that applied to the Aramark PSU award immediately prior to the separation and distribution, other than with respect to the performance goals, which (i) for the first two years of the 2022-2024 performance period, was measured and established by the Compensation Committee of the Aramark Board of Directors in November 2023 and (ii) for all other performance years and periods applicable to the Vestis PSUs, was established by the Compensation and Human Resources Committee of the Vestis Board of Directors in November 2023.

Stock Options.

Each stock option to acquire a share of Aramark common stock held by a Vestis Employee following the Separation was converted into an award of stock options with respect to Vestis common stock.

The exercise price of, and number of shares subject to, each such converted stock option award was adjusted in a manner intended to preserve the aggregate intrinsic value of the Aramark stock option award as measured immediately before and immediately after the Separation, subject to rounding.

Such adjusted stock option award is otherwise subject to the same terms and conditions that applied to the original Aramark award immediately prior to the Separation.

Other Arrangements

We entered into the following commercial agreements with Aramark and its related entities.

Uniform and Workplace Supplies Rental Services Agreements

We entered into agreements under which we provide uniform and workplace supplies rental services to Aramark businesses in the United States.

We recorded associated revenues of $45.2 million, $39.0 million and $28.4 million for the fiscal years ended September 29, 2023, September 30, 2022 and October 1, 2021, respectively, in connection with such agreements.

In connection with the separation, we entered into a master agreement with Aramark that consolidated the existing agreements and governs our provision of uniform and workplace supplies rental services to Aramark.

We entered into an agreement under which we provide uniform and workplace supplies rental services to Aramark businesses and to third party members of Aramark-owned group purchasing organizations (“GPOs”) in Canada, including Complete Purchasing Services, Quasep, and Gespra.

We recorded associated revenues of $4.5 million, $3.5 million $2.2 million for the fiscal years ended September 29, 2023, September 30, 2022 and October 1, 2021, respectively, and made associated payments to Aramark of $0.3 million, $0.4 million and $0.2 million for the fiscal years ended September 29, 2023, September 30, 2022 and October 1, 2021, respectively, in connection with such agreement.

We intend for this agreement to continue after the separation.

Uniforms and Workplace Supplies Direct Sale Agreements

We sell uniforms and workplace supplies to Aramark businesses in the United States and Canada.

We recorded associated revenues of $8.6 million, $8.0 million and $7.3 million for the fiscal years ended September 29, 2023,

September 30, 2022 and October 1, 2021, respectively, in connection with such transactions.

In connection with the separation, we expect to enter into a master agreement that governs the direct sale of uniforms and workplace supplies to Aramark in the United States and Canada.

Avendra Agreements

We entered into an agreement under which we provide uniform and workplace supplies rental services to third party members of Avendra, an Aramark owned GPO, in the United States.

We recorded associated revenues of $0.5 million, $0.5 million and $0.1 million for the fiscal years ended September 29, 2023, September 30, 2022 and October 1, 2021, respectively, and made associated payments to Aramark of $14,000, $15,000 and $1,000 for the fiscal years ended September 29, 2023, September 30, 2022 and October 1, 2021, respectively, in connection with such agreement.

We intend for this agreement to continue after the separation.

We entered into an agreement effective September 2021 under which we provide uniform and workplace supplies rental services to third party members of Avendra in Canada.

We recorded associated revenues of $0.2 million, $0.1 million and $0.1 million for the fiscal years ended September 29, 2023, September 30, 2022 and October 1, 2021, respectively, and made associated payments to Aramark of $3,000, $7,000 and zero for the fiscal years ended September 29, 2023, September 30, 2022 and October 1, 2021, respectively, in connection with such agreement.

We intend for this agreement to continue after the separation.

We purchase certain products directly from third-party suppliers on terms negotiated by Avendra.

These purchases were made by us as an affiliate of Aramark.

We entered into an agreement under which we will continue to purchase products from third-party suppliers as a member of Avendra after the separation.

We made payments to such third-party suppliers of $5.9 million, $5.3 million and $5.0 million for the fiscal years ended September 29, 2023, September 30, 2022 and October 1, 2021, respectively, in connection with such purchases made through Avendra.

After the separation, we will pay Aramark a nominal procurement fee in connection with purchases made under this agreement.

Breakroom Services Agreements

We entered into agreements under which we receive coffee and other breakroom-related services and supplies from Aramark Refreshment Services, a subsidiary of Aramark.

We made associated payments to Aramark of $0.5 million, $0.5 million and $0.4 million for the fiscal years ended September 29, 2023, September 30, 2022 and October 1, 2021, respectively, in connection with such agreements.

We intend for these agreements to continue after the separation.

Procedures for Approval of Related Persons Transactions

We have a written Related Person Transaction Approval Policy regarding the review, approval and ratification of transactions between Vestis and related persons of Vestis.

This policy applies to any transaction or series of transactions in which Vestis or a subsidiary is a participant, the amount involved exceeds $120,000 and a “Related Person” (as defined in Item 404(a) of SEC Regulation S-K) has a direct or indirect material interest;

provided, however, that our Board of Directors determined that certain transactions not required to be reported pursuant to Item 404(a) of SEC Regulation S-K are not considered to be transactions covered by the policy.

Under the policy, a related person transaction must be reported to our General Counsel and be reviewed and approved or ratified by the Audit Committee (or disinterested members of our Board of Directors) in accordance with the terms of the policy, prior to the effectiveness or consummation of the transaction, whenever practicable.

The Audit Committee reviews all relevant information available to it about the potential related person transaction.

The Audit Committee, in its sole discretion, may impose such conditions as it deems appropriate on the company or the Related Person in connection with the approval of the Related Person transaction.

The information required under this item is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation 14A, under the captions “Review of Related Party Transactions” and "Independence of Directors”, which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year ended September 27, 2024.

Principal Accounting Fees and Services.

Deloitte & Touche LLP ("Deloitte") has served as the Company’s independent registered public accounting firm since 2023.

Set forth below is information relating to the aggregate fees billed by Deloitte for professional services rendered for fiscal 2023 as well as a description of each fee category.

Due to the timing of the spin-off from Aramark, the Vestis full Board was not appointed and its committees were not fully constituted during most of fiscal 2023.

As a result, the majority of the services presented in the table below were approved by Aramark’s audit committee.

(in thousands)

Audit Fees (1)

Audit-related Fees

All Other Fees

(1) Audit fees include fees and expenses for procedures related to the audit of Vestis Form 10-12B/A registration statement for the fiscal years ended September 30, 2022 and October 1, 2021, the audit of annual financial statements for the year ended September 29, 2023, and the review of interim financials for the year to date periods ended December 30, 2022, December 31, 2021, June 30, 2023 and July 1, 2022.

Policy for the Pre-Approval of Audit and Permissible Non-Audit Services

The Audit Committee annually reviews and pre-approves the services that may be provided by the Company’s independent registered public accounting firm without obtaining further specific pre-approval from the Audit Committee.

The Audit Committee has also adopted a Pre-Approval Policy that contains a list of pre-approved services, which the Audit Committee may revise from time to time, based on subsequent determinations.

The Audit Committee has delegated pre-approval authority to the chairman of the Audit Committee, or in his absence or unavailability, to another specified member of the Audit Committee.

The chairman of the Audit Committee or such specified member will report any pre-approval decisions to the Audit Committee at its next scheduled meeting.

The information required under this item is incorporated by reference to the Company’s definitive proxy statement pursuant to Regulation 14A under the caption “Proposal 4:

Ratification of Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm,” which will be filed with the Securities and Exchange Commission no later than 120 days after the close of the Company’s fiscal year ended September 27, 2024.

Exhibits, Financial Statement Schedules.

5 unchanged sentences

10.1† Transition Services Agreement, dated as of September 29, 2023, by and between Aramark and Vestis Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 2, 2023;

10.2† Tax Matters Agreement, dated as of September 29, 2023, by and between Aramark and Vestis C orporation (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed October 2, 2023;

10.2† Tax Matters Agreement, dated as of September 29, 2023, by and between Aramark and Vestis Corporation (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed October 2, 2023;

10.3 Employee Matters Agreement, dated as of September 29, 2023, by and between Aramark and Vestis Corporation (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed October 2, 2023;

4 unchanged sentences

Form of Deferred Stock Unit Award Agreement Pursuant to the Vestis Corporation 2023 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed October 2, 2023;

Form of Restricted Stock Unit Award Agreement Pursuant to the Vestis Corporation 2023 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed October 2, 2023;

Form of Stock Option Award Agreement Pursuant to the Vestis Corporation 2023 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed October 2, 2023;

Form of Performance Stock Unit Award Agreement Pursuant to the Vestis Corporation 2023 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed October 2, 2023;

Offer Letter, dated as of September 20, 2021, by and between Aramark and Kim Scott (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form 10 filed on September 6, 2023;

10.12+ Agreement Relating to Employment and Post-Employment Competition, dated as of September 20, 2021, by and between Aramark and Kim Scott (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form 10 filed on September 6, 2023;

10.13+* Offer Letter, dated as of February 22, 2022, by and between Aramark and Rick Dillon

10.14+ Agreement Relating to Employment and Post-Employment Competition, dated as of February 25, 2022, by and between Aramark and Rick Dillon (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form 10 filed on September 6, 2023;

10.15+* Offer Letter, dated as of December 31, 2021, by and between Aramark and Timothy Donovan

10.8+* Form of Restricted Stock Unit Award Agreement Pursuant to the Vestis Corporation 2023 Long-Term Incentive Plan

10.9+* Form of Stock Option Award Agreement Pursuant to the Vestis Corporation 2023 Long-Term Incentive Plan

10.10+* Form of Performance Stock Unit Award Agreement Pursuant to the Vestis Corporation 2023 Long-Term Incentive Plan

10.11+* Third Amended and Restated Stock Incentive Plan of Aramark (which governs certain pre-Separation awards per the terms of the Employee Matters Agreement)

10.12+* Form of Aramark Stock Option Award Agreement (which governs certain pre-Separation awards per the terms of the Employee Matters Agreement)

10.13+* Form of Aramark Restricted Stock Award Agreement (which governs certain pre-Separation awards per the terms of the Employee Matters Agreement)

10.14+* Form of Aramark Performance Stock Unit Award Agreement (which governs certain pre-Separation awards per the terms of the Employee Matters Agreement)

10.15+ Offer Letter, dated as of December 31, 2021, by and between Aramark and Timothy Donovan (incorporated by reference to Exhibit 10.1 5 to the Company’s Annual Report on Form 10 -K filed on December 21 , 2023;

10.16+ Agreement Relating to Employment and Post-Employment Competition, dated as of December 31, 2021, by and between Aramark and Timothy Donovan (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form 10 filed on September 6, 2023;

10.17+* Offer Letter, dated as of December 22, 2022, by and between Aramark and Angela J.

Agreement Relating to Employment and Post-Employment Competition, dated as of December 22, 2022, by and between Aramark and Angela J.

Kervin (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form 10 filed on September 6, 2023;

Amendment to Agreement Relating to Employment and Post-Employment Competition, dated as of January 31, 2023, by and between Aramark and Angela J.

Kervin (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form 10 filed on September 6, 2023;

10.17+* Summary of modification to Timothy R.

Donovan Offer Letter, Agreement Relating to Employment and Post-Employment Competition and Outstanding Equity Awards with “Retirement with Notice” Provisions dated September 24, 2024

Offer Letter, dated as of July 28, 2023, by and between Aramark and Christopher R.

Synek (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form 10 filed on September 6, 2023;

Agreement Relating to Employment and Post-Employment Competition, dated as of August 30, 2023, by and between Aramark Services, Inc.

and Christopher R.

Synek (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form 10 filed on September 6, 2023;

Form of Director Letter (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form 10 filed on September 6, 2023;

10.21+ Vestis Corporation Management Incentive Bonus Plan (incorporated by reference to Exhibit 10.

1 to the Company’s Current Report on Form 8-K filed on December 1, 2023;

10.21+ Vestis Corporation Management Incentive Bonus Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 1, 2023;

Vestis Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 1, 2023;

Offer Letter, dated as of November 18, 2022, by and between Aramark and Grant Shih

Agreement Relating to Employment and Post-Employment Competition, dated as of November 18, 2022 , by and between Aramark and Grant Shih

Separation Agreement and General Release, dated as of February 5, 2024, by and between Vestis Services, LLC and Christopher R.

Form of Director Restricted Stock Unit Award Agreement Pursuant to the Vestis Corporation 2023 Long-Term Incentive Plan

Amendment No.

1, dated as of February 22, 2024, among Vestis Corporation, as U.S.

Borrower, Canadian Linen and Uniform Service Corp., as Canadian Borrower, each Subsidiary of Vestis Corporation party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 22, 2024;

Amended and Restated Employment Agreement, dated as of April 2, 2024, by and between Vestis Corporation and Kim T.

Scott (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 5, 2024;

Amended and Restated Employment Agreement, dated as of April 2, 2024, by and between Vestis Corporation and Rick T.

Dillon (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 5, 2024;

Amended and Restated Employment Agreement, dated as of April 2, 2024, by and between Vestis Corporation and Angela J.

Kervin (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 5, 2024;

Amended and Restated Employment Agreement, dated as of April 2, 2024, by and between Vestis Corporation and Grant Shih (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on April 5, 2024;

Letter Agreement, dated June 18, 2024, by and among the Company and Keith A.

Meister and Corvex Management LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 20, 2024;

Employment Agreement, dated as of June 19, 2024, by and between Vestis Corporation and William Seward (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 23, 2024;

Receivables Purchase Agreement, dated as of August 2, 2024, by and among VS Financing, LLC, as the seller, Vestis Services, LLC, as servicer, the persons from time to time party thereto as purchasers, PNC Bank, National Association, as administrative agent, and PNC Capital Markets LLC, as structuring agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 7, 2024;

Sale and Contribution Agreement, dated as of August 2, 2024, by and among Vestis Services, LLC, as servicer and originator, certain other Originators, and VS Financing, LLC, as buyer (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 7, 2024;

10.34+* 2025 Form of Performance Stock Unit Award Agreement Pursuant to the Vestis Corporation 2023 Long-Term Incentive Plan

19.1* Vestis Corporation Securities Trading Policy

List of subsidiaries of Vestis Corporation

3 unchanged sentences

Certification of Kim Scott, Chief Executive Officer, and Rick Dillon, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101 The following financial information from Vestis' Annual Report on Form 10-K for the period ended September 27, 2024 formatted in inline XBRL:

(i) Consolidated and Combined Balance Sheets as of September 27, 2024 and September 29, 2023;

(ii) Consolidated and Combined Statements of Income for the fiscal years ended September 27, 2024, September 29, 2023 and September 30, 2022;

(iii) Consolidated and Combined Statements of Comprehensive Income for the fiscal years ended September 27, 2024, September 29, 2023 and September 30, 2022;

(iv) Consolidated and Combined Statements of Cash Flows for the fiscal years ended September 27, 2024, September 29, 2023 and September 30, 2022;

(v) Consolidated and Combined Statements of Changes in Equity for the fiscal years ended September 27, 2024, September 29, 2023 and September 30, 2022;

and (vi) Notes to consolidated and combined financial statements

104 Inline XBRL for the cover page of this Annual Report on Form 10-K;

included in Exhibit 101 Inline XBRL document set

______________________

4 unchanged sentences

Form 10-K Summary.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized on December 21, 2023.

Vestis Corporation

1 unchanged sentence

Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on December 21, 2023.

/s/ KIM SCOTT

15 unchanged sentences

Richard Burke

/s/ WILLIAM W.

GOETZ Director

/s/ TRACY JOKINEN

1 unchanged sentence

MCKEE Director

/s/ KEITH MEISTER

Keith Meister

/s/ MARY ANNE WHITNEY

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures