Velarion · Company Intelligence
Compensation Brief
Fiscal year 2026 · Filings through 2026-06-17

Virco MFG (VIRC)

CEO Robert Virtue was paid $374,735 in fiscal year 2026, ↓ down 32.7% from fiscal year 2025 (SEC filing 0001628280-26-029844 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$374,735 ↓
Robert Virtue total, FY2026
—
CEO pay percentile vs peers
2:1
CEO-to-median pay ratio
99.81%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Robert Virtue (Chairman of the Board and Chief Executive Officer), FY2026 total compensation $374,735 (base salary $363,235) [exec_comp, SEC accession 0001628280-26-029844, filed 2026-05-04]

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VIRC's next annual pay disclosure, estimated May 4, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2026

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Robert Virtue$363,235$0$0$0$0$0$11,500$374,735
Chairman of the Board and Chief Executive Officer
Bassey Yau326,8700000018,000344,870
Senior Vice President - Chief Financial Officer, Secretary and Treasurer
Douglas Virtue329,4900000010,786340,276
President
Robert Dose156,840000006,000162,840
Chief Financial Officer (retired)

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2026 totalFY2025 totalFY2024 totalΔ FY2025→2026
Robert Virtue$374,735$557,091$557,027↓ −182,356
Bassey Yau344,870438,880—↓ −94,010
Douglas Virtue340,276507,705512,600↓ −167,429
Robert Dose162,840515,755515,177↓ −352,915

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against VIRC
No companies currently name VIRC as a compensation peer in their most recent disclosure.

This is the complete answer, not a partial one — the list is never padded.

01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2026 total
Agnieszka WinklerIndependent Director$150,000
Bradley RichardsonIndependent Director$139,583
Craig L. LevraIndependent Director$134,375
Kathy Virtue YoungDirector$340,141
Robert R. LindLead Independent Director$150,000
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2026

ExecutiveAwardShares unvestedExercise priceMarket value unvested
VirtueRSU84,124—$498,856
05

Incentive-plan design — the Compensation Discussion & Analysis

In keeping with the entrepreneurial spirit of Virco founder Julian Virtue (1908-1991), Virco's executive compensation package is designed to be simple, frugal, inclusive of all salaried employees and contain substantial components, which are tied directly to shareholder returns.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultant—
Clawback policytrue
Anti-hedgingTrue
Anti-pledgingTrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-06-1611,187,15421,68019,20199.81%Passed
20232023-06-208,223,877970,3134,28089.45%Passed
20202020-06-168,719,6631,478,62461,52885.5%Passed
20172017-06-209,253,477759,9921,631,57192.41%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-06-1699.81%a
20232023-06-2089.45%b
20202020-06-1685.5%c

a. Voting standard not stated in the filing.

b. Approved under the standard stated in the filing — “Abstentions and broker non-votes will have no effect on the proposal.”.

c. Voting standard not stated in the filing.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)2 : 1
CEO total compensation$374,735
Median employee compensation—
08

Director compensation — fiscal year 2026

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Kathy Virtue YoungEmployee director——$0—$340,141$340,141
Agnieszka WinklerIndependent · Audit · Compensation (Chair) · Corporate Governance and Nominating100,00050,0000——150,000
Robert R. LindIndependent · Lead Independent Director · Audit · Compensation · Corporate Governance and Nominating100,00050,0000——150,000
Bradley RichardsonIndependent · Audit (Chair) · Compensation · Corporate Governance and Nominating89,58350,0000——139,583
Craig L. LevraIndependent · Audit · Compensation · Corporate Governance and Nominating (Chair)96,87537,5000——134,375
Robert A. VirtueEmployee director · Board Chair000—00
Douglas A. VirtueEmployee director000—00
09

Board fee structure and ownership guideline

Annual cash retainer$75,000
Annual equity retainer$75,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)—
Stock ownership guideline4x annualized cash retainer (4 x $75,000 = $300,000)
09b

Total cost of the board

ComponentFY2026
Cash retainers and fees$386,458
Equity awards (grant-date value)$187,500
All other compensation$340,141
Total cost of the board$914,099

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Virco MFG2026Robert Virtue$363,235$0$0$0$374,735

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10d

Frequently asked questions

Who was the highest-paid executive at Virco MFG in fiscal 2026?
As disclosed, Robert Virtue (Chairman of the Board and Chief Executive Officer) was the highest-paid executive at Virco MFG in fiscal 2026, with total compensation of $374,735.
What is Virco MFG's CEO-to-median employee pay ratio?
As disclosed, Virco MFG's CEO-to-median employee pay ratio was 2:1.
How did shareholders vote on Virco MFG's executive compensation?
As disclosed, 99.81% of shareholders supported Virco MFG's executive compensation in the latest say-on-pay vote.
How much does Virco MFG spend in total on board compensation for fiscal 2026?
As disclosed, Virco MFG reported total board compensation of $914,099 for fiscal 2026.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Robert VirtueDEF 14A2026-05-040001628280-26-029844Section “Summary Compensation Table”. As printed: 374,735. Filing ↗machine: r9 · c45 · span 218235–218242
2Section 01, Bassey YauDEF 14A2026-05-040001628280-26-029844Section “Summary Compensation Table”. As printed: 344,870. Filing ↗machine: r15 · c45 · span 235080–235087
3Section 01, Douglas VirtueDEF 14A2026-05-040001628280-26-029844Section “Summary Compensation Table”. As printed: 340,276. Filing ↗machine: r9 · c45 · span 224012–224019
4Section 01, Robert DoseDEF 14A2026-05-040001628280-26-029844Section “Summary Compensation Table”. As printed: 162,840. Filing ↗machine: r12 · c45 · span 229776–229783
5Section 07, pay ratioDEF 14A2026-05-040001628280-26-029844Section “CEO Pay Ratio”. As printed: 2 : 1. Filing ↗
6Section 08, Kathy Virtue YoungDEF 14A2026-05-040001628280-26-029844Section “Director Compensation”. As printed: 340,141. Filing ↗machine: t19 · r14 · c3 · span 352725–352855
7Section 08, Agnieszka WinklerDEF 14A2026-05-040001628280-26-029844Section “Director Compensation”. As printed: 150,000. Filing ↗machine: t19 · r12 · c4 · span 351640–351766
8Section 08, Robert R. LindDEF 14A2026-05-040001628280-26-029844Section “Director Compensation”. As printed: 150,000. Filing ↗machine: t19 · r8 · c4 · span 348901–349027
9Section 08, Bradley RichardsonDEF 14A2026-05-040001628280-26-029844Section “Director Compensation”. As printed: 139,583. Filing ↗machine: t19 · r10 · c4 · span 350196–350322
10Section 08, Craig L. LevraDEF 14A2026-05-040001628280-26-029844Section “Director Compensation”. As printed: 134,375. Filing ↗machine: t19 · r6 · c4 · span 347613–347739
11Section 08, Robert A. VirtueDEF 14A2026-05-040001628280-26-029844Section “Director Compensation”. As printed: 0. Filing ↗machine: t19 · r14 · c2 · span 352545–352546
12Section 08, Douglas A. VirtueDEF 14A2026-05-040001628280-26-029844Section “Director Compensation”. As printed: 0. Filing ↗machine: t19 · r14 · c2 · span 352545–352546
13Section 06, 2026 voteForm 8-K2026-06-170001628280-26-043943Item 5.07 · say-on-pay result. As reported: 99.81% (votes for as printed: 11,187,154). Filing ↗
14Section 06, 2023 voteForm 8-K2023-06-220001628280-23-023099Item 5.07 · say-on-pay result. As reported: 89.45% (votes for as printed: 8,223,877). Filing ↗
15Section 06, 2020 voteForm 8-K2020-06-170001628280-20-009601Item 5.07 · say-on-pay result. As reported: 85.5%. Filing ↗
16Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
17Section 09b board cost (computed)Computed——Cash 386,458 + equity 187,500 + all other 340,141 = 914,099, summed across the director compensation table rows.machine: formula: Σ = 914,099
18Virco MFG (subject), Section 10b CEO totalDEF 14A2026-05-040001628280-26-029844CEO total compensation as printed in Virco MFG's own proxy. As printed: 374,735. Filing ↗machine: r9 · c45 · span 218235–218242

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