Mercury Systems (MRCY) Proxy Filing summary

Executive summary

• Four proposals for shareholder vote: election of three Class III directors, advisory say-on-pay vote, approval of a new Employee Stock Purchase Plan, and ratification of KPMG LLP as auditor for fiscal 2025.

• Board recommends voting FOR all proposals and nominees.

• Forward-looking statements highlight risks such as defense funding, supply chain, and integration of acquisitions.

Voting matters and shareholder proposals

• Shareholders will vote on three director nominees, executive compensation, a new employee stock plan, and auditor ratification.

• Board recommends FOR all proposals; record date is August 26, 2024.

• Shareholders can vote by internet, phone, or mail; admission ticket required for meeting attendance.

Board of directors and corporate governance

• Board consists of nine members, 89% independent, with a Lead Independent Director.

• Board diversity: 22% women, 11% racially/ethnically diverse.

• Board refreshment: 7 of 9 directors added in the last five years.

• Committees: Audit, Human Capital & Compensation, Nominating & Governance, M&A & Finance, Government Relations—all independent.

• Annual self-assessments, stock ownership guidelines, and anti-hedging/pledging policies in place.