Mercury Systems (MRCY) Proxy Filing summary

Executive summary

• Annual meeting scheduled for October 22, 2025, to elect directors, approve executive compensation, adopt a new long-term incentive plan, and ratify the external auditor for fiscal 2026.

• Board recommends voting FOR all proposals, including director nominees, say-on-pay, the 2025 Long Term Incentive Plan, and auditor ratification.

• Forward-looking statements highlight risks such as defense funding, economic conditions, supply chain, and regulatory changes.

Voting matters and shareholder proposals

• Four proposals: election of three Class I and one Class II director, advisory vote on executive compensation, approval of the 2025 Long Term Incentive Plan, and ratification of KPMG LLP as auditor.

• Shareholders of record as of August 25, 2025, are eligible to vote; each share has one vote.

• Shareholder proposals for the 2026 meeting must be submitted between June 24 and July 24, 2026.

Board of directors and corporate governance

• Board consists of nine members, 89% independent, with a lead independent director and classified structure.

• Board refreshment: six of eight independent directors added in the last five years.

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

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

• No poison pill or shareholder rights agreement; one vote per share capital structure.