Independent
Tenure on this board
1.7 yrs
3 nominees · 3 ballot items.
Shareholders will vote on the election of three Class II directors, approval of fiscal 2026 named executive officer compensation on an advisory basis, and ratification of KPMG LLP as the independent registered public accounting firm for fiscal 2027.
Elect Jean Bua, Gerard J. DeMuro, and Scott Ostfeld to three-year terms as Class II directors, each serving until a successor is elected and qualified.
Approve, on a nonbinding advisory basis, the compensation of the named executive officers for fiscal 2026 as disclosed in the proxy statement.
Proposal 2 asks shareholders to approve, on a nonbinding advisory basis, the compensation paid to Mercury’s named executive officers for fiscal 2026. The resolution covers the overall compensation program disclosed under SEC executive-compensation rules rather than any individual pay element. Management emphasizes that the program is designed to align executives with shareholders through substantial variable compensation tied to annual and multi-year performance. Fiscal 2026 annual incentive payouts were based on adjusted EBITDA, adjusted free cash flow, and organic revenue, while long-term awards included performance stock units and restricted stock units. The filing reports that the named executive officers received 127.2% of target annual bonuses because financial performance exceeded plan goals. The fiscal 2024–2026 performance awards produced a calculated 24.4% payout based on financial and relative TSR outcomes, although the Committee granted additional contingent awards to certain non-CEO executives after reviewing the relationship between pay and performance. The vote is expressly advisory and will not bind Mercury, the Board, or the Human Capital and Compensation Committee. The Committee will consider whether action is appropriate if shareholders cast a significant negative vote. The Board recommends voting FOR because it believes the compensation structure supports strategic execution, shareholder value creation, retention, and balanced risk-taking.
Ratify the Audit Committee’s appointment of KPMG LLP as Mercury’s independent registered public accounting firm for fiscal 2027.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.25% | 6,765,481 | $828M |
| 2 | JANA Partners Management, LP | 6.58% | 3,958,849 | $484M |
| 3 | STATE STREET CORP | 5.68% | 3,418,290 | $418M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.04% | 3,031,459 | $371M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.03% | 2,422,629 | $296M |
| 6 | FMR LLC | 3.03% | 1,824,331 | $223M |
| 7 | BlackRock, Inc. | 2.79% | 1,677,681 | $205M |
| 8 | T. Rowe Price Investment Management, Inc. | 2.65% | 1,595,711 | $195M |
| 9 | Conestoga Capital Advisors, LLC | 2.47% | 1,487,191 | $182M |
| 10 | Invesco Ltd. | 2.20% | 1,325,723 | $162M |
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