Independent
Tenure on this board
1.8 yrs
Meeting calendar
MRCY · Annual meeting · Wednesday, October 28, 2026
Mercury Systems Inc
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.
Market cap
$4.7B
1Y TSR
-0.4%
Board grade
C-
Record date
Sep 1, 2026
Filing
DEF 14A
Meeting concluded · Oct 28, 2026
Follow how the vote landed and what changed on Mercury Systems Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Three Class II Directors
ManagementBoard: FORElect 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.
- 2
Advisory Vote on Fiscal 2026 Executive Compensation (Say-on-Pay
ManagementBoard: FORApprove, on a nonbinding advisory basis, the compensation of the named executive officers for fiscal 2026 as disclosed in the proxy statement.
More detail
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.
- 3
Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2027
ManagementBoard: FORRatify the Audit Committee’s appointment of KPMG LLP as Mercury’s independent registered public accounting firm for fiscal 2027.
Director elections
Nominees on the ballot3
Independent
Tenure on this board
3.4 yrs
Also a director at
Eve Holding Inc (EVEX)
Independent
Tenure on this board
3.3 yrs
Also a director at
Lamb Weston Holdings Inc (LW)
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.3% | 6,765,481 | $828M |
| 2 | JANA Partners Management, LP | 6.6% | 3,958,849 | $484M |
| 3 | STATE STREET CORP | 5.7% | 3,418,290 | $418M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.0% | 3,031,459 | $371M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 2,422,629 | $296M |
| 6 | FMR LLC | 3.0% | 1,824,331 | $223M |
| 7 | BlackRock, Inc. | 2.8% | 1,677,681 | $205M |
| 8 | T. Rowe Price Investment Management, Inc. | 2.7% | 1,595,711 | $195M |
| 9 | Conestoga Capital Advisors, LLC | 2.5% | 1,487,191 | $182M |
| 10 | Invesco Ltd. | 2.2% | 1,325,723 | $162M |
Peers
Nearest market capOther Industrials sector meetings6
Upcoming shareholder meetings at Mercury Systems Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Distribution Solutions Group IncDSGR
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Napco Security Technologies IncNSSC
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Bowman Consulting Group LtdBWMN
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Mistras Group IncMG
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Kimball Electronics IncKE
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Gp-act III Acquisition CorpGPAT
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Reference
Frequently asked questions
- When is the Mercury Systems Inc 2026 annual meeting?
- Mercury Systems Inc (MRCY) holds its 2026 annual shareholder meeting on Wednesday, October 28, 2026.
- What is the record date for the Mercury Systems Inc 2026 meeting?
- The record date for the Mercury Systems Inc 2026 meeting is Tuesday, September 1, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Mercury Systems Inc's 2026 meeting?
- The board is presenting 3 director nominees at the Mercury Systems Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Mercury Systems Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Mercury Systems Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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