DEF 14A of Mercury Systems Inc, Sep 10, 2025

DEF 14A of Mercury Systems Inc

Filed Sep 10, 2025 · FY20250001049521-25-000029

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors The following table provides summary information about our Directors as of the date of this proxy statement.

  2. Our Board of Directors

    | | | | | Committee Memberships | | | | | | Name | Director Since | Primary Occupation | Independent | AC | HC | NGC | GRC | M&A | | William L. Ballhaus Chairman of the Board Class I Director Nominated for a Term Ending in 2028 | 2022 | President and CEO, Mercury Systems | No | | | | | | | Jean Bua Class II Director Nominated for a Term Ending in 2026 | 2025 | Former Chief Financial Officer Netscout Systems | Yes | M,F | | | M | | | Orlando P. Carvalho Class III Director Term Ending in 2027 | 2020 | Former Executive Vice President Aeronautics, Lockheed Martin | Yes | | M | M | | C | | Gerard J. DeMuro Class II Director Term Ending in 2026 | 2023 | Former Co-CEO, Eve Air Mobility and Former President and CEO of BAE Systems, Inc. (U.S.) | Yes | | | | M | M | | Lisa S. Disbrow Class I Director Nominated for a Term Ending in 2028 | 2017 | Under Secretary of the U.S. Air Force (Retired) | Yes | M,F | M | | C | | | Howard L. Lance Class I Director Nominated for a Term Ending in 2028 | 2022 | Former President and CEO Maxar Technologies and Harris Corporation | Yes | | C | M | | M | | Barry R. Nearhos Lead Independent Director Class III Director Term Ending in 2027 | 2018 | Former Managing Partner, PricewaterhouseCoopers | Yes | C,F | | C | | | | Scott Ostfeld Class II Director Term Ending in 2026 | 2023 | Managing Partner and Portfolio Manager, JANA Partners | Yes | | M | | | M | | Debora A. Plunkett Class III Director Term Ending in 2027 | 2021 | Federal Senior Executive National Security Agency (Retired) | Yes | M | | M | M | |

  3. Our Board of Directors

    | AC = Audit Committee | GRC = Government Relations Committee | M = Member | | HC = Human Capital and Compensation Committee | M&A = M&A and Finance Committee | C = Committee Chair | | NGC = Nominating and Governance Committee | | F = Financial Expert |

  4. Our Board of Directors

    We are proposing that William L. Ballhaus, Lisa S. Disbrow, and Howard L. Lance, three continuing Class I directors, be elected to serve terms of three years, and in each case until their successors are duly elected and qualified or until they sooner die, resign, or are removed. We are also proposing that Jean Bua, a Class II director, be elected to serve a term of one year, until her successor is duly elected and qualified or until she sooner dies, resigns, or is removed. With respect to the nominees for Class I director standing for election at the meeting, Mr. Ballhaus, our Chairman, President, and Chief Executive Officer, was appointed to the Board in 2022, Ms. Disbrow was appointed to the Board in 2017, and Mr. Lance was appointed to the Board in 2022. Ms. Bua, who joined the Board in January 2025, is a Class II director and is standing for election this year pursuant to our Board Policy for a one-year term until the Class II directors are up for re-election in 2026 for a three year term.

  5. PROPOSAL 1: ELECTION OF THREE CLASS I DIRECTORS AND ONE CLASS II DIRECTOR

    PROPOSAL 1: ELECTION OF THREE CLASS I DIRECTORS AND ONE CLASS II DIRECTOR

  6. Who sits on the Board of Directors?

    Who sits on the Board of Directors? Our by-laws provide for a Board of Directors of not fewer than three nor more than fifteen directors. As permitted by Massachusetts law, the Board of Directors is divided into three classes, with each class consisting, as nearly as may be possible, of one-third of the whole number of the Board of Directors. The Board of Directors currently consists of nine members, with: William L. Ballhaus, Lisa S. Disbrow, and Howard L. Lance serving as Class I directors; Jean Bua, Gerard J. DeMuro, and Scott Ostfeld serving as Class II directors; and Orlando P. Carvalho, Barry R. Nearhos, and Debora A. Plunkett serving as Class III directors. The terms of the Class I, Class II, and Class III directors expire in 2025, 2026, and 2027, respectively. With the expiration of its respective term, each class is nominated for election for a subsequent three-year term. We are proposing that William L. Ballhaus, Lisa S. Disbrow, and Howard L. Lance, three continuing Class I directors, be elected to serve terms of three years, and in each case until their successors are duly elected and qualified or until they sooner die, resign, or are removed. We are also proposing that Jean Bua, a Class II director, be elected to serve a term of one year, until her successor is duly elected and qualified or until she sooner dies, resigns, or is removed. With respect to the nominees for Class I director standing for election at the meeting, Mr. Ballhaus, our Chairman, President, and Chief Executive Officer, was appointed to the Board in 2022, Ms. Disbrow was appointed to the Board in 2017, and Mr. Lance was appointed to the Board in 2022. Ms. Bua, who joined the Board in January 2025, is a Class II director and is standing for election this year pursuant to our Board Policy for a one-year term until the Class II directors are up for re-election in 2026 for a three year term.

  7. Directors' Qualifications and Diversity

    Directors' Qualifications and Diversity The Board of Directors believes that the Board, as a whole, should possess a combination of skills, professional experience, and backgrounds necessary to oversee the Company's business. In addition, the Board of Directors believes that there are certain attributes that every director should possess, as reflected in the Board's membership criteria. Accordingly, the Board of Directors and the Nominating and Governance Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board of Directors' overall composition and the Company's current and future needs. The Nominating and Governance Committee is responsible for developing and recommending Board of Director membership criteria to the Board for approval. The criteria include independent and sound judgment, integrity, the ability to commit sufficient time and attention to Board of Director activities, and the absence of conflicts with the Company's interests. In addition, the Nominating and Governance Committee periodically evaluates the composition of the Board of Directors to assess the skills and experience that are currently represented on the Board of Directors as well as the skills and experience that the Board of Directors will find valuable in the future, given the Company's current situation and strategic plans. Our Board of Directors Policy recognizes the benefits that diversity brings to the Board. Having a Board composed of individuals with diverse skills, experience, backgrounds and perspectives means: competitive advantage; robust understanding of opportunities, issues and risks; inclusion of different concepts, ideas, and relationships; enhanced decision-making and dialogue; and heightened capacity for oversight of the organization and its governance. For purposes of Board composition, diversity includes, but is not limited to, business and industry skills and experience, gender, race, and ethnicity. The Board shall make good use of these differences and distinctions among individuals in determining the optimum composition of the Board. All Board appointments should collectively reflect the diverse nature of the business environment in which the Company operates and be made on merit, in the context of the skills, experience, independence, and knowledge which the Board requires to be effective. In evaluating director candidates, and considering incumbent directors for renomination to the Board of Directors, the Nominating and Governance Committee considers, among other things, each nominee's independence, financial literacy, personal and professional accomplishments, and experience, including the following:

  8. Directors' Qualifications and Diversity

    | Experience/ Qualification | Relevance to Mercury | | Public Co. CEO | Experience as the chief executive officer of a publicly-traded company provides us with insights and understanding of the challenges of operating a business with multiple stakeholders with various and at times competing time horizons for return on investment. | | Senior Leadership | Experience in significant leadership positions provides us with new insights and demonstrates key management disciplines that are relevant to the oversight of our business. | | Defense Industry | Extensive experience in the aerospace and defense industry provides an understanding of the complex environment in which we operate and is highly important to strategic planning and oversight of our business operations. | | Technology Industry | Experience with secure sensor processing, rugged servers, mission computers, safety-critical avionics, radio frequency components, multifunction assemblies and subsystems provides an understanding of the complex operations of our business as well as the labor markets in which we compete for talent. | | Corporate Governance | An understanding of organizations and governance supports management accountability, transparency, and protection of shareholder interests. | | Risk Management | Risk management experience is critical in overseeing the risks we face today and those emerging risks that could present in the future. | | Finance and Accounting | Finance and accounting experience is important in understanding and reviewing our business operations, strategy, and financial results. | | Business Operations and Strategic Planning | An understanding of business operations and processes, and experience making strategic decisions, are critical to the oversight of our business, including the assessment of our strategic operating plan and business strategy. | | Regulatory (A&D) | An understanding of laws and regulations is important because we operate in a highly regulated industry, with aerospace and defense ("A&D") being directly affected by government actions. | | Talent Management | We place great importance on attracting and retaining superior talent, and motivating employees to achieve desired enterprise and individual performance objectives. | | Mergers & Acquisitions (M&A) | Experience with acquiring and integrating companies through M&A transactions is important to understanding this component of our strategy. | | Debt and Equity Capital Markets | Debt and equity capital markets experience is important because we use the capital markets, along with cash generated from operations, to finance our growth agenda. |

  9. Board Skills Matrix for Continuing Non-Employee Directors

    Board Skills Matrix for Continuing Non-Employee Directors

  10. Board Skills Matrix for Continuing Non-Employee Directors

    | Skill/ Qualification | Jean Bua | Orlando P. Carvalho | Gerard J. DeMuro | Lisa S. Disbrow | Howard L. Lance | Barry R. Nearhos | Scott Ostfeld | Debora A. Plunkett | | Public Co. CEO | | | • | | • | | | | | Senior Leadership | • | • | • | • | • | • | • | • | | Defense Industry | | • | • | • | • | | | • | | Technology Industry | • | • | • | • | • | | | • | | Corporate Governance | • | • | • | • | • | • | • | • | | Risk Management | • | • | • | • | • | • | • | • | | Finance and Accounting | • | • | • | • | • | • | • | • | | Business Operations & Strategic Planning | • | • | • | • | • | • | • | • | | Regulatory (A&D) | | • | • | • | • | | | • | | Talent Management | • | • | • | • | • | • | • | • | | Mergers & Acquisitions | • | • | • | • | • | • | • | • | | Debt & Equity Capital Markets | • | • | • | • | • | • | • | | | Mercury Board Tenure (years) | Less than 1 | 5 | 2 | 8 | 3 | 7 | 2 | 4 | | Current Other Public Company Boards | — | — | 1 | 2 | — | — | 2 | 1 |

  11. Board Skills Matrix for Continuing Non-Employee Directors

    The Board of Directors recommends a vote FOR the election of the nominees listed below.

  12. Information about the Directors

    Information about the Directors The persons named as proxies in the accompanying proxy card will vote, unless authority is withheld, for the election of the three Class I nominees and the one Class II nominee named below. We have no reason to believe that any of the nominees will be unavailable for election. However, if any one of them becomes unavailable, the persons named as proxies in the accompanying proxy card have discretionary authority to vote for a substitute chosen by the Board. Any vacancies not filled at the meeting may be filled by the Board. The following information was provided by each of the incumbent directors whose term will continue after the meeting. Class I Directors - Nominated for a Term Ending in 2028:

  13. Information about the Directors

    | | William L. Ballhaus | | | | Age: 58 | Committee Memberships: | | | Director Since: 2022 | None | | Primary Occupation: | | Chairman of the Board | | Chairman, President, and CEO, Mercury Systems | | | | Description of Business Experience: | | Skills and Qualifications: | | Mr. Ballhaus joined the Company's Board of Directors as a non-employee director in June 2022, was appointed interim President and Chief Executive Officer on June 24, 2023, and was appointed President and CEO effective August 15, 2023. In October 2023, Mr. Ballhaus became the Company's Chairman of the Board effective with the annual meeting of shareholders. Mr. Ballhaus has significant experience in the aerospace, defense, and technology industries, including multiple CEO roles, as well as experience in operational transformations and delivering strong results. He previously served as Chairman and CEO of Blackboard, Inc., a leading EdTech company, from 2016 until its merger with Anthology in 2021. Prior to that, he served as CEO and President of SRA International, Inc., a provider of information technology services, from 2011 until the creation of CSRA Inc. from SRA International Inc.'s and CSC's U.S. public sector business. Before that, Mr. Ballhaus served as CEO and President of government contractor DynCorp International from 2008 to 2010. Mr. Ballhaus has also held senior leadership positions at BAE Systems, Boeing, and Hughes, where he led global government and commercial technology businesses particularly focused on software and IT. | | Public Co. CEO Senior Leadership Defense Industry Technology Industry Corporate Governance Risk Management Finance and Accounting Business Operations & Strategy Regulatory (A&D) Talent Management Mergers & Acquisitions Debt & Equity Capital Markets | | Other Public Company Directorships Held in the Last Five Years: | | | | None | | |

  14. Information about the Directors

    | | Lisa S. Disbrow | | | | Age: 62 | Committee Memberships: | | | Director Since: 2017 | Audit Government Relations (Chair) Human Capital & Compensation | | Primary Occupation: | | | | Under Secretary of the Air Force (Retired) | | | | Description of Business Experience: | | Skills and Qualifications: | | Ms. Disbrow is Chair of the Board of CACI International, a government services company on the Fortune 500 list. Ms. Disbrow was an appointed member of the President's Export Council through January 2025 and served as Chair of the Secretary of Defense's Reserve Forces Policy Board through March 2025. She previously served as an appointed Commissioner on the U.S. Congress' Commission on DoD Planning, Programming, Budgeting and Execution Reform. She is a Senior Fellow at Johns Hopkins University Applied Physics Lab, and the Chair of the National Defense Industrial Association's (NDIA) Board. Ms. Disbrow retired from federal service in 2017 as U.S. Senate-confirmed Air Force Under Secretary, where she was responsible for training, equipping, and providing for the welfare of approximately 660,000 personnel worldwide. She oversaw an annual budget and directed strategy, risk management, business processes, weapons requirements and acquisition, military force development, technology investments, and personnel management across a global enterprise. She was Acting Secretary of the Air Force during the change of Presidential administrations, and previously served as the Air Force's Assistant Secretary for Financial Management and Comptroller, the principal senior official on financial matters with a workforce of 10,000 personnel world-wide. Over a 32-year national security career, she held numerous senior civilian positions on the United States Joint Chiefs of Staff, leading joint warfighting requirements and operational assessments as the Vice Director of J8; in the National Reconnaissance Office as a Systems Engineer; and on the National Security Council in the White House. Her recognitions include the Distinguished and the Meritorious Presidential Rank awards, and DoD's Distinguished Civilian Service award. She is a retired U.S. Air Force Colonel with over 23 years of total active and reserve service in intelligence, operational plans, and programming. Ms. Disbrow's qualifications to serve on our Board of Directors include her extensive military and defense budget experience, responsible for an annual budget of over $165 billion in appropriated funding, in the Company's target defense market, her defense procurement experience, and her knowledge of defense and aerospace technology. | | Senior Leadership Defense Industry Technology Industry Corporate Governance Risk Management Finance & Accounting Business Operations & Strategy Regulatory (A&D) Talent Management Mergers & Acquisitions Debt & Equity Capital Markets | | Other Public Company Directorships Held in the Last Five Years: | | | | Blackberry Limited (Ticker: BB) (2019 - present) | | | | CACI International Inc. (Ticker: CACI) (2021 - present) | | | | Perspecta, Inc. (Ticker: PRSP) (2018 - 2021) | | |

  15. Information about the Directors

    | | Howard L. Lance | | | | Age: 69 | Committee Memberships: | | | Director Since: 2022 | Human Capital & Compensation (Chair) M&A and Finance Nominating & Governance | | Primary Occupation: | | | | Former President and CEO, Maxar Technologies, Inc. and Harris Corporation | | | | Description of Business Experience: | | Skills and Qualifications: | | Mr. Lance is Managing Partner at Lance Advisors LLC, an advisory firm serving private equity and institutional investors. He is also Senior Advisor to EQT Group and non-executive Chairman of Reworld Waste, a provider of sustainable materials management solutions, and non-executive Chairman of Arcwood Environmental Services, a provider of regulated environmental solutions. Both firms are EQT Infrastructure portfolio companies. He also serves as director of Mercury Systems, a defense electronics supplier. He previously served on the public company boards of Summit Materials, Change Healthcare, New Vista Acquisition Corp., Ferrovial S.A., Eastman Chemical Co., Stryker Corp., and Aviat Networks. Mr. Lance was President and Chief Executive Officer of Maxar Technologies, a publicly traded provider of space technology solutions including satellites, robotics, geospatial imagery and services from 2016 to 2019. Previously, he was Executive Advisor – Private Equity at the Blackstone Group from 2012 to 2016. He served as Chairman, President and Chief Executive Officer of Harris Corporation (now L3Harris Technologies), a publicly traded provider of communications and technology solutions to government, defense, and commercial markets from 2003 to 2012. He was Co-President of NCR Corporation and Chief Operating Officer of its Retail and Financial Group from 2001 to 2002. Previously, he spent 17 years at Emerson Electric Company including as Executive Vice President of its Electronics and Telecom businesses, Group President of its Climate Technologies businesses, and Chief Executive Officer of Astec PLC, a publicly listed subsidiary based in Hong Kong. Mr. Lance's qualifications to serve on our Board of Directors include his extensive experience in the defense industry and his executive and operational experience as the Chief Executive Officer of multiple public companies. | | Public Co. CEO Senior Leadership Defense Industry Technology Industry Corporate Governance Risk Management Finance & Accounting Business Operations & Strategy Regulatory (A&D) Talent Management Mergers & Acquisitions Debt & Equity Capital Markets | | Other Public Company Directorships Held in the Last Five Years: | | | | Summit Materials, Inc. (Ticker: SUM) (2015 - 2025) | | | | Change Healthcare, Inc. (Ticker: CHNG) (2017 - 2022) | | | | New Vista Acquisition Corp. (Ticker: NVSA) (2021 - 2022) | | |

  16. Information about the Directors

    Class II Director - Nominated for a Term Ending in 2026:

  17. Information about the Directors

    | | Jean Bua | | | | Age: 67 | Committee Memberships: | | | Director Since: 2025 | Audit Government Relations | | Primary Occupation: | | | | Former Chief Financial Officer, Netscout Systems | | | | Description of Business Experience: | | Skills and Qualifications: | | Ms. Bua served as the Chief Financial Officer at NetScout Systems, a publicly traded network performance and security solutions company, from 2011 until her retirement in 2025. She brings over 40 years of financial, accounting, audit, operational, and business experience and a passion for technological transformation. Ms. Bua previously served as Executive Vice President of Finance and Treasurer at American Tower. She has also held roles as Controller at several former companies, including American Tower and Duracraft, was an Auditor at KPMG, and served as an Independent Director on several publicly traded company boards. Ms. Bua's qualifications to serve on our Board of Directors include her strong accounting and financial expertise. | | Senior Leadership Technology Industry Corporate Governance Risk Management Finance & Accounting Business Operations & Strategy Talent Management Mergers & Acquisitions Debt & Equity Capital Markets | | Other Public Company Directorships Held in the Last Five Years: | | | | CoreSite Realty Corporation (Ticker: COR) (2017 - 2021) | | | | AstroNova, Inc. (Ticker: ALOT) (2018 - 2022) | | | | Plug Power Inc. (Ticker: PLUG) (2022 - 2023) | | | | Modular Medical, Inc. (Ticker: MODD) (2021 - 2025) | | |

  18. Information about the Directors

    Class II Directors - Serving a Term Ending in 2026:

  19. Information about the Directors

    | | Gerard J. DeMuro | | | | Age: 69 | Committee Memberships: | | | Director Since: 2023 | Government Relations M&A and Finance | | Primary Occupation: | | | | Former Co-CEO, Eve Air Mobility and Former President and CEO, BAE Systems, Inc. | | | | Description of Business Experience: | | Skills and Qualifications: | | Mr. DeMuro served as Co-CEO of Eve Air Mobility, a publicly traded producer of eVTOL aircraft and urban air mobility infrastructure, from September 2021 to September 2023. From 2014 to 2020, Mr. DeMuro served as President and CEO of BAE Systems, Inc., the U.S.-based subsidiary of BAE Systems PLC, a provider of technology-led defense, aerospace, and security solutions. From 1999 to 2013, he held several roles of increasing responsibility at General Dynamics, a global aerospace and defense company, including Executive Vice President and Corporate Vice President of Information Systems & Technology. Earlier in his career, Mr. DeMuro held roles at GTE Corporation (now part of Verizon Communications) and the U.S. Department of Defense. Mr. DeMuro's qualifications to serve on our Board of Directors include his extensive experience in the defense industry and his executive and operational experience with public and private companies. | | Public Co. CEO Senior Leadership Defense Industry Technology Industry Corporate Governance Risk Management Finance & Accounting Business Operations & Strategy Regulatory (A&D) Talent Management Mergers & Acquisitions Debt & Equity Capital Markets | | Other Public Company Directorships Held in the Last Five Years: | | | | BAE Systems Plc (Ticker: BAESY) (2014 - 2020) | | | | Zanite Acquisition Corporation (Ticker: ZNTE) (2020 - 2021) | | | | Eve Holding Inc. (Ticker: EVEX) (2023 - present) | | |

  20. Information about the Directors

    | | Scott Ostfeld | | | | Age: 48 | Committee Memberships: | | | Director Since: 2023 | Human Capital & Compensation M&A and Finance | | Primary Occupation: | | | | Managing Partner and Portfolio Manager, JANA Partners | | | | Description of Business Experience: | | Skills and Qualifications: | | Mr. Ostfeld is a Managing Partner and Portfolio Manager at JANA Partners where he has extensive experience enhancing value as an engaged shareholder. Prior to joining JANA in 2006, Mr. Ostfeld was at GSC Partners, where he served in their distressed debt private equity group and focused on acquiring companies through the restructuring process and enhancing value as an equity owner. He was previously an investment banker at Credit Suisse First Boston Corporation. Mr. Ostfeld currently serves on the Board of Directors of TreeHouse Foods, a publicly traded private label food company, and Lamb Weston Holdings Inc., a publicly traded frozen foods company. He was previously a director at Conagra Brands, a publicly traded packaged goods company from 2019 to 2022, HD Supply Holdings, a publicly traded industrial distribution company, from 2017 until its sale to Home Depot in 2020, and Team Health, publicly traded physician services company, from 2016 until its sale to Blackstone Group in 2017. Mr. Ostfeld serves on the Board of Columbia University's Richman Center for Business, Law and Public Policy. Mr. Ostfeld's qualifications to serve on our Board of Directors include his experience investing in companies and driving shareholder value as well as his expertise in capital markets, M&A, strategy, corporate governance, and talent and risk management. | | Senior Leadership Corporate Governance Risk Management Finance & Accounting Business Operations & Strategy Talent Management Mergers & Acquisitions Debt & Equity Capital Markets | | Other Public Company Directorships Held in the Last Five Years: | | | | TreeHouse Foods, Inc. (Ticker: THS) (2022 - present) | | | | Lamb Weston Holdings Inc. (Ticker: LW) (2025 - present) | | | | Conagra Brands, Inc. (Ticker: CAG) (2019 - 2022) | | | | HD Supply Holdings, Inc. (Ticker: HDS) (2017 - 2020) | | |

  21. Information about the Directors

    Class III Directors - Serving a Term Ending in 2027:

  22. Information about the Directors

    | | Orlando P. Carvalho | | | | Age: 67 | Committee Memberships: | | | Director Since: 2020 | Human Capital & Compensation M&A and Finance (Chair) Nominating and Governance | | Primary Occupation: | | | | Former Executive Vice President, Aeronautics, Lockheed Martin | | | | Description of Business Experience: | | Skills and Qualifications: | | Mr. Carvalho has over 38 years of experience in the aerospace and defense industry with Lockheed Martin. Before his retirement from Lockheed Martin in 2018, he was Executive Vice President of Lockheed Martin's Aeronautics business, a 24,000-employee enterprise. Mr. Carvalho held several integral leadership positions with Lockheed Martin, including Executive Vice President and General Manager of the F-35 Lightning II Joint Strike Fighter program, President of Lockheed Martin Mission Systems & Sensors, and General Manager and Vice President of Surface-Sea Based Ballistic Missile Defense Systems. Mr. Carvalho is an Associate Fellow of the American Institute of Aeronautics and Astronautics. Mr. Carvalho's qualifications to serve on our Board of Directors include his executive experience with defense contracting and his knowledge of defense and aerospace technology, operations, and program management. | | Senior Leadership Defense Industry Technology Industry Corporate Governance Risk Management Finance & Accounting Business Operations & Strategy Regulatory (A&D) Talent Management Mergers & Acquisitions Debt & Equity Capital Markets | | Other Public Company Directorships Held in the Last Five Years: | | | | None | | |

  23. Information about the Directors

    | | Barry R. Nearhos | | | | Age: 67 | Committee Memberships: | | | Director Since: 2018 | Audit (Chair) Nominating and Governance (Chair) | | Primary Occupation: | | Lead Independent Director | | Former Managing Partner, PricewaterhouseCoopers | | | | Description of Business Experience: | | Skills and Qualifications: | | Mr. Nearhos has over 35 years of experience with PricewaterhouseCoopers (PwC) providing assurance, business advisory, and other services to clients across multiple industries, including technology, life sciences, telecom, and manufacturing. Before his retirement from PwC in 2015, Mr. Nearhos was Market Managing Partner for PwC's Northeast region, responsible for directing the strategy and operations of the firm's Boston, Hartford, and Albany offices. During his tenure, he also served as the leader of PwC's Northeast Assurance practice, a position he held from 2005 until 2008, and as a partner in PwC's Assurance practice from 1989 to 2015. He was a director of Virtusa Corporation, a publicly traded IT services and outsourcing company, from 2016 until its acquisition by private equity in 2021. Mr. Nearhos is one of our "audit committee financial experts" and became our lead independent director in October 2023. Mr. Nearhos' qualifications to serve on our Board of Directors include his strong accounting and financial expertise as well as his expertise in capital markets, M&A, strategy, corporate governance, and talent and risk management. | | Senior Leadership Corporate Governance Risk Management Finance & Accounting Business Operations & Strategy Talent Management Mergers & Acquisitions Debt & Equity Capital Markets | | Other Public Company Directorships Held in the Last Five Years: | | | | Virtusa Corporation (Ticker: VRTU) (2016 - 2021) | | |

  24. Information about the Directors

    | | Debora A. Plunkett | | | | Age: 65 | Committee Memberships: | | | Director Since: 2021 | Audit Government Relations Nominating and Governance | | Primary Occupation: | | | | Federal Senior Executive, National Security Agency (Retired) | | | | Description of Business Experience: | | Skills and Qualifications: | | Ms. Plunkett served at the National Security Agency (NSA) for 31 years, most notably as the Director of Information Assurance from April 2010 to November 2014 where she led the agency's information assurance/cyber security mission and directed thousands of NSA professionals worldwide. She conceived and established the National Cyber Security Assistance Program to qualify commercial organizations for accreditation in performing cyber security services for national security systems, and advised Executive Branch decision-makers, including the Department of Defense and National Security Council, on cyber issues. Ms. Plunkett received the Distinguished Service Medal and Exceptional Civilian Service Award from the NSA Director. She was awarded the Rank of Distinguished Executive by President Barack Obama, and the Rank of Meritorious Executive by President George W. Bush. She served on the National Security Council in the administrations of President Clinton and President George W. Bush where she developed and directed cybersecurity policies and programs. As a recognized expert in national security and cybersecurity, she has appeared on CBS/60 Minutes and Federal News Radio, been interviewed in the Washington Post, and given keynote addresses at high-profile cyber security and defense conferences. She was a Senior Fellow at Harvard University’s Belfer Center from 2017 to 2023, and currently serves on the CACI International, Nationwide Mutual Insurance Company, and BlueVoyant Boards of Directors, and is a professor in the cybersecurity graduate program at the University of Maryland. Ms. Plunkett's qualifications to serve on our Board of Directors include her extensive experience in cyber and national security as well as executive leadership. | | Senior Leadership Defense Industry Technology Industry Corporate Governance Risk Management Finance & Accounting Business Operations & Strategy Regulatory (A&D) Talent Management Mergers & Acquisitions | | Other Public Company Directorships Held in the Last Five Years: | | | | CACI International Inc. (Ticker: CACI) (2018 - present) | | | | J. C. Penney Company, Inc. (Ticker: JCP) (2017 - 2020) | | |

  25. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Human Capital and Compensation Committee performs an annual review of non-employee director compensation. Our director compensation philosophy is intended to offer compensation that attracts highly qualified non-employee directors and retain the leadership and skills necessary to build long-term shareholder value. Directors who are also our employees receive no additional compensation for serving on the Board of Directors.

  26. Non-Employee Director Compensation

    Non-Employee Director Compensation

  27. Non-Employee Director Compensation

    | Name | Fees Earned | Stock Awards ($)(1) | Total | | Jean Bua (2) | $32,500 | $233,770 | $266,270 | | Orlando O. Carvalho (3) | 77,000 | 163,322 | 240,322 | | Gerard J. DeMuro (4) | 65,000 | 163,322 | 228,322 | | Lisa S. Disbrow (5) | 77,000 | 163,322 | 240,322 | | Roger A. Krone (6) | 48,750 | — | 48,750 | | Howard L. Lance (7) | 85,000 | 163,322 | 248,322 | | Barry R. Nearhos (8) | 137,000 | 163,322 | 300,322 | | Scott Ostfeld (9) | — | — | — | | Debora A. Plunkett (10) | 65,000 | 163,322 | 228,322 |

  28. Non-Employee Director Compensation

    (1)This column represents the grant date fair value of restricted stock unit awards for fiscal 2025 in accordance with FASB ASC Topic 718. The grant date fair value of the restricted stock unit awards granted to non-employee directors in fiscal 2025 has been calculated by multiplying the number of shares granted by the closing price of our common stock as reported on the Nasdaq Global Select Market on the date of grant. (2)Ms. Bua joined our Board of Directors in January 2025. Her fees reflect two quarterly Board retainer fees. She received a grant of 5,453 deferred share units on January 15, 2025 when the closing price per share was $42.87 (3)Mr. Carvalho served on our Board of Directors for all of fiscal 2025. His fees reflect four quarterly Board retainer fees plus additional fees for such period for service as Chair of the M&A and Finance Committee. He received a grant of 4,832 restricted share units on October 23, 2024 when the closing price per share was $33.80. (4)Mr. DeMuro served on our Board for all of fiscal 2025. His fees reflect four quarters as a non-employee director as well the grant of 4,832 deferred share units on October 23, 2024 when the closing price per shares was $33.80. (5)Ms. Disbrow served on our Board of Directors for all of fiscal 2025. Her fees reflect four quarterly Board retainer fees plus additional fees for service as Chair of the Government Relations Committee for four quarters. She received a grant of 4,832 restricted share units on October 23, 2024 when the closing price per share was $33.80. (6)Mr. Krone's service on our Board of Directors ended in January 2025. His fees reflect three quarters as a non-employee director. His unvested equity awards forfeited upon his departure. (7)Mr. Lance served on our Board of Directors for all of fiscal 2025. His fees reflect four quarterly Board retainer fees as well as serving as Chair of the Human Capital and Compensation Committee for four quarters. He received a grant of 4,832 restricted share units on October 23, 2024 when the closing price per share was $33.80. (8)Mr. Nearhos served on our Board of Directors for all of fiscal 2025. His fees reflect four quarterly Board retainer fees plus additional fees for service as Chair of the Audit Committee for four quarters, service as Chair of the Nominating and Governance Committee for four quarters, and service as Lead Independent Director for four quarters. Mr. Nearhos received deferred share units in lieu of quarterly cash retainer payments for services as a director for the second, third, and fourth quarters of fiscal 2025. He received a grant of 4,832 deferred share units on October 23, 2024 when the closing price per share was $33.80. (9)Mr. Ostfeld assigns all of the compensation related to his service on our Board of Directors to JANA Partners, LLC ("JANA"). For fiscal 2025, the compensation assigned to JANA by Mr. Ostfeld consisted of a non-employee director cash retainer of $65,000 for four quarters of service on our Board and a grant of 4,832 restricted share units on October 23, 2024 when the closing price per share was $33.80. (10)Ms. Plunkett served on our Board of Directors for all of fiscal 2025. Her fees reflect four quarterly Board retainer fees. She received a grant of 4,832 deferred share units on October 23, 2024 when the closing price per share was $33.80. The aggregate number of unvested restricted stock unit awards or deferred share units outstanding for each non-employee director at June 27, 2025 was as follows:

  29. Non-Employee Director Compensation

    | Name | Aggregate Unvested Stock Awards (# of shares) | | Jean Bua | 5,453 | | Orlando P. Carvalho | 4,832 | | Gerard J. DeMuro | 4,832 | | Lisa S. Disbrow | 4,832 | | Howard L. Lance | 4,832 | | Barry R. Nearhos | 4,832 | | Scott Ostfeld (1) | — | | Debora A. Plunkett | 4,832 |

  30. Non-Employee Director Compensation

    (1) Mr. Ostfeld assigns all of the compensation related to his service on our Board of Directors to JANA. As of June 27, 2025, the unvested deferred share unit awards held by JANA related to Mr. Ostfeld's service on the Board were for 4,832 shares.

  31. How much stock does each of Mercury’s directors and executive officers own?

    How much stock does each of Mercury’s directors and executive officers own? The following information is furnished as of August 25, 2025, the record date, with respect to common stock beneficially owned by: (1) our directors and director nominees (including our CEO); (2) our CFO and the two most highly compensated executive officers other than the CEO and the CFO; and (3) all directors and executive officers as a group. Unless otherwise indicated, the individuals named below held sole voting and investment power over the shares listed. The address for each director and executive officer is c/o Mercury Systems, Inc., 50 Minuteman Road, Andover, Massachusetts 01810.

  32. How much stock does each of Mercury’s directors and executive officers own?

    | | Number of Shares Beneficially Owned (1) | Percent of Class (1) | | William L. Ballhaus (2) | 383,198 | * | | Jean Bua (3) | 5,453 | * | | Orlando P. Carvalho (4) | 57,086 | * | | Gerard J. DeMuro (5) | 15,119 | * | | Lisa S. Disbrow (6) | 28,874 | * | | Howard L. Lance (7) | 38,992 | * | | Barry R. Nearhos (8) | 31,256 | * | | Scott Ostfeld (9) | — | * | | Debora A. Plunkett (10) | 16,171 | * | | David E. Farnsworth (11) | 162,618 | * | | Stuart H. Kupinsky (12) | 71,305 | * | | Steven V. Ratner (13) | 33,882 | * | | All directors and executive officers as a group (12 persons) (14) | 843,954 | 1.4% |

  33. How much stock does each of Mercury’s directors and executive officers own?

    * Less than 1.0%. (1)The number and percent of the shares of common stock with respect to each beneficial owner are calculated by assuming that all shares which may be acquired by such person within 60 days of August 25, 2025 are outstanding. (2)Includes (a) 72,426 shares owned by Mr. Ballhaus individually; (b) 26,683 shares owned by Mr. Ballhaus jointly with his spouse; (c) 7,066 shares owned by a family trust controlled by Mr. Ballhaus; (d) 275,867 restricted and performance stock units awarded to Mr. Ballhaus under our stock-based plans, and (e) 1,156 shares owned indirectly by Mr. Ballhaus through the Company stock fund in our 401(k) plan. Excludes 934,000 shares underlying stock options which are not exercisable within 60 days of August 25, 2025. (3)Includes 5,453 restricted stock units awarded to Ms. Bua under our stock-based plans. (4)Includes (a) 52,254 shares owned by Mr. Carvalho individually; and (b) 4,832 restricted stock units awarded to Mr. Carvalho under our stock-based plans. (5)Includes (a) 7,485 shares owned by Mr. DeMuro individually; and (b) 7,634 restricted stock units awarded to Mr. DeMuro under our stock-based plans. (6)Includes (a) 24,042 shares owned by Ms. Disbrow individually; and (b) 4,832 restricted stock units awarded to Ms. Disbrow under our stock-based plans. (7)Includes (a) 24,910 shares owned by Mr. Lance individually; (b) 9,250 shares owned by family trusts controlled by Mr. Lance; and (c) 4,832 restricted stock units awarded to Mr. Lance under our stock-based plans. (8)Includes (a) 20,671 shares owned by Mr. Nearhos individually; (b) 3,500 shares owned jointly by Mr. Nearhos with his spouse and; (c) 7,085 restricted stock units awarded to Mr. Nearhos under our stock-based plans and deferred stock awards received in lieu of cash Board retainers. (9)Mr. Ostfeld assigns all of his restricted stock units that he receives as a director to JANA Partners, LLC ("JANA"). JANA may be deemed to be a director by deputization by virtue of the fact that Mr. Ostfeld currently serves on our Board of Directors. JANA's common stock ownership is included within the table above titled "Who owns more than 5% of our common stock?" (10)Includes (a) 11,339 shares owned by Ms. Plunkett individually; and (b) 4,832 restricted stock units awarded to Ms. Plunkett under our stock-based plans. (11)Includes (a) 32,029 shares owned by Mr. Farnsworth individually; (b) 129,297 restricted and performance stock units awarded to Mr. Farnsworth under our stock-based plans; and (c) 1,292 shares owned indirectly by Mr. Farnsworth through the Company stock fund in our 401(k) plan. (12)Includes (a) 10,483 shares owned by Mr. Kupinsky individually; (b) 59,814 restricted and performance stock units awarded to Mr. Kupinsky under our stock-based plans; and (c) 1,008 shares owned indirectly by Mr. Kupinsky through the Company stock fund in our 401(k) plan. (13)Includes (a) 4,183 shares owned by Mr. Ratner individually; (b) 29,618 restricted and performance stock units awarded to Mr. Ratner under our stock-based plans ; and (c) 81 shares owned indirectly by Mr. Ratner through the Company stock fund in our 401(k) plan. (14)Includes (a) 306,321 shares owned by directors and executive officers individually, jointly with spouses, or by family trusts controlled by directors or executive individually; (b) 534,096 stock units awarded to the directors and executive officers under our stock-based plans; and (c) 3,537 shares owned indirectly by executive officers through the Company stock fund in our 401(k) plan.

  34. Our Strategic Transformation

    Our Strategic Transformation Beginning with the appointment of our current CEO at the start of fiscal 2024, we have transformed our executive management team, corporate structure and business strategy to address historical challenges to our operations and financial performance and drive our future success. •We reduced the size of our executive leadership team ("ELT") from ten to four officers to enable faster decision-making and efficiency, clearer governance and accountability, and unified alignment with our strategic priorities. During fiscal 2025, this included the elimination of the Chief Operating Officer role, resulting in all of our business and functional leaders reporting directly to our CEO and in our CFO assuming expanded responsibilities described in "—Long Term Incentives—Annual Long-Term Incentive Awards Granted to Named Executive Officers in Fiscal 2025." The members of our transformed ELT—all of whom joined Mercury in or after 2022—bring a fresh perspective that has enhanced our strategic planning and strengthened the consistency of our business execution. •We streamlined our organizational structure, consolidating our operations into a single business organization to simplify our operations and drive significant cost savings. •We developed and implemented a new business strategy focused on four priority areas designed to unlock our intrinsic value and enable reinvestment for growth: ◦Predictable Performance: Ramp critical production programs aligned with our value creation model, deliver key development programs and product innovations, and mature our management systems and processes. ◦Thriving Growth Engine: Create an organic growth engine that is consistently bidding and winning new contracts to drive industry leading organic growth at target margins. ◦Margin Expansion: Drive comprehensive cost management efforts enterprise-wide, including improvement in gross margins across all programs and products. ◦Cash Release: Enhance our cash flow conversion, including improvements in delivery and collection. These actions have advanced our progress towards industry-leading organic growth, adjusted EBITDA margins and cash flow. Ultimately, we aspire to innovate and advance our processing platform, expand our content across aerospace and defense platforms, and deliver uncompromising performance for all of our stakeholders. During the first two fiscal years of our transformation, we achieved a total shareholder return ("TSR") of approximately 55%. We are confident in our long-term strategy and believe we are well positioned for future growth and success.

  35. Compensation Philosophy, 2025 Target Pay and 2025 Incentive Plan Payouts

    Compensation Philosophy, 2025 Target Pay and 2025 Incentive Plan Payouts Compensation Philosophy. As part of our results-oriented culture, we emphasize performance through smaller, integrated teams because we believe they promote agility, innovation, efficiency, collaboration and accountability, fostering better decision making and optimizing outcomes. Consistent with this approach and as noted in "Our Strategic Transformation" above, over the past two fiscal years we have substantially reduced the size of our executive leadership team from ten to four members. To attract and retain top talent capable of thriving in this high-performance, high-contribution environment, we believe it is appropriate to consider a full array of market data from the market 25th through 75th percentile pay levels as reference points in making executive pay decisions, subject to adjustments based on experience, performance, the other individual factors as described in "– Use of Market Data and Competitive Compensation Positioning." This approach ensures our executive pay is competitive taking into account the elevated expectations and value delivered by our executives. In addition, consistent with our pay-for-performance orientation, the majority of each executive's target pay is in the form of variable incentive compensation that is subject to future performance to have any realized value. For a further discussion, see "– Mix of Pay." 2025 Target Pay. The table below details each named executive officer's annual base salary, target annual incentive opportunity ("target bonus") and grant date target value of annual long-term incentive awards (collectively, "target pay") for fiscal 2025. We use target pay as the basis for benchmarking our named executive officers' annual compensation and for allocating compensation among different pay elements.

  36. Compensation Philosophy, 2025 Target Pay and 2025 Incentive Plan Payouts

    | Target Pay for Fiscal 2025 | | | | | | | Salary(1) | Target Bonus as % of Salary(1) | Target Annual LTI Awards(2) | Target Pay | | Current Employees: | | | | | | William L. Ballhaus | $983,000 | 150% | $5,950,000 | $8,407,500 | | David E. Farnsworth | 463,500 | 110% | 1,600,000 | 2,573,350 | | Stuart H. Kupinsky | 463,500 | 100% | 1,200,000 | 2,127,000 | | Steven V. Ratner | 450,883 | 100% | 1,100,000 | 2,001,766 | | Former Employee: | | | | | | Charles R. Wells, IV(3) | 468,000 | 110% | 2,000,000 | 2,982,800 |

  37. Compensation Philosophy, 2025 Target Pay and 2025 Incentive Plan Payouts

    (1)Represents each executive's annual base salary rate and target bonus as a percentage of salary at the end of fiscal 2025 or at such earlier time during fiscal 2025 on which their employment with Mercury terminated. (2)Represents target long-term incentive ("LTI") awards granted to our named executive offers as part of their annual compensation for fiscal 2025. Accordingly, this table excludes the value of a one-time award granted to Mr. Farnsworth in April 2025, to recognize the expansion of his role following the resignation of Mr. Wells. For a further discussion, see Note 6 to the "Grants of Plan-Based Awards" table in the "Tabular Executive Compensation Disclosure" section of this Proxy Statement. (3)As a consequence of Mr. Wells' resignation in April 2025, he did not receive any payout in respect of his fiscal 2025 target bonus opportunity, and all of the shares underlying his annual LTI awards reflected in the above table were forfeited. 2025 Incentive Plan Payouts. Payouts under our annual incentive plan and our long-term incentive plan performance awards are subject to the achievement of pre-established targets. With respect to our annual incentive plan, our overall financial performance achievements for fiscal 2025 exceeded plan targets, which are based on adjusted EBITDA, adjusted free cash flow and organic revenue. Accordingly, aggregate plan payouts to our named executive officers for fiscal 2025 represented 113.2% of their respective target bonuses. For a further discussion, see "– Elements of Fiscal 2025 Target Pay – Annual Incentives." We did not make any payouts to our named executive officers under long-term performance awards with performance periods ending in fiscal 2025, as none of our named executive officers previously received grants of long-term performance awards that would have provided for such payouts in this time frame.

  38. SOUND PAY PRACTICES

    | Executive Compensation Program Features | | | Executive Compensation Program Includes | •Transparent, formulaic incentive plans designed to promote short- and long-term business success based on measures that are tied to our strategic priorities and investor outcomes •Limits on maximum payouts under incentive plans •Strong emphasis on long-term, performance-based compensation •Limited perquisites consistent with competitive practices •Meaningful stock ownership guidelines that align executive and shareholder interests •Clawback policy that provides for recoupment of performance-based compensation and time-based LTI awards in connection with financial restatements, regardless of individual culpability •Double trigger provisions for accelerated equity vesting and cash severance payable in connection with a change in control •Retention of an independent executive compensation consulting firm that reports directly to the Committee and does not perform any additional services for management •Annual reviews and, when appropriate, modifications of the composition of the compensation peer group used to benchmark executive pay levels and practices •Annual Say-on-Pay advisory votes and shareholder engagement that provides the Committee with feedback considered when making future executive compensation decisions | | Executive Compensation Program Does not Include or Prohibits | •Guarantees regarding future increases in target pay, or future payouts under annual or long-term incentive programs •Excise tax gross-ups on severance or change in control payments •Repricing of stock options or other stock-based awards without shareholder approval •Excessive severance or change in control provisions •Hedging or pledging of Company stock by executives, employees and non-employee directors |

  39. PROGRAM OVERVIEW

    | 2025 Compensation Program Design | | | | | | Plan | Annual Pay Element and Weightings | Performance and Vesting Period | Performance Measures (and Weightings) | Payout Range (vs. Target) | | — | Base Salary | — | — | — | | Annual Incentive Plan | Cash Bonus | Annual | Adjusted EBITDA (50%) | 0% to 150% | | | | | Adjusted Free Cash Flow (35%) | | | | | | Organic Revenue (15%) | | | Long-Term Incentive Plan | Performance Stock Awards •60% CEO •55% Other NEOs | Three Years with Cliff Vesting | Adjusted EBITDA Margin (50%) | 0% to 225% | | | | | Organic Revenue Growth (50%) | | | | | | Relative TSR (± 25%) | | | | Restricted Stock Awards •40% CEO •45% Other NEOs | Three Years with Annual Vesting | — | |

  40. Role of the Compensation Consultant

    Role of the Compensation Consultant The Committee has the sole authority to select, retain, terminate and approve the fees payable to outside consultants to provide it with advice on various aspects of executive compensation design and delivery. During fiscal 2025, the Committee retained Meridian to provide information, analyses and advice regarding executive and non-employee director compensation generally. In the course of conducting its activities, representatives of Meridian attended meetings of the Committee and presented findings and recommendations to the Committee for discussion. Representatives of Meridian also met with management to obtain and validate data and review materials. Beyond providing advice and recommendations on the amount and form of executive and director compensation, Meridian provided no additional services to either the Committee or management during fiscal 2025.

  41. USE OF MARKET DATA AND COMPETITIVE COMPENSATION POSITIONING

    USE OF MARKET DATA AND COMPETITIVE COMPENSATION POSITIONING

  42. Compensation Peer Group

    Compensation Peer Group The Committee believes that Mercury's success is dependent upon its ability to continue to attract and retain high-performing executives. To ensure the comparability of our executive compensation practices and pay levels, the Committee has historically monitored executive pay at selected technology, aerospace and defense, and other industrial companies ("peers") with whom Mercury competes for business, executive talent or investor capital. On an annual basis, the Company selects a group of peer companies for use in benchmarking target pay levels and practices towards the end of each fiscal year and in making pay decisions for the following fiscal year. For fiscal 2025, peer companies were selected using a scorecard approach that took relevant factors into account for each potential peer considered, including comparable industry and financial demographics; representation in defense and aerospace stock indices; use as a Mercury comparator by one of Mercury's stock analysts or by nationally-recognized proxy advisors; use of Mercury by the potential peer as one of its own peers for executive pay benchmarking; and prior inclusion by Mercury as a component in its compensation peer group used for making pay decisions for fiscal 2024. The table below shows the composition of our peer group that was established by the Committee in January 2024 for use in benchmarking target pay levels and practices to support pay decisions for fiscal 2025.

  43. Compensation Peer Group

    | Compensation Peer Group for Fiscal 2025 | | | | 3D Systems Corporation | FormFactor, Inc. | Novanta Inc. | | AeroVironment, Inc. | Infinera Corporation | Onto Innovation Inc. | | Axcelis Technologies, Inc. | iRobot Corporation | OSI Systems, Inc. | | Belden Inc. | Kaman Corporation | RBC Bearings Incorporated | | BWX Technologies, Inc. | Kratos Defense & Security Solutions, Inc. | Rogers Corporation | | Curtiss-Wright Corporation | Leonardo DRS, Inc. | Viasat, Inc. | | Diodes Incorporated | MACOM Technology Solutions Holdings, Inc. | |

  44. Compensation Peer Group

    The Committee subsequently met in January 2025 to consider whether, referencing relevant factors and changes in financial demographics for both Mercury and its current or potential peers since January 2024, any changes should be made to the peer group to support its suitability for use in connection with target pay decisions for fiscal 2026. As compared to the peer group used to set target pay for fiscal 2025, the Committee determined to remove Kaman (no longer a standalone publicly traded company following its acquisition by Arcline), 3D Systems and iRobot due to increasing disparity with respect to both their business models as compared to our own and their relatively modest market values, and Viasat due to its significantly higher revenues as compared to our own. The Committee also determined to add two companies (Ducommun and Knowles) whose business models and financial demographics have a stronger similarity to our own.

  45. Use of Market Data

    Use of Market Data In reviewing competitive compensation levels of our named executive officers at the beginning of fiscal 2025, the Committee considered compensation peer group data for Messrs. Ballhaus and Farnsworth (respectively our Chief Executive Officer and Chief Financial Officer). For Messrs. Kupinsky and Wells (respectively our Chief Legal Officer and our Former Chief Operating Officer), the Committee considered competitive compensation levels based on the average of the compensation peer group data and survey data from the Radford Global Technology Survey ("Survey Data") specific to publicly traded companies of similar industry and revenue size to our own because it believed that including a broader survey group more accurately reflects the labor market for these positions and ensures a meaningful sample size. Finally, the Committee considered only Survey Data for reviewing competitive compensation levels for Mr. Ratner (our Chief Human Resources Officer).

  46. Competitive Market Positioning

    Competitive Market Positioning The Committee's practice is to make pay decisions regarding the elements of compensation that compose each named executive officer's target pay (base salary, target bonus and grant date target value of long-term incentives) in July or August of each fiscal year. As part of its decision-making process, the Committee compares each named executive officer's target pay for the fiscal year against market 25th, median and 75th percentile pay levels as reference points in making executive pay decisions; however, the Committee does not use market data in isolation in determining pay. Instead, competitive market data serves as one of many considerations used by the Committee in determining base salary adjustments and target pay opportunities for both annual and long-term incentives. The primary factors considered by the Committee in making its annual pay determinations are shown below.

  47. Competitive Market Positioning

    | Target Pay Determinants | | | | •Positioning to competitive market pay levels | •Long-term financial and individual performance | •Role and responsibilities relative to benchmark, including as a result of executive leadership team size | | •Competitive mix of fixed and variable pay | •Tenure and experience in role | •Internal pay equity | | •Competitive mix of cash and equity | •Expected future contributions and market conditions | •Prior year's compensation levels |

  48. Annual Incentives

    Annual Incentives

  49. Annual Incentives

    | Key Features of the Annual Incentive Plan (AIP) for Fiscal 2025 | | •Performance compared to pre-established annual goals for adjusted EBITDA, organic revenue and adjusted free cash flow | | •Individual weightings used for each performance measure to calculate plan payouts are reviewed annually to ensure alignment with our priority focus areas for the fiscal year | | •Payouts can range from 0% to 150% of target bonus based on performance | | •As described below, the Committee retains discretion to adjust payouts, including to provide for a holistic assessment of our overall performance that is not limited to pre-established financial goals embedded in our annual operating plan |

  50. Annual Incentives

    The AIP provides our executives with the opportunity to earn annual cash incentive awards based on their respective target bonuses and on company performance relative to pre-established goals for adjusted EBITDA, adjusted free cash flow and organic revenue. We chose these performance measures for our annual incentive plan because we believe that they constitute the most important financial measures that drive long-term shareholder value creation. While these performance measures are limited to financial measures, we believe that other items not captured in annual financial performance can drive long-term shareholder value creation, and the Committee therefore retains discretion to adjust plan payouts based on its holistic assessment of overall performance as appropriate. For fiscal 2025, 50%, 35% and 15% of each participant's payout was tied to our results for the above performance measures, respectively. We selected these different weightings for the performance measures under the AIP to align with their relative importance in respect of our priority focus areas for the 2025 fiscal year. The weightings used for our fiscal 2025 AIP performance measures were unchanged from those used for fiscal 2024.

  51. Target Bonuses for Fiscal 2025

    Target Bonuses for Fiscal 2025 AIP target bonuses are established annually for each named executive officer as a percentage of their base salary for the fiscal year. For fiscal 2025, the AIP target bonus percentage for each of our named executive officers was held constant at the fiscal 2024 level.

  52. Target Bonuses for Fiscal 2025

    | | Fiscal 2025 Base Salary(1) | Fiscal 2025 Target Bonus (%) | Fiscal 2025 Target Bonus ($) | | Current Employees: | | | | | William L. Ballhaus | $983,000 | 150% | $1,474,500 | | David E. Farnsworth | 463,500 | 110% | 509,850 | | Stuart H. Kupinsky | 463,500 | 100% | 463,500 | | Steven V. Ratner | 450,883 | 100% | 450,883 | | Former Employee: | | | | | Charles R. Wells, IV | 468,000 | 110% | 514,800 |

  53. Target Bonuses for Fiscal 2025

    (1)Reflects each executive's annual base salary rate at the end of fiscal 2025 or at such earlier time during fiscal 2025 on which their employment with Mercury terminated.

  54. Performance Goals and Payout Ranges for Fiscal 2025

    Performance Goals and Payout Ranges for Fiscal 2025 The Committee established threshold, target and maximum performance goals and related payout factors for each of our performance measures under the AIP at the beginning of our fiscal year in August 2024. The table below sets forth the specific performance goals and related payout factors established by the Committee under the AIP for fiscal 2025.

  55. Performance Goals and Payout Ranges for Fiscal 2025

    | Performance Goals for Fiscal 2025(1) | | | | | | Achievement Levels | Adjusted EBITDA (50% Weighting) | Adjusted Free Cash Flow (35% Weighting) | Organic Revenue (15% Weighting) | Payout Factor (% of Target Bonus)(2) | | Maximum | ≥ $143.8 | ≥ $81.6 | ≥ $986.0 | 150% | | Target | 125.0 | 62.8 | 857.4 | 100% | | Threshold | 106.3 | 44.0 | 771.7 | 50% | | Below Threshold | < 106.3 | < 44.0 | < 771.7 | 0% |

  56. Performance Goals and Payout Ranges for Fiscal 2025

    (1)All performance goals are expressed in millions. (2)Payouts for performance between the stated achievement levels are calculated using linear interpolation.

  57. Results and AIP Payouts for Fiscal 2025

    Results and AIP Payouts for Fiscal 2025 For purposes of calculating actual financial results under the AIP relative to threshold, target and maximum performance goals, the Committee excludes the effects of pre-established categories of items that it believes are not reflective of operating performance. For a further discussion of these adjustments, see "Appendix B: Reconciliation of GAAP Measures to Non-GAAP Measures." After giving effect to these adjustments, our calculated performance under the AIP for fiscal 2025 appears in the table below.

  58. Results and AIP Payouts for Fiscal 2025

    | Calculated AIP Results for Fiscal 2025(1) | | | | | | | Performance Goal | Performance Achieved(2) | | Payout Factor | Weighting | Payout Earned (% of Target Bonus) | | Adjusted EBITDA | | 119.4 | 85.0% | 50% | 42.5% | | Adjusted Free Cash Flow | | 119.0 | 150.0% | 35% | 52.5% | | Organic Revenue | | 912.0 | 121.2% | 15% | 18.2% | | Total | | | | | 113.2% |

  59. Results and AIP Payouts for Fiscal 2025

    (1)As discussed above, the Committee retains discretion under the AIP to adjust calculated payouts. The Committee did not make any such adjustments for fiscal 2025. (2)Performance results are expressed in millions. Individual executives must remain employed with us through the date of payment in order to receive a bonus under the AIP. For fiscal 2025, bonuses earned under the AIP were paid to executives on August 28, 2025. Mr. Wells did not receive a bonus payout under the AIP for fiscal 2025 by virtue of his earlier resignation during the fiscal year. The amounts earned under the AIP by the other named executives officers for fiscal 2025 are set forth below.

  60. Results and AIP Payouts for Fiscal 2025

    | AIP Payouts for Fiscal 2025 | | | | | | Fiscal 2025 Target Bonus | Fiscal 2025 AIP Payout (%) | Fiscal 2025 AIP Payout ($) | | William L. Ballhaus | $1,474,500 | 113.2% | $1,669,134 | | David E. Farnsworth | 509,850 | 113.2% | $577,150 | | Stuart H. Kupinsky | 463,500 | 113.2% | $524,682 | | Steven V. Ratner | 450,883 | 113.2% | $510,400 |

  61. Long-Term Incentives

    Long-Term Incentives Long-term incentive ("LTI") awards are intended to align the interests of our named executive officers with shareholders by linking a meaningful portion of executive pay to shareholder value creation over a multi-year period. LTI awards are also provided to drive the performance of our long-term business strategy, engage and retain our key executives and facilitate ownership of our common stock. The Committee generally grants long-term incentives to our named executive officers in the form of restricted stock units ("RSUs") and performance stock units ("PSUs").

  62. Restricted Stock Units

    Restricted Stock Units RSUs are awarded to named executive officers under our LTI program to facilitate executive ownership of company stock, to align the interests of our executives with those of our shareholders and to support retention. RSUs vest in annual increments over a three-year period and the ultimate value of these awards to recipients is dependent on our stock price at the time of vesting.

  63. Performance Stock Units

    Performance Stock Units PSUs are awarded to named executive officers under our LTI program primarily to motivate multi-year financial achievements that are aligned with shareholder value creation. Award payouts under PSUs are tied to Mercury's financial performance over a three-year fiscal period beginning with the year in which they are granted. The financial performance measures used to calculate award payouts are adjusted EBITDA margin (which is adjusted EBITDA divided by organic revenue) and organic revenue, each of which is equally weighted in determining overall performance. The payout factor for each measure ranges from 0% to 200%. The award payout is also subject to a modifier based on Mercury's TSR for the performance period relative to the companies within the SPADE® Defense Index. This modifier can increase or decrease the payout percentage of the award by up to 25 percentage points. Accordingly, if maximum performance is achieved for the two performance measures (200%) and the TSR modifier (+ 25%), the award payout would be 225% of target shares. For PSUs granted in fiscal 2025 (our fiscal 2025-2027 PSU awards), the Committee set annual performance goals for adjusted EBITDA margin and organic revenue for each year within the fiscal 2025-2027 performance period, subject to a three-year TSR-based performance modifier. The fiscal 2025 financial performance goals are set forth in the table below. The fiscal 2026 and 2027 financial performance goals are calculated by applying annual growth factors that were established when the awards were granted in August of fiscal 2025, to the actual results achieved for fiscal 2025 and 2026, respectively. This design was implemented to emphasize management's accountability for delivering meaningful results during a period of geopolitical uncertainty and potential for significant growth. We will disclose the dynamic growth factors underlying these awards and the resulting performance requirements for fiscal 2026 and 2027 in our 2026 and 2027 proxy statements, respectively.

  64. Performance Stock Units

    | Fiscal 2025 Financial Performance Goals under Fiscal 2025-2027 PSU Awards | | | | | Achievement Levels | FY25 Adjusted EBITDA Margin (50% Weighting) | FY25 Organic Revenue(1) (50% Weighting) | Financial Payout Factor(2) (% of Target Shares) | | Maximum | ≥ 16.1% | ≥ $943.0 | 200% | | Target | 14.6% | 857.0 | 100% | | Threshold | 13.1% | 771.0 | 50% | | Below Threshold | < 13.1% | < 771.0 | 0% |

  65. Performance Stock Units

    (1)Organic Revenue performance goals are expressed in millions. (2)Payouts for performance between each stated achievement level are calculated using linear interpolation. For fiscal 2025, our actual adjusted EBITDA Margin and organic revenue were 13.1% and $912.0 million, respectively. These achievements resulted in a fiscal 2025 financial payout factor for each measure of 50.0% and 164.0%, respectively, and 107.0% overall. Each year's financial performance is equally weighted in determining the total financial payout factor for the 2025-2027 PSU awards. Accordingly, 35.7% of target shares have been earned through fiscal 2025 under the 2025-2027 PSU awards, subject to a three-year TSR-based performance modifier that will be applied as set forth in the table below.

  66. Performance Stock Units

    | TSR Performance Modifier for Fiscal 2025-2027 PSU Awards | | | | Achievement Levels | FY25-27 Relative TSR Percentile Ranking | Payout Modifier(1) | | Maximum | ≥ 75th Percentile | + 25% | | High Target | 55th Percentile | 0% | | Low Target | 50th Percentile | 0% | | Threshold | < 25th Percentile | - 25% |

  67. Performance Stock Units

    (1)Payouts for performance between the stated achievement levels are calculated using linear interpolation.

  68. Annual Long-Term Incentive Awards Granted to Named Executive Officers in Fiscal 2025

    Annual Long-Term Incentive Awards Granted to Named Executive Officers in Fiscal 2025 The Committee typically approves the grant of long-term incentive awards for named executive officers on an annual basis in mid-August. For fiscal 2025, the Committee (and in the case of Mr. Ballhaus, the independent directors on the Board) approved the annual long-term incentive awards below, which were granted on August 15, 2024.

  69. Annual Long-Term Incentive Awards Granted to Named Executive Officers in Fiscal 2025

    | Grant Date Target Value of Annual LTI Awards for Fiscal 2025(1) | | | | | | Restricted Stock Units(2) ($) | Performance Stock Units(2) ($) | Total ($) | | Current Employees: | | | | | William L. Ballhaus | $2,380,000 | $3,570,000 | $5,950,000 | | David E. Farnsworth(3) | 720,000 | 880,000 | 1,600,000 | | Stuart H. Kupinsky | 540,000 | 660,000 | 1,200,000 | | Steven V. Ratner | 495,000 | 605,000 | 1,100,000 | | Former Employee: | | | | | Charles R. Wells, IV(4) | 900,000 | 1,100,000 | 2,000,000 |

  70. Annual Long-Term Incentive Awards Granted to Named Executive Officers in Fiscal 2025

    (1)The grant date target values reported in the table above differ from the grant date fair values for these awards that are disclosed in the tables that appear in the Tabular Executive Compensation Disclosure section of this proxy statement because they are calculated using different methodologies and assumptions. For a further discussion, see Note 1 to the Summary Compensation Table. (2)Grant date target values were converted into the number of shares underlying each award based on the average closing price of Mercury's common stock during the 30 calendar days prior to the grant date. (3)This table does not include a $1 million award of RSUs granted to Mr. Farnsworth on April 15, 2025 in connection with the expansion of his role—including leading a rigorous and focused organization-wide management operating system, actioning a robust and aligned technology investment strategy, overseeing execution-related customer engagements and driving operational performance—following the resignation of Mr. Wells. For a further discussion, see Note 6 to the Grants of Plan-Based Awards table in the Tabular Executive Compensation Disclosure section of this proxy statement. (4)All stock awards granted to Mr. Wells during fiscal 2025 were forfeited upon his resignation in April 2025.

  71. EMPLOYMENT, SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS

    EMPLOYMENT, SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS We have entered into an employment agreement with Mr. Ballhaus, and severance agreements with each of our other executive officers, that provide specified benefits in connection with certain terminations of employment. Our severance benefits are designed to be market competitive and do not include tax gross-ups. Consistent with market practice, these arrangements provide enhanced benefits in the event of a termination in connection with a change in control, which are designed to ensure that our executives entertain proposals that are in the best interests of our shareholders even when it may not be in their own personal best interest, thereby aligning the interests of the executives with those of our shareholders. For a further description of these severance agreements, see "Tabular Executive Compensation Disclosure — Potential Payments Upon Change in Control or Termination of Employment."

  72. COMPENSATION RISK ASSESSMENT

    COMPENSATION RISK ASSESSMENT The Committee periodically reviews and discusses with management, management's assessment of whether risks arising from Mercury's compensation policies and practices for all employees, including executive officers, are reasonably likely to have a material adverse effect on the company. As part of the most recent assessment, the following were determined on a collective basis for Mercury and its subsidiaries: •Our compensation programs consist of both fixed and variable components, as well as short- and long-term performance measures. Fixed compensation is in the form of base salary, which provides a steady income stream to our employees regardless of the performance of our business or stock price. Variable compensation (in the form of annual and long-term incentives) fluctuates based upon our performance against short- and long-term objectives or our stock price. This balanced mix of compensation is designed to motivate our employees, including our executive officers, to produce superior short- and long-term corporate performance without taking unnecessary or excessive risks. •Our incentive compensation designs emphasize company profit, revenue and cash flow as key performance measures. We believe that our focus on these measures encourages a comprehensive approach to our overall performance and emphasizes consistent behavior across the organization. •Payouts under our AIP and our PSUs are subject to maximum limits as a percentage of target awards. We believe this mitigates excessive risk taking by limiting potential windfalls for dramatically exceeding performance expectations. •We prohibit all of our employees from engaging in short sales or pledges of company stock, or buying or selling puts, calls, or other derivative securities related to company stock. These restrictions are intended to minimize the likelihood that our employees will become subject to personal incentives that are contrary to the long-term interests of Mercury and our shareholders. •Our stock ownership guidelines policy is intended to align our executives' long-term interests with those of our shareholders and to encourage a long-term focus in managing the Company.

  73. EQUITY GRANT TIMING AND PRACTICES

    EQUITY GRANT TIMING AND PRACTICES The Committee maintains an equity awards compensation policy, which provides that equity awards for employees are granted on predetermined dates on the 15th of the month or the next business day if the 15th is a weekend or holiday. Annual equity awards for employees are granted on August 15th or the next business day if the 15th is a weekend. These dates are set in advance and are not adjusted based on the timing of the release of material non-public information ("MNPI"). In determining the timing and terms of equity awards, the Committee does not consider whether the Company is about to release MNPI. The Committee does not time the public disclosure of MNPI for the purpose of affecting the value of executive compensation. Equity awards are approved based on long-term performance goals and market benchmarks, and are intended to align executive interests with those of shareholders. During fiscal year 2025, we did not grant any equity awards to named executive officers within the four business days before or one business day after the filing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed MNPI. Under the terms of the Company's LTI plans, the exercise price of stock options awarded under such plans may not be less than the fair market value of the underlying company stock on the date of grant. The Committee does not grant discounted stock options, and our long-term equity incentive plans do not permit stock option repricing without shareholder approval. When calculating the number of shares to be granted in respect of an LTI award with an intended grant date target value, the Company's practice is to value each share underlying the award to be granted based on the 30-day average closing price of our stock prior to the grant date.

  74. Summary Compensation Table

    Summary Compensation Table The following table provides summary information concerning compensation paid or accrued by us to or on behalf of all individuals serving as our principal executive officer or principal financial officer at any time during fiscal 2025, each of our three other most highly compensated executive officers serving at our 2025 fiscal year end and up to two other persons who would have been among those three except for the fact that they were no longer serving as executive officers at year end. These officers are collectively referred to as our "named executive officers."

  75. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Awards(1)(2) | Option Awards | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | Current Employees: | | | | | | | | | | William L. Ballhaus(5) Chairman, President and Chief Executive Officer | 2025 | $974,115 | — | $7,553,696 | — | $1,669,134 | $33,000 | 10,229,945 | | | 2024 | 913,462 | 570,000 | 9,036,147 | 11,870,199 | — | 32,700 | 22,422,508 | | | 2023 | — | — | — | | — | 255,967 | 255,967 | | David E. Farnsworth(6) EVP and Chief Financial Officer | 2025 | 459,865 | — | 3,088,461 | — | 577,150 | 33,105 | 4,158,581 | | | 2024 | 415,385 | 398,000 | 4,674,584 | — | — | 34,846 | 5,522,815 | | Stuart H. Kupinsky(7) EVP, Chief Legal Officer and Corporate Secretary | 2025 | 459,865 | — | 1,512,816 | — | 524,682 | 38,297 | 2,535,660 | | | 2024 | 173,077 | 75,000 | 1,568,385 | — | — | 8,308 | 1,824,770 | | Steven V. Ratner(8) EVP and Chief Human Resources Officer | 2025 | 447,347 | — | 1,420,679 | — | 510,400 | 32,185 | 2,410,611 | | | 2024 | 434,317 | 175,100 | 728,296 | — | — | 33,163 | 1,370,876 | | Former Employee: | | | | | | | | | | Charles R. Wells, IV(9) Former EVP and Chief Operating Officer | 2025 | 373,154 | — | 2,560,289 | — | — | 29,018 | 2,962,461 | | | 2024 | 434,562 | 198,000 | 1,667,249 | — | — | 32,939 | 2,332,750 | | | 2023 | 415,000 | — | — | — | 78,020 | 168,709 | 661,729 |

  76. Summary Compensation Table

    (1)Represents the aggregate grant date fair values of stock awards granted to our named executive officers. The amounts reported in this column do not reflect whether the named executive officer has actually realized a financial benefit from the related awards. In the case of Mr. Wells, by virtue of his resignation in April 2025, all stock awards granted to him during fiscal 2025 and all unvested awards granted to him during prior fiscal years were forfeited. The grant date fair values of stock awards are computed in accordance with Accounting Standards Codification Topic 718 (ASC Topic 718). For a discussion of the assumptions and methodologies used to calculate the grant date fair value of stock awards in this proxy statement, please refer to Note B of the financial statements in our annual report on Form 10-K for the fiscal year ended June 27, 2025. The grant date fair values of stock awards reported in this Summary Compensation Table and the other tables in the "Tabular Executive Compensation Disclosure" section of this proxy statement are different than the grant date target values for such awards that are reported in the Compensation Discussion and Analysis. The amounts that appear in the Compensation Discussion and Analysis reflect our practice of valuing stock awards based on the average per share closing price of Mercury's common stock over the 30 days prior to the date of grant, while the amounts that appear in the Tabular Executive Compensation Disclosure section are calculated using the closing price of Mercury common stock only on the grant date itself. In addition, the grant date values ascribed to awards of PSUs discussed in the Compensation Discussion and Analysis assume that the target level of performance for these awards will be achieved, while the values reported for these awards in the Tabular Executive Compensation Disclosure section are based on a Monte-Carlo simulation model that may result in a different expectation of performance at the time of grant. For a further discussion, see Note 2 below. (2)The fiscal 2025 amounts reported for PSUs in this column reflect the grant date fair value of such awards based on a Monte-Carlo valuation of each award on the date of grant, determined under ASC Topic 718. The fiscal 2025 amounts included in this column for PSUs are: Mr. Ballhaus – $4,785,175; Mr. Farnsworth – $1,179,558; Mr. Kupinsky – $884,657; Mr. Ratner – $810,920; and Mr. Wells – $1,474,413. If these PSUs had been valued as of the grant date assuming that the highest level of performance would be achieved, the amounts included for each named executive officer would have been as follows (reflecting, in each case, the number of shares issuable for maximum performance, multiplied by the per share closing price of our stock on the grant date of these awards as determined under ASC Topic 718): Mr. Ballhaus – $8,305,482; Mr. Farnsworth – $2,047,324; Mr. Kupinsky – $1,535,473; Mr. Ratner – $1,407,490; and Mr. Wells – $2,559,094. (3)The amounts reported in this column for fiscal 2025 represent payouts earned under our annual incentive plan based on our fiscal year performance. For a further discussion, see "Compensation Discussion and Analysis — Elements of Fiscal 2025 Target Pay – Annual Incentives." (4)The table below shows the components of this column for fiscal 2025:

  77. Summary Compensation Table

    | Name | Employer Contributions to 401(k) Plan(a) | Personal Tax and Financial Planning(b) | Other(c) | Total All Other Compensation | | Current Employees: | | | | | | William L. Ballhaus | $21,000 | $12,000 | $— | $33,000 | | David E. Farnsworth | 21,105 | 12,000 | — | 33,105 | | Stuart Kupinsky | 26,297 | 12,000 | — | 38,297 | | Steven V. Ratner | 20,185 | 12,000 | — | 32,185 | | Former Employees: | | | | | | Charles R. Wells, IV | 15,881 | 12,000 | 1,137 | 29,018 |

  78. Summary Compensation Table

    (a)Reflects company contributions credited to accounts of our named executive officers under the Mercury Employees Retirement Investment Trust, which is a tax-qualified, 401(k) defined contribution plan. Employer contributions vest in equal annual increments over the two-year period following the participant's date of hire or, if earlier, upon the applicable participant attaining the age of 55. (b)Represents annual stipends paid in lump sum to each executive to support their retention of personal tax and financial planning advisory services. (c)Represents net payments by the Company to, or on behalf of, Mr. Wells to re-acquire 127 shares purchased under our tax-qualified employee stock purchase plan in excess of plan limits. These shares were originally purchased by Mr. Wells in November 2023, and were re-acquired by the Company in December 2024. The net payments disclosed in the above table include: (x) $1,111, representing the amount by which the fair market value of the shares in December 2024 exceeded the aggregate purchase price originally paid by Mr. Wells for the shares in November 2023, and (b) $26, representing a gross-up payment in respect of incremental taxable compensation incurred by Mr. Wells as a result of the re-characterization of the November 2023 purchase as occurring outside of our employee stock purchase plan. (5)Mr. Ballhaus has served as a member of Mercury's Board of Directors since June 21, 2022. Although Mr. Ballhaus was appointed as our Interim President and Chief Executive Officer on June 25, 2023, he did not receive any compensation for fiscal 2023 other than in connection with his non-employee director service. Following the completion of a detailed search process, he was named as our President and Chief Executive Officer effective August 15, 2023, and as Chairman of our Board effective October 25, 2023. (6)Mr. Farnsworth joined Mercury on July 17, 2023 as our Chief Financial Officer and Treasurer. He served in this capacity through October 25, 2023, and he has continued to serve as our Chief Financial Officer thereafter. (7)Mr. Kupinsky joined Mercury on January 29, 2024. (8)Mr. Ratner served as Senior Vice President and Chief Human Resources Officer until September 23, 2023, when he was promoted to the office of Executive Vice President and Chief Human Resources Officer. Mr. Ratner was not a named executive officer prior to fiscal 2024. (9)Mr. Wells served as President of our Microelectronics division until January 22, 2024, when he was named as our Chief Operating Officer. He continued to serve in this role until his resignation effective April 4, 2025.

  79. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information regarding: (1) annual incentive plan awards and (2) PSU, RSU and stock option awards under the Mercury Systems, Inc. Amended and Restated 2018 Stock Incentive Plan. Except as set forth below, plan-based awards granted to the named executive officers in fiscal year 2025 were approved by the Human Capital and Compensation Committee (the "Committee"), or by the independent directors on our Board of Directors (in the case of all awards granted to our Chief Executive Officer) on the dates below.

  80. Grants of Plan-Based Awards

    | Name | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | | Award | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Current Employees: | | | | | | | | | | | | | William L. Ballhaus | AIP(1) | — | — | 737,250 | 1,474,500 | 2,211,750 | | | | | — | | | PSU(2)(3) | 8/15/24 | 8/8/24 | | | | 25,877 | 103,508 | 232,893 | | 4,785,175 | | | RSU(4)(5) | 8/15/24 | 8/8/24 | | | | | | | 69,006 | 2,768,521 | | David E. Farnsworth | AIP(1) | — | — | 254,925 | 509,850 | 764,775 | | | | | — | | | PSU(2)(3) | 8/15/24 | 8/7/24 | | | | 6,379 | 25,515 | 57,409 | | 1,179,558 | | | RSU(4)(5) | 8/15/24 | 8/7/24 | | | | | | | 20,876 | 837,545 | | | RSU(5)(6) | 4/15/25 | 3/25/25 | | | | | | | 22,306 | 1,071,357 | | Stuart H. Kupinsky | AIP(1) | — | — | 231,750 | 463,500 | 695,250 | | | | | — | | | PSU(2)(3) | 8/15/24 | 8/7/24 | | | | 4,784 | 19,136 | 43,056 | | 884,657 | | | RSU(4)(5) | 8/15/24 | 8/7/24 | | | | | | | 15,657 | 628,159 | | Steven V. Ratner | AIP(1) | — | — | 225,442 | 450,883 | 676,325 | | | | | — | | | PSU(2)(3) | 8/15/24 | 8/7/24 | | | | 4,385 | 17,541 | 39,467 | | 810,920 | | | DCMP PSU(7)(8)(9) | 12/23/24 | 10/25/23 | | | | | 843 | | | 33,973 | | | RSU(4)(5) | 8/15/24 | 8/7/24 | | | | | | | 14,352 | 575,802 | | Former Employee: | | | | | | | | | | | | | Charles R. Wells, IV | AIP(1) | — | — | 257,400 | 514,800 | 772,200 | | | | | — | | | PSU(2)(3) | 8/15/24 | 8/7/24 | | | | 7,973 | 31,893 | 71,759 | | 1,474,413 | | | DCMP PSU(7)(8)(9) | 12/23/24 | 10/25/23 | | | | | 966 | | | 38,930 | | | RSU(4)(5) | 8/15/24 | 8/7/24 | | | | | | | 26,095 | 1,046,931 |

  81. Grants of Plan-Based Awards

    (1)Represents the cash payout opportunities under our annual incentive plan for fiscal 2025 that would be earned assuming achievement of the specific Threshold, Target or Maximum levels of performance established by the Committee for the performance measures under the plan. For a further discussion of the performance measures and payout opportunities for fiscal 2025, see "Compensation Discussion and Analysis – Elements of Fiscal 2025 Target Pay – Annual Incentives." (2)Represents PSUs granted during fiscal 2025 that vest on the third anniversary following their grant date. The final number of shares of our common stock earned in respect of these awards will vary based upon Mercury's annual organic revenue and adjusted EBITDA margin results during the three-year fiscal performance period ending with fiscal year 2027, and is also subject to a modifier based on Mercury's TSR for the three-year performance period relative to the companies within the Spade Defense Index. The amounts disclosed in the Estimated Future Payouts Under Equity Incentive Plan Awards columns for these awards represent the number of shares of our common stock that would be earned assuming achievement of the specific Threshold, Target or Maximum levels of performance established by the Committee in respect of each award, applying the lowest (- 25%), the mid-point (0%) and the highest (+ 25%) TSR modifiers to these achievements, respectively. Any shares earned under these awards will be distributed at the time of vesting. For a further discussion of these PSUs, see "Compensation Discussion and Analysis – Elements of Fiscal 2025 Target Pay – Long-Term Incentives – Performance Stock Awards." See also "– Potential Payments Upon Change in Control or Termination of Employment" for a discussion concerning the effect of a change in control or termination of employment on these PSUs. (3)The amount disclosed in the Grant Date Fair Value of Stock and Option Awards column for PSUs granted during fiscal 2025 represents the grant date fair value of each award based on a Monte-Carlo valuation on the date of grant, determined under ASC Topic 718. (4)Except as set forth in Note 6 below, RSUs granted in fiscal 2025 vest in annual increments of 50%, 25% and 25% over the three-year period following their grant date, and the distribution of shares underlying these awards will be made at the time of vesting. (5)The amount disclosed in the Grant Date Fair Value of Stock and Option Awards column represents the grant date fair value of each award, as calculated in accordance with ASC Topic 718. For a further discussion of our RSUs, see "Compensation Discussion and Analysis – Elements of Fiscal 2025 Target Pay – Long-Term Incentives – Restricted Stock Units." For a further discussion concerning the effect of a change in control or termination of employment on outstanding awards, see "– Potential Payments Upon Change in Control or Termination of Employment." (6)Represents a one-time award of RSUs to Mr. Farnsworth in connection with the expansion of his role—including leading a rigorous and focused organization-wide management operating system, actioning a robust and aligned technology investment strategy, overseeing execution-related customer engagements and driving operational performance—following the resignation of Mr. Wells. These RSUs vest, and the distribution of shares underlying these awards will be made, in equal annual increments over the three-year period following the grant date. For a further discussion concerning the effect of a change in control or termination of employment on this award, see "– Potential Payments Upon Change in Control or Termination of Employment." (7)Represents PSUs granted during fiscal 2025 as Company matching awards in respect of the participant's irrevocable election in December 2024 to enroll in our Deferred Compensation Matching Plan ("DCMP") for calendar 2025. The DCMP allows eligible employees to defer up to 50% of their base salary and 100% of their annual incentive plan bonus that would have otherwise been paid to them during the calendar year. The Company provides PSU matching awards for compensation deferrals under the DCMP to restore benefits that are otherwise limited by IRS regulations governing qualified plans such as our 401(k) plan. Each year, the IRS sets caps on employee deferrals to qualified plans and on the amount of employee compensation that can be considered for employer matching contributions in qualified plans. These limits can reduce tax-deferred savings opportunities and related matching contributions available to highly compensated employees. The DCMP is designed to address this gap by allowing eligible employees to defer additional compensation and receive PSU matching awards based on the value that would have been provided as employer matching contributions for these deferrals under our 401(k) plan absent IRS limits. Under our 401(k) plan, we match 100% of employee contributions, subject to a maximum of 6% of the employee's eligible cash compensation for the applicable calendar year. (8)The vesting of PSU matching awards granted during fiscal 2025 is contingent on the Company earning at least $1 in aggregate adjusted EBITDA for the four fiscal quarters corresponding to the 2025 calendar year. Subject to the satisfaction of this performance condition, the final number of shares of our common stock earned by the participant in respect of these awards will be calculated based on the matching formula set forth in Note 7 above as well as our prior 30-day average closing stock price at the time the performance condition and matching formula criteria are evaluated (which will occur during the first quarter of calendar 2026). The amount disclosed in the Estimated Future Payouts Under Equity Incentive Plan Awards columns for PSU matching awards represents the number of shares of our common stock that would be earned by the plan participant assuming: (a) the satisfaction of the adjusted EBITDA performance condition, (b) the aggregate value of the participant's actual DCMP deferrals and eligible cash compensation for calendar 2025 is consistent with our expectations at the time of grant, and (c) our prior 30-day average closing stock price at the time the performance condition and matching formula criteria are evaluated is $39.29, which represents our prior 30-day average closing stock price on the date the PSU matching awards were granted. (9)The amount disclosed in the Grant Date Fair Value of Stock and Option Awards column for PSU matching awards is based on the grant date closing price of our common stock of $43.30, multiplied by the number of shares reported for the award in the Estimated Future Payouts Under Equity Incentive Plan Awards columns.

  82. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information with respect to holdings of exercisable and unexercisable stock options, and unvested RSUs and PSUs, held by the named executive officers at June 27, 2025.

  83. Outstanding Equity Awards at Fiscal Year-End

    | | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) | | Current Employees: | | | | | | | | | | William L. Ballhaus | 8/17/23 | 233,500 | 42.00 | 8/17/27 | 42,839 | 2,288,031 | 23,243 | 1,241,409 | | | 8/17/23 | 233,500 | 43.00 | 8/17/27 | 82,034(5) | 4,381,436 | | | | | 8/17/23 | 233,500 | 46.00 | 8/17/28 | | | | | | | 8/17/23 | 233,500 | 49.00 | 8/17/28 | | | | | | | 8/15/24 | — | — | — | 69,006 | 3,685,610 | 232,893 | 12,438,815 | | David E. Farnsworth | 8/17/23 | — | — | — | 12,305 | 657,210 | 5,640 | 301,232 | | | 8/17/23 | — | — | — | 27,344 | 1,460,443 | 10,254 | 547,666 | | | 8/15/24 | — | — | — | 20,876 | 1,114,987 | 57,409 | 3,066,215 | | | 4/15/25 | — | — | — | 22,306 | 1,191,363 | | | | Stuart H. Kupinsky | 2/15/24 | — | — | — | 14,866 | 793,993 | 6,814 | 363,936 | | | 8/15/24 | — | — | — | 15,657 | 836,240 | 43,056 | 2,299,621 | | Steven V. Ratner | 8/17/23 | — | — | — | 5,742 | 306,680 | 2,632 | 140,575 | | | 8/15/24 | — | — | — | 14,352 | 766,540 | 39,467 | 2,107,932 | | | 12/23/24 | | | | | | 706(6) | 37,717 | | Former Employee: | | | | | | | | | | Charles R. Wells, IV | 12/23/24 | — | — | — | | | 1(6) | 65 |

  84. Outstanding Equity Awards at Fiscal Year-End

    (1)Represents stock options that, in each case, vest one year prior to the option expiration date reported in the table above. (2)Except as set forth in Note 5 below, represents RSUs that vest in three equal annual increments commencing on the first anniversary following the grant date (or in the case of the RSUs granted on August 15, 2024, vest in annual increments of 50%, 25% and 25% over the three-year period following their grant date). For a discussion concerning the effect of a change in control or termination of employment on outstanding RSUs, see "– Potential Payments Upon Change in Control or Termination of Employment." (3)The market value of each award is based on the closing price of our common stock on June 27, 2025 of $53.41, multiplied by the number of shares reported for the award. (4)Except as set forth in Note 6 below, represents PSUs that vest on the three-year anniversary following the grant date, subject to the applicable performance requirements of the awards. Consistent with SEC rules, (a) the number of shares reported for PSU awards granted on August 17, 2023 and February 15, 2024 reflects the Threshold level of performance because our actual performance through the end of fiscal 2025 was below the Threshold level of performance under these awards (which is based on performance over the three fiscal years ending in 2026) and (b) the number of shares reported for PSU awards granted on August 15, 2024 reflects the Maximum level of performance because our actual performance for fiscal 2025 under these awards exceeded the Target level of performance under these awards. For a discussion concerning the effect of a change in control or termination of employment on outstanding PSUs, see "– Potential Payments Upon Change in Control or Termination of Employment." (5)Represents a new-hire matching award of RSUs granted to Mr. Ballhaus. These RSUs will vest on August 17, 2026, contingent upon Mr. Ballhaus' continuing to hold through that time $1.5 million in Mercury common stock that he purchased on the open market on August 18, 2023. (6)Represents PSUs granted as Company matching awards in respect of the participant's irrevocable election in December 2024 to enroll in our Deferred Compensation Matching Plan ("DCMP") for calendar 2025. Consistent with SEC rules, the number of shares reported for these awards reflects an updated amount based on the participant's anticipated DCMP contributions through the end of calendar 2025, as well as the closing price of our common stock on June 27, 2025 of $53.41.

  85. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table provides information regarding the vesting of RSUs and PSUs held by our named executive officers during fiscal 2025. No stock options were exercised by any of the named executive officers during fiscal 2025.

  86. Options Exercised and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Current Employees: | | | | William L. Ballhaus | 21,421 | 858,982 | | David E. Farnsworth | 19,826 | 795,023 | | Stuart H. Kupinsky | 7,433 | 330,397 | | Steven V. Ratner | 9,263 | 487,635 | | Former Employees: | | | | Charles R. Wells, IV | 17,152 | 716,453 |

  87. Options Exercised and Stock Vested

    (1)The amounts reported in this column represent the gross number of shares of our common stock acquired upon the vesting of RSUs and PSUs without taking into account shares sold on behalf of the recipient to satisfy applicable tax withholding obligations. (2)The amounts reported in this column are calculated based on the closing market price of our common stock on the applicable vesting dates.

  88. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table provides information regarding contributions, earnings and balances for our named executive officers under our Deferred Compensation Matching Plan during fiscal 2025.

  89. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year(1) ($) | Aggregate Earnings in Last Fiscal Year(2) ($) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Current Employees: | | | | | | William L. Ballhaus | $— | $— | $— | $— | | David E. Farnsworth | — | — | — | — | | Stuart Kupinsky | — | — | — | — | | Steven V. Ratner | 3,815 | 266 | — | 4,081 | | Former Employees: | | | | | | Charles R. Wells, IV | 1,080 | 62 | —(e) | 1,142 |

  90. Nonqualified Deferred Compensation

    (1)The amounts reported in this column are included in the Salary column for fiscal 2025 in the Summary Compensation Table. (2)Represents aggregate earnings on plan balances during fiscal 2025, which are based on participant selections among investment options that generally mirror those available to participants in our 401(k) plan. The amounts reported are not considered above-market or preferential earnings and, accordingly, are not included in the Summary Compensation Table. For a further discussion of our DCMP, see Note 7 to the "Grants of Plan-Based Awards" table. The above table does not include the value of PSU matching awards granted to DCMP plan participants in respect of their compensation deferrals because our matching awards are granted under the Mercury Systems, Inc. Amended and Restated 2018 Stock Incentive Plan. For further information concerning these awards, see the "Grants of Plan-Based Awards" and the "Outstanding Equity Awards at Fiscal Year-End" tables.

  91. Potential Payments upon Change in Control or Termination of Employment

    Potential Payments upon Change in Control or Termination of Employment

  92. CEO Pay Ratio

    CEO Pay Ratio We are providing the following information about the ratio for fiscal 2025 of our CEO's total compensation to the total compensation of our median compensated employee (our "CEO pay ratio") pursuant to the SEC's guidance under Item 402(u) of Regulation S-K. The CEO pay ratio disclosed below represents a reasonable good faith estimate, calculated in a manner consistent with SEC rules, based on our payroll and employment records and the methodology described below. We identified our median employee using our employee population as of April 1, 2024. As permitted by the SEC's pay ratio rules, we used the same median employee to calculate our fiscal 2025 pay ratio that we used to calculate our fiscal 2024 pay ratio, as we believe that there have been no changes in our employee population or employee compensation arrangements that would result in a significant change to our pay ratio disclosure. See our 2024 proxy statement for information regarding the process we utilized to identify our "median employee." –Our CEO's total annual compensation for fiscal 2025, calculated pursuant to SEC rules, was $10,229,945. –Our median employee's total annual compensation for fiscal 2025, calculated pursuant to SEC rules, was $112,956. –The resulting CEO pay ratio for fiscal 2025 is approximately 91:1. The SEC rules for identifying the median compensated employee and calculating the CEO pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the CEO pay ratio reported by other companies, including in our own industry, may not be comparable to the CEO pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own CEO pay ratios.

  93. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K (the "PVP Rules"), the following sets forth information regarding an amount referred to as "compensation actually paid" (or "CAP") to our current CEO, William L. Ballhaus, and to our former CEO, Mark Aslett, who collectively served as our principal executive officers (or “PEOs”) during our five most recently completed fiscal years, and to our named executive officers other than the PEOs during this this period (our "Other NEOs") whose compensation is reported either in our Summary Compensation Table in this proxy statement, or in the Summary Compensation Tables that appear in our prior proxy statements that report on executive compensation during the covered period. Our Summary Compensation Tables disclose the total compensation paid to our PEOs and Other NEOs during the reported fiscal years, including the grant date fair value of stock-based awards granted during each fiscal year. As detailed further below, CAP for our PEOs and Other NEOs is calculated by replacing the value of these stock-based awards with an amount that reflects annual changes in the fair value of stock awards granted or held by the covered officer, including for each covered fiscal year: ◦Grants of LTI Awards: the year-end fair value of the awards granted in the covered fiscal year that remain outstanding and unvested as of the end of the year; ◦Vestings of LTI Awards: the change in fair value from the end of the prior fiscal year to the vesting date with respect to any awards granted in prior years that vested in the covered fiscal year; ◦Forfeitures of LTI Awards: the loss in fair value as of the end of the prior fiscal year with respect to any awards granted in prior years that were forfeited in the covered fiscal year; and ◦Prior LTI Awards that Remain Outstanding: the change in fair value from the end of the prior fiscal year to the end of the covered fiscal year with respect to any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year. Accordingly, a substantial portion of the amounts reported as CAP for the fiscal years indicated relate to unvested awards that are contingent upon unsatisfied service and performance requirements and that remain subject to stock price fluctuation. For a discussion of the amounts actually realized by our named executive officers upon the vesting of stock awards during fiscal 2025, see "— Options Exercised and Stock Vested." The "Compensation Discussion and Analysis" section of this proxy statement sets forth the factors considered by the Human Capital and Compensation Committee (and with respect to our CEO, the independent directors on the Board) when reviewing and setting the compensation of our named executive officers for fiscal 2025. The amounts reported below as CAP, which are disclosed in accordance with the PVP rules, were not considered as part of this process.

  94. Pay Versus Performance

    | Fiscal Year | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | Net Income(4) | | Adjusted EBITDA(5) | | | | Summary Compensation Table Total for Current PEO(1) | | CAP to Current PEO(1)(2) | | Summary Compensation Table Total for Former PEO(1) | | CAP to Former PEO(1)(2) | | Average Summary Compensation Table Total for Other NEOs(1) | | Average CAP to Other NEOs(1)(2) | | Company Total Shareholder Return(3) | | SPADE® Defense Index Total Shareholder Return(3) | | | | | | | 2025 | | 10,229,945 | | 29,935,050 | | — | | — | | 3,016,828 | | 2,848,525 | | 66.46 | | 254.87 | | (37.9) | | 119.4 | | 2024 | 22,422,508 | | 12,414,985 | | — | | — | | 2,663,671 | | 1,306,384 | | 33.58 | | 186.03 | | (137.6) | | 9.4 | | | 2023 | 255,967 | | 92,270 | | 836,533 | | (22,242,077) | | 813,657 | | (1,656,080) | | 43.06 | | 152.99 | | (28.3) | | 132.3 | | | 2022 | — | | — | | 18,859,871 | | 22,797,417 | | 4,959,848 | | 7,195,351 | | 79.73 | | 128.13 | | 11.3 | | 200.5 | | | 2021 | — | | — | | 4,949,119 | | 1,559,821 | | 1,709,461 | | 597,369 | | 82.20 | | 136.60 | | 62.0 | | 201.9 | |

  95. Pay Versus Performance

    (1) The PEOs and Other NEOs whose compensation is reported in the table above include the current and former officers disclosed in the table below.

  96. Pay Versus Performance

    | | | | Fiscal Year | | | | | | Covered Officer or Group | Name | NEO Title as of Current or Most Recent Proxy Statement | 2025 | 2024 | 2023 | 2022 | 2021 | | Current PEO | William L. Ballhaus | Chairman, President, and Chief Executive Officer | X | X | X | | | | Former PEO | Mark Aslett | Former President and Chief Executive Officer | | | X | X | X | | | Current Employees: | | | | | | | | Other NEOs | David E. Farnsworth | EVP, Chief Financial Officer | X | X | | | | | | Stuart H. Kupinsky | EVP, Chief Legal Officer, and Corporate Secretary | X | X | | | | | | Steven V. Ratner | EVP, Chief Human Resources Officer | X | X | | | | | | Former Employees: | | | | | | | | | Charles R. Wells, IV | Former EVP, Chief Operating Officer | X | X | X | X | | | | Christopher C. Cambria | Former EVP, General Counsel, and Secretary | | X | | | X | | | Allen Couture | Former EVP, Execution Excellence | | X | | | | | | Michele M. McCarthy | Former SVP, Chief Accounting Officer, Interim Chief Financial Officer,and Interim Treasurer | | X | X | | | | | Christine Harbison | Former EVP, Chief Growth Officer | | | X | | | | | Michael D. Ruppert | Former EVP, Chief Financial Officer and Treasurer | | | X | X | X | | | James M. Stevison | Former EVP, President of Mission Systems | | | X | X | | | | Thomas Huber | Former EVP, Chief Transformation Officer | | | | X | | | | Didier M.C. Thibaud | Former EVP, Chief Operating Officer | | | | | X |

  97. Pay Versus Performance

    (2) CAP reflects the total compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted in accordance with the table below.

  98. Pay Versus Performance

    | Covered Officer or Group | Fiscal Year | Summary Compensation Table Total | Deduction of Stock Awards Included in Summary Compensation Table Total | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in Covered Fiscal Year | Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Year | Fair Value at End of Prior Fiscal Year of Equity Awards Forfeited in Covered Fiscal Year(a) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Fiscal Year | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Fiscal Year | Compensation Actually Paid | | Current PEO | 2025 | $10,229,945 | $(7,553,696) | $12,380,380 | $14,597,592 | $— | $— | $280,829 | $29,935,050 | | | 2024 | 22,422,508 | (20,906,346) | 10,905,058 | — | — | — | (6,235) | 12,414,985 | | | 2023 | 255,967 | (190,967) | 137,530 | (55,394) | — | — | (54,866) | 92,270 | | Former PEO | 2023 | 836,533 | — | — | — | (21,075,879) | — | (2,002,731) | (22,242,077) | | | 2022 | 18,859,871 | (16,981,781) | 21,054,950 | 671,932 | — | — | (807,555) | 22,797,417 | | | 2021 | 4,949,119 | (3,732,297) | 4,049,633 | (3,677,514) | — | — | (29,120) | 1,559,821 | | Other NEOs (group average) | 2025 | 3,016,828 | (2,145,561) | 2,292,775 | (203,578) | (246,427) | — | 134,488 | 2,848,525 | | | 2024 | 2,663,671 | (1,776,823) | 887,740 | (319,226) | (170,680) | 41,529 | (19,827) | 1,306,384 | | | 2023 | 813,657 | (361,958) | 277,383 | (875,095) | (1,313,428) | — | (196,639) | (1,656,080) | | | 2022 | 4,959,848 | (2,745,023) | 4,992,208 | 54,101 | — | — | (65,783) | 7,195,351 | | | 2021 | 1,709,461 | (1,078,205) | 665,928 | (693,131) | — | — | (6,684) | 597,369 |

  99. Pay Versus Performance

    (a) Amounts reported in this column for fiscal 2025 represent the fair value of unvested LTI awards forfeited by Mr. Wells in his resignation from the Company on April 4, 2025. (3) Total shareholder returns ("TSRs") are based on an initial $100 investment in each of Mercury common stock and the SPADE® Defense Index, measured on a cumulative basis from July 2, 2020 through the last trading day of each covered fiscal year. We use the SPADE® Defense Index both as a performance modifier under our PSUs granted in fiscal 2025 and in the stock performance graph required by Item 201(e) of Regulation S-K included in our annual report to shareholders. (4) Amounts reported in millions. (5) We have designated adjusted EBITDA as our Company-Selected Measure under the PVP Rules, which is reported in this table in millions. Adjusted EBITDA is the principal financial measure used under our AIP to align annual payouts with performance. Adjusted EBITDA is a non-GAAP financial measure that excludes the effects of pre-established categories of items that the Human Capital and Compensation Committee believes are not reflective of operating performance. These categories are identical to the adjustments that we use for the external reporting of our adjusted EBITDA results in our periodic earnings releases. For a further discussion, see "Compensation Discussion and Analysis—Elements of Fiscal 2025 Target Pay—Annual Incentives" and "Appendix B: Reconciliation of GAAP Measures to Non-GAAP Measures." The Committee does not consider the calculation of CAP as part of its executive compensation determinations; accordingly, the Committee does not actually use any financial performance measure specifically to link CAP to Company performance.