DEF 14A of Mercury Systems Inc, Sep 17, 2026

DEF 14A of Mercury Systems Inc

Filed Sep 17, 2026 · FY20260001049521-26-000077

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 Term Ending in 2028 | 2022 | President and CEO, Mercury Systems | No | | | | | | | Jean Bua Class II Director Nominated for a Term Ending in 2029 | 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 Nominated for a Term Ending in 2029 | 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 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 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 Nominated for a Term Ending in 2029 | 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 Jean Bua, Gerard J. DeMuro, and Scott Ostfeld, three continuing Class II 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. With respect to the nominees for Class II director standing for election at the meeting, Ms. Bua was appointed to the Board in 2025, Mr. DeMuro was appointed to the Board in 2023, and Mr. Ostfeld was appointed to the Board in 2023.

  5. PROPOSAL 1: ELECTION OF THREE CLASS II DIRECTORS

    PROPOSAL 1: ELECTION OF THREE CLASS II DIRECTORS

  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 2028, 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 Jean Bua, Gerard J. DeMuro, and Scott Ostfeld, three continuing Class II 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. With respect to the nominees for Class II director standing for election at the meeting, Ms. Bua was appointed to the Board in 2025, Mr. DeMuro was appointed to the Board in 2023, and Mr. Ostfeld was appointed to the Board in 2023.

  7. Directors' Qualifications

    Directors' Qualifications 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 believes that diversity of thought makes prudent business sense. 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.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 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

    | 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 an M&A growth 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 Non-Employee Directors

    Board Skills Matrix for Non-Employee Directors

  10. Board Skills Matrix for 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) | 1 | 6 | 3 | 9 | 4 | 8 | 3 | 5 | | Current Other Public Company Boards | — | — | 1 | 2 | — | — | 1 | 1 |

  11. Board Composition and Strategic Alignment

    Board Composition and Strategic Alignment The Nominating and Governance Committee maintains a deliberate, continuous approach to Board refreshment. The Committee ensures Mercury's governance structure directly matches the Company's specialized role as a technology provider in the aerospace and defense industry. The Board is comprised of directors with key skills, attributes, and experiences linked fundamentally to the Company's operational needs and long-term business priorities and evaluates individual nominee qualifications against specific core requirements. This matrix ensures active, sophisticated oversight of management's execution of the Company's strategic operating plan. 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 Class II nominees 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 II Directors - Nominated for a Term Ending in 2029:

  13. Information about the Directors

    | | Jean Bua | | | | Age: 68 | 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 May 2025, at which time she transitioned to a senior advisor role until her retirement in June 2026. She brings over 40 years of financial, accounting, audit, international, operational, and business experience. 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 at Iron Mountain, 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) | | |

  14. Information about the Directors

    | | Gerard J. DeMuro | | | | Age: 70 | 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: | | | | Eve Holding Inc. (Ticker: EVEX) (2023 - present) | | |

  15. Information about the Directors

    | | Scott Ostfeld | | | | Age: 49 | 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 Lamb Weston Holdings Inc., a publicly traded frozen foods company. He was previously a director at TreeHouse Foods, a publicly traded private label food company from 2022 to 2026, 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: | | | | Lamb Weston Holdings Inc. (Ticker: LW) (2025 - present) | | | | TreeHouse Foods, Inc. (Ticker: THS) (2022 - 2026) | | | | Conagra Brands, Inc. (Ticker: CAG) (2019 - 2022) | | |

  16. Information about the Directors

    Class I Directors - Serving a Term Ending in 2028:

  17. Information about the Directors

    | | William L. Ballhaus | | | | Age: 59 | 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 | | |

  18. Information about the Directors

    | | Lisa S. Disbrow | | | | Age: 63 | 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) | | |

  19. Information about the Directors

    | | Howard L. Lance | | | | Age: 70 | 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 since 2019. He is Senior Advisor – EQT Group and serves as non-executive Chairman of privately held Reworld Waste, a provider of sustainable materials management solutions, non-executive Chairman of privately held Arcwood Environmental Solutions, a provider of regulated environmental solutions, and non-executive Chairman of privately held Voltera Power, a provider of charging solutions and services for electric vehicles and fleets. 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) | | |

  20. Information about the Directors

    Class III Directors - Serving a Term Ending in 2027:

  21. Information about the Directors

    | | Orlando P. Carvalho | | | | Age: 68 | 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'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 | | |

  22. Information about the Directors

    | | Barry R. Nearhos | | | | Age: 68 | 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: | | | | None | | |

  23. Information about the Directors

    | | Debora A. Plunkett | | | | Age: 66 | 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 for 31 years at the National Security Agency (NSA), notably as the Director of Information Assurance from April 2010 to November 2014 where she led the agency's information assurance/cyber defense mission and directed thousands of NSA professionals worldwide. She also conceived and established the National Cyber Security Assistance Program to qualify commercial organizations for accreditation in performing cyber security services for national security systems. She advised Executive Branch decision- makers on cyber security matters, including while serving on the National Security Council in the Administrations of Presidents Bill Clinton and George W. Bush. Ms. Plunkett currently serves on the corporate boards of CACI International, Nationwide Insurance, and is a founding member of Defending Digital Campaigns, a non-profit entity focused on providing free or low-cost cybersecurity services to federal election campaigns. Ms. Plunkett also serves on the boards of the Towson University Foundation and the National Polycystic Kidney Disease Foundation and is on the faculty of the University of Maryland, where she teaches cybersecurity. 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) | | |

  24. 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.

  25. Non-Employee Director Compensation

    Non-Employee Director Compensation

  26. Non-Employee Director Compensation

    | Name | Fees Earned | Stock Awards ($)(1) | Total | | Jean Bua (2) | $75,000 | $178,425 | $253,425 | | Orlando P. Carvalho (3) | 87,000 | 178,425 | 265,425 | | Gerard J. DeMuro (4) | 75,000 | 178,425 | 253,425 | | Lisa S. Disbrow (5) | 87,000 | 178,425 | 265,425 | | Howard L. Lance (6) | 95,000 | 178,425 | 273,425 | | Barry R. Nearhos (7) | 152,000 | 178,425 | 330,425 | | Scott Ostfeld (8) | — | — | — | | Debora A. Plunkett (9) | 75,000 | 178,425 | 253,425 |

  27. Non-Employee Director Compensation

    (1)This column represents the grant date fair value of restricted stock unit awards for fiscal 2026 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 2026 has been calculated by multiplying the number of shares granted by the closing price of our common stock on the date of grant as reported on the Nasdaq Global Select Market. (2)Ms. Bua served on our Board of Directors for all of fiscal 2026. Her fees reflect four quarterly Board retainer fees. She received a grant of 2,362 deferred stock units on October 22, 2025, when the closing price per share was $75.54. (3)Mr. Carvalho served on our Board of Directors for all of fiscal 2026. 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 2,362 restricted stock units on October 22, 2025, when the closing price per share was $75.54. (4)Mr. DeMuro served on our Board for all of fiscal 2026. His fees reflect four quarterly Board retainer fees. He received a grant of 2,362 deferred stock units on October 22, 2025, when the closing price per share was $75.54. (5)Ms. Disbrow served on our Board of Directors for all of fiscal 2026. 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 2,362 restricted stock units on October 22, 2025, when the closing price per share was $75.54. (6)Mr. Lance served on our Board of Directors for all of fiscal 2026. 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 2,362 restricted stock units on October 22, 2025, when the closing price per share was $75.54. (7)Mr. Nearhos served on our Board of Directors for all of fiscal 2026. 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 stock units in lieu of some or all of his quarterly cash retainer payments for services as a director for each quarter of fiscal 2026. He also received a grant of 2,362 deferred stock units on October 22, 2025, when the closing price per share was $75.54. (8)Mr. Ostfeld assigns all of the compensation related to his service on our Board of Directors to JANA Partners Management, LP ("JANA"). For fiscal 2026, the compensation assigned to JANA by Mr. Ostfeld consisted of a non-employee director cash retainer of $75,000 for four quarters of service on our Board and a grant of 2,362 deferred stock units on October 22, 2025, when the closing price per share was $75.54. (9)Ms. Plunkett served on our Board of Directors for all of fiscal 2026. Her fees reflect four quarterly Board retainer fees. She received a grant of 2,362 deferred stock units on October 22, 2025, when the closing price per share was $75.54. The aggregate number of unvested restricted stock unit awards or deferred share units outstanding for each non-employee director at July 3, 2026, was as follows:

  28. Non-Employee Director Compensation

    | Name | Aggregate Unvested Stock Awards (# of shares) | | Jean Bua | 5,089 | | Orlando P. Carvalho | 2,362 | | Gerard J. DeMuro | 2,362 | | Lisa S. Disbrow | 2,362 | | Howard L. Lance | 2,362 | | Barry R. Nearhos | 2,362 | | Scott Ostfeld (1) | — | | Debora A. Plunkett | 2,362 |

  29. 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 July 3, 2026, the unvested deferred share unit awards held by JANA related to Mr. Ostfeld's service on the Board were for 2,362 shares.

  30. 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 September 1, 2026, the record date, with respect to common stock beneficially owned by: (1) our directors and director nominees; (2) our executive officers, who are listed in the "Executive Officers" section of this proxy statement; 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.

  31. 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) | 323,084 | * | | Jean Bua (3) | 5,089 | * | | Orlando P. Carvalho (4) | 52,448 | * | | Gerard J. DeMuro (5) | 17,481 | * | | Lisa S. Disbrow (6) | 31,236 | * | | Howard L. Lance (7) | 27,272 | * | | Barry R. Nearhos (8) | 34,994 | * | | Scott Ostfeld (9) | — | * | | Debora A. Plunkett (10) | 16,833 | * | | David E. Farnsworth (11) | 58,852 | * | | Stuart H. Kupinsky (12) | 26,047 | * | | Steven V. Ratner (13) | 7,970 | * | | All directors and executive officers as a group (12 persons) (14) | 601,306 | *% |

  32. 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 September 1, 2026, are outstanding. Excludes shares underlying stock options which are not exercisable within 60 days of September 1, 2026, shares underlying restricted stock units not vesting and deliverable within 60 days of September 1, 2026, and performance stock units in which either the performance conditions have not been certified or the underlying shares are not vesting and deliverable within 60 days of September 1, 2026. (2)Includes (a) 287,929 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; and (d) 1,406 shares owned indirectly by Mr. Ballhaus through the Company stock fund in our 401(k) plan. Excludes (a) 467,000 shares underlying stock options; (b) 70,839 shares underlying restricted stock units; and (c) 206,361 shares underlying performance stock units (based on the number of shares issuable for target performance in respect of awards with uncertified performance conditions) that in each case are not exercisable, or vesting and deliverable, within 60 days of September 1, 2026, or have performance conditions that were not certified as of September 1, 2026. (3)Includes 5,089 deferred stock units awarded to Ms. Bua under our stock-based plans. Excludes 2,726 deferred stock units that are not vesting within 60 days of September 1, 2026. (4)Includes (a) 50,086 shares owned by Mr. Carvalho individually; and (b) 2,362 restricted stock units awarded to Mr. Carvalho under our stock-based plans. (5)Includes (a) 4,532 shares owned by Mr. DeMuro individually; (b) 5,755 shares owned by a trust as to which Mr. DeMuro is the sole trustee and sole annuitant; and (c) 7,194 deferred stock units awarded to Mr. DeMuro under our stock-based plans. (6)Includes (a) 28,874 shares owned by Ms. Disbrow individually; and (b) 2,362 restricted stock units awarded to Ms. Disbrow under our stock-based plans. (7)Includes (a) 24,910 shares owned by Mr. Lance individually; and (b) 2,362 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) 10,823 deferred stock units awarded to Mr. Nearhos under our stock-based plans, including deferred stock awards granted in lieu of cash Board retainers. (9)Mr. Ostfeld assigns all of his deferred stock units that he receives as a director to JANA Partners Management, LP ("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) 9,639 shares owned by Ms. Plunkett individually; and (b) 7,194 deferred stock units awarded to Ms. Plunkett under our stock-based plans. (11)Includes (a) 57,320 shares owned by Mr. Farnsworth individually; and (b) 1,532 shares owned indirectly by Mr. Farnsworth through the Company stock fund in our 401(k) plan. Excludes (a) 37,070 restricted stock units; and (b) 83,417 shares underlying performance stock units (based on the number of shares issuable for target performance in respect of awards with uncertified performance conditions) that in each case are not exercisable, or vesting and deliverable, within 60 days of September 1, 2026, or have performance conditions that were not certified as of September 1, 2026. (12)Includes (a) 24,800 shares owned by Mr. Kupinsky individually and (b) 1,247 shares owned indirectly by Mr. Kupinsky through the Company stock fund in our 401(k) plan. Excludes (a) 23,543 restricted stock units; and (b) 58,339 shares underlying performance stock units (based on the number of shares issuable for target performance in respect of awards with uncertified performance conditions) that in each case are not exercisable, or vesting and deliverable, within 60 days of September 1, 2026, or have performance conditions that were not certified as of September 1, 2026. (13)Includes (a) 7,958 shares owned by Mr. Ratner individually; and (b) 12 shares owned indirectly by Mr. Ratner through the Company stock fund in our 401(k) plan. Excludes (a) 14,803 shares underlying restricted stock units; and (b) 40,633 shares underlying performance stock units (based on the number of shares issuable for target performance in respect of awards with uncertified performance conditions) that in each case are not exercisable, or vesting and deliverable, within 60 days of September 1, 2026, or have performance conditions that were not certified as of September 1, 2026. (14)Includes (a) 559,724 shares owned by directors and executive officers individually, jointly with spouses, or by family trusts controlled by directors or executives individually; (b) 37,386 stock units awarded to directors and executive officers under our stock-based plans; and (c) 4,196 shares owned indirectly by executive officers through the Company stock fund in our 401(k) plan.

  33. Compensation Philosophy, 2026 Target Pay and 2026 Incentive Plan Payouts

    Compensation Philosophy, 2026 Target Pay and 2026 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, over the past three fiscal years we 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, and 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." 2026 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 2026. We use target pay as the basis for benchmarking our named executive officers' annual compensation and for allocating compensation among different pay elements.

  34. Compensation Philosophy, 2026 Target Pay and 2026 Incentive Plan Payouts

    | Target Pay for Fiscal 2026 | | | | | | | Salary(1) | Target Bonus as % of Salary(1) | Target Annual LTI Awards(2) | Target Pay | | William L. Ballhaus | $1,020,000 | 150% | $6,150,000 | $8,700,000 | | David E. Farnsworth | 482,040 | 110% | 1,600,000 | 2,612,284 | | Stuart H. Kupinsky | 479,723 | 100% | 1,200,000 | 2,159,446 | | Steven V. Ratner | 466,663 | 100% | 1,100,000 | 2,033,326 |

  35. Compensation Philosophy, 2026 Target Pay and 2026 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 2026. (2)Represents target long-term incentive ("LTI") awards granted to our named executive officers as part of their annual compensation for fiscal 2026. 2026 Incentive Plan Payouts. Payouts under our annual incentive plan ("AIP") and our long-term incentive ("LTI") performance awards are subject to the achievement of pre-established targets. With respect to the AIP, our overall financial performance achievements for fiscal 2026 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 2026 represented 127.2% of their respective target bonuses. For a further discussion, see "– Elements of Fiscal 2026 Target Pay – Annual Incentives." For the fiscal 2024-2026 performance cycle of our long-term performance awards, our total shareholder return approximated the 75th percentile of our peer companies. However, both adjusted EBITDA margin and organic revenue growth for the same period were below threshold goals, resulting in no payout for these metrics. Under the formula-based design of the performance awards, these outcomes resulted in calculated payouts to our named executive officers of 24.4% of their respective target shares awarded. In light of the substantial misalignment between the value created for shareholders for this period and the award payouts to be received by our named executive officers, the Committee engaged in a comprehensive review of our underlying fiscal performance. As part of the review, the Committee considered that our 2024 financial performance was negatively impacted by transitory challenges that were not anticipated at the time the goals for the performance awards were established. The Committee noted that these challenges emerged at a time that our leadership team was newly reconstituted, and that despite these headwinds, we made considerable progress in our priority areas during 2024, accompanied by substantially improved financial results in the second half of the year, followed by strong performance for fiscal 2025 and 2026. Following the Committee's further review of its independent compensation consultant's analysis of the alignment of pay with performance for each of our named executive officers, the Committee determined to amend the performance awards granted to our named executive officers, other than those awarded to our CEO, to provide for an additional payout of 50% of their respective target shares (representing a Threshold payout under the performance awards based on internal performance measures) contingent on their continued employment for an additional one-year vesting period. The additional payouts will be reported as fiscal 2027 stock awards in the Tabular Executive Compensation Disclosure section of our 2027 proxy statement, because the Committee's approval of these awards was made in fiscal 2027. For a further discussion, see "– Payouts Under Fiscal 2024 Performance Stock Awards."

  36. 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 named executive officers and non-employee directors |

  37. PROGRAM OVERVIEW

    | 2026 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 (30%) | | | | | | Organic Revenue (20%) | | | Long-Term Incentive Plan | Performance Stock Units •60% for CEO •55% for other named executive officers | Vests after three years based on performance over three-year fiscal period | Adjusted EBITDA Margin (50%) | 0% to 225% | | | | | Organic Revenue Growth (50%) | | | | | | Relative TSR (± 25%) | | | | Restricted Stock Units •40% for CEO •45% for other named executive offers | Vests over three years in equal annual increments | — | |

  38. 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 2026, 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 2026.

  39. USE OF MARKET DATA AND COMPETITIVE COMPENSATION POSITIONING

    USE OF MARKET DATA AND COMPETITIVE COMPENSATION POSITIONING

  40. 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 understand the alignment of our executive compensation practices and pay levels with competitive market trends, 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 Committee selects a group of peer companies for use in benchmarking target pay levels and practices and making pay decisions for the following fiscal year. For fiscal 2026, the Committee continued to use a scorecard approach to peer company selection 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 2025. The table below shows the composition of our peer group that was established by the Committee in January 2025 for use in benchmarking target pay levels and practices to support pay decisions for fiscal 2026.

  41. Compensation Peer Group

    | Compensation Peer Group for Fiscal 2026 | | | | AeroVironment, Inc. | Ducommun Incorporated | MACOM Technology Solutions Holdings, Inc. | | Axcelis Technologies, Inc. | FormFactor, Inc. | Novanta Inc. | | Belden Inc. | Infinera Corporation | Onto Innovation Inc. | | BWX Technologies, Inc. | Knowles Corporation | OSI Systems, Inc. | | Curtiss-Wright Corporation | Kratos Defense & Security Solutions, Inc. | RBC Bearings Incorporated | | Diodes Incorporated | Leonardo DRS, Inc. | Rogers Corporation |

  42. Compensation Peer Group

    The Committee subsequently met in January 2026 to consider whether, referencing relevant factors and changes in financial demographics for both Mercury and its current or potential peers since January 2025, any changes should be made to the peer group to support its suitability for use in connection with target pay decisions for fiscal 2027. As compared to the peer group used to set target pay for fiscal 2026, the Committee determined to remove Infinera Corporation due to its acquisition by Nokia.

  43. Use of Market Data

    Use of Market Data In reviewing competitive compensation levels of our named executive officers at the beginning of fiscal 2026, 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 Ratner (respectively our Chief Legal Officer and our Chief Human Resources Officer), the Committee considered 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 using a broader survey group more accurately reflected the labor market for these positions and ensured a meaningful sample size.

  44. 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.

  45. 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 |

  46. Annual Incentives

    Annual Incentives

  47. Annual Incentives

    | Key Features of the Annual Incentive Plan for Fiscal 2026 | | •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 | | •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 |

  48. Annual Incentives

    The annual incentive plan (or 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 AIP 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 2026, 50%, 30% and 20% 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 2026 fiscal year. As compared to our fiscal 2025 AIP, we emphasized the shift in importance of organic revenue growth by increasing the 2026 weighting of organic revenue by 5% and decreasing the weighting of free cash flow by 5% accordingly.

  49. Target Bonuses for Fiscal 2026

    Target Bonuses for Fiscal 2026 AIP target bonuses are established annually for each named executive officer as a percentage of their base salary for the fiscal year. For fiscal 2026, the AIP target bonus percentage for each of our named executive officers was held constant at the fiscal 2025 level.

  50. Target Bonuses for Fiscal 2026

    | | Fiscal 2026 Base Salary(1) | Fiscal 2026 Target Bonus (%) | Fiscal 2026 Target Bonus ($) | | William L. Ballhaus | $1,020,000 | 150% | $1,530,000 | | David E. Farnsworth | 482,040 | 110% | 530,244 | | Stuart H. Kupinsky | 479,723 | 100% | 479,723 | | Steven V. Ratner | 466,663 | 100% | 466,663 |

  51. Performance Goals and Payout Ranges for Fiscal 2026

    Performance Goals and Payout Ranges for Fiscal 2026 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 2025. The table below sets forth the specific performance goals and related payout factors established by the Committee under the AIP for fiscal 2026.

  52. Performance Goals and Payout Ranges for Fiscal 2026

    | Performance Goals for Fiscal 2026(1) | | | | | | Achievement Levels | Adjusted EBITDA (50% Weighting) | Adjusted Free Cash Flow (30% Weighting)(2) | Organic Revenue (20% Weighting) | Payout Factor (% of Target Bonus)(3) | | Maximum | ≥ $155.3 | ≥ $84.4 | ≥ $1,028.5 | 150% | | Target | 135.0 | 67.5 | 935.0 | 100% | | Threshold | 114.8 | 50.6 | 841.5 | 50% | | Below Threshold | < 114.8 | < 50.6 | < 841.5 | 0% |

  53. Performance Goals and Payout Ranges for Fiscal 2026

    (1)All performance goals are expressed in millions. (2)The 2026 Target goal for adjusted free cash flow of $67.5 represents a conversion rate of 50% of the 2026 Target goal for adjusted EBITDA of $135.0, and is the same conversion rate that was used in setting the 2025 Target goal for adjusted free cash flow under our 2025 AIP. (3)Payouts for performance between the stated achievement levels are calculated using linear interpolation.

  54. Results and AIP Payouts for Fiscal 2026

    Results and AIP Payouts for Fiscal 2026 For purposes of calculating actual financial results under the AIP relative to threshold, target and maximum performance goals, the Committee determined at the time the goals were set to exclude the effects of specific categories of items that it believed were not reflective of operating performance. For a further discussion of these adjustments, see "Appendix A: Reconciliation of Non-GAAP Measures." After giving effect to these adjustments, our calculated performance under the AIP for fiscal 2026 appears in the table below.

  55. Results and AIP Payouts for Fiscal 2026

    | Calculated AIP Results for Fiscal 2026(1) | | | | | | | Performance Goal | Performance Achieved(2) | | Payout Factor | Weighting | Payout Earned (% of Target Bonus) | | Adjusted EBITDA | | 150.2 | 137.4% | 50% | 68.7% | | Adjusted Free Cash Flow | | 71.2 | 110.9% | 30% | 33.3% | | Organic Revenue | | 983.6 | 126.0% | 20% | 25.2% | | Total | | | | | 127.2% |

  56. Results and AIP Payouts for Fiscal 2026

    (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 2026. (2)Performance results are expressed in millions. The amounts earned under the AIP by the named executive officers for fiscal 2026 are set forth below, and were paid on September 3, 2026.

  57. Results and AIP Payouts for Fiscal 2026

    | AIP Payouts for Fiscal 2026 | | | | | | Fiscal 2026 Target Bonus | Fiscal 2026 AIP Payout (%) | Fiscal 2026 AIP Payout ($) | | William L. Ballhaus | $1,530,000 | 127.2% | $1,946,160 | | David E. Farnsworth | 530,244 | 127.2% | 674,470 | | Stuart H. Kupinsky | 479,723 | 127.2% | 610,207 | | Steven V. Ratner | 466,663 | 127.2% | 593,596 |

  58. Long-Term Incentives

    Long-Term Incentives Long-term incentive (or 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 LTI awards to our named executive officers in the form of restricted stock units ("RSUs") and performance stock units ("PSUs").

  59. 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.

  60. 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 total shareholder return ("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 relative TSR modifier (+ 25%), the award payout would be 225% of the target number of shares awarded. For the PSUs awarded to our named executive officers in fiscal 2026, the Committee established annual performance goals for adjusted EBITDA margin and organic revenue for each year within the fiscal 2026-2028 performance period, subject to a three-year TSR-based performance modifier. For a further discussion, see "— Interim Performance Under Fiscal 2026 Performance Stock Units."

  61. Annual Long-Term Incentive Awards Granted to Named Executive Officers in Fiscal 2026

    Annual Long-Term Incentive Awards Granted to Named Executive Officers in Fiscal 2026 The Committee typically approves the grant of LTI awards for named executive officers on an annual basis in mid-August. For fiscal 2026, the Committee (and in the case of Mr. Ballhaus, the independent directors on the Board) approved the annual LTI awards below, which were granted on August 15, 2025. Mr. Ballhaus was granted 60% of his awards in the form of PSUs and 40% in the form of RSUs. The other named executive officers were granted 55% of their awards in the form of PSUs and 45% in the form of RSUs.

  62. Annual Long-Term Incentive Awards Granted to Named Executive Officers in Fiscal 2026

    | Grant Date Target Value of Annual LTI Awards for Fiscal 2026(1) | | | | | | | | | Total Awarded | Conversion Price(2) | Performance Stock Units | | Restricted Stock Units | | | | ($) | ($) | ($) | (Shares) | ($) | (Shares) | | William L. Ballhaus | $6,150,000 | $54.74 | $3,690,000 | 67,410 | $2,460,000 | 44,940 | | David E. Farnsworth | 1,600,000 | 54.74 | 880,000 | 16,076 | 720,000 | 13,153 | | Stuart H. Kupinsky | 1,200,000 | 54.74 | 660,000 | 12,057 | 540,000 | 9,865 | | Steven V. Ratner | 1,100,000 | 54.74 | 605,000 | 11,052 | 495,000 | 9,043 |

  63. Annual Long-Term Incentive Awards Granted to Named Executive Officers in Fiscal 2026

    (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.

  64. PAYOUTS UNDER FISCAL 2024 PERFORMANCE STOCK AWARDS

    PAYOUTS UNDER FISCAL 2024 PERFORMANCE STOCK AWARDS Our named executive officers received performance stock awards in fiscal 2024 (the "2024 PSAs") that provide for payouts of up to 200% of each recipient’s target shares based on our adjusted EBITDA margin and organic revenue performance for fiscal 2024-2026, subject to a modifier that could adjust award payouts upward or downward by up to 25 percentage points based on our TSR relative to other SPADE Defense Index companies for fiscal 2024-2026. The specific details of the performance and payout criteria for these awards are set forth below.

  65. PAYOUTS UNDER FISCAL 2024 PERFORMANCE STOCK AWARDS

    | Performance Goals Under 2024 PSAs for Fiscal 2024-2026 | | | | | | | | Financial Performance Measures | | | Market Performance Modifier | | | Achievement Levels | Adjusted EBITDA Margin (50% Weighting) | Organic Revenue(1) (50% Weighting) | Payout Factor (% of Target Shares) | Relative TSR Percentile Ranking | Adjustment to Payout Factor | | Maximum | ≥ 21.7% | ≥ $3,467.2 | 200% | ≥ 75th Percentile | Add 25% | | Target | 19.7% | 3,152.0 | 100% | 50-55th Percentile | None | | Threshold | 17.7% | 2,836.8 | 50% | 25th Percentile | Subtract 25% | | Below Threshold | < 17.7% | < 2,836.8 | 0% | < 25th Percentile | Subtract 25% |

  66. PAYOUTS UNDER FISCAL 2024 PERFORMANCE STOCK AWARDS

    (1)Organic Revenue performance goals are expressed in millions. For the fiscal 2024-2026 performance period, our adjusted EBITDA margin and organic revenue results were 10.2% and $2,731 million, respectively, each of which was insufficient to earn any payout under the 2024 PSAs. However, during this same performance period, our relative TSR at the 74.4th percentile of SPADE Defense Index companies approximated the maximum level of performance for shareholder value creation under the 2024 PSAs, resulting in award recipients earning a calculated payout of 24.4% of their target shares. In light of the substantial misalignment between shareholder outcomes and the payouts to be received by our named executive officers, the Committee engaged in a comprehensive review of our underlying fiscal 2024-2026 performance. As noted in our 2024 proxy statement, our 2024 financial performance was negatively impacted by transitory challenges – primarily relating to warranty and inventory reserves, changes in contract cost estimates, renegotiation of underperforming contracts and technical and production challenges relating to our common processing architecture – which were not anticipated at the time the performance targets for the 2024 PSAs were established, obscuring solid performance elsewhere in the business. Furthermore, these challenges emerged at a time that our leadership team was newly reconstituted, including our Chief Executive Officer, Chief Financial Officer and Chief Legal Officer, each of whom was appointed to their respective roles during or immediately prior to the start of fiscal 2024. Nonetheless, we responded to these challenges with considerable progress in our priority areas during 2024, accompanied by substantially improved financial results in the second half of the year, followed by strong performance in fiscal 2025 and 2026. The Committee instructed its independent compensation consultant to prepare a review of the alignment of pay with performance for each of our named executive officers during the fiscal 2024-2026 time period, including alternatives for addressing dislocations in a manner that maintained our desired pay-for-performance philosophy consistent with the continuing leadership team’s financial and shareholder return achievements. Following a review of this analysis and of our performance as described above, the Committee determined to amend the 2024 PSAs awarded to our Chief Financial Officer, Chief Legal Officer and Chief Human Resources Officer to provide for an additional payout of 50% of their respective target shares (representing a Threshold payout under the 2024 PSAs based on financial performance measures), contingent on their continued employment for an additional one-year vesting period, with each of the recipients consenting to the amendment of their respective 2024 PSA award agreement. The Committee further determined that it would not amend the 2024 PSAs awarded to our Chief Executive Officer, who agreed with the Committee’s determination. No other employees held 2024 PSAs at the time of the Committee’s determinations. The specific details of the final payouts under the 2024 PSAs are set forth below.

  67. PAYOUTS UNDER FISCAL 2024 PERFORMANCE STOCK AWARDS

    | Final Payouts Under 2024 PSAs | | | | | | | | | | | Grant Date | Target Shares Granted | Calculated Payout | Calculated Shares Earned | Vesting Date for Calculated Shares | Additional Payout | Additional Shares Earned(1) | Vesting Date for Additional Shares | | William L. Ballhaus | 8/17/2023 | 92,972 | 24.4% | 22,685 | 8/17/2026 | — | — | — | | David E. Farnsworth | 8/17/2023 | 63,576(2) | 24.4% | 15,512 | 8/17/2026 | 50.0% | 31,789 | 8/17/2027 | | Stuart H. Kupinsky | 2/14/2024 | 27,255 | 24.4% | 6,650 | 2/14/2027 | 50.0% | 13,628 | 2/14/2028 | | Steven V. Ratner | 8/17/2023 | 10,528 | 24.4% | 2,569 | 8/17/2026 | 50.0% | 5,264 | 8/17/2027 |

  68. PAYOUTS UNDER FISCAL 2024 PERFORMANCE STOCK AWARDS

    (1)The additional shares earned will be reported in the Tabular Executive Compensation Disclosure section of our 2027 proxy statement, as compensation awarded in fiscal 2027, because the Committee's determination to award these shares was made in that year. (2)Reflects two separate awards made to Mr. Farnsworth on the same date, under which he was granted 41,017 target shares in connection with his hire and 22,559 target shares as part of his annual compensation for fiscal year 2024

  69. INTERIM PERFORMANCE UNDER FISCAL 2025 PERFORMANCE STOCK UNITS

    INTERIM PERFORMANCE UNDER FISCAL 2025 PERFORMANCE STOCK UNITS Our named executive officers received performance stock units in fiscal 2025 (the "2025 PSUs") that provide for payouts of up to 200% of each recipient’s target shares based on our financial performance for each year within the fiscal 2025-2027 performance period, subject to a market performance modifier that can adjust award payouts upward or downward by up to 25 percentage points based on our TSR for the performance period relative to other SPADE Defense Index companies. Our financial performance under the 2025 PSUs is measured by our adjusted EBITDA margin and organic revenue achievements, each of which is equally weighted in determining performance-based payouts for each fiscal year. At the time the 2025 PSUs were granted to the named executive officers, the Committee established fixed performance goals for measuring our 2025 financial performance, and formula-based performance goals for measuring our 2026 and 2027 financial performance. Under this approach, the performance goals for fiscal 2026 and 2027 are determined by applying pre-established growth factors to our actual results for fiscal 2025 and 2026, respectively, subject to minimum performance requirements. The Committee determined to use a mix of fixed and formula-based performance requirements to emphasize management's accountability for delivering meaningful financial results during a period of geopolitical uncertainty, which created challenges to effective long-term forecasting. The financial performance goals for fiscal 2025 and 2026 and related results for these awards, as well as the criteria and performance through fiscal 2026 for the market performance modifier, are set forth below. Our financial performance goals and results under these awards for fiscal 2027 will be reported in our 2027 proxy statement.

  70. Financial Goals and Performance Results

    | Financial Performance Goals and Actual Results Under 2025 PSUs | | | | | | | | | | | | | | | Adjusted EBITDA Margin (50% Weighting) | | | | Organic Revenue(1) (50% Weighting) | | | | | | | | | | Performance Goals(2) | | | Actual Results(3) | Performance Goals(2) | | | | | | Actual Results(3) | | | | Threshold(4) | Target(5) | Maximum(6) | | Threshold(4) | | Target(5) | | Maximum(6) | | | | | Fiscal 2025 | 13.1% | 14.6% | 16.1% | 13.1% | | 771.0 | | 857.0 | | 943.0 | | 912.0 | | Fiscal 2026(7) | 13.1% | 13.6% | 15.0% | 15.3% | 847.4 | | 941.6 | | 1,035.8 | | 983.6 | |

  71. Financial Goals and Performance Results

    (1)Organic Revenue performance goals and results are expressed in millions. (2)Payout factors for performance between each stated achievement level are calculated using linear interpolation. (3)Actual financial results exclude the effects of pre-established categories of items that the Committee believes are not reflective of operating performance. For a further discussion of these adjustments, see "Appendix A: Reconciliation of Non-GAAP Measures." (4)Performance at Threshold results in a 50% payout factor; performance below Threshold results in a 0% payout factor. (5)Performance at Target results in a 100% payout factor. (6)Performance at Maximum results in a 200% payout factor. (7)Performance goals for fiscal 2026 were determined using the following formula-based approach established by the Committee at the time the awards were granted: a.Each of the 2026 Target goals was determined by applying the growth factor set forth in the table below to our fiscal 2025 result, subject to the requirement that each 2026 Target goal cannot be less than the corresponding minimum goal set forth in the table below.

  72. Financial Goals and Performance Results

    b.The 2026 Maximum goal for each performance measure was determined by calculating 110% of the 2026 Target goal for such measure. c.The 2026 Threshold goal for each performance measure determined by calculating 90% of the 2026 Target goal for such measure, subject to the requirement that the 2026 Threshold goal cannot be less than the 2025 Threshold goal for such measure.

  73. Financial Payout Factors

    Financial Payout Factors The percentage of each recipient's target shares that will ultimately be earned under the 2025 PSUs will be based on the average of the financial payout factors achieved for each fiscal year within the fiscal 2025-2027 performance period, subject to a market performance modifier. The table below sets forth the financial payout factors achieved under the 2025 PSUs based on our adjusted EBITDA margin and organic revenue performance for fiscal 2025 and 2026.

  74. Financial Payout Factors

    | Financial Payout Factors Achieved Under 2025 PSUs | | | | | Performance Period | Adjusted EBITDA Margin (50% Weighting) | Organic Revenue (50% Weighting) | Overall Payout Factor | | Fiscal 2025 | 50.0% | 164.0% | 107.0% | | Fiscal 2026 | 200.0% | 144.6% | 172.3% |

  75. Market Performance Modifier

    | Market Performance Modifier for 2025 PSUs | | | | Achievement Levels | FY25-27 Relative TSR Percentile Ranking | Adjustment to Award Payout(1) | | Maximum | ≥ 75th Percentile | + 25 percentage points | | High Target | 55th Percentile | None | | Low Target | 50th Percentile | None | | Threshold | ≤ 25th Percentile | - 25 percentage points |

  76. INTERIM PERFORMANCE UNDER FISCAL 2026 PERFORMANCE STOCK UNITS

    INTERIM PERFORMANCE UNDER FISCAL 2026 PERFORMANCE STOCK UNITS Our named executive officers received performance stock units in fiscal 2026 (the "2026 PSUs") with performance measures, weightings and modifiers that are similar to those of the 2025 PSUs. The 2026 PSUs provide for payouts of up to 200% of each recipient’s target shares based on our financial performance for each year within the fiscal 2026-2028 performance period, subject to a market performance modifier that can adjust award payouts upward or downward by up to 25 percentage points based on our TSR for the performance period relative to other SPADE Defense Index companies. Our financial performance under the 2026 PSUs is measured by our adjusted EBITDA margin and organic revenue achievements, each of which is equally weighted in determining performance-based payouts for each fiscal year. As with the 2025 PSUs, the Committee established a mix of fixed and formula-based performance goals under the 2026 PSUs for measuring our financial performance for each fiscal year within the performance period. The financial performance goals for fiscal 2026 and our related 2026 results for these awards, as well as the criteria and performance through the end of fiscal 2026 for the market performance modifier, are set forth below. Our financial performance goals and results under these awards for the 2027 and 2028 fiscal years will be reported in our 2027 and 2028 proxy statements, respectively.

  77. Financial Goals and Performance Results

    | Financial Performance Goals and Actual Results Under 2026 PSUs | | | | | | | | | | | | | | | Adjusted EBITDA Margin (50% Weighting) | | | | Organic Revenue(1) (50% Weighting) | | | | | | | | | | Performance Goals(2) | | | Actual Results(3) | Performance Goals(2) | | | | | | Actual Results(3) | | | | Threshold(4) | Target(5) | Maximum(6) | | Threshold(4) | | Target(5) | | Maximum(6) | | | | | Fiscal 2026 | 13.0% | 14.4% | 15.9% | 15.3% | | 841.5 | | 935.0 | | 1,028.5 | | 983.6 |

  78. Financial Goals and Performance Results

    (1)Organic Revenue performance goals are expressed in millions. (2)Payout factors for performance between each stated achievement level are calculated using linear interpolation. (3)Actual financial results exclude the effects of pre-established categories of items that the Committee believes are not reflective of operating performance. For a further discussion of these adjustments, see "Appendix A: Reconciliation of Non-GAAP Measures." (4)Performance at Threshold results in a 50% payout factor; performance below Threshold results in a 0% payout factor. (5)Performance at Target results in a 100% payout factor. (6)Performance at Maximum results in a 200% payout factor.

  79. Financial Payout Factors

    Financial Payout Factors The percentage of each recipient's target shares that will ultimately be earned under the 2026 PSUs will be based on the average of the financial payout factors achieved for each fiscal year within the fiscal 2026-2028 performance period, subject to a market performance modifier. The table below sets forth the financial payout factors achieved under the 2026 PSUs based on our adjusted EBITDA margin and organic revenue performance for fiscal 2026.

  80. Financial Payout Factors

    | Financial Payout Factors Achieved Under 2026 PSUs | | | | | Performance Period | Adjusted EBITDA Margin (50% Weighting) | Organic Revenue (50% Weighting) | Overall Payout Factor | | Fiscal 2026 | 160.0% | 152.0% | 156.0% |

  81. Market Performance Modifier

    | Market Performance Modifier for 2026 PSUs | | | | Achievement Levels | FY26-28 Relative TSR Percentile Ranking | Adjustment to Award Payout(1) | | Maximum | ≥ 75th Percentile | + 25 percentage points | | High Target | 55th Percentile | None | | Low Target | 50th Percentile | None | | Threshold | ≤ 25th Percentile | - 25 percentage points |

  82. EMPLOYMENT, SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS

    EMPLOYMENT, SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS We recently extended our employment agreement with Mr. Ballhaus to provide for an initial employment period though August 15, 2030, followed by automatic 12-month extensions of his employment absent prior notice of non-renewal by either party to the other. We have also entered into severance agreements with each of our other executive officers. These employment and severance agreements provide specified benefits to our executive officers 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."

  83. 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, buying or selling puts, calls, or other derivative securities related to company stock, or placing wagers relating to Mercury's financial results or corporate actions. 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.

  84. 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 2026, we did not grant stock options, stock appreciation rights, or similar equity awards to our 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 or stock appreciation rights 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 or stock appreciation rights, and our long-term equity incentive plans do not permit repricings of stock options or stock appreciation rights without shareholder approval. When granting full-value LTI awards, such as RSUs or PSUs, the Company's practice is to convert the intended grant date target value of each award into a specific number of underlying shares based on the 30-day average closing price of our stock prior to the grant date. For stock options or stock appreciation rights, the Company's practice is to convert the intended grant date target value of the award into a specific number of underlying shares based on a black-scholes valuation of the shares as of the grant date.

  85. Summary Compensation Table

    Summary Compensation Table The following table provides summary information concerning compensation paid or accrued by us to or on behalf of our Chief Executive Officer, our Chief Financial Officer, our Chief Legal Officer and our Chief Human Resources Officer. These officers were our only executive officers during fiscal 2026 and are collectively referred to in this proxy statement as our "named executive officers."

  86. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary(1) | Bonus | Stock Awards(2)(3) | Option Awards | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | | William L. Ballhaus(6) Chairman, President and Chief Executive Officer | 2026 | $1,049,269 | $— | $8,099,087 | $— | $1,946,160 | $36,532 | $11,131,048 | | | 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 | | David E. Farnsworth(7) EVP and Chief Financial Officer | 2026 | 495,588 | — | 2,093,937 | — | 674,470 | 34,388 | 3,298,383 | | | 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(8) EVP, Chief Legal Officer and Corporate Secretary | 2026 | 493,806 | — | 1,570,470 | — | 610,207 | 34,319 | 2,708,802 | | | 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(9) EVP and Chief Human Resources Officer | 2026 | 480,363 | — | 1,439,583 | — | 593,596 | 37,056 | 2,550,598 | | | 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 |

  87. Summary Compensation Table

    (1)The fiscal 2026 salary amounts reported in this column are higher than the annualized base salary rates for fiscal 2026 that are disclosed for each executive in "Compensation Discussion and Analysis — Elements of Fiscal 2026 Target Pay – Base Salary" due to one extra bi-weekly pay period that occurred in fiscal 2026. (2)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. 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 July 3, 2026. 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 converting target values of stock awards into a number of shares underlying each award 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 calculated using a Monte-Carlo simulation model. For a further discussion, see Note 3 below. (3)The fiscal 2026 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 2026 amounts included in this column for PSUs are: Mr. Ballhaus – $5,101,589; Mr. Farnsworth – $1,216,632; Mr. Kupinsky – $912,474; and Mr. Ratner – $836,415. 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): Mr. Ballhaus – $8,992,494; Mr. Farnsworth – $2,144,538; Mr. Kupinsky – $1,608,404; and Mr. Ratner – $1,474,337. (4)The amounts reported in this column for fiscal 2026 represent payouts earned under our annual incentive plan (or AIP) based on our fiscal year performance. For a further discussion, see "Compensation Discussion and Analysis — Elements of Fiscal 2026 Target Pay – Annual Incentives." (5)The table below shows the components of this column for fiscal 2026:

  88. Summary Compensation Table

    | Name | Employer Contributions to 401(k) Plan(a) | Personal Tax and Financial Planning(b) | Employer Contributions to HSA(c) | Total All Other Compensation | | William L. Ballhaus | $22,432 | $12,000 | $2,100 | $36,532 | | David E. Farnsworth | 22,388 | 12,000 | — | 34,388 | | Stuart Kupinsky | 22,319 | 12,000 | — | 34,319 | | Steven V. Ratner | 22,956 | 12,000 | 2,100 | 37,056 |

  89. 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 company contributions credited to the named executive officer's health savings account. (6)Mr. Ballhaus has served as a member of Mercury's Board of Directors since June 21, 2022. Mr. Ballhaus was appointed as our Interim President and Chief Executive Officer on June 25, 2023, 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. (7)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. (8)Mr. Kupinsky joined Mercury on January 29, 2024. (9)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.

  90. 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 2026 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.

  91. 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 (#) | | | | William L. Ballhaus | AIP(1) | — | — | 765,000 | 1,530,000 | 2,295,000 | | | | | — | | | PSU(2)(3) | 8/15/25 | 7/23/25 | | | | 16,853 | 67,410 | 151,673 | | 5,101,589 | | | RSU(4)(5) | 8/15/25 | 7/23/25 | | | | | | | 44,940 | 2,997,498 | | David E. Farnsworth | AIP(1) | — | — | 265,122 | 530,244 | 795,366 | | | | | — | | | PSU(2)(3) | 8/15/25 | 7/21/25 | | | | 4,019 | 16,076 | 36,171 | | 1,216,632 | | | RSU(4)(5) | 8/15/25 | 7/21/25 | | | | | | | 13,153 | 877,305 | | Stuart H. Kupinsky | AIP(1) | — | — | 239,862 | 479,723 | 719,585 | | | | | — | | | PSU(2)(3) | 8/15/25 | 7/21/25 | | | | 3,014 | 12,057 | 27,128 | | 912,474 | | | RSU(4)(5) | 8/15/25 | 7/21/25 | | | | | | | 9,865 | 657,996 | | Steven V. Ratner | AIP(1) | — | — | 233,332 | 466,663 | 699,995 | | | | | — | | | PSU(2)(3) | 8/15/25 | 7/21/25 | | | | 2,763 | 11,052 | 24,867 | | 836,415 | | | RSU(4)(5) | 8/15/25 | 7/21/25 | | | | | | | 9,043 | 603,168 |

  92. Grants of Plan-Based Awards

    (1)Represents the cash payout opportunities under our AIP for fiscal 2026 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 2026, see "Compensation Discussion and Analysis – Elements of Fiscal 2026 Target Pay – Annual Incentives." (2)Represents PSUs granted during fiscal 2026 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 2028 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 2026 Target Pay – Long-Term Incentives – Performance Stock Units" and "Compensation Discussion and Analysis – Interim Performance Under Fiscal 2026 Performance Stock Units." 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 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)RSUs granted in fiscal 2026 vest in equal annual increments 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 for RSUs represents the grant date fair value of each award based on the closing price of our stock on the grant date (or if not a trading day, on the most recent trading day prior to the grant date), in accordance with ASC Topic 718. For a further discussion of our RSUs, see "Compensation Discussion and Analysis – Elements of Fiscal 2026 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."

  93. 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 July 3, 2026.

  94. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | 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) ($) | | William L. Ballhaus | 8/17/23 | 233,500 | 42.00 | 8/17/27 | 21,419 | 2,703,292 | 23,243 | 2,933,499 | | | 8/17/23 | 233,500 | 43.00 | 8/17/27 | 82,034(5) | 10,353,511 | | | | | 8/17/23 | 233,500 | 46.00 | 8/17/28 | | | | | | | 8/17/23 | 233,500 | 49.00 | 8/17/28 | | | | | | | 8/15/24 | | | | 34,502 | 4,354,497 | 232,893 | 29,393,426 | | | 8/15/25 | | | | 44,940 | 5,671,877 | 151,673 | 19,142,649 | | David E. Farnsworth | 8/17/23 | | | | 6,152 | 776,444 | 5,640 | 711,824 | | | 8/17/23 | | | | 13,672 | 1,725,543 | 10,254 | 1,294,157 | | | 8/15/24 | | | | 10,438 | 1,317,380 | 57,409 | 7,245,590 | | | 4/15/25 | | | | 14,870 | 1,876,743 | | | | | 8/15/25 | | | | 13,153 | 1,660,040 | 36,171 | 4,565,142 | | Stuart H. Kupinsky | 2/15/24 | | | | 7,433 | 938,119 | 6,814 | 859,995 | | | 8/15/24 | | | | 7,828 | 987,972 | 43,056 | 5,434,098 | | | 8/15/25 | | | | 9,865 | 1,245,062 | 27,128 | 3,423,825 | | Steven V. Ratner | 8/17/23 | | | | 2,871 | 362,349 | 2,632 | 332,185 | | | 8/15/24 | | | | 7,176 | 905,683 | 39,467 | 4,981,130 | | | 8/15/25 | | | | 9,043 | 1,141,317 | 24867(6) | 3,138,464 |

  95. 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 $126.21 closing price of our common stock on July 2, 2026, the last trading day of our 2026 fiscal year, multiplied by the number of shares reported for the award. (4)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 2026 under these awards 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 and August 15, 2025 reflects the Maximum level of performance because our actual performance through the end of fiscal 2026 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 vested on August 17, 2026, following his satisfaction of the condition that he maintain ownership through that date of $1.5 million in Mercury common stock that he purchased on the open market on August 18, 2023.

  96. 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 2026. No stock options were exercised by any of the named executive officers during fiscal 2026.

  97. Options Exercised and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | William L. Ballhaus | 90,428 | 6,031,548 | | David E. Farnsworth | 48,137 | 3,350,609 | | Stuart H. Kupinsky | 23,091 | 1,656,570 | | Steven V. Ratner | 17,660 | 1,184,005 |

  98. 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, or subject to a deferred delivery obligation thereafter, 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.

  99. 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 (the "DCMP") during fiscal 2026.

  100. Nonqualified Deferred Compensation

    | Name | Aggregate Balance at Fiscal 2025 Year End ($) | Executive Contributions in Fiscal 2026(1) ($) | Registrant Contributions in Fiscal 2026(2) ($) | Aggregate Earnings in Fiscal 2026(3) ($) | Aggregate Withdrawals/Distributions in Fiscal 2026 ($) | Aggregate Balance at Fiscal 2026 Year End ($) | | William L. Ballhaus | | $— | $— | $— | $— | $— | | David E. Farnsworth | | — | — | — | — | — | | Stuart Kupinsky | | — | — | — | — | — | | Steven V. Ratner | 4,081 | 39,872 | 35,231 | 27,336 | — | 106,520 |

  101. Nonqualified Deferred Compensation

    (1)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 a calendar year for which they are enrolled. During fiscal 2026, Mr. Ratner contributed $9,248 of his base salary and $30,624 of his fiscal 2025 AIP bonus to the DCMP. These amounts are included in the Summary Compensation Table as part of the Salary column for fiscal 2026, and the Non-Equity Incentive Plan Compensation column for fiscal 2025, respectively. (2)Represents matching awards for employee deferrals under the DCMP, which are calculated based on the value that would have been provided as employer matching contributions for these deferrals under our 401(k) plan absent applicable IRS limits. Matching awards for employee deferrals under the DCMP are made on an annual basis in the form of RSUs. These RSUs are immediately vested at the time they are credited to participants for their prior employee deferrals, with the delivery of the underlying shares being deferred until such times as the related employee deferrals are distributed to the employee. During fiscal 2026, Mr. Ratner was credited with matching RSU awards that had a value of $35,231 at the time of vesting. This amount is included in the Options Exercised and Stock Vested Table as part of the Stock Awards column for fiscal 2026. (3)Represents the sum of (a) aggregate earnings during fiscal 2026 on employee deferrals under the DCMP, which are based on participant selections among investment options that generally mirror those available to participants in our 401(k) plan; and (b) aggregate returns during 2026 on vested but undelivered shares of company stock underlying matching RSU awards credited to DCMP participants. The amounts reported in this column are not considered above-market or preferential earnings and, accordingly, are not included in the Summary Compensation Table.

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

    Potential Payments upon Change in Control or Termination of Employment

  103. CEO Pay Ratio

    CEO Pay Ratio We are providing the following information about the ratio for fiscal 2026 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 2026 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 2026, calculated pursuant to SEC rules, is $11,131,048. –Our median employee's total annual compensation for fiscal 2026, calculated pursuant to SEC rules, is $122,043. –The resulting CEO pay ratio for fiscal 2026 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.

  104. 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 2026, 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 2026. The amounts reported below as CAP, which are disclosed in accordance with the PVP rules, were not considered as part of this process.

  105. Pay Versus Performance

    | Fiscal Year | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | Net Income(4) | | Adjusted EBITDA(4)(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) | | | | | | | 2026 | | 11,131,048 | | 109,228,001 | | — | | — | | 2,852,594 | | 10,750,131 | | 191.06 | | 241.06 | | (29.7) | | 150.2 | | 2025 | 10,229,945 | | 29,935,050 | | — | | — | | 3,016,828 | | 2,848,525 | | 80.85 | | 186.58 | | (37.9) | | 119.4 | | | 2024 | 22,422,508 | | 12,414,985 | | — | | — | | 2,663,671 | | 1,306,384 | | 40.86 | | 136.19 | | (137.6) | | 9.4 | | | 2023 | 255,967 | | 92,270 | | 836,533 | | (22,242,077) | | 813,657 | | (1,656,080) | | 52.38 | | 112.00 | | (28.3) | | 132.3 | | | 2022 | — | | — | | 18,859,871 | | 22,797,417 | | 4,959,848 | | 7,195,351 | | 97.00 | | 93.80 | | 11.3 | | 200.5 | |

  106. 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.

  107. Pay Versus Performance

    | | | | Fiscal Year | | | | | | Covered Officer or Group | Name | NEO Title as of Current or Most Recent Proxy Statement | 2026 | 2025 | 2024 | 2023 | 2022 | | Current PEO | William L. Ballhaus | Chairman, President, and Chief Executive Officer | X | X | X | X | | | Former PEO | Mark Aslett | Former President and Chief Executive Officer | | | | X | X | | | Current Employees: | | | | | | | | Other NEOs | David E. Farnsworth | EVP, Chief Financial Officer | X | X | X | | | | | Stuart H. Kupinsky | EVP, Chief Legal Officer, and Corporate Secretary | X | X | X | | | | | Steven V. Ratner | EVP, Chief Human Resources Officer | X | 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 | | | | | 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 | | | James M. Stevison | Former EVP, President of Mission Systems | | | | X | X | | | Thomas Huber | Former EVP, Chief Transformation Officer | | | | | X |

  108. 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.

  109. 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 | 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 | 2026 | $11,131,048 | $(8,099,087) | $21,343,772 | $84,109,038 | $— | $— | $743,230 | $109,228,001 | | | 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 | | Other NEOs (group average) | 2026 | 2,852,594 | (1,701,330) | 4,385,464 | 4,849,683 | — | — | 363,720 | 10,750,131 | | | 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 |

  110. Pay Versus Performance

    (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, 2021, 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 2026 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. Adjusted EBITDA is the principal financial measure used under our AIP for fiscal 2026 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 2026 Target Pay—Annual Incentives" and "Appendix A: Reconciliation of 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.