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Posted 07 July, 2023

MERCURY SYSTEMS INC appointed Barry R. Nearhos as new CEO

Nasdaq:MRCY appointed new Chief Executive Officer Barry R. Nearhos in a 8-K filed on 07 July, 2023.


  While Mr. Ballhaus serves as Chair and Interim President and Chief Executive Officer, the Board appointed Barry R. Nearhos as lead independent director of the Board as of the Effective Time.  

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Overview of MERCURY SYSTEMS INC
Industrial Goods • Defense Equipment/Products
Mercury Systems, Inc. is a technology company, which engages in the delivery of processing technology for aerospace and defense missions. Its processing technologies include signal solutions, display, software applications, networking, storage, and secure processing. It operates through the following geographical segments: US, Asia Pacific, and Europe. The company was founded on July 14, 1981 and is headquartered in Andover, MA.
Market Cap
$1.76B
View Company Details
Relevant filing section
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


In accordance with the Agreement, the Board has agreed to appoint Scott Ostfeld, Managing Partner and Portfolio Manager at JANA Partners, as a director in Class II of the Board for a term expiring at the 2023 Annual Meeting, subject to completion and satisfaction of customary director onboarding requirements, and to re-nominate Mr. Ostfeld for a three-year term at the 2023 Annual Meeting. Mr. Ostfeld will serve as a member of the Board's Human Capital and Compensation and M&A and Finance Committees.


As a new non-employee director, upon his appointment to the Board, Mr. Ostfeld will be granted (i) a cash retainer of $65,000 per year, paid quarterly in arrears, and (ii) a restricted stock award with a grant date of the date of such appointment, consisting of shares of restricted stock with a value equal to $225,000 divided by the average closing price of the Company's common stock during the 30 calendar days prior to the date of grant, and which vests as to 50% of the covered shares on each of the first two anniversaries of the date of grant.


In connection with the previously disclosed retirement of William K. O'Brien from the Board immediately prior to the commencement of the 2023 Annual Meeting (the "Effective Time"), the Board has appointed William L. Ballhaus as Chair of the Board as of the Effective Time. While Mr. Ballhaus serves as Chair and Interim President and Chief Executive Officer, the Board appointed Barry R. Nearhos as lead independent director of the Board as of the Effective Time. Mary Louise Krakauer informed the Board of her decision to retire from the Board as of the Effective Time and in connection with such retirement, the Board has appointed Howard L. Lance as Chair of the Human Capital and Compensation Committee of the Board as of the Effective Time. In connection with Mr. O'Brien and Ms. Krakauer's resignations, the Board determined that the size of the Board will decrease by two directors, thereby decreasing the number of Class II director positions to three as of the Effective Time.