Mercury Systems, Inc. (NASDAQ: MRCY, www.mrcy.com) (“Mercury” or
the “Company”), a technology company that delivers processing power
for the most demanding aerospace and defense missions, today
announced a continuation of recent actions by the Board of
Directors of Mercury (the “Board”) to enhance the execution of the
Company’s strategic plan to drive value creation for all
stakeholders through Board leadership changes and the appointment
of an additional independent director with a shareholder
perspective and proven investment track record.
Bill Ballhaus, Mercury’s Interim President and Chief Executive
Officer, will assume the role of Chairman of the Board, effective
immediately prior to the 2023 Annual Meeting of Shareholders (the
“Annual Meeting”). As previously announced, William O’Brien, the
Board’s current Chairman, will retire at that time. Mary Louise
(ML) Krakauer has decided to retire from the Board, effective
immediately prior to the Annual Meeting and as a consequence,
Howard Lance will assume the position of Chair of the Human Capital
and Compensation Committee at that time.
Consistent with the Board’s ongoing commitment to refreshment,
it has appointed Scott Ostfeld - Managing Partner of JANA Partners
LLC (“JANA”) - as a Class II director, effective immediately upon
conclusion of customary onboarding. Mr. Ostfeld will serve as a
member of the Board’s Human Capital and Compensation and M&A
and Finance Committees, and as a Board member, will be involved in
its CEO search process. JANA is an approximately 8% shareholder of
Mercury.
Mr. O’Brien said, “The changes to our Board’s leadership reflect
the natural evolution of the Mercury Board to guide the Company’s
next chapter. Strengthening our Board with additional operational
and financial expertise is also critical to our efforts to enhance
value for all our stakeholders, including customers, shareholders
and employees. Scott has a thorough understanding of our business,
a proven investment record and shares the Board’s vision for moving
Mercury forward. He also brings important shareholder perspective
that will be immediately additive to the boardroom.”
Mr. Ostfeld said, “I commend the Board for the actions it has
taken to set Mercury on the right path and install a refreshed
Board and leadership team. JANA believes Jerry DeMuro and Roger
Krone are excellent additions to the Board and will support both
nominees at the upcoming annual meeting. I look forward to working
with the Board and management to significantly improve execution
and deliver tangible results for all shareholders, including by
supporting the Board and management with the necessary tools to
align equity incentive compensation with shareholder
interests.”
Mr. Ballhaus said, “On behalf of my fellow directors, I want to
express our deepest appreciation to Bill and ML for their
meaningful and countless contributions to Mercury. Each has been a
trusted colleague as the Company navigated a challenging
environment and has made an immense mark on the organization. I am
pleased to continue working with them over the next several months
and ensuring a smooth transition.”
As a result of these changes, the Board has approved a reduction
by two seats to the Board that will be effective immediately prior
to the Annual Meeting. As of the Annual Meeting, the Board will be
comprised of nine directors, five of whom will have been appointed
to the Board in the past two years.
About Scott Ostfeld
Scott Ostfeld is a Managing Partner and Portfolio Manager at
JANA Partners where he has nearly 20 years of experience enhancing
value as an engaged shareholder. Prior to joining JANA in
2006, Mr. Ostfeld was at GSC Partners, where he served in
their distressed debt private equity group and focused on acquiring
companies through the restructuring process and enhancing value as
an equity owner. He was previously an investment banker at Credit
Suisse First Boston Corporation.
Mr. Ostfeld currently serves on the Board of Directors of
TreeHouse Foods. He was previously a director at Conagra Brands, HD
Supply until its sale to Home Depot, and Team Health until its sale
to Blackstone Group. Mr. Ostfeld serves on the board of Columbia
University’s Richman Center for Business, Law and Public Policy. He
received a JD from Columbia Law School, where he was a Harlan Fiske
Stone Scholar and a Senior Editor of Columbia Law Review,
an MBA, Beta Gamma Sigma, from Columbia Business School, and a BA,
magna cum laude, Phi Beta Kappa, from Columbia
University.
Mercury Systems – Innovation that
Matters® by and for People Who
Matter
Mercury is a technology company that pushes processing power to
the tactical edge, making the latest commercial technologies
profoundly more accessible for today’s most challenging aerospace
and defense missions. From silicon to system scale, Mercury enables
customers to accelerate innovation and turn data into decision
superiority. Mercury is headquartered in Andover, Massachusetts,
and has 24 locations worldwide. To learn more, visit mrcy.com.
(Nasdaq: MRCY)
Forward-Looking Safe Harbor Statement
This press release contains certain forward-looking statements,
as that term is defined in the Private Securities Litigation Reform
Act of 1995, including those relating to the Company’s focus on
enhanced execution of the Company’s strategic plan under a
refreshed Board and leadership team. You can identify these
statements by the words “may,” “will,” “could,” “should,” “would,”
“plans,” “expects,” “anticipates,” “continue,” “estimate,”
“project,” “intend,” “likely,” “forecast,” “probable,” “potential,”
and similar expressions. These forward-looking statements involve
risks and uncertainties that could cause actual results to differ
materially from those projected or anticipated. Such risks and
uncertainties include, but are not limited to, continued funding of
defense programs, the timing and amounts of such funding, general
economic and business conditions, including unforeseen weakness in
the Company’s markets, effects of continued geopolitical unrest and
regional conflicts, competition, inflation, changes in technology
and methods of marketing, delays in completing engineering and
manufacturing programs, changes in customer order patterns, changes
in product mix, continued success in technological advances and
delivering technological innovations, changes in, or in the U.S.
government’s interpretation of, federal export control or
procurement rules and regulations, changes in, or in the
interpretation or enforcement of, environmental rules and
regulations, market acceptance of the Company's products, shortages
in or delays in receiving components, supply chain delays or
volatility for critical components such as semiconductors,
production delays or unanticipated expenses including due to
performance quality issues or manufacturing execution issues, the
impact of the COVID-19 pandemic and supply chain disruption,
inflation and labor shortages, among other things, on program
execution and the resulting effect on customer satisfaction,
inability to fully realize the expected benefits from acquisitions,
restructurings, and value creation initiatives such as 1MPACT, or
delays in realizing such benefits, challenges in integrating
acquired businesses and achieving anticipated synergies, effects of
shareholder activism, increases in interest rates, changes to
industrial security and cyber-security regulations and requirements
and impacts from any cyber or insider threat events, changes in tax
rates or tax regulations, such as the deductibility of internal
research and development, changes to interest rate swaps or other
cash flow hedging arrangements, changes to generally accepted
accounting principles, difficulties in retaining key employees and
customers, which difficulties may be impacted by the termination of
the Company’s announced strategic review initiative, unanticipated
challenges with the transition of the Company’s Chief Executive
Officer and Chief Financial Officer roles, unanticipated costs
under fixed-price service and system integration engagements, and
various other factors beyond our control. These risks and
uncertainties also include such additional risk factors as are
discussed in the Company's filings with the U.S. Securities and
Exchange Commission, including its Annual Report on Form 10-K for
the fiscal year ended July 1, 2022 and subsequent Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K. The Company cautions
readers not to place undue reliance upon any such forward-looking
statements, which speak only as of the date made. The Company
undertakes no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which such
statement is made.
INVESTOR CONTACT
Nelson EricksonSenior Vice President, Strategy and Corporate
DevelopmentIR@mrcy.com
MEDIA CONTACT
Turner BrintonSenior Director of Corporate
CommunicationsTurner.Brinton@mrcy.com
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