ANDOVER, Mass., June 24, 2022 (GLOBE NEWSWIRE) — Mercury Systems, Inc. (“Mercury” or the “Company”), (NASDAQ: MRCY, www.mrcy.com), a leader in the field of secure and reliable missions -critical technologies for aerospace and defense, today announced that Howard Lance, former CEO of Maxar Technologies, and Bill Ballhaus, former Chairman and CEO of Blackboard, have been appointed to Mercury’s Board of Directors, along with immediate effect. The addition of these two independent directors to the board of directors is carried out within the framework of the cooperation agreements that the company has entered into with JANA Partners LLC (“JANA”) and Starboard Value LP (“Starboard”) (the “agreements “).
William K. O’Brien, Chairman of Mercury’s Board of Directors, said, “We are delighted to welcome Howard and Bill, two exceptional leaders with a strong track record of overseeing growth and profitability, as well as valuable expertise in the aerospace, defense and technology industry. , to our Board of Directors. Their appointments reinforce the Board’s ongoing commitment to recruiting new directors with fresh ideas and perspectives, diverse backgrounds and relevant expertise.
Mr. O’Brien continued, “We are delighted to have been able to work constructively with JANA and Starboard and appreciate their thoughts, insights, feedback and recommended board members. The Company continues to make great progress in executing its strategic plan in a rapidly changing global economic environment. Mercury occupies a unique position within the defense industry and has created a competitive advantage through significant investments and an unmatched ability to deliver innovative and timely customer solutions. We have great confidence in our ability to deliver added value to all of our stakeholders. »
Barry Rosenstein, Managing Partner of JANA, said, “We believe Mercury is well positioned in the defense industry with mission critical and strong customer relationships. We are encouraged by Mercury’s continued commitment to board refreshment, and we look forward to the contributions of these new directors as the company strives to maximize shareholder value.
Jeff Smith, CEO of Starboard, said, “We invested in Mercury because of its leadership position in a dynamic market and our belief that the company will enhance shareholder value. The company has a tremendous opportunity, and we believe these appointments will add a fresh perspective as Mercury focuses on executing its strategic plan.
As part of the new director appointments, Mercury’s Board will be temporarily expanded to include 11 directors. The addition of two new independent directors continues the ongoing board refresh program, which has diversified and broadened the expertise of board members to reflect Mercury’s ongoing strategic objectives. Following the 2022 annual meeting of shareholders, the board will consist of nine directors, eight of whom will be independent and seven who have been appointed to the board within the last five years.
The agreements include customary standstill, voting and other provisions. The complete agreements will be filed by the Company with the United States Securities and Exchange Commission as an attachment to the current report on Form 8-K.
Citi and Goldman Sachs & Co. LLC are acting as financial advisors to Mercury, and Latham & Watkins LLP is acting as legal advisor.
About Howard Lance
Howard L. Lance is currently a managing partner at Lance Advisors LLC, an advisory firm serving private and institutional investors. He is Non-Executive Chairman of Summit Materials, a leading supplier of aggregates and cement, and Non-Executive Chairman of Change Healthcare, a leading provider of healthcare information technologies and services. He is also a director of New Vista Acquisition Corporation, a SPAC focused on emerging technologies in aerospace, defense and logistics, and non-executive chairman of privately held Covanta Energy LLC, a leading solutions provider. sustainable environments.
He previously served on the public company boards of Ferrovial SA, Eastman Chemical Company, Stryker Corporation and Aviat Networks.
From 2016 to 2019, Mr. Lance served as President and CEO of Maxar Technologies, a leading provider of space technology solutions including satellites, robotics, imagery and geospatial services. Previously, he was Executive Advisor – Private Equity at Blackstone Group from 2012 to 2016. From 2003 to 2012, he was Chairman, President and Chief Executive Officer of Harris Corporation (now L3Harris), a leading provider providers of communications and information technology products, software, systems and services for government, defense and commercial markets. was co-chairman of NCR Corporation and chief operating officer of its retail and financial group from 2001 to 2002. Prior to that, he spent 17 years at Emerson Electric Company, including as executive vice president of its business operations. electronics and telecommunications company, group chairman of its climate technologies businesses and chairman and chief executive officer of Astec PLC, a UK-listed subsidiary based in Hong Kong.
Mr. Lance holds a bachelor’s degree in industrial engineering from Bradley University and a master’s degree in management from Purdue University.
About Bill Ballhaus
Bill Ballhaus is currently Chairman of MilestoneRoad Partners, a business advisory firm he founded in 2021, and Executive Chairman of Government Brands LLC, a payment software and solutions provider for government customers. He previously served as President and CEO of Blackboard, a leading EdTech company, from 2016 until its merger with Anthology in 2021. Previously, he served as CEO and President of SRA International, Inc., an information technology services provider from 2011 until the formation of CSRA from the US public sector operations of SRA and CSC. Previously, Mr. Ballhaus served as CEO and President of private military contractor DynCorp International from 2008 to 2010. Mr. Ballhaus has also held executive positions at BAE Systems, Boeing and Hughes, where he led government and of commercial technology on a global scale, particularly focused on software and computing.
He currently sits on the board of Qmulos, a leading cybersecurity and IT compliance company, and as a senior advisor at PSG, a private equity firm focused on the software industry. He is also a Fellow of the American Institute of Aeronautics and Astronautics.
Mr. Ballhaus holds a BS in Mechanical Engineering from the University of California at Davis and an MS and PhD in Aeronautics and Astronautics from Stanford University. He also earned a master’s degree in business administration from the Anderson Graduate School of Management at UCLA.
Mercury Systems – Innovation That Matters®
Mercury Systems is a global commercial technology company serving the aerospace and defense industry. Based in Andover, Mass., the company provides reliable and secure open-architecture processing solutions powering a wide range of mission-critical applications in the harshest and most demanding environments. Inspired by its purpose to deliver innovation that matters, by and for the people that matter, Mercury helps make the world a safer and more secure place for everyone. To learn more, visit mrcy.com or follow us on Twitter.
Safe Harbor Forward-Looking 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 cooperative arrangements and board changes discussed herein. You can identify these statements by the use of the words “may”, “will”, “could”, “should”, “would”, “plan”, “expect”, “anticipate”, “continue”, “estimate”, “project”, “intention”, “probable”, “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. These risks and uncertainties include, but are not limited to, the continued funding of defense programs, the timing and amounts of such funding, general economic and business conditions, including unexpected weakness in the Company’s markets, the effects epidemics and pandemics such as COVID, the effects of any U.S. federal government shutdown or prolonged ongoing resolution, the effects of ongoing geopolitical unrest and regional conflict, competition, inflation, changes in the technology and methods to market, delays in the completion of engineering and manufacturing programs, changes in customer ordering patterns, changes in product mix, continued success in technological advancements and the provision technological innovations, changes in or in the US government’s interpretation of rules and regulations federal export control or procurement regulations, changes in, or in the interpretation or application of, environmental rules and regulations, market acceptance of the Company’s products, shortages or delays in receipt of components, production delays or unforeseen expenses due to performance quality issues with outsourced components, failure to fully realize the expected benefits of acquisitions, restructurings and value creation initiatives such as 1MPACT, or delays in realizing these benefits, difficulties in integrating acquired businesses and achieving anticipated synergies, effects of shareholder activism, interest rate increases, regulatory changes and industrial security and cybersecurity requirements , changes in tax rates or tax regulations, changes in swap s interest rate or other cash flow hedging arrangements, changes in generally accepted accounting principles, difficulties in retaining key employees and customers, unforeseen costs under fixed price service contracts and systems integration, and various other factors beyond our control. These risks and uncertainties also include additional risk factors, as disclosed in the Company’s filings with the United States Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended July 2021. The Company cautions readers not to place undue reliance on these 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.
Michael D. Ruppert, Chief Financial Officer
Mercury Systems Inc.
[email protected] | (978) 967-1990
Michael Freitag/Dan Moore
Joele Frank, Wilkinson Brimmer Katcher
[email protected] | (212) 355-4449
Mercury Systems and Innovation That Matters are registered trademarks of Mercury Systems, Inc. Other product and company names mentioned may be trademarks and/or registered trademarks of their respective holders.