Victorino G. Mercado
About Victorino G. Mercado
Independent director since August 2021; currently Security Director and Chair of the Security Committee, and Chair of the Nominating & Corporate Governance Committee. Background includes Assistant Secretary of Defense for Strategy, Plans, and Capabilities (2019–2021) and a 35‑year U.S. Navy career culminating as a two‑star Admiral; NACD Certified Director. Age 64; tenure on MNTS Board since August 2021, with prior service on Audit and Compensation committees before current assignments .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Defense | Assistant Secretary of Defense for Strategy, Plans, and Capabilities | Jul 2019–Jan 2021 | Principal advisor on national security/defense strategies and future capability investments |
| U.S. Navy | Two‑Star Admiral; Director of Maritime Operations (U.S. Pacific Fleet); Director, Assessments Division (OPNAV); Commander, Carrier Strike Group Eight | 35 years (dates not individually specified) | Senior operational and staff leadership; systems engineering manager for AEGIS warfare systems (shore tour) |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| IBM Federal Consulting | Partner; Leader for Navy & Marine Corps Strategic Growth | Current | Private employer role; not a public company directorship |
| Ocean Power Technologies, Inc. (OPTT) | Special Advisor to the Board of Directors | Current | Advisor (not a director); public company relationship noted as advisory only |
| USS TELESFORO TRINIDAD (DDG‑139) Commissioning Committee | Chairman of the Board (non‑profit) | Current | Non‑profit governance role |
Board Governance
- Current MNTS committee assignments: Chair, Nominating & Corporate Governance Committee; Security Director and sole member/Chair of the Security Committee .
- Prior committee service included membership on the Audit and Compensation Committees (historical) .
- Independence: Nominating & Corporate Governance members (including Mercado) meet Nasdaq/SEC independence requirements; Board historically comprised a majority of independent directors (all except the CEO) .
- Attendance: Board held 26 meetings in FY2024; all directors attended at least 75%. In FY2023, 22 meetings; all directors attended at least 75% .
- Lead Independent Director: Linda J. Reiners .
Committee Responsibilities (relevant highlights)
- Nominating & Corporate Governance: Board composition, governance/ESG guidelines, Board/committee evaluations, succession planning .
- Security Committee: Oversees safeguards post‑NSA termination; policies for protected technical information/systems/facilities, export control compliance .
Fixed Compensation (Director Realized Pay)
| Metric (USD) | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Fees Earned or Paid in Cash | $174,365 | $290,094 | $165,000 | $82,500 |
| Stock Awards (grant‑date fair value) | $537,495 | $249,997 | $38,172 | $0 (no RSUs granted in 2024) |
| Total | $711,860 | $540,091 | $203,172 | $82,500 |
Notes:
- Security Director premium: additional $50,000 annual cash retainer under offer letter (outside standard non‑employee director policy) .
- In 2021, an extra monthly cash retainer of $20,834 for first three months (extended through June 30, 2022) for Security Director responsibilities .
Current Non‑Employee Director Compensation Policy (as disclosed in 2025 proxy)
| Component | Amount |
|---|---|
| Annual Board Member Retainer (Outside Directors) | $100,000 |
| Chairperson (additional) | $60,000 |
| Lead Independent Director (additional) | $30,000 |
| Audit Committee – Member | $20,000 |
| Compensation Committee – Member | $15,000 |
| Disclosure Committee – Member | $15,000 |
| Nominating & Corporate Governance – Member | $10,000 |
| Audit Committee – Chair (in lieu of member fee) | $30,000 |
| Compensation Committee – Chair (in lieu) | $22,500 |
| Disclosure Committee – Chair (in lieu) | $22,500 |
| Nominating & Corporate Governance – Chair (in lieu) | $15,000 |
| Security Director and Chair, Security Committee | +$50,000 annual (offer letter) |
Performance Compensation
- Equity awards for non‑employee directors are time‑based RSUs, not tied to performance metrics. Policy provides: initial RSUs valued at $350,000 vesting in three equal annual installments; annual RSUs vest on the earlier of first anniversary or day before next annual meeting; acceleration on death, disability, or change in control .
- Realized/Outstanding context:
- As of Dec 31, 2024: no RSUs were granted in 2024; no outstanding equity awards for independent directors .
- As of Dec 31, 2023: non‑employee directors held 15,732 outstanding RSUs each (comprised of 1,332 RSUs from Oct 18, 2021 grant vesting over three years from Aug 12, 2021, and 14,400 RSUs from May 31, 2022 grant vesting May 29, 2023) .
- As of Dec 31, 2022: non‑employee directors held 650,568 outstanding RSUs each (described as 33,333 RSUs from Oct 18, 2021 and 86,206 RSUs from May 31, 2022; share counts reflect historical share structure) .
| Grant/Status | Type | Units | Vesting Terms |
|---|---|---|---|
| Initial director equity grant | RSU | Policy: $350,000 value (share count varies) | Vests in 3 equal annual installments |
| Annual director equity grant | RSU | Policy: 0.128% of shares outstanding at grant | Vests at 1‑year or before next annual meeting, prorated |
| Acceleration | — | — | Full acceleration on death, disability, or change in control |
| 2023 year‑end outstanding (per director) | RSU | 15,732 | See footnote detail in 2024 proxy |
| 2024 grants/outstanding | RSU | 0 | No RSUs granted; none outstanding as of 12/31/2024 |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Notes |
|---|---|---|---|
| Ocean Power Technologies, Inc. | Public | Special Advisor to the Board (not a director) | Advisory role only; no disclosed transactional ties with MNTS |
| IBM Federal Consulting | Private | Partner | Employment role; not a directorship |
| USS TELESFORO TRINIDAD Commissioning Committee | Non‑profit | Chairman of the Board | Non‑profit governance role |
No other public company directorships for Mercado are disclosed in MNTS proxy materials reviewed .
Expertise & Qualifications
- National security and defense strategy; major command leadership; defense acquisition/systems engineering (AEGIS); NACD Certified Director .
- Governance leadership: Chair, Nominating & Corporate Governance; Chair, Security Committee (specialized export control and protected information oversight) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes/As‑of Date |
|---|---|---|---|
| Victorino G. Mercado | 20,777 | <1% | Based on 14,583,946 Class A shares outstanding; as of Oct 10, 2025 |
| Outstanding equity awards (Victorino Mercado) | — | — | None outstanding as of Dec 31, 2024 |
Governance Assessment
-
Strengths:
- Deep U.S. defense and security expertise aligned with MNTS’s regulatory and security posture; leadership of the Security Committee professionalizes export control and protected information oversight .
- Active governance role as Chair of Nominating & Corporate Governance, with responsibilities over Board composition, evaluations, and succession planning; committee independence affirmed .
- Board engagement: met attendance threshold across high Board activity (26 meetings in 2024; 22 in 2023) .
- Compensation committee relies on independent consultant (F.W. Cook) and has no interlocks; supports governance quality .
-
Watch items / potential investor perception issues:
- Cash‑heavy 2024 director pay (no RSUs granted; none outstanding at year‑end) could reduce long‑term alignment in that period; however, policy contemplates significant RSU components going forward and Board sought to increase equity plan share pool in 2025 .
- External affiliations (IBM Federal Consulting; advisory role at a public company) warrant routine related‑party and conflict screening, though the company discloses a formal related‑party policy and no related‑party transactions were reported in the periods reviewed .
-
Related‑party/Conflicts:
- Company reports standard indemnification; related‑party transactions require Audit Committee pre‑approval; no related‑party transactions disclosed for 2022–2024 (respective periods) .
-
Shareholder engagement signals:
- Multiple special meeting proposals in 2025 approved (capital structure and warrant proposals), reflecting shareholder participation during capital actions; not specific to director elections but relevant to governance context .
RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, or attendance. 2024 suspension of director RSU grants reduces equity alignment for that year; monitor resumption under updated policy and equity plan capacity .