Barry Nearhos
MERCURY SYSTEMSAbout Barry R. Nearhos
Barry R. Nearhos, age 67, has served on Mercury Systems’ Board since 2018 and is the Lead Independent Director (since October 2023). He chairs both the Audit Committee and the Nominating & Governance Committee and is designated an “audit committee financial expert.” Nearhos spent over 35 years at PwC, including roles as Market Managing Partner for the Northeast region, leader of the Northeast Assurance practice (2005–2008), and Assurance partner (1989–2015). He previously served on the board of Virtusa Corporation (2016–2021).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Market Managing Partner, Northeast region | Until 2015 | Directed strategy/operations across Boston, Hartford, Albany offices; assurance and advisory oversight |
| PwC | Leader, Northeast Assurance practice | 2005–2008 | Led assurance practice; accounting and audit quality oversight |
| PwC | Assurance Partner | 1989–2015 | Senior audit partner; cross-industry financial reporting expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virtusa Corporation (VRTU) | Independent Director | 2016–2021 | Public company board experience (company later acquired by PE) |
Board Governance
- Independence: Nearhos is independent and serves as Lead Independent Director; all board committees comprise independent directors.
- Executive sessions: Independent directors met five times in FY2025; Nearhos presided over four sessions.
- Board refresh: Nearhos joined in 2018; board is actively refreshed, with six of eight independents added over the past five years.
| Committee | Role | Members (FY2025/2026 setup) | FY2025 Meetings |
|---|---|---|---|
| Audit | Chair | Barry R. Nearhos (Chair), Jean Bua, Lisa S. Disbrow, Debora A. Plunkett | 8 |
| Nominating & Governance | Chair | Barry R. Nearhos (Chair), Orlando P. Carvalho, Howard L. Lance, Debora A. Plunkett | 7 |
| Human Capital & Compensation | Member | Howard L. Lance (Chair), Orlando P. Carvalho, Lisa S. Disbrow, Scott Ostfeld | 7 (committee total) |
| Government Relations | Member | Lisa S. Disbrow (Chair), Jean Bua, Gerard J. DeMuro, Debora A. Plunkett | 3 (committee total) |
| M&A and Finance | Member | Orlando P. Carvalho (Chair), Gerard J. DeMuro, Howard L. Lance, Scott Ostfeld | 5 (committee total) |
- Attendance: All directors attended ≥75% of board and committee meetings on which they served in FY2025.
- Governance structure: Combined Chair/CEO; mitigated by Lead Independent Director role (Nearhos). Classified board; majority voting in uncontested elections; no poison pill; anti-hedging/pledging policy.
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Standard non-employee director retainer |
| Lead Independent Director retainer | $35,000 | Additional annual cash retainer |
| Audit Committee Chair fee | $25,000 | Additional annual cash retainer |
| Nominating & Governance Chair fee | $12,000 | Additional annual cash retainer |
| Total “Fees Earned” (FY2025) | $137,000 | Sum equals reported “Fees Earned” in director comp table |
- FY2026 policy changes (signals): cash retainer +$10,000 to $75,000; LID retainer +$5,000 to $40,000; annual equity award +$10,000 to $185,000.
Performance Compensation
| Grant Date | Type | Shares | Grant-Date Price | Grant-Date Fair Value | Vesting / Deferral |
|---|---|---|---|---|---|
| Oct 23, 2024 | Deferred Share Units (annual director equity) | 4,832 | $33.80 | $163,322 | Annual director RSUs/DSUs vest on first anniversary; DSUs convert to shares upon end of board service; Nearhos elected to receive deferred share units in lieu of cash quarterly retainer for Q2–Q4 FY2025 |
- Normal annual equity: $175,000 of RSUs, sized by 30-day average price, vest on first anniversary; new directors receive $225,000 RSUs (50% vesting on each of first two anniversaries). Directors may defer cash/equity into DSUs (convert at end of service).
- Directors’ equity awards are time-based; no performance metrics apply to directors’ equity grants (performance metrics are used for executive PSUs).
Other Directorships & Interlocks
| Current Public Boards | Prior Public Boards | Notable Interlocks / Observations |
|---|---|---|
| None | Virtusa Corporation (2016–2021) | No current public-company interlocks disclosed; independent status affirmed |
Expertise & Qualifications
- Audit committee financial expert; strong accounting, capital markets, M&A, strategy, corporate governance, and risk management credentials.
- Board skills matrix shows breadth in corporate governance, risk, finance/accounting, business operations/strategy, talent management, M&A, and capital markets.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 31,256 | <1% of class; includes direct, joint, and stock units |
| Direct ownership | 20,671 | Shares owned individually |
| Joint ownership | 3,500 | Shares owned jointly with spouse |
| Stock units (RSUs/DSUs) | 7,085 | Awarded under stock-based plans/deferrals |
| Unvested RSUs/DSUs at FY2025-end | 4,832 | Aggregate unvested units outstanding |
| Anti-hedging/pledging | Policy prohibits hedging/pledging for directors | Alignment safeguard |
| Ownership guidelines | 5x annual cash retainer; all directors in compliance | Alignment signal |
Say-on-Pay & Shareholder Feedback
| Year | Proposal | For | Against | Abstain | Support (%) |
|---|---|---|---|---|---|
| 2024 | Advisory vote on executive compensation | — | — | — | 71% (as disclosed) |
| 2025 | Advisory vote on executive compensation | 52,430,029 | 2,468,655 | 35,625 | 95.5% (derived from reported votes) |
- 2025 LTIP approval: For 45,628,561; Against 9,229,049; Abstain 76,699 (plan governance features include clawbacks, no option repricing, double-trigger CIC vesting for executives; director pay capped at $1M).
Governance Assessment
- Board effectiveness: Nearhos’ dual chair roles (Audit; Nominating & Governance) and Lead Independent Director position strengthen oversight of financial reporting, internal controls, related-party transactions, board evaluations/refreshment, and ESG governance. Audit Committee directly oversees auditor independence and related-party transaction approvals; Nearhos designated as financial expert.
- Alignment: Ownership guideline compliance and prohibition on hedging/pledging support investor alignment; Nearhos’ deferral elections into DSUs increase long-term exposure to stock outcomes.
- Investor confidence signals: Marked improvement in say-on-pay support from 71% (2024) to robust approval in 2025 (votes indicate ~95.5% support), suggesting effective shareholder engagement led by Nearhos and committee chairs.
- Potential conflicts/RED FLAGS: No related-party transactions disclosed involving Nearhos; independence affirmed; no current external public boards reduces external conflict risk. Structural governance trade-offs remain (classified board; combined Chair/CEO), partially mitigated by Nearhos’ Lead Independent Director role and regular executive sessions.
- Attendance: Directors met attendance thresholds; Nearhos presided over most independent sessions, indicating engagement.
Overall, Nearhos presents strong governance credentials and active oversight in critical committees, with positive signals for investor alignment and risk oversight, and no identified conflict-of-interest red flags in current disclosures.