Gerard DeMuro
MERCURY SYSTEMSAbout Gerard J. DeMuro
Gerard J. DeMuro, age 69, is an independent Class II director of Mercury Systems (MRCY) serving since 2023; his current term ends in 2026. He is a former Co‑CEO of Eve Air Mobility and previously President & CEO of BAE Systems, Inc. (U.S.), with earlier senior roles at General Dynamics, GTE, and the U.S. Department of Defense, giving him deep aerospace/defense operating and governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eve Air Mobility (EVEX) | Co‑CEO | Sep 2021–Sep 2023 | Led eVTOL and urban air mobility build‑out |
| BAE Systems, Inc. (U.S.) | President & CEO | 2014–2020 | Ran U.S. subsidiary of BAE Systems plc; technology‑led defense portfolio |
| General Dynamics | EVP; Corporate VP, Information Systems & Technology | 1999–2013 | Increasing responsibility across defense IT businesses |
| GTE (now Verizon) | Executive roles | Earlier career | Telecom/technology exposure |
| U.S. Department of Defense | Government roles | Earlier career | Defense/regulatory experience |
External Roles
| Organization | Role | Status/Years | Notes |
|---|---|---|---|
| Eve Holding Inc. (EVEX) | Director | 2023–present | Current public company board |
| BAE Systems plc (BAESY) | Director | 2014–2020 | Prior public company board |
| Zanite Acquisition Corp. (ZNTE) | Director | 2020–2021 | Prior SPAC board |
Board Governance
- Independence: Independent director; Board is 89% independent with committees comprised entirely of independent directors .
- Committee assignments (FY25): Member, Government Relations Committee (GRC) and M&A and Finance Committee; served on Audit Committee until Jan 6, 2025, then rotated to other committees .
- Committee meeting cadence (FY25): Board met 12x; GRC met 3x; M&A met 5x; Audit met 8x; HC met 7x; NGC met 7x .
- Attendance: In FY25 all directors attended ≥75% of board/committee meetings; in FY24 all directors other than Ms. Plunkett were ≥75% (DeMuro included) .
- Financial expertise: Designated “audit committee financial expert” in FY24; not listed as such in FY25 after committee rotation .
- Lead Independent Director: Barry R. Nearhos; independent executive sessions held regularly (five in FY25) .
Fixed Compensation
| Element | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Standard non‑employee director retainer |
| Chair/membership fees | $0 | No chair role; additional chair retainers exist but not applicable to DeMuro |
| Total fees earned (cash) | $65,000 | Reported for FY2025 |
Performance Compensation
| Equity Award Type | Grant Date | Units/Value | Vesting/Terms | Notes |
|---|---|---|---|---|
| Annual RSU/DSU | Oct 23, 2024 | 4,832 units; $163,322 grant‑date fair value | Annual director awards vest after ~1 year; DSUs convert to shares upon board service end if deferred | DeMuro received 4,832 deferred share units; value based on $33.80 close at grant |
| Aggregate unvested units (6/27/2025) | — | 4,832 units | Unvested at year‑end | Director unvested count table |
Directors receive time‑based equity; no performance metrics are attached to director equity grants. Annual equity equals $175,000 divided by the prior 30‑day average share price; new director initial grants equal $225,000 with 50/50 vest over 2 years .
Other Directorships & Interlocks
| Entity | Relationship to MRCY | Potential Interlock/Conflict |
|---|---|---|
| Eve Holding Inc. (EVEX) | No disclosed customer/supplier ties | No related‑party transactions disclosed; Audit Committee reviews related‑person transactions per policy |
| BAE Systems plc (prior) | Major defense prime; Mercury sells to primes | Prior association only; no current transactions disclosed |
Expertise & Qualifications
- Public company CEO, senior leadership, defense and technology industry experience; corporate governance, risk management, finance/accounting, operations/strategy, regulatory (A&D), talent management, M&A, capital markets skills (per Board Skills Matrix) .
- Independence and governance alignment with anti‑hedging/pledging policies, majority voting, clawbacks; committees 100% independent .
Equity Ownership
| Holder | Beneficial Ownership (8/25/2025) | Breakdown | % of Class |
|---|---|---|---|
| Gerard J. DeMuro | 15,119 shares | 7,485 owned directly; 7,634 RSUs/DSUs under plans | <1.0% |
- Director ownership guidelines: 5x cash retainer within 5 years; all non‑employee directors are in compliance .
Governance Assessment
- Board effectiveness: DeMuro brings deep U.S. defense operating experience and was audit committee‑qualified in FY24; current service on M&A and GRC aligns with strategy and government interface oversight .
- Engagement: Attendance ≥75% with regular executive sessions; Board and committees meet frequently; independent lead director structure in place .
- Pay alignment: Modest cash retainer and time‑based equity with available deferrals; no performance equity for directors, but strong stock ownership guidelines and anti‑hedging/pledging policies support alignment .
- Conflicts/related party: No related‑party transactions disclosed for DeMuro; Audit Committee policy governs review/approval; presence of significant shareholder JANA on board (via Ostfeld) is notable but separate from DeMuro .
- Signals: Committee rotation off Audit in FY25 (after Ms. Bua joined) suggests Board refreshment and specialization; continued roles in M&A/GRC fit his background in defense and corporate transactions .
Overall, DeMuro’s credentials and committee roles support governance robustness without evident conflicts; equity ownership, compliance with guidelines, and attendance bolster investor confidence .