Howard Lance
MERCURY SYSTEMSAbout Howard L. Lance
Howard L. Lance (age 69) has served as an independent director of Mercury Systems since 2022. He is the former President & CEO of Maxar Technologies (2016–2019) and Harris Corporation (2003–2012), and previously held senior roles at NCR and Emerson Electric; today he is Managing Partner at Lance Advisors, Senior Advisor to EQT Group, and non-executive Chairman of Reworld Waste and Arcwood Environmental Services . Lance brings public company CEO experience, deep defense and technology credentials, M&A and capital markets expertise, and risk management and governance capabilities; he is independent under Nasdaq/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maxar Technologies | President & CEO | 2016–2019 | Led a space technology company spanning satellites, robotics, geospatial imagery and services |
| Harris Corporation (now L3Harris) | Chairman, President & CEO | 2003–2012 | Led defense communications/technology; significant public company operating experience |
| Blackstone Group | Executive Advisor – Private Equity | 2012–2016 | Advised PE investments; institutional investor-facing role |
| NCR Corporation | Co-President; COO Retail & Financial Group | 2001–2002 | Operational and turn-around leadership |
| Emerson Electric Company | Executive VP (Electronics/Telecom); Group President (Climate Technologies); CEO of Astec PLC | 17 years (dates not specified) | Broad P&L leadership; international operations (Astec PLC listed subsidiary in Hong Kong) |
External Roles
| Organization | Role | Tenure/Status | Notes/Interlocks |
|---|---|---|---|
| Lance Advisors LLC | Managing Partner | Current | Advisory firm to PE/institutional investors |
| EQT Group | Senior Advisor | Current | Advisor to a major private equity firm |
| Reworld Waste (EQT Infrastructure portfolio) | Non-Executive Chairman | Current | Sustainable materials management; EQT portfolio tie |
| Arcwood Environmental Services (EQT Infrastructure portfolio) | Non-Executive Chairman | Current | Regulated environmental solutions; EQT portfolio tie |
| Summit Materials (SUM) | Director | 2015–2025 | Public board service within last five years |
| Change Healthcare (CHNG) | Director | 2017–2022 | Public board service within last five years |
| New Vista Acquisition Corp (NVSA) | Director | 2021–2022 | SPAC board service |
Board Governance
- Committee assignments: Chair, Human Capital & Compensation (HCC); Member, Nominating & Governance (NGC); Member, M&A and Finance .
- Independence: Board committees are 100% independent; Lance is independent (only the CEO/Chair is non-independent) .
- Attendance and engagement: Board met 12 times in FY2025; committees met HCC (7), NGC (7), M&A (5), Audit (8), GRC (3). All directors attended ≥75% of board/committee meetings; independent directors held five executive sessions .
- Governance structure: Classified board; combined Chair/CEO; Lead Independent Director in place; anti-hedging/pledging and clawback policies; ownership guidelines; regular executive sessions .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Standard for non-employee directors |
| HCC Committee Chair retainer | $20,000 | Committee chair cash premium |
| Total fees earned (Lance) | $85,000 | Sum of base + chair premium |
| FY2026 changes (Board-wide) | +$10,000 annual retainer; +$5,000 Lead Independent Director retainer | Approved increases; annual equity award target +$10,000 |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU (Lance) | Oct 23, 2024 | 4,832 | $163,322 | Vests on first anniversary per director policy |
Director equity policy details:
- Annual RSU target value is $175,000 calculated as $175,000 divided by the 30-day average closing price prior to grant; grant-date fair value is measured using the closing price on the grant date (producing differences vs target value) .
- New director onboarding RSUs equal to $225,000; vest 50% on each of first two anniversaries .
- Deferrals allowed: directors may elect to defer equity into deferred stock units (DSUs) and cash retainers into DSUs; DSUs convert into shares upon termination of board service .
Director equity metrics (non-performance based):
| Metric | Detail |
|---|---|
| Performance conditions | None; director awards are time-based RSUs (no financial/ESG metrics) |
| Minimum vesting | One-year minimum vesting for awards, with limited exceptions per plan |
| Dividends on unvested awards | Prohibited until shares are earned/vested/distributed |
| Award limits for directors | Annual cap: $1 million in total director compensation under the plan |
Other Directorships & Interlocks
| Company | Ticker | Role | Tenure |
|---|---|---|---|
| Summit Materials | SUM | Director | 2015–2025 |
| Change Healthcare | CHNG | Director | 2017–2022 |
| New Vista Acquisition Corp | NVSA | Director | 2021–2022 |
Signals to monitor:
- Activist involvement: JANA Management Partners holds 9.9% and its representative (Scott Ostfeld) sits on HCC and M&A committees; Ostfeld assigns director compensation to JANA, which may be deemed a director by deputization .
Expertise & Qualifications
- Skills include: Public Co. CEO; Senior Leadership; Defense and Technology industries; Corporate Governance; Risk Management; Finance & Accounting; Business Operations & Strategy; Regulatory (A&D); Talent Management; M&A; Debt & Equity Capital Markets .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Breakdown |
|---|---|---|---|
| Howard L. Lance | 38,992 | <1% | 24,910 direct; 9,250 family trusts; 4,832 RSUs |
| Unvested RSUs (aggregate) | 4,832 | n/a | Outstanding unvested RSUs as of June 27, 2025 |
| Ownership guidelines | 5x annual cash retainer within 5 years; all non-employee directors in compliance | n/a | Anti-hedging/pledging policies in place |
Governance Assessment
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Strengths
- Independent director with extensive A&D and public company CEO experience; chairs HCC with broad governance, HR, and compensation oversight .
- Robust governance policies: anti-hedging/pledging; clawbacks including for restatements; director award limits; minimum vesting; no option repricing or discounted grants; change-in-control requires qualifying termination (double-trigger) .
- Ownership alignment: meaningful ownership guidelines; compliance noted; standard annual RSU grants; option overhang and burn rates disclosed transparently .
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Watch items / potential risks
- Board structure: classified board and combined Chair/CEO reduce immediacy of accountability; proxy access not available .
- Compensation committee composition includes an activist representative (JANA), which can be positive for alignment but introduces potential for shareholder-driven compensation dynamics; monitor committee decisions and Meridian consultant independence (affirmed) .
- External ties: Senior advisory/chairman roles at EQT Infrastructure portfolio companies; ensure continued adherence to related-person transaction policies and disclosure standards; Audit Committee oversees such reviews .
- Director pay trend: FY2026 increases in cash and equity retainer; monitor pay-for-performance alignment and overall director comp competitiveness .
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Attendance and engagement
- All directors met the ≥75% attendance threshold; independent directors held five executive sessions, indicating active board oversight .