Jean Bua
MERCURY SYSTEMSAbout Jean Bua
Independent Class II director at Mercury Systems (MRCY), age 67, appointed in January 2025 and standing for a one-year term ending 2026 under the Board Policy refresh cadence . Former CFO of NetScout Systems (2011–2025) with 40+ years in finance, audit, and operations; prior roles include EVP of Finance & Treasurer at American Tower, Controller roles at American Tower and Duracraft, and Auditor at KPMG . She is independent and serves on the Audit Committee (designated an “audit committee financial expert”) and the Government Relations Committee, aligning to Mercury’s emphasis on financial oversight and A&D policy interface . Skills highlighted by the Board include senior leadership, technology industry, corporate governance, risk management, finance & accounting, strategy, M&A, and capital markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NetScout Systems | Chief Financial Officer | 2011–2025 | Led public-company finance, accounting, audit, and operations; deepened financial oversight credentials relevant to Audit Committee service . |
| American Tower | EVP, Finance & Treasurer | Prior to 2011 (dates not disclosed) | Capital markets, treasury, controller responsibilities; relevant to finance and capital structure oversight . |
| American Tower; Duracraft | Controller | Not disclosed | Strengthened internal controls/financial reporting background . |
| KPMG | Auditor | Not disclosed | External audit experience; foundation for “financial expert” designation . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CoreSite Realty (COR) | Director | 2017–2021 | Former public board service; no current Mercury interlocks disclosed . |
| AstroNova (ALOT) | Director | 2018–2022 | Prior public board service . |
| Plug Power (PLUG) | Director | 2022–2023 | Prior public board service . |
| Modular Medical (MODD) | Director | 2021–2025 | Prior public board service . |
| Current other public company boards | — | — | Board skills matrix indicates none current for Bua . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; Board is 8/9 independent . |
| Committees | Audit (Member; Audit Committee Financial Expert); Government Relations (Member) . |
| Board structure | Classified board; CEO also serves as Chair. Lead Independent Director in place . |
| Meetings & attendance | FY2025: 12 Board meetings; committees met AC 8 / HCC 7 / NGC 7 / M&A 5 / GRC 3. All directors attended ≥75% of aggregate Board+committee meetings during their service period; independents held 5 executive sessions . |
| Director elections | Bua (Class II) nominated for a one-year term to align Class II cycle with 2026 elections . |
| Policies | Anti-hedging/pledging; majority voting (uncontested); clawback; annual self-assessments; related-person transaction policy overseen by Audit; proxy access not adopted . |
Fixed Compensation
| Component | FY2025 Amount/Policy |
|---|---|
| Annual cash retainer | $65,000 annual retainer for non-employee directors; paid quarterly . |
| Chair/lead fees (selected) | Lead Independent Director $35,000; Audit Chair $25,000; HCC Chair $20,000; NGC/GRC/M&A Chairs $12,000 each; paid in cash quarterly . |
| Bua – FY2025 cash fees | $32,500 (reflects two quarterly retainers given January 2025 start) . |
| Expense reimbursement | Reasonable Board/committee meeting expenses reimbursed . |
Performance Compensation
| Award | Grant date | Shares/Units | Grant-date price | Grant-date fair value | Vesting | Notes |
|---|---|---|---|---|---|---|
| New director deferred share units (DSUs) | 2025-01-15 | 5,453 | $42.87 | $233,770 | 50% on each of first two anniversaries | New non-employee director equity sized at ~$225,000 by 30-day avg price; new directors do not also receive the annual award in their first year . |
| Equity deferral elections | Effective FY2025 | — | — | — | DSUs convert to shares at end of Board service | Directors may elect to defer equity and/or cash into DSUs; director pay cap at $1m per year in the new 2025 LTIP; dividends/dividend equivalents not paid on unvested awards . |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | None indicated for Bua (per skills matrix) . |
| Prior public boards | COR (2017–2021), ALOT (2018–2022), PLUG (2022–2023), MODD (2021–2025) . |
| Potential interlocks | None disclosed with Mercury’s customers/suppliers in proxy; Audit Committee oversees related-person transaction reviews . |
| Shareholder influence context | JANA Management Partners holds 9.9% and its Partner/Co-PM Scott Ostfeld sits on MRCY’s Board (deputization noted), indicating active shareholder oversight dynamics . |
Expertise & Qualifications
- Audit Committee Financial Expert; deep finance, audit, and treasury experience suitable for Audit Committee oversight .
- Board’s skills matrix flags strengths in senior leadership, technology industry, governance, risk management, finance & accounting, strategy, M&A, and capital markets .
- Government Relations Committee role aligns with A&D regulatory/policy awareness needs .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership | 5,453 shares/units (restricted stock units) . |
| Percent of class | <1% of outstanding shares . |
| Unvested awards outstanding (6/27/2025) | 5,453 unvested stock awards . |
| Ownership guidelines (Directors) | 5× annual cash retainer within 5 years; Company states all non-employee directors are in compliance . |
| Hedging/pledging | Prohibited for directors and employees . |
| Change-in-control treatment (director awards) | Non-employee director awards vest in full upon a change in control under 2025 LTIP . |
Governance Assessment
- Strengths
- Independent director with CFO pedigree and designated Audit Committee Financial Expert; enhances financial reporting oversight and internal controls rigor .
- Strong alignment mechanisms: equity in DSUs, stock ownership guidelines, anti-hedging/pledging, and clawback/detrimental-activity provisions under the 2025 LTIP .
- Active committee contributions (Audit; Government Relations) fit Mercury’s risk profile (financial controls; A&D policy/budget exposure) .
- Watch items
- CEO-Chair duality persists; mitigated by Lead Independent Director and frequent executive sessions; continued attention to independence and evaluation processes warranted .
- Shareholder activism context (JANA at 9.9% and Board representation) may drive elevated expectations for execution and oversight; can be constructive but adds pressure on board effectiveness .
- Say-on-Pay support in 2024 was 71%, indicating moderate investor scrutiny of pay practices; Board (including Audit/HCC governance) should maintain robust engagement and responsiveness .
No related-party transactions involving Bua are disclosed in the proxy; the Audit Committee is responsible for reviewing any such transactions under the Company’s policy .
Attendance: While individual attendance rates aren’t disclosed, all directors met or exceeded 75% of aggregate Board/committee meetings during FY2025; independent directors held five executive sessions, supporting independent oversight .
Director compensation structure for FY2025 appears standard vs peers (balanced cash retainer plus time-based RSUs/DSUs; no meeting fees disclosed), with an option to defer compensation and a pay cap for directors in the 2025 LTIP .
Appendix – Director Compensation (FY2025) Detail
| Name | Fees Earned (Cash) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jean Bua | $32,500 | $233,770 | $266,270 |
| Notes | Two quarterly retainers due to January 2025 start; grant of 5,453 DSUs on 2025-01-15 at $42.87 close | Grant-date fair value per ASC 718 | — |
Board & Committee Activity (FY2025)
| Body | Meetings |
|---|---|
| Board | 12 |
| Audit | 8 |
| Human Capital & Compensation | 7 |
| Nominating & Governance | 7 |
| M&A and Finance | 5 |
| Government Relations | 3 |
| Notes | All directors attended ≥75% of their aggregate Board+committee meetings; 5 executive sessions of independent directors |
Director Equity Program (Key Terms)
- New director RSUs/DSUs: ~$225,000 value; vest 50%/50% on first two anniversaries; annual director award ~$175,000 (not granted in first year) .
- Deferral: Directors may elect to defer cash/equity into DSUs; DSUs convert to shares upon termination of Board service .
- Dividends: No dividends/dividend equivalents on unvested awards under the 2025 Plan; director pay capped at $1m/year under the plan; director awards fully vest at change-in-control .