Lisa Disbrow

About Lisa S. Disbrow

Independent Class I director at Mercury Systems since 2017; age 62; currently Chair of the Government Relations Committee and member of the Audit (designated “audit committee financial expert”) and Human Capital & Compensation Committees . Retired U.S. Air Force Under Secretary (Acting Secretary during a transition), with a 32-year national security career including Vice Director, Joint Staff J8; systems engineer at the National Reconnaissance Office; and National Security Council roles; retired as a USAF Colonel in 2017 . She is independent under Nasdaq standards; Board committees are 100% independent .

Past Roles

External Roles

Board Governance

• Independence and roles: Independent director; Committees: Audit (member, designated “audit committee financial expert”), Human Capital & Compensation (member), Government Relations (Chair) .
• Board/committee activity: Board met 12 times in FY2025; committees met as follows—Audit: 8; Human Capital & Compensation: 7; Nominating & Governance: 7; M&A & Finance: 5; Government Relations: 3 .
• Attendance: All directors attended at least 75% of aggregate board and committee meetings in FY2025 .
• Executive sessions: Independent directors met in executive session five times; Lead Independent Director presided over four; Ms. Disbrow presided over one—evidence of senior independent engagement .
• Board structure: 8 of 9 directors are independent (89%); committees are 100% independent; lead independent director in place .

Fixed Compensation

• FY2026 change: Board approved increases for non-employee directors—+$10,000 to annual cash retainer, +$5,000 to Lead Independent Director retainer, +$10,000 to annual equity award (signals modest pay inflation) .

Performance Compensation

• Design: Director equity is time-based (no performance metrics); new directors receive an initial RSU award equal to $225,000 (2-year vest, 50% per year); annual RSU ~ $175,000 for incumbents, vest in one year; deferral into DSUs permitted .

Other Directorships & Interlocks

Related-party/transaction oversight: Audit Committee reviews and approves related-person transactions per policy; no related-person transaction involving Ms. Disbrow is cited in reviewed sections .

Expertise & Qualifications

• Audit/finance: Designated “audit committee financial expert”; prior Air Force Assistant Secretary for Financial Management & Comptroller; strong finance, risk management, and capital markets skills matrix coverage .
• Defense/Regulatory: Deep A&D procurement, budgeting (~$165B), and regulatory experience; leadership across JCS, NRO, and NSC .
• Governance/leadership: Current public company board chair (CACI) and multiple governance roles; presided over board executive session at MRCY .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director with designated audit committee financial expert status; serves on Audit and HCC committees and chairs Government Relations Committee—strong governance and oversight profile .
  • High engagement: Board met 12 times; committees active; all directors ≥75% attendance; Disbrow presided over an executive session, signaling independent leadership .
  • Alignment: Time-based RSUs plus meaningful ownership guidelines (5x retainer) and anti-hedging/pledging policy enhance alignment; directors are compliant with guidelines .
  • Compensation oversight quality: HCC uses independent consultant (Meridian); committee independence affirmed .

• Watch items / potential conflicts

  • Interlock: Simultaneous service with another MRCY director (Plunkett) on CACI’s board; while common in A&D, investors may monitor for potential information flow or perceived conflicts (mitigated by related-party policy and 100% independent committees) .
  • Pay sensitivity: 2024 say‑on‑pay approval was 71%, and HCC oversight continues—investors may scrutinize continued alignment and rigor; 2025 AIP paid at 113.2% of target based on formula outcomes (EBITDA, FCF, organic revenue) .
  • Director pay drift: FY2026 increases to cash and equity retainers (+$10k/+$10k) could raise pay-inflation questions if not matched by performance and workload trends .

• Policy safeguards

  • Clawback covering both performance- and time-based awards; double-trigger CIC equity/Severance; anti-hedging/pledging policies .

Director Compensation (FY2025 detail)

Board Committee Assignments (current)

Independence, Attendance & Engagement

• Independence: Yes (Board: 8 of 9 independent; all committees 100% independent) .
• Attendance: ≥75% for all directors across board/committees in FY2025 .
• Executive sessions: 5 held; Disbrow presided once .

Related-Party Exposure

• Policy: Audit Committee must review/approve related-person transactions; Chair may act between meetings if needed .
• Disclosure: No related-person transactions involving Ms. Disbrow identified in reviewed proxy sections .

Say‑on‑Pay & Shareholder Feedback (context for HCC oversight)

• 2024 Say‑on‑Pay approval: 71% of votes cast; extensive engagement with large holders reported .
• FY2025 annual incentive payout: 113.2% of target (EBITDA 42.5%, FCF 52.5%, organic revenue 18.2% contribution), indicating formulaic above-target outcome under the plan .

Risk Indicators & Red Flags

• Hedging/pledging prohibited for directors; stock ownership guidelines met (reduces alignment risk) .
• Interlock with CACI (with another MRCY director) merits monitoring for perceived conflicts; mitigated by independence, audit related‑party policy, and committee structure .
• Director pay increases in FY2026 should be contextualized with workload and performance to avoid pay inflation concerns .