Orlando Carvalho
MERCURY SYSTEMSAbout Orlando P. Carvalho
Orlando P. Carvalho (age 67) is an independent Class III director at Mercury Systems (MRCY), serving since 2020. He spent 38+ years at Lockheed Martin, including Executive Vice President of Aeronautics overseeing a 24,000-employee enterprise, EVP/GM of the F‑35 Lightning II program, President of Mission Systems & Sensors, and GM/VP for surface-sea ballistic missile defense; he is an Associate Fellow of the American Institute of Aeronautics and Astronautics . He is deemed independent by the Board (all directors except the CEO are independent), with committees composed entirely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lockheed Martin | EVP, Aeronautics (enterprise of ~24,000 employees) | Through retirement in 2018 | Led major defense programs; enterprise leadership |
| Lockheed Martin | EVP & GM, F‑35 Lightning II (Joint Strike Fighter) | Prior to 2018 | Oversaw one of the largest defense programs |
| Lockheed Martin | President, Mission Systems & Sensors | Prior to 2018 | Led mission systems portfolio |
| Lockheed Martin | GM/VP, Surface-Sea Based Ballistic Missile Defense Systems | Prior to 2018 | Led ballistic missile defense systems |
| AIAA | Associate Fellow | — | Professional recognition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships held in last five years |
Board Governance
- Committee assignments: Human Capital & Compensation (member), M&A and Finance (Chair), Nominating & Governance (member) .
- Board independence and structure: 8 of 9 directors independent; all Board committees 100% independent; combined Chair/CEO with Lead Independent Director .
- Meeting cadence and attendance: Board met 12 times in FY2025; committees met Audit (8), Human Capital & Compensation (7), Nominating & Governance (7), M&A & Finance (5), Government Relations (3). All directors attended at least 75% of Board and committee meetings during their service .
- Executive sessions: Independent directors met 5 times in executive session without management .
- Related-party oversight: Audit Committee reviews and approves related-person transactions under the Code of Business Conduct and Audit Committee charter .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $65,000 | Standard non-employee director retainer, paid quarterly |
| Committee chair fees | $12,000 | M&A & Finance Committee Chair |
| Total fees earned (cash) | $77,000 | Reported for Carvalho in FY2025 |
| Expense reimbursement | — | Reasonable expenses reimbursed; amount not disclosed |
- FY2026 policy changes: annual cash retainer increased by $10,000; Lead Independent Director cash retainer increased by $5,000; annual equity award increased by $10,000 (policy-wide) .
Performance Compensation
| Equity Award | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU award | Oct 23, 2024 | 4,832 | $163,322 | Vests on first anniversary of grant (annual director grant) |
- New director RSU policy: $225,000 initial RSU award vesting 50% annually over 2 years (not applicable to Carvalho, as he joined in 2020) .
- Deferral flexibility: Directors may elect to defer equity and/or cash into deferred stock units; distributions occur upon termination of Board service .
- No director PSUs/options or performance metric-based equity; director equity is time-based RSUs (no performance measures) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards (current/past 5 years) | None disclosed for Carvalho |
| Potential interlocks/conflicts | Prior senior leadership at Lockheed Martin; Mercury maintains related-party transaction review by Audit Committee. No related-party transactions involving Carvalho disclosed in proxy |
Expertise & Qualifications
- Senior leadership, defense industry, technology, corporate governance, risk management, finance/accounting, operations & strategy, regulatory (A&D), talent management, M&A, capital markets; Board skills matrix cites Carvalho across these competencies .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 57,086 shares | Includes 52,254 owned directly and 4,832 RSUs |
| Ownership as % of shares outstanding | <1.0% | Company tables denote less than 1% |
| Unvested/Deferred equity | 4,832 RSUs | Unvested as of FY2025 year-end |
| Shares outstanding (record date) | 60,020,680 | For % context (no precise % disclosed beyond <1%) |
| Hedging/pledging | Prohibited | Anti-hedging and anti-pledging policies apply to directors |
| Stock ownership guidelines | 5x annual cash retainer; compliance confirmed | Directors must reach 5x retainer within 5 years; all directors compliant |
Governance Assessment
- Strengths: Independent director with deep A&D operating experience; chairs M&A and Finance—critical for capital allocation and transaction oversight . Strong attendance standards and regular executive sessions bolster oversight . Ownership alignment via RSUs and compliance with 5x retainer guideline; anti-hedging/pledging and clawbacks in place .
- Potential risks/considerations: Combined Chair/CEO structure (mitigated by active Lead Independent Director) . Prior Lockheed background implies industry relationships; however, no related-party transactions disclosed and Audit Committee controls are in place . No other public board commitments—reduces time/attention conflicts .
Overall signal: High domain expertise and committee leadership in M&A/Finance, clean independence profile, and aligned equity ownership. Monitoring focus should include transaction decision quality under his M&A chair role and continued adherence to anti-hedging/pledging and ownership guidelines .