Scott Ostfeld
MERCURY SYSTEMSAbout Scott Ostfeld
Scott Ostfeld (age 48) is an independent Class II director of Mercury Systems (MRCY) since 2023 and serves as Managing Partner and Portfolio Manager at JANA Partners. He brings capital markets and activist-investor expertise; prior roles include distressed private equity at GSC Partners and investment banking at Credit Suisse First Boston . He currently sits on the Human Capital & Compensation Committee and the M&A and Finance Committee at Mercury , and holds current public company directorships at TreeHouse Foods (THS) and Lamb Weston (LW) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JANA Partners | Managing Partner & Portfolio Manager | 2006–present | Activist investor; value creation through governance engagement |
| GSC Partners | Distressed debt private equity | Prior to 2006 | Focused on restructuring acquisitions, value enhancement |
| Credit Suisse First Boston | Investment banker | Prior to GSC | Capital markets and advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TreeHouse Foods (THS) | Director | 2022–present | Not disclosed in MRCY proxy |
| Lamb Weston (LW) | Director | 2025–present | Not disclosed in MRCY proxy |
| Conagra Brands (CAG) | Former Director | 2019–2022 | Not disclosed in MRCY proxy |
| HD Supply (HDS) | Former Director | 2017–2020 | Not disclosed in MRCY proxy |
| Team Health | Former Director | 2016–2017 | Not disclosed in MRCY proxy |
| Columbia University Richman Center | Board member | Not disclosed | Business, Law & Public Policy governance exposure |
Board Governance
- Independence: Mercury’s Board determined all directors except the CEO are independent; Ostfeld is independent. All Board committees comprise 100% independent directors .
- Committee assignments: Human Capital & Compensation (member) and M&A & Finance (member) in FY2024 and FY2025 .
- Attendance: Board met 12 times; all directors attended at least 75% of Board and committee meetings in FY2025 (Ostfeld met threshold). FY2024: all directors except Plunkett met ≥75% (implying Ostfeld met threshold) .
- Executive sessions: Regular executive sessions without management; lead independent presided (Nearhos) .
- Ownership guidelines: Directors must hold ≥5x annual cash retainer within 5 years; all non-employee directors compliant .
| Governance Item | FY2024 | FY2025 |
|---|---|---|
| Board meetings | 12 | 12 |
| Ostfeld Committees | Human Capital & Compensation; M&A & Finance | Human Capital & Compensation; M&A & Finance |
| Committee meeting counts | HCCC: 10; M&A: 3 | HCCC: 7; M&A: 5 |
| Attendance (Ostfeld) | ≥75% (Board disclosure) | ≥75% (Board disclosure) |
Fixed Compensation
| Component | FY2024 Amount | FY2025 Amount | Notes |
|---|---|---|---|
| Annual cash retainer | $65,000 | $65,000 | Paid quarterly; Ostfeld assigns director cash to JANA Partners |
| Committee chair fees | N/A (not a chair) | N/A (not a chair) | Chair fee schedule disclosed (Audit $25k; HCCC $20k; etc.) |
| Meeting fees | None disclosed | None disclosed | Directors reimbursed reasonable expenses |
| Deferral elections | Available starting FY2025 (cash/equity to DSUs) | Available; policy reaffirmed | Converts to shares at end of service |
Performance Compensation
Mercury compensates directors primarily with time-based RSUs/DSUs; no performance metrics are tied to director awards (vesting time-based, with annual grants) .
| Grant Type | Grant Date | Shares Granted | Grant-Date Price/Fair Value | Vesting |
|---|---|---|---|---|
| New director restricted shares (assigned to JANA) | 2023-07-10 | 6,137 | $33.85 per share (closing price) | 50% on each of first two anniversaries |
| Annual RSU/DSU (assigned to JANA) | 2024-10-23 | 4,832 | $33.80 per share; equity value ~$163,322 (4,832×$33.80) | Vest on first anniversary |
| Unvested RSU/DSU balance | 2024 YE (JANA) | 6,137 restricted shares unvested | — | As above |
| Unvested DSU balance | 2025 YE (JANA) | 4,832 DSUs unvested | — | As above |
Change-in-control treatment for director awards under 2025 LTIP: all awards held by non-employee directors immediately vest upon a change-in-control; plan prohibits repricing and dividends on unvested awards; director annual pay capped at $1 million .
Other Directorships & Interlocks
| Company | Relationship to Mercury | Potential Interlock/Conflict |
|---|---|---|
| TreeHouse Foods (THS) | Consumer private label food; no disclosed overlap with Mercury defense programs | Low direct operating interlock based on proxy disclosures |
| Lamb Weston (LW) | Consumer frozen foods; no disclosed overlap with Mercury defense programs | Low direct interlock based on proxy disclosures |
| JANA Partners | 5%+ beneficial owner of MRCY; activism influence | Potential perceived conflict due to director by deputization and compensation assignment to JANA |
Expertise & Qualifications
- Skills: Corporate governance, risk management, finance/accounting, strategy/operations, talent management, M&A, debt & equity capital markets .
- Board skills matrix lists Ostfeld with strengths across governance, finance, strategy, M&A, and capital markets; current other public boards: 2 (FY2025) .
Equity Ownership
- Beneficial ownership via JANA: 5,964,313 shares (9.9%) as of Aug 13, 2025; as Partner and Co-Portfolio Manager, Ostfeld may be deemed to beneficially own JANA’s holdings .
- Prior year: 6,931,033 shares (11.6%) as of Feb 28, 2024 (and 6,944,633 shares as of Aug 27, 2024, subsequent to record date) .
- Director personal holdings: shown as “—” in 2024 director ownership table; Ostfeld assigns all director equity to JANA .
- Shares pledged/hedging: Company prohibits hedging and pledging; no pledging disclosures for Ostfeld/JANA in proxy .
- Ownership guidelines: Directors required ≥5× cash retainer; all compliant .
| Holder | Shares | % of Class | Source/Date |
|---|---|---|---|
| JANA Management Partners, LP | 5,964,313 | 9.9% | Schedule 13D/A (Aug 15, 2025) |
| JANA Management Partners, LP (prior year) | 6,931,033 | 11.6% | Form 4 (Feb 28, 2024) |
| Ostfeld personal | — | — | Director table indicates assignment to JANA |
Governance Assessment
- Strengths: Independent director; relevant capital markets/M&A expertise; active roles on HCCC and M&A committees that are crucial for pay practices and capital allocation; Board and committees fully independent; strong shareholder governance (majority voting, clawbacks, anti-hedging/pledging) .
- Engagement and attendance: Board met 12 times; Ostfeld met ≥75% attendance threshold; regular executive sessions; active refreshment and diversified skills .
- Compensation alignment: Director pay mix is conservative (cash + time-based RSUs/DSUs), capped, with ownership guidelines and no performance-risk incentives; change-in-control terms accelerate director awards but LTIP incorporates safeguards (no repricing, no dividends on unvested awards) .
- Potential red flags:
- Director by deputization/activist affiliation: Ostfeld assigns all director compensation to JANA, a 5%+ holder and activist fund; this can raise perceived conflicts around short-term activism vs long-term defense program execution, though Mercury’s related-party policy places approval with the Audit Committee .
- Multiple external boards: 2 current public boards (FY2025) — Mercury states “limited membership on other public company boards,” but time/attention should be monitored for committee-intensive roles .
Shareholder signals: Say-on-pay support improved in 2025 (For 52.43M vs Against 2.47M), and 2024 ESPP/LTIP proposals passed, indicating investor confidence in governance and compensation frameworks .