Steven Ratner

About Steven Ratner

Steven V. Ratner, age 49, is Executive Vice President and Chief Human Resources Officer at Mercury Systems (joined May 2022; promoted to EVP CHRO in September 2023). He brings 20+ years of HR leadership experience, including VP HR roles at Raytheon Missiles & Defense (2020–2022) and Raytheon Integrated Defense Systems (2015–2020) . Company performance metrics tied to executive pay show 2025 annual incentive payouts at 113.2% of target driven by Adjusted EBITDA $119.4M (85% of target), Adjusted Free Cash Flow $119.0M (150% of target), and Organic Revenue $912.0M (121.2% of target); in 2024, formulaic AIP paid 0% but the Committee exercised discretion to pay 40% of target amid turnaround efforts . Long-term incentives emphasize multi-year value creation with PSUs based on Adjusted EBITDA margin and Organic Revenue Growth (with a Relative TSR modifier ±25%) and three-year vesting .

Past Roles

Organization	Role	Years	Strategic Impact
Mercury Systems	SVP, Chief Human Resources Officer	2022 (May) – 2023 (Sep)	Built HR strategy and compensation frameworks during leadership transition .
Mercury Systems	EVP, Chief Human Resources Officer	2023 (Sep) – present	Oversees human capital strategy supporting operational transformation .
Raytheon Missiles & Defense	Vice President, Human Resources	2020 – 2022	HR lead for ~$16B segment with ~30,000 employees worldwide .
Raytheon Integrated Defense Systems	Vice President, Human Resources & Security	2015 – 2020	Drove HR/security across defense programs and operations .

External Roles

Organization	Role	Years	Notes
Not disclosed	—	—	No external directorships or committee roles disclosed for Ratner .

Fixed Compensation

Metric	FY2024	FY2025
Base Salary Rate ($)	437,750	450,883
Target Bonus % of Salary	100%	100%
Target Bonus ($)	437,750	450,883
Actual AIP Payout ($)	175,100 (40% of target)	510,400 (113.2% of target)
Salary Paid per SCT ($)	434,317	447,347
Perquisites (annual stipend)	$12,000 tax/financial planning (policy)	$12,000 stipend; total “All Other” comp $32,185

Notes:

2024 AIP metrics missed threshold (0% formulaic) but Committee paid 40% of target given turnaround progress .
Executive perquisites limited; annual $12,000 stipend is standard for executives .

Performance Compensation

Annual Incentive Plan (AIP) – FY2025 Results

Metric	Performance Achieved	Payout Factor	Weight	Payout Earned (% of Target)
Adjusted EBITDA	$119.4M	85.0%	50%	42.5%
Adjusted Free Cash Flow	$119.0M	150.0%	35%	52.5%
Organic Revenue	$912.0M	121.2%	15%	18.2%
Total	—	—	100%	113.2%

Long-Term Incentive (LTI) Design and 2025 Grants (Ratner)

Structure and metrics: PSUs (three-year cliff) based 50% on Adjusted EBITDA Margin and 50% on Organic Revenue Growth, with Relative TSR modifier ±25%; RSUs vest over three years (for 8/15/24 grants: 50%/25%/25%) .
FY2025 grants to Ratner:
- PSUs (8/15/24): Threshold 4,385; Target 17,541; Maximum 39,467; Grant date fair value $810,920 .
- RSUs (8/15/24): 14,352 units; Grant date fair value $575,802 .
- DCMP PSU match (12/23/24): 843 units; Grant date fair value $33,973 .

Award Type	Grant Date	Shares/Units	Grant Date Fair Value ($)	Vesting
PSUs (Target)	8/15/2024	17,541	810,920	3-year cliff; performance-based with TSR modifier .
RSUs	8/15/2024	14,352	575,802	50%/25%/25% annually from grant .
DCMP PSU match	12/23/2024	843	33,973	Per DCMP matching terms (performance-based) .

Vesting outcomes FY2025:

Shares vested FY2025: 9,263; value realized $487,635 (no option exercises) .

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership (as of 8/25/2025)	33,882 shares; includes 4,183 owned outright, 29,618 RSUs/PSUs, and 81 shares via 401(k) fund; <1% of class .
Unvested RSUs at 6/27/2025	5,742 (8/17/23 grant) valued $306,680; 14,352 (8/15/24 grant) valued $766,540; total $1,073,220 (at $53.41) .
Unearned PSUs at 6/27/2025	2,632 (8/17/23) $140,575; 39,467 (8/15/24) $2,107,932; DCMP PSU 706 $37,717; total $2,286,224 .
Stock Options	None disclosed for Ratner .
Ownership Guidelines	1.5x base salary for executives other than CEO/CFO; 50% net share retention until met; expected within 5 years .
Hedging/Pledging	Prohibited for executives and directors .
Section 16 Compliance	All insiders in compliance FY2025 (one late director Form 4 unrelated to Ratner) .

Employment Terms

Standard severance arrangements (Other NEOs including Ratner):

Without cause/for good reason: 12 months salary continuation + lump-sum target bonus; medical up to 12 months; one additional year vesting for RSUs and prorated PSUs with payouts based on full-period actuals .
Change in Control (double trigger): Lump-sum 1.5x (salary + target bonus); prorated target bonus; medical up to 18 months; full acceleration of LTI; PSU vesting at greater of target or actual through CIC date .

Quantified payments for Ratner (assuming termination on 6/27/2025):

Scenario	Cash Severance ($)	Outplacement ($)	Medical ($)	Accelerated Equity ($)	Total ($)
Without Cause/Good Reason	901,766	30,000	15,208	1,239,305	2,186,279
In Connection with Change in Control	1,803,532	45,000	22,812	3,743,467	5,614,811
Death/Disability	—	—	—	3,743,467	3,743,467

Additional terms:

Double-trigger applies; excise tax cutback to avoid 280G excise tax if beneficial .
CIC definition includes 30% beneficial ownership threshold; detailed plan provisions under 2025 LTIP .

Compensation Structure Analysis

Cash vs equity mix: Majority at-risk via AIP and LTI; 2025 target pay included $1.1M LTI vs $450,883 salary (Ratner) .
Shift to RSUs/PSUs: 2025 LTI comprised RSUs and PSUs; no options granted in FY2025, aligning with broader shift to RSU/PSU vehicles .
Discretionary bonuses: Despite 0% formulaic AIP in FY2024, executives received 40% of target, signaling retention/turnaround emphasis .
Performance rigor: 2025 AIP used EBITDA, FCF, and Organic Revenue; PSUs use EBITDA margin and Organic Revenue Growth with TSR modifier, capping payouts and aligning to investor outcomes .
Clawback and governance: Robust clawback applying to time- and performance-based awards; hedging/pledging prohibited; double trigger for CIC; no repricing or excise gross-ups .

Say-on-Pay & Shareholder Feedback

2023 Say-on-Pay approval rebounded to 97% after program changes, reflecting improved alignment; Committee cites ongoing shareholder engagement .

Expertise & Qualifications

Education/credentials: Not detailed; extensive HR strategy, compensation, and engagement expertise across large defense organizations .
Industry experience: Aerospace/defense HR leadership since at least 2015; scale experience at Raytheon businesses .
Age and tenure: 49; at Mercury since May 2022, EVP CHRO since Sept 2023 .

Performance & Track Record

FY2025: Company exceeded plan targets on FCF and Organic Revenue; EBITDA below target but overall AIP payout 113.2% .
FY2024: Formulaic AIP 0% across metrics; Committee discretion paid 40% amid operational challenges and turnaround progress .

Equity Ownership & Vesting Schedule Detail

Award	Grant Date	Units Outstanding (6/27/25)	Market Value ($53.41)	Vesting Schedule
RSU	8/17/2023	5,742	306,680	Annual over 3 years .
RSU	8/15/2024	14,352	766,540	50%/25%/25% annually over 3 years .
PSU (Threshold/Target/Max sets)	8/17/2023	2,632 (reported at Threshold per SEC rules)	140,575	3-year cliff; payout by performance .
PSU	8/15/2024	39,467 (reported at Maximum per SEC rules)	2,107,932	3-year cliff; payout by performance .
DCMP PSU	12/23/2024	706	37,717	Per plan terms .

Employment & Contracts

Severance agreement in place (other NEO terms): defines standard and CIC severance; double-trigger CIC; medical continuation; outplacement; accelerated equity per scenario .
Non-compete/solicit: Not specifically disclosed in proxy; plan includes “detrimental activity” clawback for policy violations .

Related Party Transactions and Risk Indicators

No related-party transactions disclosed for Ratner [comprehensive proxy sections reviewed; not cited].
No repricing; no tax gross-ups; anti-hedge/pledge policy in place .
Section 16 compliance: No issues reported for Ratner .

Investment Implications

Alignment: Ratner’s compensation is heavily at-risk with clearly defined financial metrics (AIP and PSU) and robust clawbacks, indicating alignment with shareholder value creation .
Retention: Significant unvested equity ($1.07M RSUs; $2.29M PSUs at FY25-end) provides retention hooks; double-trigger CIC terms provide continuity but are not excessive for an NEO (1.5x salary+bonus) .
Selling pressure: No option exercises in FY2025; vesting-based tax sales may occur around annual vest dates for RSUs/PSUs; hedging/pledging prohibited, reducing forced-sale risk .
Governance: 2024 discretionary AIP payout after a 0% formulaic year suggests the Committee will use discretion in transition periods; 2025 outcomes show improved execution against cash and revenue goals that drive payouts .