Stuart Kupinsky

About Stuart Kupinsky

Stuart H. Kupinsky is Executive Vice President, Chief Legal Officer, and Corporate Secretary at Mercury Systems (MRCY), joining in January 2024; he is 57 years old as of the 2025 proxy filing . His background spans senior legal leadership across public and private technology companies (including Blackboard/Anthology and Tekelec), Chief Counsel roles at FirstNet, and earlier service as a U.S. DOJ trial attorney and federal appellate law clerk, underscoring deep regulatory, government, and complex transactions expertise . Under the fiscal 2025 Annual Incentive Plan (AIP), Mercury achieved adjusted EBITDA of $119.4M, adjusted free cash flow of $119.0M, and organic revenue of $912.0M, driving payouts at 113.2% of target; AIP metrics were weighted 50% EBITDA, 35% FCF, 15% organic revenue . Long-term incentives emphasize PSUs linked to adjusted EBITDA margin, organic revenue growth, and relative TSR, aligning multi-year pay with shareholder outcomes .

Past Roles

Organization	Role	Years	Strategic Impact
Blackboard Inc. / Anthology Inc.	Chief Legal Officer & General Counsel	2015–2024	Led legal for global EdTech platform, through merger creating Anthology; scaled governance in complex tech and education markets
Tekelec, Inc.	General Counsel	—	Public telecom tech serving U.S. DoD; company sold to Oracle, indicating M&A execution exposure
FirstNet	Chief Counsel	—	Built nationwide first-responder network; deep public-sector procurement and infrastructure exposure
U.S. Department of Justice	Trial Attorney	—	Federal litigation experience; government enforcement context
U.S. Court of Appeals for the Federal Circuit	Law Clerk	—	Judicial training and appellate analysis foundations

Fixed Compensation

Metric	FY 2024	FY 2025
Base Salary ($)	$450,000	$463,500
Target Bonus (% of Salary)	100% (prorated for start in Jan 2024)	100%
Target Bonus ($)	$187,500 (prorated)	$463,500
Actual Bonus Paid ($)	$75,000 (Bonus column)	$524,682 (AIP payout)
All Other Compensation ($)	$8,308	$38,297
Perquisites	Annual $12,000 tax/financial planning allowance; relocation policy; DCMP available

Performance Compensation

AIP structure, goals, and FY2025 outcomes:

Metric	Weighting	Target (Millions $)	Actual (Millions $)	Payout Factor	Weighted Payout Earned
Adjusted EBITDA	50%	$125.0	$119.4	85.0%	42.5%
Adjusted Free Cash Flow	35%	$62.8	$119.0	150.0%	52.5%
Organic Revenue	15%	$857.4	$912.0	121.2%	18.2%
Total AIP Payout vs Target	—	—	—	—	113.2%

LTI grants and design:

FY2024 New-Hire LTI (granted Feb 15, 2024): PSUs 6,814 threshold / 27,255 target / 61,324 max; RSUs 22,299; fair values $889,603 (PSUs) and $678,782 (RSUs) . PSU performance metrics: adjusted EBITDA margin (50%), organic revenue growth (50%), relative TSR (+/−25% modifier) over three years with cliff vesting .
FY2025 Annual LTI: $1,512,816 grant value covering 34,793 shares; no stock options granted in FY2025 .
RSU vesting: typically three annual tranches; Aug 15, 2024 RSUs vest 50%/25%/25% over three years .
PSU vesting: three-year cliff subject to performance; FY2023/Feb 2024 PSUs reported at Threshold (below-threshold performance through FY2025), while Aug 15, 2024 PSUs reported at Maximum based on FY2025 performance .

Equity Ownership & Alignment

Beneficial ownership and vesting:

Component	Amount
Shares owned directly	10,483
Unvested RSUs/PSUs awarded	59,814
Shares via 401(k) company stock fund	1,008
Shares acquired on vesting in FY2025	7,433
Value realized on FY2025 vesting	$330,397

Outstanding equity awards (as of June 27, 2025; market price $53.41 used for valuations):

Grant Date	Award Type	Unvested/Unearned Units	Market/Payout Value ($)
2/15/2024	RSUs	14,866	$793,993
2/15/2024	PSUs (Threshold reporting)	6,814	$363,936
8/15/2024	RSUs	15,657	$836,240
8/15/2024	PSUs (Maximum reporting)	43,056	$2,299,621

Ownership policies and alignment safeguards:

Stock ownership guidelines: 1.5x base salary for non-CEO executives; 50% net shares retention until guideline met; expected compliance within five years .
Anti-hedging and anti-pledging: prohibited for executives, employees, and directors .
Clawback: applies to performance-based and time-based awards upon restatements, regardless of individual fault .

Employment Terms

Offer letter and target pay:

Offer letter (Jan 2024): base salary $450,000; fiscal 2024 target bonus 100% of salary (prorated); $850,000 annual LTI in Aug 2024; $1.5M new-hire LTI (55% PSUs, 45% RSUs) to restore forfeited comp .
FY2025 target pay: salary $463,500; target bonus 100%; target annual LTI $1,200,000; total target pay $2,127,000 .

Severance and change-in-control (CIC) economics:

Standard severance (other NEOs): 12 months base continuation, lump-sum target bonus; one additional year RSU vesting, prorated PSU vesting based on full-period actuals; up to $30,000 outplacement; subsidized medical benefits up to 12 months .
CIC severance (other NEOs): lump-sum equal to 1.5x sum of base salary + target bonus; full acceleration of outstanding LTI; PSU payout based on greater of target or actual performance through CIC; up to $45,000 outplacement; subsidized medical up to 18 months .
Quantified potential payouts (as of FY2025 year-end):
- Without Cause/Good Reason: cash severance $927,000; outplacement $30,000; medical $20,071; accelerated equity vesting $1,652,637; total $2,629,708 .
- CIC termination: cash severance $1,854,000; outplacement $45,000; medical $30,107; accelerated equity vesting $5,385,544; total $7,314,651 .
FY2024 quantified comparables: Without Cause/Good Reason total $1,167,632; CIC total $3,211,167 .
No excise tax gross-ups on severance/CIC payments; plan prohibits option repricing and discounted grants .

Investment Implications

Pay-for-performance alignment: AIP linked to EBITDA, FCF, and organic revenue delivered 113.2% payout in FY2025; LTI PSUs tied to EBITDA margin, revenue growth, and relative TSR sharpen multi-year alignment .
Retention risk: Material unvested equity ($1.65M accelerated vesting value without cause; $5.39M under CIC) plus severance cash provide retention and negotiated exit value; CIC terms include full acceleration, reducing voluntary departure risk but creating potential payout sensitivity around strategic transactions .
Insider selling pressure: FY2025 vesting of 7,433 shares indicates ongoing tax-withholding–related flow, but anti-hedging/anti-pledging and ownership retention rules mitigate alignment concerns; net share retention until guideline is met reduces selling pressure .
Performance risk and PSU visibility: FY2023/Feb 2024 PSU tranches below threshold through FY2025 (reported at Threshold), while Aug 2024 PSUs reported at Maximum—highlighting sensitivity to year-specific operating execution and PSU formula mechanics; investors should monitor PSU realizations as a forward indicator of value creation .
Governance quality: Clawback breadth, double-trigger CIC vesting, and prohibition of repricing/pledging are positive; limited perquisites and clear ownership guidelines support alignment .