3 unchanged sentences
The outcome of these matters, individually and in the aggregate, is not expected to have a material impact on our cash flows, results of operations, or financial position.
−Removed: On December 7, 2021, counsel for National Technical Systems, Inc.
−Removed: (“NTS”) sent us an environmental demand letter pursuant to Massachusetts General Laws Chapter 21E, Section 4A, and CERCLA 42 U.S.C.
−Removed: Section 9601, related to a site that NTS formerly owned at 533 Main Street, Acton, MA.
−Removed: NTS received a Notice of Responsibility from the Massachusetts Department of Environmental Protection (“MassDEP”) alleging trichloroethene, freon and 1,4-dioxane contamination in the groundwater emanating from NTS’s former site.
−Removed: NTS alleges in its demand letter that the operations of a predecessor company to Mercury that was acquired in our acquisition of the Microsemi Carve-Out Business that once owned and operated a facility at 531 Main Street, Acton, Massachusetts contributed to the groundwater contamination.
−Removed: NTS is seeking payment from us of NTS’s costs for any required environmental remediation.
−Removed: In April 2022, we engaged in a meet and confer session with NTS pursuant to Massachusetts General Laws Chapter 21E, Section 4A to discuss the status of the environmental review performed by NTS and its licensed site professional.
−Removed: We subsequently delivered a letter to NTS outlining the deficiencies in their claim and reiterated that we are not obligated to tender a substantive response to their demand without first having received the responsive information requested in connection with the meet and confer session.
−Removed: In April 2024, counsel for NTS sent additional communications on their demand that we participate in their environmental monitoring and remediation planning, and in May 2024, we responded with a rebuttal of the allegations.
−Removed: We believe the NTS claims are without merit and intend to defend our self vigorously.
−Removed: In addition, in November 2021, we responded to a request for information from MassDEP regarding the detection of PFAS (per- and polyfluoroakyl substances) in the Acton, Massachusetts Water District’s Conant public water supply wells near the former facility at 531 Main Street, Acton, Massachusetts at a level above the standard that MassDEP published for PFAS in October 2020.
−Removed: We have not been contacted by MassDEP since our response was provided in November 2021.
−Removed: It is too early to determine what responsibility, if any, we may have for these environmental matters.
−Removed: On June 19, 2023, our Board of Directors received notice of our former CEO’s resignation from his positions of President and Chief Executive Officer.
−Removed: The Board accepted his resignation effective June 24, 2023.
−Removed: In his notice, the former CEO claimed he was entitled to certain benefits, including equity vesting, severance, and other benefits, under his change in control severance agreement (the “CIC Agreement”) because he had resigned with good reason during a potential change in control period.
−Removed: We dispute these claims and maintain that he resigned without good reason.
−Removed: On September 19, 2023, our former CEO filed for binding arbitration under the employment rules of the American Arbitration Association (“AAA”).
−Removed: An arbitrator was appointed on November 29, 2023, and the arbitration trial has been scheduled for mid-December 2024.
−Removed: On March 25, 2024, the arbitrator denied Mr.
−Removed: Aslett’s motion for compensation during the dispute and payment of his legal fees, preserving those matters for the arbitration trial.
−Removed: We intend to contest vigorously the claims under the CIC Agreement and believe that we have strong arguments that our former CEO’s claims lack merit.
−Removed: If the arbitrator rules in our favor, we may still need to pay the former CEO’s reasonable legal fees, interest, and compensation during the dispute.
−Removed: If instead the arbitrator rules for the former CEO, we could be liable for up to approximately $14.1 million, based on the closing price of our common stock on June 26, 2023, for accelerated equity vesting, severance and other benefits under the CIC Agreement, plus interest, legal fees and expenses and compensation during dispute, which could include Mr.
−Removed: Aslett's base salary and other amounts based on the compensation, benefit and insurance plans in which he participated.
−Removed: We categorically deny any wrongdoing or liability under the CIC Agreement, but the outcome of potential arbitration is inherently uncertain.
−Removed: Accordingly, it is reasonably possible that we will incur a liability in this matter, and we estimate the potential range of exposure from $0 to $14.1 million, plus costs and attorneys’ fees and compensation to our former CEO during the dispute.
−Removed: On December 13, 2023, a securities class action complaint was filed against us, Mark Aslett, and Michael Ruppert in the U.S.
−Removed: District Court for the District of Massachusetts.
−Removed: The complaint asserted Section 10(b) and 20(a) securities fraud claims on behalf of a purported class of purchasers and sellers of our stock from December 7, 2020, through June 23, 2023.
−Removed: The complaint alleged that our public disclosures in SEC filings and on earnings calls were false and/or misleading.
−Removed: On February 27, 2024, the Court entered an order appointing Carpenters Pension Trust Fund for Northern California as lead plaintiff.
−Removed: On April 18, 2024, the lead plaintiff filed an amended complaint including William Ballhaus and David Farnsworth as additional defendants and amended the class period to February 3, 2021 through February 6, 2024.
−Removed: We filed a motion to dismiss on May 24, 2024, and after the plaintiffs’ filed their opposition motion and we filed our reply to their opposition, a hearing on the motion was conducted by the Court on July 24, 2024.
−Removed: On July 24, 2024, the Court dismissed the case without prejudice and permitted the plaintiffs 30 days to file an amended complaint.
−Removed: Subject to the terms of our by-laws and applicable Massachusetts law, Mr.
−Removed: Aslett, our former Chief Executive Officer, Mr.
−Removed: Ruppert, our former Chief Financial Officer, Mr.
−Removed: Ballhaus, our current Chief Executive Officer, and Mr.
−Removed: Farnsworth, our current Chief Financial officer, are indemnified by us for this matter.
−Removed: We believe the claims in the complaint are without merit and intend to defend our self vigorously.
−Removed: It is too early to determine what responsibility, if any, we will have for this matter.
−Removed: On January 31, 2024, a former employee at our Torrance, California location, filed a wage and hour class action lawsuit in California state court in Los Angeles County, along with a companion Private Attorneys General Act (“PAGA”) lawsuit, to act in a representative capacity for other Mercury Mission Systems, LLC employees in California, alleging a range of violations of California wage and hour regulations.
−Removed: We believe the claims in the complaints are without merit and intend to defend our self vigorously.
−Removed: It is too early to determine what responsibility, if any, Mercury will have for this matter.
+Added: Please see Note K to our consolidated financial statements (under the caption "Legal Claims") for a discussion of our legal proceedings.
MINE SAFETY DISCLOSURES
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Ballhaus became the Company’s Chairman of the Board effective with the annual meeting of shareholders.
−Removed: Ballhaus has significant experience in the aerospace, defense, and technology industries, including multiple CEO roles, as well as experience in operational transformations and delivering strong results.
+Added: Ballhaus has significant experience in the aerospace, defense, and technology industries, including
+Added: multiple CEO roles, as well as experience in operational transformations and delivering strong results.
He previously served as Chairman and CEO of Blackboard, Inc., a leading EdTech company, from 2016 until its merger with Anthology in 2021.
10 unchanged sentences
Before that, he was CFO for the Intelligence, Information and Services segment of Raytheon.
−Removed: Stephanie Georges , age 61, joined Mercury in April 2019 as Senior Vice President and Chief Marketing Officer and in September 2023 she became the Company’s Executive Vice President and Chief Communications Officer.
−Removed: Prior to Mercury, she was Senior Vice President and Chief Marketing Officer at Maxar Technologies from 2017 to 2019 and its predecessor, DigitalGlobe.
−Removed: She has also served as Executive Vice President of Corporate Strategy and Development at CenturyLink and at Qwest Communications International.
−Removed: Before joining Qwest, Ms.
−Removed: Georges spent 18 years covering the Telecommunications Services sector as a top-ranked sell-side analyst at Morgan Stanley and Salomon Brothers where she led the global telecommunications services equity research team and was the lead U.S.
−Removed: telecommunications services analyst.
+Added: In March 2025, Mr.
+Added: Farnsworth was appointed as a non-voting Board advisor at V2X Inc., a leading facilities management, logistics and network communications services company.
+Added: Farnsworth is serving as a Board advisor at V2X Inc., until the earlier of his election to the Board of Directors at their 2026 annual meeting of shareholders or an earlier vacancy on their Board.
Kupinsky , age 57, joined Mercury in February 2024 as Executive Vice President, Chief Legal Officer, and Corporate Secretary.
13 unchanged sentences
He has held numerous HR leadership positions throughout his career.
−Removed: Wells, IV , age 52, joined the Company in November 2021 as Executive Vice President and President of Mercury’s Microelectronics Division, and in January 2024 he became the Company's Executive Vice President and Chief Operating Officer.
−Removed: Wells has more than 25 years’ experience across multiple disciplines including engineering, business
−Removed: development, program management and executive management.
−Removed: Previously, he served as Vice President and General Manager for the Unmanned & Integrated Solutions Business Unit of Teledyne FLIR from 2018 to 2021 with full P&L responsibility while ensuring high levels of product quality and customer satisfaction.
−Removed: Earlier in his career, he worked as a Department of Defense civilian supporting the development and fielding of world-wide C4ISR networks and information systems.
−Removed: He also held positions in Northrop Grumman and ICX Technologies and served as a private consultant for large aerospace and defense companies.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.