Item 5.02    Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

The Board of Directors of Mercury Systems, Inc. (the "Company") elected Orlando P. Carvalho as a director on January 13, 2020. Mr. Carvalho was elected as a Class III Director and will stand for re-election at the Company's 2020 Annual Meeting of Shareholders. Mr. Carvalho was appointed to each of the Compensation Committee and the Government Relations Committee of the Board of Directors.

Mr. Carvalho was granted a restricted stock award upon his election pursuant to the Company's Compensation Policy for Non-Employee Directors. Pursuant to the policy, new non-employee directors are granted equity awards in connection with their first election to the Board. This award consists of shares of restricted stock with a value equal to $225,000 divided by the average closing price of the Company's common stock during the 30 calendar days prior to January 15, 2020, the date of grant. This award vests as to 50% of the covered shares on each of the first two anniversaries of the date of grant.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on January 14, 2020 announcing the election of Orlando P. Carvalho as a director. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.      Description
   99.1            Press Release issued by Mercury Systems, Inc. on January 14, 2020.







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