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

On January 30, 2017, Mikros Systems Corporation (the “Company,” “we” or “us”) appointed David W. Jolly to serve as a director of the Company until its next annual meeting of stockholders or until his successor is duly appointed and qualified. Mr. Jolly will serve as an independent director and was not appointed to serve on any committee of our board of directors.

David W. Jolly brings over 20 years of Federal Government experience, most recently as a member of the United States Congress. He is currently an independent consultant and advisor focusing on strategic planning and government relations. From March 2014 through January 2017, Mr. Jolly served as a member of the United States House of Representatives representing the 13 ^th District of Florida. During his tenure, he served on the House Committee on Appropriations where he was responsible for oversight and funding of all Federal Departments and Agencies, including the Department of Defense. From 2008 until being elected to the United States Congress, Mr. Jolly served as managing partner of Three Bridges Advisors, a government relations firm, and Three Bridges Law, while also serving as Vice President of Boston Finance Group. Prior to that, he was a lobbyist with Van Scoyoc Associates in Washington, DC. Mr. Jolly served as a senior staff member (1995-2001) and later general counsel (2002-2006) to United States Representative C. W. Bill Young, who served as the Chairman of the House Committee on Appropriations between 1999 and 2005. From 2001 until 2002, he was an associate at Fried Frank, an international law firm. Mr. Jolly earned a Bachelor of Arts in History from Emory University in Atlanta, Ga. and a Juris Doctorate cum laude from the George Mason University School of Law in Arlington, Va. Mr. Jolly possesses particular knowledge and experience in Federal Government contracting, United States Department of Defense appropriations, and the defense industry that strengthen the Board’s collective qualifications, skills, and experience.

In conjunction with his appointment to our board of directors, on January 30, 2017, we made a grant to Mr. Jolly under the Mikros Systems Corporation 2007 Stock Incentive Plan of 30,000 shares of restricted common stock. The shares vest in equal annual installments over the three-year period commencing from the date of grant.