DEF 14A of Mesa Laboratories Inc /Co/, Jul 19, 2024

DEF 14A of Mesa Laboratories Inc /Co/

Filed Jul 19, 2024 · FY20240001437749-24-023040

Open on EDGAR

  1. Overview of Director Nominees

    Overview of Director Nominees Each of the seven nominees to our Board of Directors has extensive leadership and business experience and relevant expertise. All of our director nominees currently serve as directors of Mesa. For more information about our Board nominees, please see “Proposal 1 - Election of Directors.” (1) Age presented is as of the date of the Annual Meeting. (2) As permitted by Nasdaq Rule 5605, the Board has reduced the size of the Nominating and Governance Committee to two members. We plan to expand the Nominating and Governance Committee to three members by appointing Shiraz Ladiwala to the committee during fiscal year 2025. Further information about our Board is presented below:

  2. Overview of Director Nominees

    | Director's Name and Principal Occupation | Independent(1) | | John J. Sullivan, Chairperson Retired President and CEO, Mesa Laboratories, Inc. | X | | Gary M. Owens President and Chief Executive Officer, Mesa Laboratories, Inc. | | | Shannon M. Hall Co-Founder and Chief Executive Officer, Pow.Bio | X | | Jennifer S. Alltoft SVP - Business Development and Commercialization, Sumitovant Biopharma, Ltd. | X | | Shiraz S. Ladiwala, Lead Independent Director Retired SVP - Strategy and Corporate Development, Thermo Fisher Scientific | X | | R. Tony Tripeny Retired Chief Financial Officer, Corning Incorporated | X | | Mark C. Capone Retired Chief Executive Officer, Myriad Genetics | X |

  3. Overview of Director Nominees

    (1) Independence is evaluated under Nasdaq rule 5605 The Board recognizes the need for refreshment to bring new perspectives and believes that we have a healthy mix of new and more seasoned directors, with four of the seven members joining the Board within the last five years. We believe we have the right Board to continue executing Mesa's strategy, which includes growing both organically and through further acquisitions. It is paramount to the Nominating and Governance Committee and the full Board that Mesa has a Board composed of directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, and have appropriate professional experience, all of which enable them to effectively represent the long-term interests of our shareholders. The Board undergoes a formalized annual self-assessment and review to ensure that it has a balanced mix of skills and attributes to best oversee its business. In addition, each of the committees of the Board evaluate its performance and effectiveness on an ongoing basis. Results of the committee assessments are discussed at Board meetings, and improvements identified are actioned.

  4. Governance Highlights

    Governance Highlights Strong corporate governance contributes to long-term shareholder value. We regularly adjust our practices so that they are in line with industry standards and allow for the efficient operation of our niche business.

  5. Governance Highlights

    | New in Fiscal Year 2024 | | As part of its commitment to enhancing corporate governance practices, the Board took notable governance actions since the 2023 annual meeting of shareholders: ✔ Conducted robust shareholder outreach with investors ✔ Adopted a clawback policy for our named executive officers ("NEOs") ✔ Maintained Shiraz Ladiwala as Lead Independent Director ✔ Added a relative total shareholder return ("TSR") modifier to performance stock units ✔ Differentiated performance metrics when assessing short-term and long-term performance ✔ Disclosed Scope 1 and Scope 2 gas emissions in our ESG brochure |

  6. Governance Highlights

    The following represent key elements of our corporate governance programs:

  7. Governance Highlights

    | Board Composition | - We maintained a Lead Independent Director for fiscal year 2024 - 43% of our director nominees are diverse in terms of gender and/or ethnicity - All Committee members are independent | | Board Refreshment | - Board refreshment is a key area of focus as shown by the 2024 addition of Mr. Capone, a former CEO of a leading precision medicine company | | Board Governance Practices | - We conduct annual Board and committee evaluations as well as director self-assessments - All directors and officers are subject to our Code of Business Conduct and Ethics - All directors attended 100%* of Board and committee meetings held during fiscal year 2024 - The Chairperson and CEO roles are held by separate individuals - Executive sessions of independent directors are held at each Board meeting | | Shareholder Rights | - All directors are elected annually by Shareholders - Shareholders have the right to call special meetings - Shareholders are entitled to fill vacancies on our Board - Shareholders may propose amendments to Articles of Incorporation | | Risk Oversight | - Our full Board has responsibility for risk oversight at the Company and receives an annual enterprise-wide risk assessment to help inform management’s decision making - Our full Board has oversight of our ESG program and is updated at least twice per year by management - Our Audit Committee has oversight of cyber security risk and receives quarterly updates from the Company’s information technology department to understand our risk profile and strategy in this area | | Compensation Practices/Policies | - We have stock ownership guidelines that apply to all directors and NEOs - We have a “clawback” policy that covers performance-based equity awards and cash bonus payments made to our senior executive officers - Our executive compensation program links pay with corporate and individual performance and relative total shareholder return - Our short-term and long-term incentive targets are different - A significant portion of target compensation is at risk through short-term and long-term incentive awards - We have anti-hedging, anti-pledging, and anti-short sale policies |

  8. Governance Highlights

    *Mr. Capone joined our Board in January 2024 and attended all Board and committee meetings subsequent to his appointment.

  9. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  10. Director Nominees

    Director Nominees There are seven nominees for director, all of whom are current directors of Mesa that have been nominated by the Nominating and Governance Committee and the Board for re-election. Information about the Board and each director nominee is included in this section. If elected, each of the director nominees will hold office until the 2025 annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, or removal.

  11. Director Nominees

    | Nominee's Name | Year First Elected Director | Position(s) with the Company | | John J. Sullivan | 2009 | Director, Chairperson of the Board | | Gary M. Owens | 2017 | Director, President, and Chief Executive Officer | | Shannon M. Hall | 2020 | Director | | Jennifer S. Alltoft | 2019 | Director | | Mark C. Capone | 2024 | Director | | Shiraz S. Ladiwala | 2021 | Lead Independent Director | | R. Tony Tripeny | 2022 | Director |

  12. Director Nominees

    After consideration of the individual qualifications, skills, and experience of each of our director nominees and his or her prior contributions to the Board, if applicable, we believe that the Board is well-balanced and effective. Shares represented by properly executed proxies will be voted, in the absence of contrary indication or revocation by the shareholder granting such proxy, in favor of the election of the persons named above as directors. The person named as proxy in the included proxy card has been designated by management and intends to vote for the election to the Board the persons named above, each of whom is now a director of the Company. If any such nominee is unable to serve as a director, it is intended that the shares represented by the proxies will be voted, in the absence of contrary indication, for any substitute nominee that the Nominating and Governance Committee may designate. We know of no reason any nominee would be unable to serve. The information presented herein with respect to the nominees was obtained in part from the nominee and in part from the records of the Company. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH of the nominees for election as directors of the Company.

  13. Board Biographies

    Board Biographies The table below sets forth biographical information and the qualifications of all of our director nominees and the positions held by each as of March 31, 2024. The age of each director is as of August 30, 2024, the date of the Annual Meeting. In addition to the specific qualifications, skills and experience described below, each incumbent director has demonstrated a strong work ethic and dedication to Mesa, including preparing for meetings, supporting our strategic vision while asking constructive questions and productively challenging management, and otherwise providing valuable oversight of our business on behalf of our shareholders. We also believe that each director, through their personal accomplishments and in their service to Mesa, has demonstrated high integrity, strong intellectual acumen, solid business judgment, and strategic vision.

  14. Director Compensation

    Director Compensation Our director compensation program is designed to appropriately compensate non-employee Board members for the time, expertise and work required to serve as a director and to align their interests with the long-term interests of our shareholders. As required by its charter, the Compensation Committee is responsible for reviewing, at least annually, and making recommendations to the Board regarding all matters pertaining to board member compensation. In making compensation recommendations, the Committee considers various factors including the responsibilities of board members in general as well the added responsibilities of committee assignments, the form and amount of compensation paid to directors by comparable companies, (such companies are further discussed in the section "Compensation Discussion and Analysis" below), and guidance provided by the Committee’s independent compensation consultant. Directors who are full time employees of Mesa do not receive compensation for their services as directors. For fiscal year 2024, non-employee directors received annual cash and equity retainers for service on the Board and committees consistent with fiscal year 2023, as set forth in the table below:

  15. Director Compensation

    | Non-Employee Director Compensation | Annual Retainer (1) | Annual Restricted Stock Units (2) | | Director Retainer: | $60,000 | $150,000 | | Committee Chair Retainer: | | | | Audit | 10,000 | - | | Compensation | 10,000 | - | | Nominating and Governance | 10,000 | - | | Chair of the Board | 45,000 | - | | Lead Independent Director | 10,000 | - |

  16. Director Compensation

    | (1) Retainers are paid quarterly in cash unless the director chooses to convert his or her cash retainer to an equivalent value of restricted stock units (“RSUs”). Mr. Ladiwala elected to receive his retainer in RSUs for fiscal year 2024. | | (2) RSUs represent the right to receive shares of our common stock upon vesting and are granted to non-employee directors annually. The number of shares subject to the award is based on the closing price of our common stock on the grant date, less the present value of dividends expected to be paid during the vesting period. The awards typically vest in full on the first anniversary of the grant date. |

  17. Director Compensation

    Directors are also reimbursed for expenses incurred in connection with their service as directors, including travel expenses for Board and committee meetings. The compensation paid to each non-employee director for fiscal year 2024 is set forth below.

  18. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) | Total ($) | | (a) | (b) | (c) | (g) | (h) | | John Sullivan | 105,000 | 150,134 | - | 255,134 | | John C. Schmeider (2) | 29,167 | -- | - | 29,167 | | Jennifer S. Alltoft | 70,000 | 150,134 | - | 220,134 | | Shannon M. Hall | 70,000 | 150,134 | - | 220,134 | | Shiraz S. Ladiwala | - | 220,029 | - | 220,029 | | R. Tony Tripeny | 70,000 | 150,134 | - | 220,134 | | Mark C. Capone | 15,000 | 75,028 | - | 90,028 |

  19. Director Compensation

    | (1) | Reflects the grant date fair value under FASB Topic 718 of RSUs awarded to each director. Each of Dr. Sullivan, Messrs. Schmieder, Ladiwala, Tripeny and Mses. Alltoft and Hall received an annual non-employee director RSU award covering 1,074 shares on September 1, 2023. Mr. Capone received his non-employee director RSU award on February 15, 2024 for 724 shares. Mr. Ladiwala elected to receive his Board retainer as 500 RSUs instead of cash. The grant date fair value of all RSUs granted to the non-employee directors was $139.79 per unit for grants on September 1, 2023 and $103.63 per unit for grants on February 15, 2024 (in each case, the closing price of our stock on the grant date, less the present value of expected dividends not received during the vesting period). The RSUs awarded on September 1, 2023 vest on the first anniversary of the grant date, subject generally to the director’s continued service as a director through the vesting date. Mr. Capone's February 15, 2024 grant also vests on September 1, 2024, and is aligned with the other non-employee directors. | | (2) | Mr. Schmieder elected not to stand for re-election at the 2023 shareholders' meeting. He received cash compensation for serving on the Board until his retirement in August 2023, prior to that meeting. | | Note: | No stock options were granted to members of the Board of Directors during fiscal year 2024. The aggregate number of options held by each director from previous years' grants as of March 31, 2024 was as follows: |

  20. Director Compensation

    | Name of Director | Aggregate Number of Stock Options Held as of March 31, 2024 | | John J. Sullivan | 450 | | Shannon Hall | - | | Jennifer S. Alltoft | - | | Mark C. Capone | - | | Shiraz S. Ladiwala | - | | R. Tony Tripeny | - |

  21. Director Compensation

    Dr. Sullivan's 450 options expired unexercised on April 2, 2024.

  22. What We Heard about Executive Compensation and our Response

    | Topic | What we Heard | How we Responded | | Performance Period | Investors would like long-term awards to have a performance period of three years or longer. | We added a TSR modifier for our 2024 PSU awards that is measured over three years. In addition, the overall performance period for the fiscal year 2025 PSUs was increased to three years. | | Total Shareholder Return | Investors would like executive compensation more closely aligned with the interests of shareholders. | In fiscal year 2024, the Compensation Committee granted performance share units to NEOs with a TSR modifier that can increase or decrease earned awards by up to 20%. The fiscal year 2025 PSU awards contain a standalone TSR component (no longer a modifier) that comprises 50% of their value, thereby linking a greater portion of the award to the performance of our stock and the experiences of our stockholders. | | Performance Criteria | Investors requested differentiation between the criteria for short-term awards and long-term awards. | The Compensation Committee began differentiating criteria for short-term and long-term awards in fiscal 2024. For example, 2024 short-term incentive awards include targets for revenues and adjusted operating income growth and decreases in inventory value. The 2024 PSUs contain different metrics, and measure adjusted operating income as a percentage of revenues and adjusted revenues growth. The 2024 PSUs also contain a TSR modifier that is measured over three years. The FY 2025 executive compensation program includes further differentiation in the metrics used under the bonus plan and the PSU award, as discussed in the FY 2025 compensation plan disclosure section of this Compensation Discussion and Analysis. | | Performance Criteria | Investors requested performance criteria that evaluate the success of mergers and acquisitions consummated by the Company. | The Compensation Committee designed the FY 25 PSU as a standalone TSR metric in order to place more weighting on share performance in response to mergers and acquisitions. |

  23. Executive Compensation Highlights

    | ● | Shareholder Alignment - The fiscal year 2024 Performance Share Units ("PSUs") include a total shareholder return ("TSR") modifier. The fiscal year 2025 PSUs contain a TSR component that comprises 50% of their value. | | ● | Continued Emphasis on Equity Awards in Pay Mix - On average, 66% of our NEOs' target compensation and 74% of our CEO's target compensation was granted in the form of equity. | | ● | Established Executive Stock Ownership Guidelines - The Compensation Committee established share ownership guidelines for executives in the first quarter of fiscal year 2024. | | ● | Longer Performance Period - The TSR modifier for our 2024 PSUs is measured over three years. For our 2025 PSUs, the performance period itself has been changed to three years in response to shareholder feedback. | | ● | Comprehensive Shareholder Outreach - We met with shareholders representing approximately 45% of outstanding shares to discuss their perspectives and gather their feedback on our executive compensation program and our corporate governance, incorporating some of their feedback into our fiscal year 2025 plan design. | | ● | Clawback Policy - We adopted a clawback policy allowing the Company to recover incentive compensation from our executive officers in the event of material noncompliance with any financial reporting requirements. | | ● | Re-Orientation of Peer Group - The Committee made significant changes to the peer group used for comparing compensation to reflect the Company’s strategic shift away from healthcare equipment and services and into life sciences tools and service. The change impacted compensation decisions beginning in fiscal year 2024. Furthermore, our Global Industry Classification Standard (GICS) code was updated to Life Sciences and Tools effective June 1, 2023. | | ● | Improved Compensation Discussion and Analysis Disclosures - We continued making improvements to the disclosure included in this Proxy Statement, including the compensation discussion and analysis, with the intent to address concerns that shareholders expressed regarding the transparency of the Committee's decision making. |

  24. Our Executive Compensation Practices

    | What We Do | | What We Don't Do | | ✔ | Pay for Performance: Consistent with our compensation philosophy, we emphasize performance-based compensation that aligns the interests of our executives with those of our shareholders through the use of both short-term cash incentive compensation that pays based on achievement of company and individual performance factors, and longer-term equity awards subject to both time and performance-based vesting as well as total shareholder return.X | Hedge or Pledge: We do not allow employees to engage in hedging or pledging of our securities. | | ✔ | Benefits: We offer a competitive benefits program. The benefits offered to our executives are the same as those offered to all of our employees.X | Excess Perquisites: We do not provide perquisites to our employees, including our executive officers. | | ✔ | Benchmark: We maintain an industry-specific peer group for annual benchmarking of executive compensation. This benchmarking is a key factor among those used to determine appropriate compensation for our NEOs.X | Gross up Payments: We do not provide tax gross-up payments to our executive officers. | | ✔ | Consult: Each year, we engage an independent compensation consultant to advise on executive compensation program design.X | Executive Retirement Benefits: We do not provide supplemental executive retirement plans, nonqualified defined contribution, or deferred compensation plans to our executive officers. | | ✔ | Clawback Policy: We adopted a clawback policy for short-term cash incentive compensation for our NEOs.X | Guaranteed Bonuses: We do not provide guaranteed bonuses to our executive officers. |

  25. Fiscal Year 2024 Base Salary

    Fiscal Year 2024 Base Salary We pay a competitive base salary to compensate our executive officers for day-to-day services rendered during the year and to provide them with a reasonable level of fixed income regardless of our stock price performance. This helps avoid incentives to create short-term stock price fluctuations and mitigates the impact of forces beyond our control such as general economic and stock market conditions. Our Compensation Committee regularly reviews base salaries and annually engages our independent compensation consultant to conduct compensation benchmarking to assess whether the base salaries of our executive officers are market-competitive. Decisions regarding individual positioning take into account level of responsibility, time in role, current salary and individual performance, as well as the most relevant external market data. Our Compensation Committee may also review an executive officer’s base salary from time to time during a year, including upon promotion or expansion of responsibilities. For fiscal year 2024, our Compensation Committee reviewed market and peer group data, and determined to increase the base salaries of our NEOs as summarized below:

  26. Short-Term Incentive Plan

    Short-Term Incentive Plan The Compensation Committee believes it is in the best interest of our shareholders to have a substantial component of total compensation “at-risk” and dependent upon financial performance. The Short-Term Incentive Plan, or "bonus plan", is our annual cash incentive program for employees at the management level and above. It is designed to align executive compensation with the achievement of critical near-term goals for the organization. The Company’s NEOs, other than the CEO, are eligible to receive annual bonus plan based on achievement of (i) Company-wide Performance Factors (“CPF”) and (ii) performance objectives tied to individual results for their respective functional areas (Individual Performance Factors or "IPF"). The final award can range from 0% to 200% of target, depending on the financial and non-financial performance of the Company against pre-set performance targets. In no circumstance can an executive earn more than 200% of the executive's stated Bonus target, even if the CPF results are achieved at 200%. As President and CEO, Mr. Owens is responsible for developing company strategy and overseeing all of the Company’s corporate functions, product development and commercial activities. As such, Mr. Owens' incentive payout is calculated based solely on the CPF to directly align his compensation with the Company’s performance. The calculation of the short term incentive plan payout is performed using the following formula:

  27. Timeline for Administration of the Short-Term Incentive Plan

    Timeline for Administration of the Short-Term Incentive Plan The Compensation Committee administers the plan as follows:

  28. Timeline for Administration of the Short-Term Incentive Plan

    | 1. | At the beginning of the fiscal year, the Compensation Committee determines the Target Award of all NEOs. | | 2. | At the beginning of the fiscal year, the CEO, with assistance from senior management, proposes annual financial-based Company Performance Factors, as well as IPF goals for NEOs, which are subject to review and approval by the Compensation Committee. |

  29. Timeline for Administration of the Short-Term Incentive Plan

    | 3. | Following completion of the fiscal year, the Company's finance team evaluates financial performance against the Company Performance Factors. |

  30. Timeline for Administration of the Short-Term Incentive Plan

    | 4. | The CEO considers how each NEO contributed to achievement of company goals to determine any necessary adjustment to each NEO’s IPF. | | 5. | The Compensation Committee determines the size of the bonus plan awards for individual NEOs based on the Target Awards and the Company’s performance against the CPF. |

  31. Timeline for Administration of the Short-Term Incentive Plan

    | 6. | The Compensation the Committee approves the CEO's bonus plan award based on the achievement of the company financial goals. | | 7. | Awards are paid out, if earned, in the first quarter of the following year fiscal year. |

  32. Target Award

    Target Award Early in fiscal year 2024, the Compensation Committee established each NEO’s target annual bonus plan compensation as a percent of their base salary (“target award”). In setting target bonus amounts, the Compensation Committee considered the intended bonus target of each NEO upon entering his position, and also considered relevant market and peer group data so that target bonuses are in line with prevailing market compensation practices for executive positions at comparable companies. Target award amounts for fiscal years 2023 and 2024 are summarized below.

  33. Company Performance Factor

    Company Performance Factor The financial metrics that we use for our short-term incentive plan are designed to promote the achievement of what we view as the main short-term financial drivers of shareholder value: maximizing revenue, managing controllable expense, and maintaining sound execution. The Compensation Committee therefore selected organic revenues and adjusted operating income as two of the three measures used for our fiscal 2024 annual bonus plan. The Compensation Committee selected these financial measures because they are consistent with how management measures and forecasts the Company’s performance, and as such, how the Company communicates performance to investors. In the case of adjusted operating income, the use of an adjusted measure enables investors and management to compare the Company’s performance to the market on a like-for-like basis, which is particularly important given the varying degrees by which our peer companies grow by acquisition as compared to the acquisitive nature of the Company. Beginning in fiscal year 2024, the Compensation Committee sought to better balance short-term incentive metrics across financial and non-financial areas that are of strategic significance. Therefore, the Compensation Committee added a third performance metric focused on the reduction of inventory.

  34. Company Performance Factor

    | (▲) | Inventory reduction is defined to set a target inventory level, exclusive of inventory acquired as part of a business combination consummated after March 31, 2023. Exclusive of inventory acquired as part of the GKE acquisition amounting to $4.1 million, Mesa's inventory was $31.2 million. The threshold target for inventory was $32.7 million. Since Mesa's inventory was lower than the threshold, this CPF was achieved at 200%. |

  35. Short Term Incentive Plan Payout

    Short Term Incentive Plan Payout The following table sets forth the \bonus plan target award and the actual bonus earned for each NEO for fiscal year 2024.

  36. Short Term Incentive Plan Payout

    | Executive | Bonus Target | CPF (%) (A) | IPF (B) | Payout percentage (A*B) | Total Bonus Payout | | Gary Owens | $829,000 | 40% | 100% | 40% | $331,600 | | John Sakys | $294,000 | 40% | 100% | 40% | $117,600 | | Brian Archbold | $243,000 | 40% | 100% | 40% | $97,200 |

  37. Long Term Equity Compensation

    Long Term Equity Compensation

  38. Annual Review of Long-Term Incentives

    Annual Review of Long-Term Incentives The Compensation Committee believes that time-based and performance-based long-term equity incentives in the form of PSUs, stock options, and RSUs are effective vehicles to align individual and team performance with the achievement of the Company’s strategic and financial goals over time, retain our NEOs, and align the interests of our NEOs with those of our shareholders. Further, the Compensation Committee believes it is in the best interest of our shareholders to provide long-term incentives to each NEO through stock-based incentives since they directly tie NEO long-term compensation to the performance of our share price.

  39. Grant Practices for Annual Equity Awards for Fiscal Year 2024

    Grant Practices for Annual Equity Awards for Fiscal Year 2024 For fiscal year 2024, the Compensation Committee considered a number of factors in determining what, if any, equity incentive compensation to grant to the executive officers, including:

  40. Grant Practices for Annual Equity Awards for Fiscal Year 2024

    | ● | the performance of the Company during the fiscal year; |

  41. Grant Practices for Annual Equity Awards for Fiscal Year 2024

    | ● | the practices of our competitors in granting equity awards; |

  42. Grant Practices for Annual Equity Awards for Fiscal Year 2024

    | ● | the total target compensation for each NEO; |

  43. Grant Practices for Annual Equity Awards for Fiscal Year 2024

    | ● | the number of shares subject to, and exercise price of, outstanding options, both vested and unvested, held by the executive officers; |

  44. Grant Practices for Annual Equity Awards for Fiscal Year 2024

    | ● | the number of RSUs held by the executive officers; |

  45. Grant Practices for Annual Equity Awards for Fiscal Year 2024

    | ● | the vesting schedule of the unvested equity awards held by the executive officers; |

  46. Grant Practices for Annual Equity Awards for Fiscal Year 2024

    | ● | the financial statement impact of any equity award; and |

  47. Grant Practices for Annual Equity Awards for Fiscal Year 2024

    | ● | the available shares under the Company’s equity incentive plan. |

  48. Equity Award Types

    Equity Award Types Following a comprehensive review of market pay practices the Compensation Committee developed a long-term incentive program with the intent to remain competitive in award mix and performance requirements with those companies in our peer group. The mix of grants made to NEOs during fiscal year 2024 were as follows:

  49. Equity Award Types

    | Fiscal Year 2024 Equity Award | Weighting | Description | | Performance-Based RSUs (PSUs) | 50% | Each earned PSU entitles the NEO to one share of our common stock. Performance goals, each measured over the one year period from April 1, 2023 until March 31, 2024: 50% - total revenues, 50% - adjusted operating income as a percentage of total revenues. If revenues are not achieved at 95% of target, or AOI percentage is not achieved at 90% of target, then no shares vest under the applicable financial portion of the plan. The PSUs calculated as of March 31, 2024 are then modified up to +/- 20% by relative total shareholder return for the three-year performance period through March 31, 2026. Awards vest subject to the achievement of performance goals and after application of the TSR modifier, following three years of service to the company on June 21, 2026. | | Stock Options | 18% | Vest pro-rata over a three-year service period beginning on the first anniversary of the grant date. Exercise price equals fair market value on the grant date. | | Time-Based RSUs | 32% | Each RSU is equal in value to one share of stock and vests pro-rata over a three-year service period beginning on the first anniversary of the grant date. Settled in shares of our common stock. |

  50. 2024 Annual Equity Awards

    2024 Annual Equity Awards The Compensation Committee reviewed the peer group information provided by F.W. Cook, Company and business unit performance, individual performance, prevailing market trends, feedback from shareholders, and the views of the CEO (in the case of the other NEOs), and applied its judgment to determine that the following equity awards were appropriate, and aligned with our compensation philosophy and our strategic market positioning. Equity targets for our NEOs were relatively consistent with the grants made in fiscal year 2023. The Compensation Committee continues to target PSUs at about 50% of the total equity award value to encourage shareholder alignment with our executive compensation programs and reinforce the Company’s pay for performance philosophy. The target equity awarded to each of the NEOs is intended to align them generally with the market median for similar positions. The following table sets forth the grant date fair value of the 2024 annual equity awards made to each of our NEOs.

  51. 2024 Annual Equity Awards

    | Executive | Performance Stock Units | Restricted Stock Units | Stock Options | Total Equity Award Value | | Gary Owens | $2,184,769 | $1,376,081 | $774,002 | $4,334,852 | | John Sakys | 685,924 | 432,058 | 243,022 | 1,361,003 | | Brian Archbold | 558,925 | 352,011 | 198,042 | 1,108,978 |

  52. Fiscal Year 2024 PSUs

    Fiscal Year 2024 PSUs Consistent with feedback from Shareholders, the Compensation Committee made changes to the design of the fiscal year 2024 PSUs, which make up 50% of NEO long-term incentive compensation. The fiscal year 2024 PSUs contain a one-year performance period over which the number of PSUs earned is preliminarily determined based on GAAP Revenues and Adjusted Operating Income as a Percentage of Revenues. However, unlike in prior years, the 2024 PSUs now include a relative total shareholder return modifier which adjusts the payout by +/- 20% based on the Company’s TSR over the 3-year vesting period relative to the S&P Composite 1500 Healthcare Index. The TSR modifier enhances the link between long-term incentive awards and stockholder returns over the three-year vesting period and effectively provides balance between both absolute financial metrics and relative stock-based performance metrics. We believe the new design creates a more sustainable alignment with shareholder interests, preserving long-term focus on stockholder value while enhancing the Company's ability to retain and engage leadership talent. Performance Metric Selection The table below and the narrative that follows describe in additional detail the performance metrics and modifiers used in our 2024 PSUs:

  53. Fiscal Year 2024 PSUs

    | Financial Measure | Why it Matters | | GAAP Revenues | Strong indicator of our long-term ability to drive shareholder value Allows for evaluation of comparable financial results over time Prevalent, industry-relevant measure of growth | | Adjusted Operating Income as a Percentage of Revenues | Metric is closely followed by shareholders, analysts and investors Measurement of profitability compared to revenues allows management to demonstrate appropriate responsiveness to change in revenues by limiting costs | | Total Shareholder Return | Offers clear alignment between the interests of management and shareholders Summary indicator of long-term performance Relative (as opposed to absolute) nature of goals accounts for macroeconomic factors impacting the broader market |

  54. Fiscal Year 2024 PSUs

    We set challenging goals for GAAP revenues targets and adjusted operating income as a percentage of revenues and measure those goals over the fiscal year in which the award is made. The Committee believes a one-year measurement period for these metrics is appropriate given the dynamic and acquisitive nature of the Company. The 2024 PSUs use a 3-year vesting period to encourage retention and to incentivize executives to take a long-term view, as any impact to the Company’s long-term performance will decrease the realizable value of the executive’s award. In addition, the incorporation of the 3-year relative TSR metric as described above aligns the compensation of our NEOs with the experiences of our shareholders over the long-term. Fiscal Year 2024 financial performance targets and achievement before relative TSR metric is applied The weighting and payouts for the financial performance targets for the fiscal year 2024 PSUs were as follows:

  55. Fiscal Year 2024 PSUs

    | | Total GAAP Revenues (2) | AOI % (2) | | Weighting | 50% | 50% | | Threshold (achievement results in 50% payout) | $216.9 | 19.31% | | Target (achievement results in 100% payout) (1) | $228.0 | 21.44% | | Maximum (achievement results in 200% payout) | $239.2 | 23.41% | | Actual Results | $216.2 | 21.64% | | Payout Factor by Metric | 0% | 110% | | Aggregate Payout Factor | 55% | |

  56. Fiscal Year 2024 PSUs

    | (1) Performance results between the threshold and the maximum level of performance are calculated on a pro-rata basis by individual target. |

  57. Fiscal Year 2024 PSUs

    | (2) Adjustments were made to GAAP revenues and AOI% to calculate actual performance according to the plan agreement. Long-term targets are adjusted for acquisitions. |

  58. Fiscal Year 2024 PSUs

    | Performance Achievement before Application of Relative TSR Metric Actual GAAP revenues for the year was $216.2, resulting in no payout as to that metric, and actual adjusted operating income for the year was 21.64%, resulting in achievement of 110% as to that metric. Total weighted payout was 55% prior to application of the relative TSR modifier. |

  59. Fiscal Year 2024 PSUs

    Relative TSR modifier The number of PSUs finally distributed in June 2026 will be subject to further adjustment based on the Company’s TSR relative to the S&P Composite 1500 Healthcare Index during the period beginning on April 1, 2023 and ending on March 31, 2026, as shown below.

  60. Fiscal Year 2024 PSUs

    | 3-Year TSR Performance | Impact on Shares Earned | | Increase in Payout | | | Top Quartile (75th percentile or greater) | +20% | | Median | No adjustment | | Decrease in Payout | | | Bottom Quartile (25th percentile or less) | -20% |

  61. Fiscal Year 2024 PSUs

    Linear interpolation is used for results between the 25th and the 75th percentile. The number of PSUs earned, if any, after the application of the relative TSR multiplier will generally vest and be paid out in June of 2026 based on the continued employment of the NEO through the vesting date.

  62. CEO Special Award

    CEO Special Award During fiscal year 2022, the Compensation Committee granted a special long-term PSU equity award to our Chief Executive Officer covering a target of 40,000 performance share units that is subject to both performance and service conditions. The performance period of the award is the three-year period from April 1, 2021 through March 31, 2024, with long-term vesting thereafter generally contingent upon continued employment. The performance metrics are cumulative GAAP revenues over the performance period and cumulative adjusted operating income (see Appendix A) over the performance period. The number of shares issuable upon vesting ranges from 0 to 40,000; if financial performance targets are not met, then no shares vest. Achievement at target results in 100% payout, but there is no opportunity for higher than 100% payout. Based on actual performance through the period ended March 31, 2024, the award will be earned at 87% of target and such earned amount will vest based on continued employment, as shown below. Financial performance targets The financial performance targets for the special award were (dollars in thousands):

  63. CEO Special Award

    | | Cumulative GAAP Revenues | | Cumulative Adjusted Operating Income (1) | | | | Cumulative GAAP Revenues Target Dollars | Achievement % | Cumulative Adjusted Operating Income Target Dollars | Achievement% | | Below Threshold | $514,031 | 0% | $130,455 | 0% | | Threshold | $514,032 | 80% | $130,456 | 80% | | Target | $642,540 | 100% | $163,070 | 100% | | Above Target | $642,541 | 100% | $163,071 | 100% |

  64. CEO Special Award

    Vesting The award is structured such that following the performance period, the CEO must continue his employment with Mesa for about 2.5 years to vest in all awards. The awards vest in equal amounts on each of October 27, 2024, October 27, 2025, and October 27, 2026. Since the award commenced on October 27, 2021, the award effectively has a five-year vesting schedule.

  65. 2025 Annual Short Term Incentive Plan - New Metrics and Revised Weightings

    2025 Annual Short Term Incentive Plan - New Metrics and Revised Weightings The short-term incentive plan for fiscal year 2025 will be structured the same as the fiscal year 2024 plan, except that the targets have been modified for fiscal year 2025. The strategic metric will be measured as a further reduction of inventory. Our 2025 STIP is designed with the same metrics that are discussed above in the 2024 bonus plan.

  66. 2025 Annual Long Term Incentive Plan - New Standalone Total Shareholder Return Metric

    2025 Annual Long Term Incentive Plan - New Standalone Total Shareholder Return Metric Consistent with feedback from shareholders, our Compensation Committee intends that fiscal year 2025 PSUs will continue to make up at least 50% of the grant date fair value of equity awards and use GAAP revenues as a performance metric but will use relative TSR as the other standalone performance metric as opposed to AOI as a percentage of revenues. In addition, both performance metrics will be measured over a three-year (as opposed to one-year) period, and there will be no relative TSR modifier. Revenues targets will be adjusted in the event that the Company consummates a material acquisition, subject to the terms of the plan.

  67. 2025 Annual Long Term Incentive Plan - New Standalone Total Shareholder Return Metric

    | PSU | Revenues Growth | AOI as a Percent of Revenues | Three year TSR | TSR Modifier | | Fiscal Year 2025 | 50% | N/A | 50% | N/A | | Fiscal Year 2024 | 50% | 50% | N/A | +/-20% |

  68. Employment and Change-in-Control Agreements

    Employment and Change-in-Control Agreements The Company uses employment agreements to retain and attract highly qualified executive officers in a competitive market and currently has employment agreements with all of our executive officers. We believe that employment agreements help ensure the continued dedication of executives in case of personal uncertainties or risk of job loss and help protect the Company in the event an executive leaves the Company. Furthermore, the Compensation Committee believes that the establishment of severance terms in advance allows NEOs to continue to focus on the business rather than on their personal circumstances in the event that a termination event occurs. The terms of our executive officers’ employment agreements are substantially similar and generally establish an initial base salary, a target incentive bonus plan amount or percentage that serves as the basis for the annual cash incentive bonus plan, an annual equity target and an equity grant upon hire. The employment agreements also include specific terms regarding severance payments and other benefits, if any, due to the executive under various employment termination circumstances, except to the extent superseded by the Executive Severance Plan. See “Potential Payments upon Termination or Change in Control” for additional information regarding the severance payments each of our NEOs could receive under their employment agreements.

  69. Role of Independent Compensation Consultants

    Role of Independent Compensation Consultants The Compensation Committee retained Frederic W. Cook & Co, Inc. ("FW Cook"), an independent executive compensation consulting firm, to provide the Compensation Committee with advice regarding compensation matters for fiscal year 2024. FW Cook was invited to attend certain Compensation Committee meetings in fiscal year 2024 to provide advice with respect to the fiscal year 2025 executive compensation program. FW Cook assisted the Compensation Committee with review and assessment of the Company's compensation peer group, advice regarding executive compensation levels and practices, guidance on the design of our executive compensation plans, and the provision of certain market and industry compensation trends and regulatory developments. All fees paid to FW Cook were in connection with the firm’s work on executive compensation matters on behalf of the Compensation Committee; no fees were paid to the firm for any other work. FW Cook was retained by the Compensation Committee, and the committee determined that the firm’s services to Mesa did not and does not give rise to any conflict of interest. The Compensation Committee considers FW Cook to have sufficient independence from our Company and executive officers to allow it to offer objective advice. Our executive compensation program is designed to attract, retain, and motivate top-level talent as leaders for Mesa and to compensate them appropriately for their contributions towards the strategic, operational, and financial objectives of the Company. Our Compensation Committee adopted an executive compensation program for fiscal year 2024 that it believed would allow us to be competitive with our compensation peer group and with the companies with whom we compete for talent while also focusing on internal pay parity and driving achievement of our operational and strategic objectives. Our compensation program is also intended to reflect market expectations for at-risk compensation so that we are able to retain our executive officers and attract additional executive officers when it becomes necessary.

  70. Compensation Peer Group

    Compensation Peer Group Mesa's strategic focus has shifted in recent years towards servicing biopharmaceutical markets as a life sciences tools company. Further, as the Company's business lines have expanded, both organically and inorganically, the complexity of the work facing the management team has increased. A critical goal for the Compensation Committee for fiscal year 2024 was to analyze and update the fiscal year 2024 compensation package for NEOs, in the context of an updated and relevant compensation peer group. The Compensation Committee believes that the compensation peer group should include companies with many of the following characteristics:

  71. Compensation Peer Group

    | ● | Appropriately reflect the nature of Mesa's evolving business strategy as a life sciences tools business operating in a broad scope of areas; | | ● | Consist of companies with comparably sized revenues and market capitalization to Mesa and generally below $1 billion; | | ● | Reflect the complexity of Mesa and include companies with multiple segments; | | ● | Include companies with multinational operations, including in China; | | ● | Include growth companies, particularly those focused on growth through acquisitions; and | | ● | Employ an approximately similar number of employees to Mesa. |

  72. Compensation Peer Group

    Not all companies from our 2023 peer list met all of the criteria noted above. Therefore, with the help of FW Cook, our independent compensation consultant, the Compensation Committee updated its 2024 peer list to better align with the Company's strategic shift. Additionally, the Company proactively adopted a larger peer set (in terms of numbers) to mitigate the impact of future merger and acquisition activity, as well as to help smooth out peer group volatility. The peer group used for fiscal year 2023 and fiscal year 2024 compensation program design consists of the following:

  73. Compensation Peer Group

    | 2023 Peer Companies(1) | | | 2024 Peer Companies(2) | | ● | Azenta, Inc. | ● | Adaptive Biotechnologies Corporation | | ● | Cardiovascular Systems, Inc. | ● | Artivion, Inc. | | ● | Cryoport, Inc. | ● | Azenta, Inc. | | ● | Heska Corporation | ● | BioLife Solutions Inc. | | ● | Ligand Pharmaceuticals Incorporated | ● | Codexis, Inc. | | ● | Meridian Bioscience, Inc. | ● | Cryoport, Inc. | | ● | Neogen Corporation | ● | Cytex Biosciences, Inc. | | ● | NeoGenomics, Inc. | ● | Harvard Bioscience, Inc. | | ● | Repligen Corporation | ● | Heska Corporation (1) | | | | ● | Inogen, Inc. | | | | ● | Maravai LifeSciences Holdings, Inc. | | | | ● | Nanostring Technologies, Inc. | | | | ● | Neogen Corporation | | | | ● | NeoGenomics, Inc. | | | | ● | Quanterix Corporation | | | | ● | Repligen Corporation |

  74. Compensation Peer Group

    | (1) Three companies in the Company's 2023 peer group list were removed for a multitude of reasons as we shift from primarily health care companies (i.e., health care equipment, services, and supplies) to majority life sciences tools and services. Cardiovascular Systems and Meridian Bioscience were both acquired, the latter of which was also taken private, and Ligand Pharmaceuticals was removed as it was a less desirable business fit. | | (2) There were ten additions to the Company's peer group in 2024. The additions were identified by FW Cook through a multi-faceted screening methodology that involves filtering a large group of U.S.-based publicly-traded companies down to a relevant set of similarly-sized businesses which meet some or all of the peer group selection criteria above. | | (3) Heska was acquired and will not be included in our peer group going forward. |

  75. Compensation Peer Group

    As part of a sound governance process, the Compensation Committee anticipates reviewing the list of peer companies on an annual basis.

  76. Using Comparative Compensation Data

    Using Comparative Compensation Data FW Cook provided peer group comparison data for the Company’s executive officers including benchmark salaries, short term incentive targets, and long-term incentive targets for positions similar to Mesa's NEO positions, and the Compensation Committee used this data for background and context when setting total compensation and each compensation element for executive officers for fiscal year 2024. However, in determining executive compensation, the Compensation Committee did not solely rely on comparative data from, or target any particular level of total compensation or individual component of compensation against, the compensation peer group. While comparative peer group data provides helpful market information, the Compensation Committee believes in utilizing a number of resources, such as published compensation surveys and other available proxy and compensation data, to evaluate whether our executive compensation program is competitive in the market in which we compete for talent.

  77. Evaluating 2024 Performance

    | ● | Market and survey data provided by FW Cook, our executive compensation consultant; and |

  78. Compensation and Risk Oversight

    | ● | Overall compensation levels are in a competitive market range for a company of Mesa's size and scope. | | ● | Our programs use a mix of short-term and long-term incentives and we have increasingly varied our performance metrics to include revenues, profitability, and strategic-focused goals in an effort to deter undue focus on a single goals. | | ● | Our compensation programs heavily emphasize stock-related compensation that is earned over a period of years, which incentivizes our executive team to focus on long-term value creation. | | ● | PSUs granted in fiscal year 2024 and 2025 contain a 3-year total shareholder return modifier or metric as well as a maximum share cap. | | ● | Annual cash incentives for NEOs and all other eligible company employees are capped at 200%, including possible adjustments based on individual performance. | | ● | We have established stock ownership requirements for the CEO (5 times base salary), for the other NEOs (3 times base salary), and for non-employee directors (3 times annual retainer). | | ● | Our insider trading policy prohibits officers and all other employees from pledging shares, trading put or call options, and engaging in short sales or hedging transactions involving Mesa's securities. | | ● | We have established a “clawback” policy for our NEOs that allows us to recoup performance-based equity awards and cash bonus payments in the event of material non-compliance with financial reporting requirements. | | ● | The Compensation Committee provides close oversight of our compensation programs, including a significant level of engagement, self-assessment and executive session discussions. |

  79. Tax Considerations

    Tax Considerations In designing our compensation programs, we consider the tax, accounting and disclosure rules associated with various forms of compensation, although the design of our programs is focused primarily on attracting and retaining the top talent in our industry and incentivizing those individuals to execute on the Company’s business strategy and to increase shareholder value. For tax years beginning on or after January 1, 2018, the Tax Cuts and Jobs Act of 2017 generally eliminated the qualified performance-based compensation exception to the $1 million per year deduction limit under Section 162(m) of the Code for compensation paid to certain executive officers of the Company (“covered employees”) , and expanded the scope of “covered employees” whose compensation may be subject to this deduction limit to include the Company’s chief financial officer and former covered employees of the Company for tax years beginning after December 31, 2016. We design programs that recognize a range of performance criteria important to our success, even though compensation paid under such programs may not be deductible. Under Section 280G and Section 4999 of the Code, compensation that is granted, accelerated or enhanced upon the occurrence of a change in control may give rise, in whole or in part, to “excess parachute payments” and, to such extent, will be non-deductible by the Company and will be subject to a 20% excise tax payable by the executive. Our compensation arrangements do not provide for gross-ups for this excise tax. Section 409A of the Code prescribes various requirements regarding the timing of deferral elections, the timing of payments, and certain other matters affecting the operating of nonqualified deferred compensation plans. Failure to satisfy these requirements can expose our employees and other service providers to accelerated income tax liabilities and penalty taxes and interest on their vested compensation under such plans. We design our compensation programs with the intent that they comply with or be exempt from Section 409A of the Code, although there is no guarantee that any particular element of compensation will, in fact, be so compliant or exempt. Our compensation arrangements do not provide for gross-ups for any penalty taxes or interest that may be imposed under Section 409A of the Code.

  80. Summary Compensation Table

    Summary Compensation Table The following table lists compensation awarded to or earned by the NEOs for the fiscal years ended March 31, 2024, 2023 and 2022.

  81. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards(1) | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | (a) | (b) | (c) | (e) | (f) | (g) | (i) | (j) | | Gary Owens | 2024 | 754,000 | 3,560,850 | 774,002 | 331,600 | 15,114 | 5,435,566 | | CEO and President | 2023 | 732,692 | 3,205,716 | 962,521 | 282,750 | 6,692 | 5,190,371 | | | 2022 | 579,231 | 15,216,960 | 1,200,052 | 1,072,600 | 8,138 | 18,076,981 | | John Sakys | 2024 | 452,000 | 1,117,982 | 243,022 | 117,600 | 12,688 | 1,943,292 | | VP and Chief Financial Officer | 2023 | 443,077 | 1,049,830 | 306,243 | 93,210 | 15,115 | 1,907,475 | | | 2022 | 366,785 | 758,535 | 375,007 | 380,600 | 12,189 | 1,893,116 | | Brian Archbold | 2024 | 404,000 | 910,936 | 198,042 | 97,200 | 12,442 | 1,622,620 | | SVP of Operations and Continuous Improvement | 2023 | 387,307 | 748,210 | 226,725 | 81,120 | 17,165 | 1,460,527 | | | 2022 | 297,018 | 430,549 | 260,064 | 200,680 | 12,195 | 1,200,506 |

  82. Summary Compensation Table

    | (1) The amounts reported in the Stock Awards column reflect the grant date fair value of stock awards determined pursuant to ASC Topic 718. The grant date fair values have been determined based on the assumptions and methodologies set forth in our Annual Report for fiscal year 2024 (Note 9. Stock Transactions and Stock-Based Compensation). The grant date fair value for PSUs granted during fiscal year 2024 is reported based upon the probable outcome of the performance conditions at the target level on the grant date. The value of the annual PSU awards granted in fiscal year 2024, assuming achievement of the maximum performance level and maximum achievement under the relative TSR modifier of 240%, would have been: Mr. Owens: $5,243,446; Mr. Sakys: $1,646,218; and Mr. Archbold: $1,341,420. | | (2) The amounts reported in the Option Awards column represent the grant date fair value of nonqualified stock option awards granted to each of the NEOs, calculated in accordance with ASC Topic 718. The grant date fair values have been determined based on the assumptions and methodologies set forth in the Company’s Form 10-K for fiscal year 2024 (Note 9. Stock Transactions and Stock-Based Compensation). | | (3) The amounts reported in the Non-Equity Incentive Plan Compensation column reflect the amounts earned by each NEO under the Company’s Short-Term Incentive Plan. | | (4) The fiscal year 2024 amounts reported in the All Other Compensation column reflect 401(k) matching funds for Messrs. Owens, Sakys, and Archbold. |

  83. Grant of Plan-based Awards in Fiscal Year 2024

    Grant of Plan-based Awards in Fiscal Year 2024 The following table sets forth certain information with respect to grants of plan-based awards for fiscal year 2024 with respect to our NEOs.

  84. Grant of Plan-based Awards in Fiscal Year 2024

    | | | | Estimated future payments under non-equity incentive plan awards | | | Estimated possible payouts under equity incentive plan awards | | | | | | | | Name | Grant Date | Award Description | Threshold ($) (1) | Target ($) | Maximum ($) | Threshold (# shares) | Target (# shares) | Maximum (# shares) | All Other Stock Awards: Number of Shares of Stock or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($) (2) | | Gary Owens | n/a | Short-term Incentive Plan | - | 829,000 | 1,658,000 | | | | | | | - | | | 9/1/2023 | Restricted Stock Units (3) | | | | | | | 9,902 | | | 1,376,081 | | | 6/21/2023 | Performance Shares (4) | | | | 8,258 | 16,515 | 39,636 | | | | 2,184,769 | | | 6/21/2023 | NQ Options (5) | | | | | | | | 17,896 | 131.67 | 774,002 | | John Sakys | n/a | Short-term Incentive Plan | - | 294,000 | 588,000 | | | | | | | - | | | 9/1/2023 | Restricted Stock Units (3) | | | | | | | 3,109 | | | 432,058 | | | 6/21/2023 | Performance Shares (4) | | | | 2,593 | 5,185 | 12,444 | | | | 685,924 | | | 6/21/2023 | NQ Options (5) | | | | | | | | 5,619 | 131.67 | 243,022 | | Brian Archbold | n/a | Short-term Incentive Plan | - | 243,000 | 486,000 | | | | | | | - | | | 9/1/2023 | Restricted Stock Units (3) | | | | | | | 2,533 | | | 352,011 | | | 6/21/2023 | Performance Shares (4) | | | | 2,113 | 4,225 | 10,140 | | | | 558,925 | | | 6/21/2023 | NQ Options (5) | | | | | | | | 4,579 | 131.67 | 198,042 |

  85. Grant of Plan-based Awards in Fiscal Year 2024

    | (1) Each executive officer was eligible to earn a cash award under our short-term incentive plan, described more fully in the “Short-Term Incentive Plan” discussion above. Our Short-Term Incentive Plan does not contain a formalized “threshold” level of performance that would entitle an executive to a minimum annual cash award. Amounts under Target reflect the amount that would have been paid to the executive officer if achievement against targets resulted in a CPF of 100% with no adjustment for individual performance. Amounts under Maximum reflect the bonus plan amount which would have been payable had achievement against targets been at the maximum level. Actual bonuses paid are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. | | (2) The grant date fair value of RSUs was determined pursuant to FASB Topic 718 and is equal to the market price per share of $138.97 on the date of grant multiplied by the number of shares covered by the RSU. The grant date fair value of nonqualified stock options was determined pursuant to FASB Topic 718, using the Black-Scholes valuation model, and is equal to $43.25 multiplied by the number of shares covered by the applicable option. The grant date fair value of PSUs was determined pursuant to FASB Topic 718 based on the assumptions and methodologies set forth in our Form 10-K (Note 9. Stock Transactions and Stock-Based Compensation) for fiscal year 2024. | | (3) Restricted stock unit awards vest ratably on September 1, 2024, June 21, 2025, and June 21, 2026. | | (4) The PSUs are earned based on performance for the period from April 1, 2023 until March 31, 2024, subject to a 3-year relative total shareholder return modifier that can adjust the total awards earned up or down by up to 20%. Earned PSUs vest based on the executive's continued service through June 21, 2026. | | (5) Options vest ratably over a three-year period on June 21, 2024, June 21, 2025, and June 21, 2026. |

  86. Outstanding Equity Awards at March 31, 2024

    Outstanding Equity Awards at March 31, 2024 The following table sets forth certain information with respect to outstanding equity awards of our NEOs as of March 31, 2024.

  87. Outstanding Equity Awards at March 31, 2024

    | | | Option Awards | | | Stock Awards | | | | | | Name | Date of Grant | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or other Rights that have not Vested ($) (1) | | Gary Owens | 9/1/2023 | | | | | 9,902(2) | 1,084,962 | | | | | 6/21/2023 | -(3) | 17,896(3) | 131.67 | 6/21/2029 | | | | | | | 6/21/2023 | | | | | | | 10,900(4) | 1,194,302 | | | 6/15/2022 | 5,451(5) | 10,902(5) | 185.57 | 6/15/2028 | | | | | | | 6/15/2022 | | | | | 4,646(6) | 509,062 | | | | | 6/15/2022 | | | | | 2,102(7) | 230,316 | | | | | 10/28/2021 | | | | | 35,200(8) | 4,382,800 | | | | | 9/1/2021 | 10,530(9) | 5,256(9) | 268.85 | 9/1/2027 | | | | | | | 9/1/2021 | | | | | 1,637(10) | 179,366 | | | | | 6/15/2020 | 13,795(11) | - | 226.72 | 6/15/2026 | | | | | | | 6/15/2019 | | | | | 1,000(12) | 109,570 | | | | | 6/10/2019 | 9,939(13) | - | 203.54 | 6/10/2025 | | | | | | | 4/2/2018 | 5,000(14) | - | 142.40 | 4/2/2024 | | | | | | | 3/20/2017 | 21,000(15) | - | 122.98 | 3/20/2025 | | | | | | John Sakys | 9/1/2023 | | | | | 3,109(2) | 340,653 | | | | | 6/21/2023 | -(3) | 5,619(3) | 131.67 | 6/21/2029 | | | | | | | 6/21/2023 | | | | | | | 3,422(4) | 374,959 | | | 6/15/2022 | 1,734(5) | 3,469(5) | 185.57 | 6/15/2028 | | | | | | | 6/15/2022 | | | | | 1,586(6) | 173,778 | | | | | 6/15/2022 | | | | | 669(7) | 73,193 | | | | | 9/1/2021 | 3,291(9) | 1,642(9) | 268.85 | 9/1/2027 | | | | | | | 9/1/2021 | | | | | 511(10) | 55,990 | | | | | 6/15/2020 | 3,951(11) | - | 226.72 | 6/15/2026 | | | | | | | 6/10/2019 | 4,087(13) | - | 203.54 | 6/10/2025 | | | | | | | 4/2/2018 | 2,500(14) | - | 142.40 | 4/2/2024 | | | | | | Brian Archbold | 9/1/2023 | | | | | 2,533(2) | 277,541 | | | | | 6/21/2023 | -(3) | 4,579(3) | 131.67 | 6/21/2029 | | | | | | | 6/21/2023 | | | | | | | 2,789(4) | 305,536 | | | 6/15/2022 | 1,284(5) | 2,568(5) | 185.57 | 6/15/2028 | | | | | | | 6/15/2022 | | | | | 1,070(6) | 117,240 | | | | | 6/15/2022 | | | | | 495(7) | 54,237 | | | | | 9/1/2021 | 2,282(9) | 1,139(9) | 268.85 | 9/1/2027 | | | | | | | 9/1/2021 | | | | | 354(10) | 38,788 | | | | | 6/15/2020 | 1,780(11) | - | 226.72 | 6/15/2026 | | | | | | | 6/10/2019 | 1,064(13) | - | 203.54 | 6/10/2025 | | | | | | | 4/2/2018 | 420(14) | - | 142.40 | 4/2/2024 | | | | |

  88. Outstanding Equity Awards at March 31, 2024

    | (1) The value of equity awards is based on the closing of the Company’s stock on Nasdaq on March 28, 2024, the last trading day of fiscal year 2024, which was $109.57. | | (2) Represent the annual restricted stock unit award grant for fiscal year 2024. Awards vest ratably on each of September 1, 2024, June 21, 2025, and June 21, 2026, subject to the executive's continued employment. | | (3) Represents the annual stock option grant for fiscal year 2024. Shares vest ratably on each of June 21, 2024, June 21, 2025, and June 21, 2026, subject to the executive's continued employment. | | (4) Represents performance restricted stock units granted for fiscal year 2024. The performance achievement under this award was measured for the period from April 1, 2023 until March 31, 2024 and was achieved at 55%. The awards are presented in the table above at 55% achievement plus 20% potential additional shares as there is a TSR modifier that could result up to 20% more awards issued, based on the performance of MLAB to a peer group. The awards vest on June 21, 2026, subject to the executive's continued employment. | | (5) Represents the annual stock option grant for fiscal year 2023. The remaining shares vest ratably on each of June 15, 2024 and June 15, 2025, subject to the executive's continued employment. | | (6) Represents the annual restricted stock unit award grant for fiscal year 2023. The remaining awards vest ratably on each of June 15, 2024 and June 15, 2025, subject to the executive's continued employment | | (7) Represents the strategic award portion of the performance share unit award for fiscal year 2023. The performance achievement under this award was measured for the period from April 1, 2022 until March 31, 2023 and was achieved at 67%. The awards vest on June 15, 2025, subject to the executive's continued employment. | | (8) Represents performance share units issuable under the CEO award granted in fiscal year 2022, at the actual level of achievement, based on measurement over the three-year period from April 1, 2021 through March 31, 2024. Achievement under this award was 88%. Shares will vest ratably on each October 27, 2024, October 27, 2025 and October 27, 2026. | | (9) Non-qualified stock options granted on September 1, 2021. The remaining outstanding non-qualified stock options vest on June 15, 2024, subject to the executive's continued service through the vesting date. | | (10) Represents annual restricted stock unit granted on September 1, 2021. The remaining outstanding restricted stock units vest on June 15, 2024, subject to the executive's continued service through the vesting date. | | (11) Represents non-qualified stock options granted on June 15, 2020. The non-qualified stock options are vested and may be exercised until June 15, 2026. | | (12) Represents restricted stock units granted on June 15, 2019 as make whole awards for Mr. Owens. The remaining outstanding awards will vest June 15, 2024, subject to Mr. Owens' continued employment. | | (13) Represents non-qualified stock options granted on June 10, 2019. The non-qualified stock options are vested and may be exercised until June 10, 2025 | | (14) Represents non-qualified stock options granted on April 2, 2018. The non-qualified stock options are vested and could have been exercised until April 2, 2024. The non-qualified stock options were not exercised and have since expired by their terms. | | (15) Represents non-qualified stock options granted on March 20, 2017 as inducement awards in connection with acceptance of the CEO role. The non-qualified stock options are vested and may be exercised until March 20, 2025. |

  89. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table sets forth the aggregate dollar value realized by the NEOs upon the exercise of stock options and the vesting of stock awards during fiscal year 2024.

  90. Options Exercised and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of shares acquired on vesting (#) (2) | Value Realized on Vesting ($) (3) | | Gary Owens | 2,000 | 12,807 | 5,643 | 761,803 | | John Sakys | - | - | 1,696 | 228,960 | | Brian Archbold | - | - | 1,226 | 165,509 |

  91. Options Exercised and Stock Vested

    | (1) Determined by multiplying the number of options that were exercised during fiscal year 2024 by the difference between the per share closing price of our common stock on the date of exercise and the exercise price of the options, but not including any tax impact incurred in connection with such exercise. | | (2) Reflects the number of shares of Mesa common stock acquired on vesting of restricted stock units. | | (3) Determined by multiplying the number of restricted stock units by the market value of the underlying shares on the vesting date. |

  92. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control On September 29, 2021, Mesa entered into Amended and Restated Executive Employment Agreements with each of Messrs. Owens and Sakys and into Executive Employment Agreements with Mr. Archbold (collectively, the "Employment Agreements"). The Employment Agreements have the same severance and other terms except for salary and position description. The Employment Agreements have indefinite terms and continue until terminated by either party. In the event the Company terminates an executive officer’s employment without cause or the executive officer terminates his employment for good reason, the executive officer will receive: (i) an amount equal to one times the sum of (x) his base salary plus (y) target annual bonus, with such amount paid over the period of 12 months following the date of termination; (ii) an annual bonus for the year in which the termination of employment occurs based the greater of target or actual performance for the year, prorated to reflect the portion of the year elapsed prior to his termination of employment; (iii) payment equal to the cost for 24 months’ COBRA and continuation of group health plan coverage as of the date of his termination of employment, and his equity-based awards will be treated as follows: (a) all awards with greater than three years’ vesting schedule will become vested and exercisable for its full term pursuant to the applicable award agreement; (b) For equity with vesting schedules less than three years, (x) all restricted stock and options due to vest within the next 12 months will become vested, and options will remain outstanding and exercisable for 14 months, and (y) all performance shares will vest at the higher of actual performance or target. In the event that the executive officer is terminated during the three months before or the 24-month period following a change in control of the Company, the executive officer will receive the severance pay and benefits listed above, except that (i) the severance amount will equal two times the sum of (x) his base salary plus (y) target annual bonus and will be payable in a lump sum within 60 days following the date of termination; (ii) pro-rata bonus; and (iii) payment equal to the cost for 24 months’ continuation of COBRA and group health plan coverage as of the date of his termination of employment (which will be payable monthly and discontinued if the executive finds another position with medical insurance). In the event that a change in control of the Company occurs, all unvested equity awards held by the executive officer will immediately vest, with any performance-based awards deemed to have been earned at the higher of actual performance or target. Options will remain outstanding and exercisable for their full term. If the executive resigns voluntarily without good reason, he will receive no cash severance, and his equity-based awards will be treated as follows: (a) For equity with vesting schedules less than three years, (i) any vested options will be exercisable for the lesser of 90 days after the date of termination or the expiration of the maximum stated term of the option, and (ii) all performance-based awards that were held by executive officer for less than 12 months will be forfeited and all performance-based awards held by executive officer for more than 12 months will time-vest on the date of termination, will be pro-rated based on the number of full months during the applicable performance period through the date of termination and will be earned at the lesser of target level or actual performance at the end of the performance period. For Mr. Owens only, all unvested options held by Mr. Owens on the date of the employment agreement with seven years’ vesting schedule will vest on the date of termination. Upon termination of employment by reason of an executive’s retirement at age 65 or after (“normal retirement”), in addition to any accrued payments and benefits, the executive will receive an annual bonus for the year in which the termination of employment occurs based the greater of target or actual performance for the year, prorated to reflect the portion of the year elapsed prior to his termination of employment. “Normal retirement” generally means an employee aged 65 years or greater who has provided 90 days’ notice to the Company or a director aged 65 years or greater ceases service to the Company. In addition, all unvested equity-awards held by the executive shall continue to vest as if termination did not occur, all restrictions thereon shall lapse, and any performance-based awards shall be deemed to have been earned at actual performance as determined at the end of the applicable performance period. All equity awards that are options will be exercisable for their full remaining term under the applicable award agreement. All severance payments are subject to the executive signing and not revoking a release of claims.

  93. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The disclosure in this section shall not be deemed to be incorporated by reference into any prior or subsequent filing by Mesa under the Securities Act of 1933 or the Exchange Act of 1934, except to the extent Mesa specifically incorporates it by reference therein. Provided below is the Company’s “pay versus performance” disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act.

  94. Pay versus Performance Table

    Pay versus Performance Table The table below shows compensation actually paid (as defined by the SEC in Item 402(v) of Regulation S-K) for our executives and our financial performance for the years shown in the table. For purposes of this discussion, our CEO is also referred to as our principal executive officer or “PEO” and our other Named Executive Officers are referred to as our “Non-PEO NEOs”:

  95. Pay versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year Ended March 31, | Summary Compensation Table Total for PEO(1)(2) | Compensation Actually Paid to PEO (1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs (1)(3) | Total Shareholder Return (4) | Peer Group Total Shareholder Return (5) | Net Income (6) | Adjusted Operating Income (7) | | 2024 | $5,435,566 | $78,000 | $1,782,956 | $1,100,784 | $49.22 | $86.38 | $(254,246,000) | $45,968,000 | | 2023 | $5,190,371 | $(3,599,238) | $1,480,753 | $544,787 | $77.93 | $117.40 | $930,000 | $44,679,000 | | 2022 | $18,076,981 | $16,814,532 | $1,452,226 | $1,785,085 | $113.28 | $148.89 | $1,871,000 | $37,899,000 | | 2021 | $2,557,718 | $9,554,025 | $927,468 | $2,393,032 | $107.96 | $174.90 | $3,274,000 | $36,139,000 |

  96. Pay versus Performance Table

    | (1) NEOs included in these columns reflect the following individuals: |

  97. Pay versus Performance Table

    | Year | PEO | Non-PEO NEos | | 2021 | Gary Owens | John Sakys, Brian Archbold, and Greg DiNoia | | 2022 | Gary Owens | John Sakys, Brian Archbold, and Greg DiNoia | | 2023 | Gary Owens | John Sakys, Brian Archbold, and Greg DiNoia | | 2024 | Gary Owens | John Sakys and Brian Archbold |

  98. Pay versus Performance Table

    | (2) Amounts reflect Summary Compensation Table Total Pay for our NEOs for each corresponding year. | | (3) Compensation Actually Paid (CAP) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP for FY24 the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table (SCT): |

  99. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

  100. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    | | Fiscal Year | | | | | | | | | | 2024 | | 2023 | | 2022 | | 2021 | | | | (For PEO) | (Average For Non-PEO NEOs) | (For PEO) | (Average For Non-PEO NEOs) | (For PEO) | (Average For Non-PEO NEOs) | (For PEO) | (Average For Non-PEO NEOs) | | Summary Compensation Table Total | $5,435,566 | $1,782,956 | $5,190,371 | $1,480,753 | $18,076,981 | $1,452,226 | $2,557,718 | $927,468 | | (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | (4,334,852) | (1,234,991) | (4,168,237) | (865,766) | (16,417,012) | (848,551) | (1,813,876) | (561,449) | | (Minus): Change in Pension Value | - | - | - | - | - | - | - | - | | Plus: Pension Service Cost and Associated Prior Service Cost | - | - | - | - | - | - | - | - | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | 3,304,206 | 941,358 | 2,260,544 | 424,417 | 13,533,230 | 788,665 | 1,955,736 | 605,850 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | (3,690,852) | (261,445) | (5,202,624) | (210,448) | 555,610 | 159,474 | 6,731,343 | 1,436,656 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | - | - | - | 45,816 | - | - | - | - | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | (636,068) | (127,094) | (1,679,292) | (329,985) | 1,065,723 | 233,271 | 123,104 | (15,493) | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | - | - | - | - | - | - | - | - | | Plus/(Minus): Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | - | - | - | - | - | - | - | - | | Compensation Actually Paid | $78,000 | $1,100,784 | $(3,599,238) | $544,787 | $16,814,532 | $1,785,085 | $9,554,025 | $2,393,032 |

  101. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year(s). For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this proxy statement.

  102. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    | | Fiscal Year FY24 | | Restricted Stock Units | | | Stock Price | $109.73 - $174.73 | | Performance Share Units | | | Financial Metric Multiplier | 0% - 200% | | TSR Realized Performance (Percentile) | 10P | | Volatility | 46% | | Risk-Free Interest Rate | 4.5% | | Stock Options | | | Expected Term (years) | 0.5 – 3.5 | | Strike Price | $122.98 - $268.85 | | Volatility | 38% - 51% | | Dividend Yield | 0.4% - 0.6% | | Risk-Free Interest Rate | 4.0% - 5.3% |

  103. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    | (4) Total Shareholder Return (TSR) represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on the last trading day of fiscal year 2021 through the end of the applicable fiscal year, assuming reinvestment of dividends. |

  104. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    | (5) Peer Group Total Shareholder Return represents the cumulative return on a fixed investment of $100 of the 2024 CD&A peer group for the period beginning on the last trading day of fiscal year 2021 through the end of the applicable fiscal year, assuming reinvestment of dividends. Three peers from the prior CD&A peer groups, Cardiovasular Systems, Inc., Heksa Corporation, and Meridian Bioscience, Inc. were acquired during the period and, as a result, are omitted from the peer group. The following companies were added to the peer group for 2024 as the company included additional peers in their compensation benchmarking: |

  105. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    | o | Adaptive Biotechnologies Corporation |

  106. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    | o | Artivion |

  107. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    | o | BioLife Solutions |

  108. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    | o | Codexis |

  109. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    | o | Cytek Biosciences |

  110. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    | o | Harvard Bioscience |

  111. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    | o | Inogen |

  112. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    | o | Maravai LifeSciences Holdings |

  113. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    | o | Quanterix Corporation |

  114. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    | o | NW Wind Down Co. (Formerly Nanostring Technologies) |

  115. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    The following table presents the current peer group and pro-forma TSR excluding these added companies.

  116. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    | | Value of Initial Fixed $100 Investment Based On: | | | | Fiscal Year Ended March 31, | MLAB Total Shareholder Return | As Reported | Excluding New Peers | | 2024 | $49.22 | $86.38 | $124.39 | | 2023 | $77.93 | $89.38 | $119.69 | | 2022 | $113.28 | $134.31 | $150.62 | | 2021 | $107.96 | $188.25 | $195.56 |

  117. Reconciliation of Summary Compensation Table Total to Compensation Actually Paid

    | (6) The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year. | | (7) The Company's adjusted operating income, a non-GAAP measure. See Appendix A. |

  118. Compensation Actually Paid and Company TSR

    Compensation Actually Paid and Company TSR The graph below describes the relationship between compensation actually paid to Mr. Owens and the average compensation actually paid to the Company’s other NEOs to the Company’s TSR over the three-year period from March 31, 2020 until March 31, 2024, assuming an initial investment of $100 on March 31, 2020. As the graph shows, this relationship is generally aligned in large part because a significant portion of the compensation actually paid to the Company’s NEOs is in the form of equity awards, the value of which is impacted by the stock price changes.

  119. Compensation Actually Paid and GAAP Net Income

    Compensation Actually Paid and GAAP Net Income The graph below shows the relationship between compensation actually paid to Mr. Owens and the average compensation actually paid to the Company’s other NEOs to the Company’s GAAP net income for the three years presented in the Pay versus Performance Table. Mesa does not use net income as a performance measure in its executive compensation program.

  120. Compensation Actually Paid and Adjusted Operating Income

    Compensation Actually Paid and Adjusted Operating Income The graph below shows the relationship between compensation actually paid to Mr. Owens and the average compensation actually paid to the Company’s other NEOs to the Company’s adjusted operating income for the three years presented in the Pay versus Performance Table. As described above, adjusted operating income is defined as the Company’s total operating income reported under U.S. GAAP, adjusted to exclude amortization of intangible assets acquired in a business combination, stock-based compensation expense, and any impairment expense. While the Company uses other financial and non-financial performance measures in its compensation programs, Mesa has determined that adjusted operating income is the most important performance measure used to link compensation actually paid to the Company’s NEOs for fiscal year 2024 to Company performance.

  121. Pay Ratio Disclosure

    Pay Ratio Disclosure Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to provide the ratio of the annual total compensation of Mr. Owens, to the annual total compensation of the median employee of the Company (the “Pay Ratio Disclosure”). For fiscal year 2024, the total annual compensation of the median employee of the Company and its subsidiaries (other than the Chief Executive Officer) was $79,653. Based upon the total compensation for fiscal year 2024 reported for Mr. Owens in the Summary Compensation Table above, our ratio of CEO to median employee pay was 68 to 1. For our fiscal year 2024 ratio, we determined the median compensated employee based on salary, bonus plan, and grant date fair value of stock options and RSUs granted during the fiscal year for all our employees except Mr. Owens as of March 31, 2024. We annualized this compensation for employees who did not work the entire year, except for employees designated as temporary.