DEF 14A of Mesa Laboratories Inc /Co/
Filed Jul 11, 2025 · FY20250001437749-25-022559
Overview of Director Nominees
Overview of Director Nominees Each of the seven nominees to our Board of Directors has extensive leadership and business experience. 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.” The board recognizes the need for refreshment to bring new perspective and believes that we have a healthy mix of new and more seasoned directors, with three 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 acquisitions. It is important to the Nominating and Governance Committee and the full Board that Mesa has a Board composed of directors who bring a variety of experiences, perspectives, and skillsets, and who also have appropriate professional expertise, all of which enable them to effectively represent the long-term interests of our shareholders and business strategies. The Board undergoes a formalized annual self-assessment to ensure that it has a balanced, appropriate mix of skills and attributes to best oversee its business. In addition, each of the committees of the Board evaluates its performance and effectiveness on an ongoing basis. Results of the committee assessments are discussed at Board meetings, and improvements identified are implemented.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Director Nominees
Director Nominees There are seven nominees for director, all of whom are current directors of Mesa and 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 for one year until the 2026 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.
Director Nominees
| Nominee's Name | Year First Elected Director | Position(s) with the Company | | John Sullivan | 2009 | Director, Chairperson of the Board | | Gary Owens | 2017 | Director, President, and Chief Executive Officer | | Jennifer Alltoft | 2019 | Director | | Shannon Hall | 2020 | Director | | Shiraz Ladiwala | 2021 | Lead Independent Director | | Tony Tripeny | 2022 | Director | | Mark Capone | 2024 | Director |
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, we believe 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.
Board Composition
Board Composition
Board Overview
Board Overview Mesa’s corporate powers are exercised by or under the authority of, and the business and affairs of the Company managed under the direction of, the Board of Directors. The Board oversees the CEO and the other senior management of the Company in the competent and ethical operation of Mesa and assures that the long-term interests of shareholders are served. The Board, with the assistance of management, reviews corporate strategies and establishes broad corporate policies, although it is not involved in day-to-day operations. The Board meets regularly throughout the year to review significant developments affecting the Company and to act upon matters requiring Board approval. It also holds special meetings as required from time to time when important matters arise.
Board Accountability
Board Accountability As part of its ongoing commitment to good corporate governance, our Board of Directors has codified its corporate governance practices into a set of Corporate Governance Guidelines and has adopted written charters for each of the committees of the Board. Mesa has also adopted a Code of Conduct for directors, officers and employees. The Corporate Governance Guidelines, charters of each of the Audit, Compensation and Nominating & Governance Committees and Code of Conduct are available on our website at investors.mesalabs.com/governance/governance-documents. In fiscal year 2025, the Board met four times. Each of our directors attended or participated in 100% of the meetings of the Board of Directors.
Board Refreshment
Board Refreshment We do not have staggered terms for our Board of Directors; directors are elected at each annual meeting and serve until the next annual meeting, when a successor is duly elected and qualified, or the earlier of their resignation or removal. Forty-three percent of the director nominees have joined the Board within the last five years, resulting in a balanced mix of short- and long-tenured non-executive directors, with an average director tenure of 6.4 years.
Board Skills, Background and Experience
Board Skills, Background and Experience We believe in electing and retaining directors who have demonstrated the ability to make a meaningful contribution to the Board's supervision and oversight of Mesa's strategy. Our directors have a diverse mix of professional qualifications and skills as well as varied backgrounds and relevant experiences that we believe contribute to a well-rounded Board positioned to effectively oversee our Company's strategy and serve the long-term interest of our shareholders. The Board is committed to maintaining a suite of directors who bring a wide array of qualifications, skills, and attributes and a variety of tenures to our Board. During 2025 six of our seven directors (or 85%) are independent under Nasdaq Rule 5605: two (or 29%) are female, and one (or 14%) is racially diverse. We continually evaluate our directors' skillsets, background and expertise for alignment with our strategic goals. Our directors bring extensive experience in areas that are critical to Mesa's long-term strategic success, including executive leadership, financial acumen, strategic planning, mergers & acquisitions, life sciences, diversity, equity, and inclusion, environmental stewardship, manufacturing, commercial sales & marketing, and leadership development. Below, we highlight the key skills and experience that our Nominating and Governance Committee believes are critical. Together, our Board possesses all of the qualities we value, helping to ensure the effectiveness of the Board as a group in directing Mesa towards achievement of its strategic objectives. We may consider other factors when we seek to fill certain positions on the Board; for example, when appointing an Audit Committee chairperson, we emphasize financial expertise in our candidates, only interviewing candidates who have served as Chief Financial Officer of a public company. In addition to considering the skills held by each of our Board members, we also consider the amount of time each member has to devote to his or her Board responsibilities. None of our directors have commitments on other Boards that would interfere with their ability to provide their full attention to the affairs of our Board. Except Mr. Tripeny, and Mr. Capone, no director has held any other public company directorship for the past five years.
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, 2025. The age of each director is as of August 22, 2025, 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.
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. Under 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 and 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 on the Board. For fiscal year 2025, non-employee directors received annual cash and equity retainers for service on the Board and committees consistent with fiscal year 2024, as set forth in the table below:
Director Compensation
| Non-Employee Director Compensation | Annual Retainer(1) | Annual Restricted Stock Units(2) | | Director Retainer: | $60,000 | $180,000 | | Committee Chair Retainer: | | | | Audit | 10,000 | - | | Compensation | 10,000 | - | | Nominating and Governance | 10,000 | - | | Chair of the Board | 45,000 | - | | Lead Independent Director | 10,000 | - |
Director Compensation
| (1) Retainers are paid quarterly in cash unless the director chooses to convert his or her cash retainer to an equivalent value of restricted stock units (“RSUs”). Mr. Ladiwala elected to receive his retainer in RSUs for fiscal year 2025. | | (2) RSUs represent the right to receive shares of our common stock upon vesting and are granted to non-employee directors annually. The number of shares subject to the award is based on the closing price of our common stock on the grant date, less the present value of dividends expected to be paid during the vesting period. The awards typically vest in full on the first anniversary of the grant date. |
Director Compensation
Directors are also reimbursed for expenses incurred in connection with their service as directors, including travel expenses for Board and committee meetings. The compensation paid to each non-employee director for fiscal year 2025 is set forth below.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) | Total ($) | | John Sullivan | 105,000 | 180,105 | - | 285,105 | | Jennifer Alltoft | 70,000 | 180,105 | - | 250,105 | | Shannon Hall | 70,000 | 180,105 | - | 250,105 | | Shiraz Ladiwala | - | 250,018 | - | 250,018 | | Tony Tripeny | 70,000 | 180,105 | - | 250,105 | | Mark Capone | 60,000 | 180,105 | - | 240,105 |
Director Compensation
| (1) | Reflects the grant date fair value under FASB Topic 718 of RSUs awarded to each director. Each of Dr. Sullivan, Messrs. Ladiwala, Tripeny, Capone and Mses. Alltoft and Hall received an annual non-employee director RSU award covering 1,404 shares on August 15, 2024. Mr. Ladiwala elected to receive his Board retainer as 545 RSUs instead of cash. The grant date fair value of all RSUs granted to the non-employee directors was $128.28 per unit for grants on August 15, 2024, which is 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 August 15, 2024 vest on the first anniversary of the grant date, subject generally to the director’s continued service as a director through the vesting date. | | Note: | No stock options were granted to members of the Board of Directors during fiscal year 2025, and no stock options were held by members of the Board of Directors as of March 31, 2025. |
2024 Say-on-Pay Vote and Shareholder Engagement
| ● | Fiscal year 2025 PSU awards include a three-year performance period, compared to the one-year performance period used for awards granted in prior fiscal years. |
2024 Say-on-Pay Vote and Shareholder Engagement
| ● | Fiscal year 2025 PSU awards include a standalone relative TSR component comprising 50% of the PSU awards’ value, compared to a 20% TSR modifier for awards granted previous years. |
2024 Say-on-Pay Vote and Shareholder Engagement
| ● | Fiscal year 2026 PSU awards will vest solely based on standalone relative TSR metrics measured over a three-year period. |
Our Executive Compensation Practices
| What We Do | | | ✔ | Pay for performance: The majority of compensation offered to executives is at-risk, variable pay, aligning pay with performance. | | ✔ | Align performance metrics with shareholder interests: We use relative total shareholder return and Company financial and strategic performance metrics closely aligned with our growth drivers to measure performance for executive compensation purposes. | | ✔ | Balance short- and long-term performance metrics: Our 2025 and 2026 PSUs are measured over three years, and our 2026 PSUs include an additional one-year holding period. RSUs generally vest over three years. We also award annual cash incentives based on current year performance. | | ✔ | Engage independent consultants: Each year, we engage an independent compensation consultant to advise on executive compensation program design. | | ✔ | Benchmark compensation against peers: Each year, we benchmark executive compensation against a compensation peer group of appropriate companies in related industries, of a similar size and business complexity. | | ✔ | Enforce stock ownership guidelines: All of Mesa's NEOs were compliant with stock ownership guidelines as of March 31, 2025. | | ✔ | Cap short-term incentives: We limit maximum payouts under our annual incentive plan to discourage excessive risk-taking. | | ✔ | Maintain a Clawback Policy: Our Clawback Policy allows us to recover incentive compensation from our executive officers if necessary. | | ✔ | Engage with shareholders: We meet annually with shareholders to gather their feedback on our executive compensation program and our corporate governance. | | What We Don't Do | | | X | Allow hedging or pledging: We do not allow employees to engage in hedging or pledging of our securities. | | X | Provide excess perquisites: We do not provide perquisites to our employees, including to our executive officers. | | X | Offer tax gross-ups: We do not provide tax gross-up payments to our executive officers. | | X | Provide excess executive retirement benefits: We do not offer supplemental executive retirement plans, nonqualified defined contribution, or deferred compensation plans to our executive officers. | | X | Guarantee bonuses or pay increases: We do not provide guaranteed bonuses or pay increases to our executive officers. | | X | Incentivize excessive risk-taking: Our plans are designed to avoid incentivizing excessive risk taking. | | X | Re-price shares: We do not re-price stock options without shareholder approval. | | X | Pay dividends prior to vesting: Dividends on equity awards are paid only after the awards have vested. |
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. It is designed to align executive compensation with the achievement of critical near-term goals for the organization.
Short-Term Incentive Plan Structure
Short-Term Incentive Plan Structure The Company’s NEOs are eligible to receive short-term incentive compensation pursuant to the annual bonus plan based on achievement of (i) Company-wide Performance Factors and (ii) except for the CEO, performance objectives tied to individual results for their respective functional areas (Individual Performance Factors). The final award can range from 0% to 200% of target, depending on the financial and non-financial strategic 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 in order 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:
Target Award
Target Award Early in fiscal year 2025, the Compensation Committee established each NEO’s target annual bonus plan compensation as a percent of their base salary (the "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 compensation peer group data to ensure target bonuses are aligned with prevailing market compensation practices for executive positions at comparable companies. Target award amounts for fiscal years 2024 and 2025 are summarized below.
Company Performance Factor
Company Performance Factor The financial metrics used in our short-term incentive plan are designed to promote the achievement of what we view as the primary short-term financial drivers of shareholder value: maximizing revenue, managing controllable expense, and maintaining sound execution. The Compensation Committee therefore selected two financial measures and one strategic measure for purposes of the fiscal 2025 annual bonus plan. Total Revenues Growth and Adjusted Operating Income Growth are the financial performance measures for our fiscal 2025 annual bonus plan. To balance short-term incentive metrics across financial and non-financial areas that are of strategic significance, the Compensation Committee added an additional strategic performance metric for fiscal year 2025, focused on inventory reduction.
Company Performance Factor
| (▲) | Inventory reduction is defined to set a target inventory level, exclusive of inventory acquired as part of any business combination consummated during the fiscal year. At March 31, 2025, Mesa's inventory was $25.4 million. The threshold target for inventory was $28.6 million. Since Mesa's inventory was lower than the threshold, this CPF was achieved at 200% for this performance metric. |
Company Performance Factor
| Overall Achievement from Company Performance Factor | | Based on the formulaic weighted average achievement of the financial and strategic bonus plan measures for fiscal year 2025, the Compensation Committee concluded that an overall achievement of 140% of target was attained under the Company Performance Factor. |
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 and approved for each NEO for fiscal year 2025.
Short Term Incentive Plan Payout
| Executive | Bonus Target | CPF (%) (A) | IPF (B) | Payout percentage (A*B) | Total Bonus Payout | | Gary Owens | $862,000 | 140% | n/a | 140% | $1,206,800 | | John Sakys | $311,000 | 140% | 100% | 140% | $435,400 | | Brian Archbold | $252,000 | 140% | 100% | 140% | $352,800 |
Long Term Equity Compensation
Long Term Equity Compensation
Annual Review of Long-Term Incentives
Annual Review of Long-Term Incentives The Compensation Committee believes that performance-based and time-based long-term equity award incentives in the form of PSUs 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.
Grant Practices for Annual Equity Awards for Fiscal Year 2025
Grant Practices for Annual Equity Awards for Fiscal Year 2025 For fiscal year 2025, the Compensation Committee considered a number of factors in determining the terms, conditions and amount of target equity incentive compensation to grant to the executive officers, including:
Grant Practices for Annual Equity Awards for Fiscal Year 2025
| ● | how Company performance during the fiscal year could impact NEO compensation; |
Grant Practices for Annual Equity Awards for Fiscal Year 2025
| ● | the practices of our compensation peers and competitors in granting equity awards; |
Grant Practices for Annual Equity Awards for Fiscal Year 2025
| ● | the total target compensation for each NEO; |
Grant Practices for Annual Equity Awards for Fiscal Year 2025
| ● | the number of shares subject to, and exercise price of, outstanding options, both vested and unvested, held by the executive officers; |
Grant Practices for Annual Equity Awards for Fiscal Year 2025
| ● | the number of RSUs held by the executive officers; |
Grant Practices for Annual Equity Awards for Fiscal Year 2025
| ● | the vesting schedule of the unvested equity awards held by the executive officers; |
Grant Practices for Annual Equity Awards for Fiscal Year 2025
| ● | the financial statement impact of any equity award; and |
Grant Practices for Annual Equity Awards for Fiscal Year 2025
| ● | the available shares under the Company’s equity incentive plan. |
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 with the companies in our peer group in award mix and performance metrics. The mix of grants made to NEOs during fiscal year 2025 were as follows:
Equity Award Types
| Fiscal Year 2025 Equity Award | Weighting | | | Description | | Performance-Based RSUs (PSUs) | 50% | ● | | Each earned PSU entitles the NEO to one share of our common stock upon vesting. | | | | ● | | Of the dollar value of PSUs awarded: | | | | | o | One-half may be earned based on total GAAP revenues measured over the three-year period from April 1, 2024 until March 31, 2027. | | | | | o | One-half may be earned based on the Company's relative TSR measured against a peer group, defined as the S&P composite 1500 Healthcare Index. Relative TSR is measured from June 18, 2024 until June 18, 2027. | | | | ● | | The awards vest on June 18, 2027, subject to achievement of the related GAAP revenue or relative TSR metrics. If revenues are not achieved at 92.5% of target, or if relative TSR is below the 25th percentile within the peer group, then none of the shares subject to that particular metric will vest. | | Time-Based RSUs | 50% | ● | | Each RSU entitles the NEO to one share of MLAB common stock upon vesting. RSUs vest pro-rata over a three-year service period beginning on the first anniversary of the grant date. |
Equity Award Types
In fiscal year 2025, the Compensation Committee continued to grant 50% of total executive equity awards as PSUs. The Compensation Committee also changed the PSU program to emphasize alignment with shareholder interests by designing an award based more heavily on relative TSR. The remaining 50% of total executive equity awards granted in fiscal year 2025 were issued as RSUs, in contrast to previous years in which awards were split between RSUs and options. Analysis from the Company’s independent compensation consultant, Frederic W. Cook & Co, Inc. (“FW Cook”) showed that the equity mix selected is aligned with competitive trends among our compensation peer group. Additionally, RSUs encourage retentive behavior, one of the factors considered in designing compensation plans.
2025 Annual Equity Awards
2025 Annual Equity Awards The following table sets forth the grant date fair value of the 2025 annual equity awards made to each of our NEOs.
2025 Annual Equity Awards
| Executive | Performance Stock Units | Restricted Stock Units | Total Equity Award Value | | Gary Owens | $2,300,150 | $2,300,020 | $4,600,170 | | John Sakys | 750,205 | 750,087 | 1,500,292 | | Brian Archbold | 675,125 | 675,087 | 1,350,212 |
2025 Annual Equity Awards
In determining the 2025 equity awards for our NEOs, the Compensation Committee reviewed (i) the compensation peer group information provided by FW Cook, (ii) Company and business unit performance, (iii) individual performance, (iv) prevailing market trends, (v) feedback from shareholders, and (vi) the views of the CEO (in the case of the other NEOs), and applied judgment in determining that the equity awards were appropriate, and in alignment with our compensation philosophy and strategic market positioning. The target equity awarded to each of the NEOs is intended to align their compensation generally with the market median for similar positions; thus, equity targets for our NEOs increased somewhat compared to grants made in fiscal year 2024.
Fiscal Year 2025 PSUs
Fiscal Year 2025 PSUs In response to feedback from shareholders, the Compensation Committee made changes to the design of the fiscal year 2025 PSUs, which make up 50% of NEO long-term incentive compensation. PSUs granted in 2024 included a TSR-based modifier which adjusted the number of vesting awards up or down by a maximum of 20% based on the Company's share price relative to a group of its peers. Those awards also included short-term and long-term performance criteria, including a GAAP revenue metric measured over a one-year performance period. In contrast, the fiscal year 2025 PSUs are dependent on two equally-weighted, independent vesting conditions: (i) a three-year cumulative total revenue target and (ii) the performance of the Company's share price relative to a group of its peers, defined as the S&P composite 1500 Healthcare Index, over a three-year period. We believe the new design creates a more sustainable alignment with shareholder interests by weighting the TSR component at 50% and by including only long-term performance metrics. Performance Metric Selection The table below and the narrative that follows describe in additional detail the performance metrics used in our 2025 PSUs:
Fiscal Year 2025 PSUs
| Financial Measure | Why it Matters | | | Total Cumulative 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 | | Total Shareholder Return | ● | Offers clear alignment between the interests of management and shareholders over the long-term | | | ● | Summary indicator of long-term performance | | | ● | Relative (as opposed to absolute) nature of goals accounts for macroeconomic factors impacting the broader market | | | ● | Balances an absolute financial metric (total cumulate GAAP Revenue) with a relative stock-based performance metric |
Fiscal Year 2025 PSUs
Fiscal Year 2025 Financial Performance Targets The weighting and performance levels for the performance metrics for 2025 PSUs were as follows:
Fiscal Year 2025 PSUs
| | Total GAAP Revenues | Total Shareholder Return(2) | | Weighting | 50% | 50% | | Threshold (achievement results in 50% payout) | $678.1 million | 25th percentile | | Target (achievement results in 100% payout) (1) | $733.1 million | 50th percentile | | Maximum (achievement results in 200% payout) | $788.1 million | 75th percentile and above |
Fiscal Year 2025 PSUs
| (1) Performance results between the threshold, target and the maximum levels of performance are calculated via linear interpolation by target. |
Fiscal Year 2025 PSUs
| (2) The TSR performance is measured relative to a peer group, which is defined as the S&P composite 1500 Healthcare Index. |
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 encourage the continued dedication of executives in the event 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, and an annual equity target 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. 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.
Role of Independent Compensation Consultants
Role of Independent Compensation Consultants The Compensation Committee retained FW Cook, an independent executive compensation consulting firm, to provide the Compensation Committee with advice regarding compensation matters in fiscal year 2025. FW Cook assisted the Compensation Committee with review and assessment of the Company's compensation peer group and provided advice regarding executive compensation levels and practices, guidance on the design of our executive compensation plans, and certain information on market and industry compensation trends and regulatory developments. FW Cook was also invited to attend certain Compensation Committee meetings to provide advice with respect to the fiscal year 2025 executive compensation programs. 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. The Compensation Committee determined that the FW Cook's services to Mesa did not and do 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.
Executive Compensation Timeline
| 1. | Early in each fiscal year, the Compensation Committee determines the target amounts of each NEO’s base salary, annual short-term incentive award, and equity awards. |
Executive Compensation Timeline
| 3. | Long-term equity awards are granted annually in the first quarter of each fiscal year; future vesting thereof is subject to achievement of the performance- and time-based vesting conditions approved by the Compensation Committee at the time of grant. |
Executive Compensation Timeline
| 5. | For the annual short-term incentive plan, the CEO assesses the individual contributions of Messrs. Sakys and Archbold in achieving Company goals to recommend any adjustments to their Individual Performance Factors (“IPF”). |
Executive Compensation Timeline
| 6. | The Compensation Committee reviews and approves each NEO's short-term incentive plan award based on CPF and (except for the CEO) IPF outcomes. |
Executive Compensation Timeline
| 7. | Short-term incentive awards are paid out, if earned, in the first quarter of the following year fiscal year. |
Compensation Peer Group
Compensation Peer Group Mesa's strategy is to service the biopharmaceutical, healthcare and medical device markets as a life sciences tools company. As the Company's business lines have expanded, both organically and through acquisitions, the complexity of the work facing the management team has increased. For example, the company's international operations have increased in materiality and complexity. Accordingly, the Compensation Committee continued to refine the compensation peer group in fiscal year 2025 in order to better analyze and update the compensation package for NEOs, taking into account the pay opportunities provided at similar companies. The Compensation Committee believes that the compensation peer group should:
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. |
Compensation Peer Group
With the help of FW Cook, the Compensation Committee evaluated its peer group so compensation peer companies are well-aligned with the Compensation Committee's criteria. The peer group used for our fiscal year 2025 compensation program design consisted of the following. Companies that are new to our compensation peer group in fiscal 2025 are denoted by an '*' in the table below:
Compensation Peer Group
| 2025 Compensation Peer Companies(1) | | | | Adaptive Biotechnologies Corporation | Cryoport, Inc. | Maravai LifeSciences Holdings, Inc. | | Artivion, Inc. | Cytek Biosciences, Inc. | Neogen Corporation | | AtriCure Inc.* | Haemonetics Corporation* | NeoGenomics, Inc. | | Azenta, Inc. | Harvard Bioscience, Inc. | Quanterix Corporation | | BioLife Solutions Inc. | Inogen, Inc. | Standard BioTools Inc.* | | Codexis, Inc. | LeMaitre Vascular Inc.* | Veracyte Inc.* |
Compensation Peer Group
| (1) Three companies included in the 2024 compensation peer group, Heska Corporation, Nanostring Technologies, Inc. and Repligen Corporation were removed from the 2025 compensation peer group (Heska Corporation and Nanostring Technologies, Inc. were acquired). Changes to the compensation peer group were identified by FW Cook through a multi-faceted screening methodology that involved 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 compensation peer group selection criteria above. |
Compensation Peer Group
As part of a sound governance process, the Compensation Committee anticipates reviewing the list of compensation peer companies on an annual basis.
Using Comparative Compensation Data
Using Comparative Compensation Data FW Cook provided compensation 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 context when setting each compensation element and total compensation for executive officers for fiscal year 2025. However, in determining executive compensation, the Compensation Committee did not solely rely on comparative data from, nor did the Compensation Committee target any particular level of total compensation or individual component of compensation against, the compensation peer group. While comparative compensation 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.
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, stock price, and strategic-focused goals in an effort to deter imbalanced focus on a single goal. | | ● | Our compensation programs heavily emphasize stock-related compensation that is earned over multi-year periods, which incentivizes our executive team to focus on long-term value creation. | | ● | PSUs granted in fiscal year 2025 contain a 3-year total shareholder return metric and a three-year Company performance factor. | | ● | Annual cash incentives for NEOs and all other eligible company employees are capped at 200% of target, 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. |
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. 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 for tax purposes. 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” which are non-deductible by the Company and 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 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.
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, 2025, 2024 and 2023.
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 | | Gary Owens | 2025 | $777,981 | $4,600,170 | $- | $1,206,800 | $14,940 | $6,599,891 | | CEO and President | 2024 | 754,000 | 3,560,850 | 774,002 | 331,600 | 15,114 | 5,435,566 | | | 2023 | 732,692 | 3,205,716 | 962,521 | 282,750 | 6,692 | 5,190,371 | | John Sakys | 2025 | $474,327 | $1,500,292 | $- | $435,400 | $14,091 | $2,424,110 | | VP and Chief Financial Officer | 2024 | 452,000 | 1,117,982 | 243,022 | 117,600 | 12,688 | 1,943,292 | | | 2023 | 443,077 | 1,049,830 | 306,243 | 93,210 | 15,115 | 1,907,475 | | Brian Archbold | 2025 | $417,232 | $1,350,212 | $- | $352,800 | $14,312 | $2,134,556 | | SVP of Operations and Continuous Improvement | 2024 | 404,000 | 910,936 | 198,042 | 97,200 | 12,442 | 1,622,620 | | | 2023 | 387,307 | 748,210 | 226,725 | 81,120 | 17,165 | 1,460,527 |
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 2025 (Note 1. Description of Business and Summary of Significant Accounting Policies and Note 9. Stock Transactions and Stock-Based Compensation). The grant date fair values of PSUs granted during fiscal year 2025 are reflected based on the grant date assumption that financial and TSR based goals will be achieved at target levels of performance. The value of the annual PSU awards granted in fiscal year 2025, assuming maximum achievement of financial performance and TSR performance thresholds would be: Mr. Owens: $4,600,300; Mr. Sakys: $1,500,410; and Mr. Archbold: $1,350,250. | | (2) The amounts reported in the Option Awards column represent the grant date fair value of nonqualified stock option awards granted to each of the NEOs, calculated in accordance with ASC Topic 718. The grant date fair values have been determined based on the assumptions and methodologies set forth in the Company’s Form 10-K for fiscal year 2025 (Note 1. Description of Business and Summary of Significant Accounting Policies and Note 9. Stock Transactions and Stock-Based Compensation). No stock options were awarded in fiscal year 2025. | | (3) The amounts reported in the Non-Equity Incentive Plan Compensation column reflect the amounts earned by each NEO under the Company’s Short-Term Incentive Plan. | | (4) The fiscal year 2025 amounts reported in the All Other Compensation column reflect 401(k) matching funds for Messrs. Owens, Sakys, and Archbold. |
Grant of Plan-based Awards in Fiscal Year 2025
Grant of Plan-based Awards in Fiscal Year 2025 The following table sets forth certain information with respect to grants of plan-based awards for fiscal year 2025 with respect to our NEOs.
Grant of Plan-based Awards in Fiscal Year 2025
| | | | Estimated future payments under non-equity incentive plan awards(1) | | | Estimated possible payouts under equity incentive plan awards | | | | | | Name | Grant Date | Award Description | Threshold ($) | Target ($) | Maximum ($) | Threshold (# shares) | Target (# shares) | Maximum (# shares) | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock Awards ($)(2) | | Gary Owens | -- | Short-term Incentive Plan | - | 862,000 | 1,724,000 | | | | | - | | | 6/18/2024 | Restricted Stock Units(3) | | | | | | | 25,607 | 2,300,020 | | | 6/18/2024 | Performance Shares(4) | | | | 11,213 | 22,425 | 44,850 | | 2,300,150 | | John Sakys | -- | Short-term Incentive Plan | - | 311,000 | 622,000 | | | | | - | | | 6/18/2024 | Restricted Stock Units(3) | | | | | | | 8,351 | 750,087 | | | 6/18/2024 | Performance Shares(4) | | | | 3,657 | 7,314 | 14,628 | | 750,205 | | Brian Archbold | -- | Short-term Incentive Plan | - | 252,000 | 504,000 | | | | | - | | | 6/18/2024 | Restricted Stock Units(3) | | | | | | | 7,516 | 675,087 | | | 6/18/2024 | Performance Shares(4) | | | | 3,291 | 6,582 | 13,164 | | 675,125 |
Grant of Plan-based Awards in Fiscal Year 2025
| (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. "Target" amounts 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. "Maximum" amounts 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 values of RSUs and PSUs were determined pursuant to FASB Topic 718 based on the assumptions and methodologies set forth in our Form 10-K (Note 1. Description of Business and Summary of Significant Accounting Policies and Note 9. Stock Transactions and Stock-Based Compensation) for fiscal year 2025. | | (3) Restricted stock unit awards vest ratably on June 18, 2025, June 18, 2026, and June 18, 2027. | | (4) The PSUs are earned based on relative TSR and GAAP revenues for three-year performance periods. The GAAP revenues PSUs have a performance period from April 1, 2024 until March 31, 2027, whereas the relative TSR PSUs have a performance period from June 18, 2024 through June 18, 2027. Earned PSUs vest based on the executive's continued service through June 18, 2027. |
Outstanding Equity Awards at March 31, 2025
Outstanding Equity Awards at March 31, 2025 The following table sets forth certain information with respect to outstanding equity awards of our NEOs as of March 31, 2025.
Outstanding Equity Awards at March 31, 2025
| | | Option Awards | | | RSU/PSU 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) | | Owens | 6/18/2024 | | | | | 25,607(2) | 3,038,527 | | | | | 6/18/2024 | | | | | | | 19,242(3) | 2,283,256 | | | 6/18/2024 | | | | | | | 12,804(4) | 1,519,323 | | | 9/1/2023 | | | | | 6,601(5) | 783,275 | | | | | 6/21/2023 | 6,085(6) | 11,811(6) | 131.67 | 6/21/2029 | | | | | | | 6/21/2023 | | | | | | | 9,084(7) | 1,077,907 | | | 6/15/2022 | 10,902(8) | 5,451(8) | 185.57 | 6/15/2028 | | | | | | | 6/15/2022 | | | | | 2,324(9) | 275,766 | | | | | 6/15/2022 | | | | | 2,102(10) | 249,478 | | | | | 10/28/2021 | | | | | 23,117(11) | 2,743,063 | | | | | 9/1/2021 | 15,786(12) | - | 268.85 | 9/1/2027 | | | | | | | 6/15/2020 | 13,795(13) | - | 226.72 | 6/15/2026 | | | | | | | 6/10/2019 | 9,939(14) | - | 203.54 | 6/10/2025 | | | | | | Sakys | 6/18/2024 | | | | | 8,351(2) | 990,930 | | | | | 6/18/2024 | | | | | | | 6,276(3) | 744,710 | | | 6/18/2024 | | | | | | | 4,176(4) | 495,524 | | | 9/1/2023 | | | | | 2,072(5) | 245,864 | | | | | 6/21/2023 | 1,911(6) | 3,708(6) | 131.67 | 6/21/2029 | | | | | | | 6/21/2023 | | | | | | | 2,852(7) | 338,418 | | | 6/15/2022 | 3,468(8) | 1,735(8) | 185.57 | 6/15/2028 | | | | | | | 6/15/2022 | | | | | 793(9) | 94,097 | | | | | 6/15/2022 | | | | | 668(10) | 79,265 | | | | | 9/1/2021 | 4,933(12) | - | 268.85 | 9/1/2027 | | | | | | | 6/15/2020 | 3,951(13) | - | 226.72 | 6/15/2026 | | | | | | | 6/10/2019 | 4,087(14) | - | 203.54 | 6/10/2025 | | | | | | Archbold | 6/18/2024 | | | | | 7,516(2) | 891,849 | | | | | 6/18/2024 | | | | | | | 5,648(3) | 670,192 | | | 6/18/2024 | | | | | | | 3,758(4) | 445,924 | | | 9/1/2023 | | | | | 1,688(5) | 200,298 | | | | | 6/21/2023 | 1,557(6) | 3,022(6) | 131.67 | 6/21/2029 | | | | | | | 6/21/2023 | | | | | | | 2,324(7) | 275,766 | | | 6/15/2022 | 2,568(8) | 1,284(8) | 185.57 | 6/15/2028 | | | | | | | 6/15/2022 | | | | | 535(9) | 63,483 | | | | | 6/15/2022 | | | | | 495(10) | 58,737 | | | | | 9/1/2021 | 3,421(12) | - | 268.85 | 9/1/2027 | | | | | | | 6/15/2020 | 1,780(13) | - | 226.72 | 6/15/2026 | | | | | | | 6/10/2019 | 1,064(14) | - | 203.54 | 6/10/2025 | | | | |
Outstanding Equity Awards at March 31, 2025
| (1) The value of equity awards is based on the closing of the Company’s stock on Nasdaq on March 31, 2025, the last trading day of fiscal year 2025, which was $118.66. | | (2) Represents the annual time-based restricted stock unit award grant for fiscal year 2025. Awards vest ratably on each of June 18, 2025, June 18, 2026, and June 18, 2027, subject to the executive's continued employment. | | (3) Represents relative TSR PSUs granted for fiscal year 2025. Achievement under this award will be measured for the period from June 18, 2024 until June 18, 2027 based on the relative performance of the Company's share price compared to a peer group, defined as the S&P composite 1500 Healthcare Index. This award is presented in the table at 200% of target based on achievement as of March 31, 2025 and thus reflects the potential maximum number of shares that could be distributed at the end of the performance period. The awards vest on June 18, 2027, subject to the executive's continued employment. | | (4) Represents performance stock units granted for fiscal year 2025 with financial performance (GAAP revenue) conditions. The performance achievement under this award will be measured for the period from April 1, 2024 until March 31, 2027. The awards are presented in the table above at 100% estimated achievement based on actual performance to date and estimated future performance. The awards vest on June 18, 2027, subject to the executive's continued employment. | | (5) Represents the annual time-based restricted stock unit award grant for fiscal year 2024. The remaining RSUs vest ratably on each of June 21, 2025, and June 21, 2026, subject to the executive's continued employment. | | (6) Represents the annual stock option grant for fiscal year 2024. Remaining shares vest ratably on each of June 21, 2025, and June 21, 2026, subject to the executive's continued employment. | | (7) 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. No adjustment for the TSR modifier is included, based on performance through March 31, 2025. The TSR modifier could increase the number of shared issues upon vesting by up to 20%, depending on the performance of the Company's share price relative to a peer group, measured through June 21, 2026. The awards vest on June 21, 2026, subject to the executive's continued employment. | | (8) Represents the annual stock option grant for fiscal year 2023. The remaining shares vest on June 15, 2025, subject to the executive's continued employment. | | (9) Represents the annual restricted stock unit award grant for fiscal year 2023. The remaining awards vest on June 15, 2025, subject to the executive's continued employment | | (10) 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 remaining awards vest on June 15, 2025, subject to the executive's continued employment. | | (11) 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 87%. The remaining shares will vest ratably on October 27, 2025 and October 27, 2026. | | (12) Represents non-qualified stock options granted on September 1, 2021. The non-qualified stock options are vested and may be exercised until September 1, 2027. | | (13) 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. | | (14) Represents non-qualified stock options granted on June 10, 2019. The non-qualified stock options are vested, but expired on June 10, 2025, following the end of our fiscal year 2025. |
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 2025.
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 | 21,000 | 19,538 | 19,819 | 2,201,375 | | John Sakys | - | - | 2,341 | 258,083 | | Brian Archbold | - | - | 1,734 | 194,400 |
Options Exercised and Stock Vested
| (1) Determined by multiplying the number of options that were exercised during fiscal year 2025 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. |
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 an Executive Employment Agreement with Mr. Archbold (collectively, the "Employment Agreements"). In June 2025, the Employee Agreements were further amended to adjust the definition of "normal retirement," as described further below. The Employment Agreements generally 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 on 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; and (iii) payment equal to the employer-subsidized cost of 24 months of continued group health plan coverage as of the date of his termination of employment. In addition, 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 of three years or less, (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 generally within 60 days following the date of termination; (ii) pro-rata bonus; and (iii) payment equal to the employer-subsidized cost for 24 months’ of continued group health plan coverage as of the date of his termination of employment. 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 through the change in control or target. Options will remain outstanding and exercisable for their full term, unless otherwise cashed out or cancelled as part of the transaction. If the executive resigns voluntarily without good reason, he will receive no cash severance, and his equity-based awards will be treated as follows: (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. Under the Terms of the Employment Agreements, after June 8, 2025 "normal retirement" generally means the executive officer (i) has attained the age of 60, (ii) has provided at least five years of employment service to the company, (iii) has provided at least twelve months advance notice of his retirement (unless such period is waived or shortened by the Company based on applicable facts and circumstances), (iv) has not departed the Company to pursue a position with a competitor of the Company or any affiliate with whom the Company conducts or plans to conduct material business, (v) engages only in post-termination activities that do not violate applicable restrictive covenants, and (vi) has engaged in appropriate succession planning to support the Company's continued success. Upon termination of employment by reason of an executive’s normal retirement, the executive is entitled to receive, in addition to any accrued payments and benefits, an annual bonus for the year in which the termination of employment occurs based on 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. In addition, based on the retirement provisions contemplated in the 2021 Equity Plan or applicable Award Agreement, all unvested equity awards held by the executive upon the executive’s retirement 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.
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.
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 net (loss) income 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”:
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 (Loss) Income(6) | Adjusted Operating Income(7) | | 2025 | $6,599,891 | $7,940,385 | $2,279,333 | $2,645,565 | $53.50 | $55.41 | $(1,974,000) | $54,005,000 | | 2024 | $5,435,566 | $78,000 | $1,782,956 | $1,100,784 | $49.22 | $73.17 | $254,246,000 | $45,968,000 | | 2023 | $5,190,371 | $(3,599,238) | $1,480,753 | $544,787 | $77.93 | $77.14 | $930,000 | $44,679,000 | | 2022 | $18,076,981 | $16,814,532 | $1,452,226 | $1,785,085 | $113.28 | $111.45 | $1,871,000 | $37,899,000 | | 2021 | $2,557,718 | $9,554,025 | $927,468 | $2,393,032 | $107.96 | $168.65 | $3,274,000 | $36,139,000 |
Pay versus Performance Table
| (1) NEOs included in these columns reflect the following individuals: |
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 | | 2025 | Gary Owens | John Sakys and Brian Archbold |
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). To calculate CAP for each of the years in the table above, the following amounts were deducted from and added to the total compensation numbers shown in the applicable Summary Compensation Tables (SCT): |
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid
| | Fiscal Year | | | | | | | | | | | | 2025 | | 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) | (For PEO) | (Average For Non-PEO NEOs) | | Summary Compensation Table Total | $6,599,891 | $2,279,333 | $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 | (4,600,170) | (1,425,252) | 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: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | 6,362,615 | 1,971,307 | 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 | (366,380) | (160,565) | 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 | (55,571) | (19,258) | 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 | $7,940,385 | $2,645,565 | $78,000 | $1,100,784 | $3,599,238) | $544,787 | $16,814,532 | $1,785,085 | $9,554,025 | $2,393,032 |
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.
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid
| | Fiscal Year 2025 | | Restricted Stock Units | | | Stock Price | $91.60 - $133.69 | | Performance Share Units | | | Volatility | 50% - 55% | | Risk-Free Interest Rate | 3.8% - 3.9% | | Stock Price | $118.66 | | Dividend Yield | 0.47% | | Stock Options | | | Expected Term (years) | 1.1 – 3.6 | | Strike Price | $131.67 - $268.85 | | Volatility | 40% - 54% | | Dividend Yield | 0.5% - 0.6% | | Risk-Free Interest Rate | 3.8% - 4.5% |
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 2020 through the end of the applicable fiscal year, assuming reinvestment of dividends. |
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 in the same peer group considered by the Compensation Committee for purposes of establishing executive compensation targets for fiscal year 2025 (the 2025 compensation peer group, or CD&A peer group) for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, assuming reinvestment of dividends. Three peers from the fiscal year 2024 CD&A peer group, Heska Corporation, Nanostring Technologies, Inc. and Repligen Corporation, were not included in the fiscal year 2025 CD&A peer group. Additionally, the following companies were added to the CD&A peer group for 2025 as the Company included additional peers in compensation benchmarking: |
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid
| o | AtriCure |
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid
| o | Haemonetics Corporation |
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid
| o | LeMaitre Vascular | | o | Standard BioTools Inc. |
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid
| o | Veracyte |
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid
The following table presents the total shareholder return of the fiscal year 2025 CD&A peer group and the fiscal year 2024 CD&A peer group.
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 | FY25 CD&A Peer Group TSR | FY24 CD&A Peer Group TSR | | 2025 | $53.50 | $55.41 | $57.08 | | 2024 | $49.22 | $73.17 | $86.38 | | 2023 | $77.93 | $77.14 | $89.38 | | 2022 | $113.28 | $111.45 | $134.31 | | 2021 | $107.96 | $168.65 | $188.25 |
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. |
Compensation Actually Paid and Company TSR
Compensation Actually Paid and Company TSR The following chart illustrates the relationship between compensation actually paid to Mr. Owens and the average compensation actually paid to the Company’s other NEOs against the Company’s TSR, as well as the relationship between our TSR and the TSR of our FY25 CD&A peer group. As the chart shows, these relationships are 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 stock price changes.
Compensation Actually Paid and GAAP Net Income
Compensation Actually Paid and GAAP Net Income The following chart illustrates the relationship between compensation actually paid to Mr. Owens and the average compensation actually paid to the Company’s other NEOs against the Company’s GAAP net income (loss) for the five years presented in the Pay versus Performance Table. Mesa does not use net income as a performance measure in its executive compensation program.
Compensation Actually Paid and Adjusted Operating Income
Compensation Actually Paid and Adjusted Operating Income The following chart illustrates the relationship between compensation actually paid to Mr. Owens and the average compensation actually paid to the Company’s other NEOs against the Company’s adjusted operating income for the five 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, depreciation, 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 to Company performance.
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 our principal executive officer, Mr. Owens, to the annual total compensation of the median employee of the Company (the “Pay Ratio Disclosure”). For fiscal year 2025, Mr. Owens' annual total compensation was $6,599,891, as reported in the Summary Compensation Table above. The annual total compensation for our median employee was $81,173, resulting in an estimated pay ratio of 81:1.This pay ratio is a reasonable estimate calculated in a manner consistent with applicable SEC rules. In light of the numerous different methodologies, assumptions, adjustments and estimates that companies may apply as permitted under the SEC rules, this information may not be comparable to disclosures furnished by other companies. Consistent with previous years, we identified the median employee based on salary, bonus plan achievement, and the target value of equity awards granted during the fiscal year. We considered such data for all of Mesa's employees as of March 31, 2025, excluding Mr. Owens. We annualized compensation for employees who did not work the entire year, except employees designated as temporary.