mlab20250828_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

MESA LABORATORIES, INC.

	(Name of registrant as specified in its charter)


	(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

TO THE SHAREHOLDERS OF MESA LABORATORIES, INC.:

The 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Mesa Laboratories, Inc. (“we,” “our,” the “Company,” or “Mesa”) will be held on Tuesday, September 8, 2026, at 12:00 p.m. Mountain Time at our corporate headquarters at 12100 West Sixth Avenue, Lakewood, Colorado 80228.

As a shareholder of Mesa Laboratories, Inc. common stock at the close of business on July 10, 2026 (the “Record Date”), you are invited to participate in the Annual Meeting and any postponements or adjournments thereof. You are entitled and requested to vote on the proposals described in the accompanying proxy statement (the "Proxy Statement").

Items of Business Include:

1. The election of the seven director nominees identified in the Proxy Statement for a term of one year (Proposal 1);

2. The ratification of the selection by our Audit Committee of Baker Tilly US, LLP to serve as our independent registered public accounting firm for the fiscal year ending March 31, 2027 (Proposal 2);

3. An advisory vote on executive compensation (Proposal 3);

4. The transaction of such other business as may be properly brought before the Annual Meeting or any adjournment or postponement thereof.

Who Can Vote

Only shareholders of record of Mesa common stock as of the Record Date will be entitled to notice of and to vote at the Annual Meeting and any postponements or adjournments thereof. At the close of business on the Record Date, there were 5,595,869 shares of common stock outstanding. Each share of common stock entitles the shareholder of record to cast one vote on each proposal submitted for voting at the Annual Meeting. It is important that your shares be represented and voted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting in person, please complete and return the enclosed proxy card in the envelope provided or vote by internet or telephone pursuant to instructions provided with the proxy card.

How to Vote

Please vote your shares by signing and returning your proxy card using telephone or internet voting. This will ensure that your shares will be voted whether or not you attend the Annual Meeting. If you are a shareholder of record, you may attend the Annual Meeting and vote in person even if you have previously granted a proxy.

Availability of Materials

We have elected to provide access to our proxy materials over the internet under the Securities and Exchange Commission’s (“SEC”) “notice and access” rules, which we believe results in lower costs and a positive environmental impact due to reduced quantities of materials that will be printed and mailed to shareholders. The Proxy Statement, including the enclosed proxy card, and our Annual Report on Form 10-K (the “2026 Annual Report”) for the fiscal year ended March 31, 2026 (“fiscal year 2026”) are available to view at www.edocumentview.com/MLAB or www.mesalabs.com.

We intend to mail a notice regarding the internet availability of proxy materials (the “Notice of Internet Availability”) to our shareholders on or about July 22, 2026.

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As a shareholder of Mesa as of the Record Date, you are invited to participate in the Annual Meeting, and are entitled and requested to vote on the proposals described in the Proxy Statement. The Notice of Internet Availability instructs you how to submit your proxy or voting instructions form through the Internet. If you would like to receive a paper copy of our proxy materials, the Notice of Internet Availability also explains how to request a paper copy of those materials, including a proxy card that provides instructions on how to submit your proxy by mail or telephone.

By Order of the Board of Directors,

/s/ Siddhartha Kadia, Ph.D.

July 22, 2026

Siddhartha Kadia

President and Chief Executive Officer

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To Our Fellow Shareholders,

On behalf of the Mesa Laboratories, Inc. Board of Directors, I am pleased to share an update on Mesa's progress since our last annual meeting and our focus for the years ahead.

In fiscal year 2026, Mesa delivered solid financial performance while continuing to execute on our long-term strategy and fulfill our mission of Protecting the Vulnerable®. We achieved continued growth in revenues, organic revenues, and adjusted operating income, reflecting our emphasis on creating long-term shareholder value. Across our four divisions, we remain focused on operational discipline, commercial execution, and aligning our resources toward our most attractive opportunities. While certain portions of our business delivered strong results in fiscal 2026, others did not achieve their full potential, and improving consistency across Mesa's portfolio remains a key priority.

After serving as President and Chief Executive Officer since 2017, Gary Owens stepped down from his role in April 2026. On behalf of the Board, we thank Gary for his leadership and for the contributions he made to Mesa, including helping to expand Mesa's portfolio, addressable markets and scale through a period of significant growth.

Following a thorough search process, we welcomed Dr. Siddhartha Kadia as Mesa’s new President and Chief Executive Officer. In his first months at Mesa, Dr. Kadia has engaged closely with our teams and met with customers across our global operations, helping him develop an early understanding of our businesses, markets, and opportunities. He has quickly established a clear focus on strengthening core organic growth, enhancing operational discipline, and aligning employee incentives with long-term shareholder value. I am encouraged by his early perspectives on Mesa and its opportunities, along with the energy he has brought to the organization.

Engagement with our shareholders remains a cornerstone of our governance philosophy. Over the past year, the Board and Management held positive discussions with a significant portion of our shareholder base on a variety of topics, including succession planning, governance practices, compensation plan design, and environmental and social practices. Feedback from these conversations directly influences our decisions and supports our efforts to meet shareholder expectations.

On behalf of the Board, thank you for your continued support. With a strong foundation in place and a continued focus on execution, we are confident in our ability to build on our progress and deliver sustainable, long-term shareholder value in our next chapter.

Sincerely,

/s/ John Sullivan, Ph.D.

John Sullivan

Chairperson of the Board of Directors

iii

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Notice of Annual Meeting of Shareholders	i
Letter from the Chairperson of the Board	iii
Proxy Statement Summary	2

Proposal 1. Election of Directors	8
Director Nominees	8
Corporate Governance and Board Committees	16
Beneficial Ownership of Equity Securities of the Company	16
Section 16(a) Beneficial Ownership Reporting Compliance	16
Director Compensation	26
Proposal 2. Ratification of the Appointment of Baker Tilly US, LLP as Independent Auditors	27
Audit and Non-Audit Fees	28
Audit Committee Report	29
Proposal 3. Advisory Vote to Approve Executive Compensation	30
Compensation Committee Report	31
Compensation Discussion and Analysis	32
Named Executive Officers	32
Executive Summary	33
Compensation Philosophy and Practices	37
Components of Executive Compensation	39
Executive Compensation Process and Policies	45
Executive Compensation Tables	46
Pay versus Performance	58
About the Meeting - Frequently Asked Questions	65
Certain Relationships and Related Transactions	67
Proposals of Shareholders	67
Annual Report	68
Other Business	68
Incorporation by Reference	68
Availability of Annual Report on Form 10-K	68
	69
Appendix A, Reconciliation of GAAP to Non-GAAP Financial Measures	A-1

Proxy for the Annual Meeting of Shareholders	1

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proxy statement summary

This summary highlights information contained in this Proxy Statement. It does not contain all information you should consider. Please read the entire Proxy Statement before voting.

ABOUT MEsa Laboratories, Inc.

Mesa Laboratories, Inc. is a global leader in the design and manufacture of life sciences tools and critical quality control solutions for regulated applications in the pharmaceutical, healthcare and medical device industries. We offer products and services to help our customers ensure product integrity, increase patient and worker safety, and improve the quality of life throughout the world. We have manufacturing operations in the United States and Europe, and our products are marketed by our sales personnel in North America, Europe and the Asia Pacific region ("APAC"), and by independent distributors throughout the world.

We operate under the four pillars of the Mesa Way, our customer-centric, lean-based system for continuously improving our high-margin, niche businesses. The Mesa Way is focused on: "Measuring What Matters" based on our customers' perspectives; "Empowering Teams" with the tools and accountability to deliver value and exceed customer expectations; "Sustainably Improving" to continuously enhance our processes, products and services; and "Always Learning" to cultivate adaptability by reflecting on outcomes, sharing knowledge, and building capabilities across the organization.

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Annual MEETING Agenda & Voting Recommendations

Proposal	Unanimous Board Vote Recommendation	Page Reference
1. Election of seven director nominees named in this Proxy Statement for a term of one year	FOR	8
2. Ratification of the selection by our Audit Committee of Baker Tilly US, LLP to serve as our independent registered public accounting firm for the fiscal year ending March 31, 2027	FOR	27
3. Advisory vote on executive compensation	FOR	30

Overview of Director Nominees

Each of the seven nominees to our Board of Directors ("the Board") has extensive leadership and business experience. All of our director nominees currently serve as directors. Dr. Kadia was appointed to the Board in April 2026, and the remaining directors were elected at our prior annual meeting. For more information about our Board nominees, please see "Proposal 1. Election of Directors."

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The Board recognizes the importance of refreshment to bring new perspectives and believes we maintain a healthy mix of newer and seasoned directors, with four of the seven members joining the Board within the last five years. The Nominating and Governance Committee and the full Board are committed to maintaining a Board composed of directors with a diverse range of experiences, perspectives, and skillsets, as well as relevant professional expertise. We believe our Board composition positions the Board to effectively oversee Mesa's business strategy, including organic and acquisitive growth, and to represent the long-term interests of our shareholders.

The Board conducts an annual self-assessment to evaluate whether it maintains an appropriate balance of skills and attributes to effectively oversee the business. In addition, each Board member and committee self-evaluates their performance and effectiveness on an annual basis. The results of these evaluations are reviewed by the full Board, and opportunities for improvement are pursued.

Governance Highlights

We are committed to maintaining strong corporate governance practices that support long-term shareholder value and effective oversight of our business. The following highlights reflect key elements of our governance framework in fiscal year 2026:

Governance Best Practices

✔ Requiring directors and named executive officers ("NEOs") to maintain meaningful stock ownership

✔ Incorporating relative total shareholder return ("TSR") in executive compensation design

✔ Regularly reviewing and updating executive compensation programs

✔ Using distinct performance metrics for short-term and long-term performance incentives

✔ Maintaining a clawback policy applicable to performance-based compensation for our NEOs

✔ Maintaining a Lead Independent Director role

✔ Ensuring Board composition reflects diverse perspectives

✔ Maintaining an independent Board majority

✔ Conducting robust shareholder outreach

✔ Maintaining our corporate responsibility programs, including disclosing Scope 1 and Scope 2 gas emissions

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Executive Compensation Highlights

Mesa seeks to provide an executive compensation program that attracts and retains high-performing talent and aligns the interests of our executive officers with those of our shareholders. Our program is designed to motivate the achievement of both near-term corporate objectives and long-term strategic goals, including organic and acquisitive growth. For a more detailed description of our executive compensation program, refer to the Compensation Discussion and Analysis beginning on page 32 of this Proxy Statement.

Below are highlights of our executive compensation program:

What We Do

What We Don't Do

✔

Long-Term Incentives: Our PSU awards incorporate a multi-year performance period and post-vesting holding requirements to promote long-term shareholder alignment.

No Guaranteed Bonuses or Pay Increases: We do not provide guaranteed bonuses or pay increases.

✔

Pay for Performance: The majority of executive compensation is at-risk and tied to company performance through annual cash incentives and long-term equity awards.

No Hedging or Pledging: We prohibit hedging or pledging of our securities.

✔

Consistent Benefits: Our benefits program offers the same core benefits to all employees.

No Excess Perquisites: We do not provide excessive perquisites to our employees.

✔

Benchmarking: We benchmark executive compensation annually against a peer group of companies with similar industry, size, and business complexity characteristics.

No Tax Gross-ups: We do not provide tax gross-up payments, including upon a change in control.

✔

Independent Consulting: We engage an independent compensation consultant annually to advise on executive compensation program design and governance.

No Supplemental Retirement Plans: We do not provide supplemental executive retirement plans or deferred compensation plans.

✔

Stock Ownership: Executive officers are subject to stock ownership guidelines designed to align their interests with those of shareholders.

No Option Repricing: We do not reprice stock options without shareholder approval.

✔

Clawback Policy: We maintain a clawback policy that permits recovery of incentive compensation from executive officers when appropriate.

No Dividends Prior to Vesting: Dividends on Equity awards are not paid until the awards have vested.

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Fiscal Year 2026 Performance-Based Compensation Structure

The charts below illustrate the allocation of target direct compensation among the types of compensation provided to our Chief Executive Officer and other NEOs, including base salary, annual cash incentives, and long-term equity awards (based on grant date fair value). A substantial majority of compensation is performance based, with approximately 87% of CEO compensation and 79% of other NEO compensation at risk.

*NEO Compensation Mix represents the average compensation of our Chief Financial Officer and our Senior Vice President of Operations and Continuous Improvement during fiscal year 2026.

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Shareholder Engagement

Our Board and management value the perspectives of our shareholders and are committed to regular engagement. We maintain a dialogue regarding our business and growth strategy, financial performance, and governance through our formal investor outreach program. We conduct proactive outreach through one-on-one meetings and conferences, seeking direct feedback to inform our understanding of shareholder perspectives. In addition, our Lead Independent Director is available for consultation at the request of shareholders. As part of our annual shareholder engagement, in fiscal year 2026:

We extended invitations to shareholders owning over 70% of our outstanding shares in fiscal year 2026. Ultimately, we held meetings with shareholders owning approximately 35% of our outstanding shares. These discussions included members of the Board and senior members of management. In addition, our management team regularly engages one-on-one with investors to discuss business performance.

Overall, shareholders expressed satisfaction with the design and governance of our executive compensation plans. Consistent with fiscal year 2026, PSUs granted in the fiscal year ending March 31, 2027 ("fiscal year 2027") will have a single performance metric and will vest based on Mesa's stock price performance relative to a defined peer group, the S&P Composite 1500 Healthcare Index, over a three-year period. In addition, we have increased the post-vesting holding period of any shares received from one year to two years, reinforcing the alignment between executive compensation and long-term shareholder value. Shareholders also engaged with us on broader governance topics, including Board composition, oversight, and leadership succession. Our discussions generated meaningful feedback that was communicated to and considered by the full Board, with changes implemented where appropriate.

Shareholder feedback will continue to be instrumental in shaping our decisions and priorities relating to our human capital management initiatives, corporate governance, executive compensation, and corporate responsibilities initiatives and disclosures. We believe our shareholder outreach process enables us to remain focused on the issues that matter most to our shareholders.

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PROPOSAL 1

ELECTION OF DIRECTORS

Director Nominees

There are seven nominees for director, all of whom are current directors of Mesa and have been nominated for election or re-election by the Nominating and Governance Committee and the Board. Information about the Board and each director nominee is included in this section. If elected, each director nominee will serve for a one-year term until the 2027 annual meeting of shareholders and until their successor has been duly elected and qualified, or until their earlier death, resignation, or removal.

Nominee's Name	Year First Elected Director	Position(s) with Mesa
John Sullivan	2009	Director, Chairperson of the Board
Siddhartha Kadia	2026 (appointed by Board)	Director, President and Chief Executive Officer
Shiraz Ladiwala	2021	Lead Independent Director
Jennifer Alltoft	2019	Director
Mark Capone	2024	Director
Shannon Hall	2020	Director
R. Tony Tripeny	2022	Director

After consideration of the individual qualifications, skills, and experience of each nominee, as well as their 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 Mesa. 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 Mesa.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH of the nominees for election as A Director of the Company.

Board Composition

Board Overview

Mesa’s corporate powers are exercised by or under the authority of, and the business and affairs of Mesa are managed under the direction of, the Board. The Board oversees the CEO in the competent and ethical operation of Mesa and seeks to ensure that the long-term interests of shareholders are served. The Board, in conjunction with management, reviews corporate strategy and establishes broad corporate policies, but is not involved in day-to-day operations. The Board meets regularly throughout the year to review significant developments affecting Mesa and to act on matters requiring Board approval, and holds special meetings from time to time as needed.

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Board Accountability

As part of its ongoing commitment to good corporate governance, the Board has codified its corporate governance practices in a set of Corporate Governance Guidelines and has adopted written charters for each of its committees. The Board reviews each committee charter at least annually and reassesses its adequacy as appropriate. The Board has also adopted a Code of Ethics and Conduct applicable to directors, officers, consultants, and employees. The Corporate Governance Guidelines, the charters of the Audit, Compensation, and Nominating and Governance Committees, and the Code of Ethics and Conduct are available on our website at investors.mesalabs.com/governance/governance-documents.

In fiscal year 2026, the Board met four times. Each of our directors attended all meetings of the Board.

Board Refreshment

We do not have staggered terms for the Board; directors are elected at each annual meeting and serve until the next annual meeting, when their successor is duly elected and qualified, or their earlier resignation or removal. Fifty-seven percent of director nominees have joined the Board within the last five years, resulting in a balanced mix of short- and long-tenured directors. The average tenure of our non-executive directors is 6.1 years.

Board Skills, Background and Experience

We believe in electing and retaining directors who have demonstrated the ability to make meaningful contributions to the Board's oversight of Mesa.

Our directors bring a diverse mix of professional qualifications, skills, and backgrounds, as well as relevant experience that we believe contributes to a well-rounded Board positioned to effectively oversee our strategy and serve the long-term interests of our shareholders. The Board is committed to maintaining a composition that reflects a broad range of qualifications, skills, attributes, and tenures. Six of our seven director nominees (85%) are independent under Nasdaq Rule 5605, two (29%) are female, and two (29%) identify as racially diverse.

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We continually evaluate our directors' skillsets, backgrounds and expertise for alignment with our strategic goals. Our directors bring extensive experience in areas critical to Mesa's long-term success. Our Nominating and Governance Committee evaluates the qualifications and skills required for effective Board oversight annually. In doing so, the Committee considers the Company's size and complexity, strategic priorities, and evolving external environment. Each director also completes an annual self-assessment of their experience and skills.

Below, we highlight the key skills and experience that our Nominating and Governance Committee has identified as critical. Collectively, our Board possesses the qualifications and experience we value, supporting effective Board oversight and execution of our strategy.

We may consider additional factors when seeking to fill certain positions on the Board. For example, when appointing an Audit Committee chair, we emphasize financial expertise and have historically interviewed only candidates who have served as Chief Financial Officer of a public company. In addition to considering the skills of each director, we also evaluate the time each director is able to devote to Board responsibilities. None of our directors have commitments on other boards that would interfere with their ability to devote sufficient time and attention to the affairs of the Board. With the exception of Mr. Tripeny, Mr. Capone, and Dr. Kadia, no director has held any other public company directorships during the past five years.

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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 the date of this Proxy Statement. The age of each director is as of September 8, 2026, 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 commitment to Mesa, including by preparing for meetings, supporting our strategic vision, asking constructive questions, and productively challenging management. We also believe that each director, through their personal accomplishments and in service to Mesa, has demonstrated high integrity, strong intellectual acumen, sound business judgment, and strategic vision.

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Corporate Governance and Board Committees

Highlights

We believe that strong corporate governance is the foundation of a well-run company capable of focusing on strategic objectives and creating long-term shareholder value. The Board and management regularly review best practices in corporate governance and modify our policies and practices as appropriate.

Corporate Governance Highlights
✔	Lead Independent Director	✔	Code of Business Conduct and Ethics
✔	Executive sessions of independent directors	✔	Third-party ethics hotline with anonymous reporting
✔	Independent compensation consultant	✔	Annual shareholder vote on executive compensation
✔	No shareholders' rights plan (poison pill)	✔	Stock ownership guidelines for directors and NEOs
✔	Annual Board self-evaluations	✔	Directors serve one-year terms and are elected annually
✔	Annual stock grants to non-employee directors	✔	NEO cash bonuses and equity awards subject to clawback

Board Leadership Structure

Under Mesa’s independence standards set forth in our Governance Guidelines, a director cannot be considered independent if he or she has served as an executive at Mesa at any time. These standards are more restrictive than the Nasdaq independence guidelines, which permit a former executive to be considered independent three years after leaving such role. Accordingly, while Dr. Sullivan, a former CEO of Mesa, is considered independent under Nasdaq rules, he is not independent under our Governance Guidelines.

Our Board maintains a leadership structure that includes both a Chairperson and a Lead Independent Director, as our Chairperson is not independent. The Lead Independent Director is selected by all independent directors and plays a critical oversight role. Our Chief Executive Officer serves on the Board but does not serve as Chairperson and is not independent under Nasdaq rules. The Board believes this leadership structure, combining a separate Chairperson and Lead Independent Director with independent Board oversight, provides effective governance by ensuring independent oversight of management while supporting alignment on Mesa's strategic objectives. The Board appoints a Chairperson and Lead Independent Director following each Annual Meeting.

Chairperson

As of the date of this Proxy Statement, Dr. Sullivan serves as Chairperson of the Board. Following his retirement as Mesa’s Chief Executive Officer, Dr. Sullivan continued to serve as an employee of Mesa in a part-time investor relations role until his retirement from Mesa in January 2021. Because Dr. Sullivan is not independent, the Board appointed a Lead Independent Director. The Board believes that having a Chairperson with significant knowledge of Mesa's business, strategy, and operations supports effective Board leadership and oversight.

The Chairperson has the authority to call meetings of the Board and presides over Board meetings. The Chairperson seeks input from the Lead Independent Director, the Chief Executive Officer, and other directors in establishing agendas for Board meetings. The Chairperson is also responsible for communicating with directors regarding matters that arise outside the context of Board meetings and may retain counsel or other advisors as appropriate in the discharge of his duties.

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Lead Independent Director

As of the date of this Proxy Statement, Mr. Shiraz Ladiwala serves as Lead Independent Director. In his capacity as Lead Independent Director, Mr. Ladiwala is responsible for the following key responsibilities:

Primary Responsibilities of the Lead Independent Director
✔	Presiding at executive sessions of the independent directors and preparing agendas for those sessions	✔	Overseeing the flow of information to the Board and ensuring directors receive appropriate information on a timely basis
✔	Acting as liaison among the CEO, the Chairperson, and the independent directors	✔	Presiding at Board meetings in the absence of the Chairperson
✔	Assisting the Chairperson in establishing agendas for Board meetings	✔	Authorizing the retention of outside advisors and consultants who report directly to the Board on Board-wide matters
✔	Being available for consultation and direct communication with shareholders upon request

Executive Sessions

The Board holds executive sessions of the independent directors in connection with each regularly scheduled Board meeting and as otherwise deemed necessary by the Lead Independent Director. Executive sessions exclude non-independent directors, and the Lead Independent Director is responsible for presiding over these sessions. The Audit Committee and the Compensation Committee also meet regularly in executive session. During these sessions, the independent directors may consider matters raised during Board meetings or otherwise identified by the independent directors.

Independence

Under applicable Nasdaq requirements, a majority of directors, as well as all members of the Audit Committee, Compensation Committee, and Nominating and Governance Committee, must be independent. The Board has affirmatively determined that each of the following individuals who served on the Board during fiscal year 2026 is “independent” under our Governance Guidelines: Shiraz Ladiwala, Jennifer Alltoft, Mark Capone, Shannon Hall, and R. Tony Tripeny. The Board has also affirmatively determined that each member of each standing committee is independent under the applicable committee independence requirements. Dr. Kadia is not an “independent director” because he serves as Chief Executive Officer of Mesa. As discussed above, although Dr. Sullivan could qualify as independent under Nasdaq rules, he is not independent under our Governance Guidelines.

Annually, the Nominating and Governance Committee reviews the independence of its directors to determine whether any relationships, transactions, or arrangements involving a director or any family member or affiliate may impair independence prior to recommending nominees for appointment. Based on that review, none of the independent directors has any such relationships, transactions, or arrangements. There are no family relationships among our executive officers, directors, and any person nominated or chosen to become an executive officer or director.

Annual Meeting Attendance

Because shareholder attendance at our annual meetings has historically been limited, we do not require our directors to attend our annual meetings of shareholders.

Board Committees

We maintain three standing committees: the Compensation Committee, the Audit Committee, and the Nominating and Governance Committee. Each committee operates pursuant to a written charter adopted by the Board that sets forth its responsibilities and provides for an annual evaluation of its performance. The Board reviews each committee charter at least annually and reassesses its adequacy as appropriate. The charters of all three standing committees are available on the Investors page of our corporate website at investors.mesalabs.com/governance. All standing committees are composed entirely of independent directors. In addition to these standing committees, the Board may from time to time convene other committees or working groups to address specific matters, which may include directors who are not independent. For example, the Board has previously convened a finance task force to oversee capital raises, and a succession sub-committee of the Nominating and Governance Committee to identify a CEO.

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Pursuant to its charter, the Compensation Committee assists the Board in fulfilling its oversight responsibilities over the compensation of executive officers and the administration of our compensation and benefit plans. The Compensation Committee's responsibilities and duties include but are not limited to:

●

Compensation Strategy: Overseeing the development and assessment of compensation strategies and policies for Mesa's executive officers.

●

NEO Compensation: Evaluating the performance of the CEO on an annual basis and reviewing and approving compensation for the CEO and other executive officers.

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Director Compensation: Reviewing director compensation for Board and Committee service and recommending changes to the Board.

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Equity Programs: Administering Mesa's equity-based incentive plans.

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Shareholder Voting: Overseeing Mesa’s (i) submissions to shareholders on executive compensation matters, including advisory votes on executive compensation and the frequency of such votes and (ii) engagement with proxy advisory firms and other shareholder groups on executive compensation matters.

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CD&A: Reviewing the Compensation Discussion and Analysis required to be included in the proxy statement and recommending related disclosures to the Board for filing.

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Retirement Programs: Reviewing and approving any changes to Mesa's contributions under retirement plans.

●

Employment and Change of Control Agreements: Negotiating and determining the terms of executive officer employment agreements and approving all change in control severance agreements.

In addition, the Board has appointed the Compensation Committee to administer the Mesa Laboratories, Inc. 2021 Equity Incentive Plan as Amended (the “2021 Equity Plan”) and to make awards under the 2021 Equity Plan, including as described under "Compensation Discussion and Analysis." The Compensation Committee may delegate authority to approve stock-based compensation awards to Mesa’s officers for grants to plan participants other than NEOs or non-employee directors, unless such delegation would be contrary to the intent of the Board, the Amended and Restated Bylaws of Mesa (the “Bylaws”) or the Amended and Restated Articles of Incorporation of the Company (the “Articles of Incorporation”), or applicable law or Nasdaq rules. The Committee has, for several years, including fiscal year 2026, delegated this authority to the Chief Executive Officer for grants to non-NEO employees. Additionally, the Compensation Committee has the authority to engage outside consultants or purchase compensation surveys, as needed, to support its evaluation of executive compensation levels.

The Board has determined that each member of the Committee qualifies as a “Non-Employee Director” under Rule 16b-3 promulgated by the Securities and Exchange Commission (the "SEC"). The CEO and other officers, upon request, may attend meetings of the Compensation Committee, but no officer may attend a meeting where their compensation is being considered. No member of the Compensation Committee, nor any organization with which a member is affiliated, received any payments from Mesa during fiscal year 2026 other than those disclosed under “Director Compensation.”

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Pursuant to its charter, the Audit Committee is responsible for overseeing Mesa's accounting and financial reporting processes and the audits of Mesa's financial statements. The Audit Committee's responsibilities and duties include but are not limited to:

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Independent Auditor Selection and Oversight: Selecting, appointing and retaining Mesa's independent auditors, and reviewing their qualifications, performance and independence.

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Auditor Compensation and Services Oversight: Approving the compensation of the independent auditors, approving and overseeing all auditing services (and any pre-approved non-audit services), overseeing Mesa's relationship with its independent auditors, and evaluating significant financial reporting matters raised by management or the independent auditors.

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Auditor Independence and Rotation: Overseeing the rotation of the engagement audit partner as required by SEC rules, and considering rotation of the audit firm for independence purposes.

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Audit and Financial Information Review: Reviewing audited and interim financial statements, earnings releases and other financial information and, if appropriate, recommending inclusion of audited financial statements in Mesa's Annual Report on Form 10-K.

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Internal Controls Oversight: Reviewing the activities performed by management to provide reasonable assurance as to the adequacy and effectiveness of Mesa's financial controls, and monitoring management’s assessments of the effectiveness of internal control over financial reporting.

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Information Technology and Cybersecurity Risk Oversight: Reviewing the activities of management to monitor the effectiveness of and the risks related to information technology, including data integrity and protection, cybersecurity, and use of artificial intelligence.

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Accounting Personnel and Succession Planning: Reviewing the adequacy of the professional qualifications of Mesa's accounting personnel and assessing succession planning within Mesa's accounting organization.

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Whistleblower and Complaint Procedures: Establishing procedures for the receipt, retention and treatment of complaints received by Mesa regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by Company employees of concerns regarding such matters.

The Audit Committee also acts to ensure open lines of communication among our independent auditors, internal audit function and financial management. The Chairperson of the Audit Committee meets individually with external audit, including the partner of our independent audit firm, and our CFO on a quarterly basis to stay abreast of potential risks or changes in Mesa's accounting and finance departments. Additionally, the Audit Committee meets quarterly with members of Mesa's finance team to discuss periodic financial reports in detail prior to the full Audit Committee meetings, ensuring that the Audit Committee has sufficient time to review the documents and that management is able to thoroughly address concerns or recommended changes in the SEC documents prior to the formal Audit Committee meeting.

In performing its functions, the Audit Committee acts only in an oversight capacity and necessarily relies on the work and assurance of Mesa's management and independent auditors which, in their reports, express opinions on the fair presentation of Mesa's financial statements and the effectiveness of Mesa's internal control over financial reporting. The full Audit Committee holds executive sessions at least quarterly with the audit partner for continued assessment of the performance, effectiveness, and independence of the independent audit firm.

As previously stated, the Board has determined that each member of the Audit Committee is independent, including under heightened director independence standards for audit committee members, and that each has sufficient knowledge of financial and auditing matters to serve on the Audit Committee. Our Board has determined that Mr. Tripeny qualifies as an “audit committee financial expert” as defined under the applicable rules of the SEC.

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Pursuant to its charter, the Nominating and Governance Committee is responsible for:

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Board Member Identification and Selection: Assisting the Board by identifying qualifications of potential Board members, identifying individuals qualified to become Board members, and recommending director nominees and committee assignments.

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Board Composition and Structure: Periodically reviewing and making recommendations regarding the size, composition, and needs of the Board and its committees.

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Board Leadership Appointments: Annually nominating a Chairperson of the Board, and, if applicable, a Lead Independent Director, for full Board discussion and vote.

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Board and Committee Evaluations: Leading the Board in its annual review of the Board’s committees and overseeing related self-assessments.

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Director Onboarding and Education: Overseeing the onboarding and training of new directors and the continuing education of existing directors.

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Succession Planning: Overseeing succession planning for the Chief Executive Officer and broader management team.

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Governance Framework Oversight: Overseeing, reviewing and, where appropriate, making recommendations concerning Mesa’s governance guidelines, policies, and overall governance framework.

●

Corporate Responsibility Oversight: Assisting the full Board by overseeing Mesa’s corporate responsibility program.

The Nominating and Governance Committee also coordinates our director orientation and continuing education program on behalf of the Board. Orientation and training programs are established for new directors to familiarize them with Mesa's products, markets, and organization, along with corporate governance issues. Additional training is available for directors in leadership roles, such as committee chairs and the Chairperson. External continuing education resources for directors have been established to keep Board members abreast of best practices in corporate governance and emerging business trends.

Risk Oversight and Enterprise Risk Management

Mesa operates in a complex and rapidly changing environment that involves many potential risks. In addition to general market, industry, R&D, supply chain, political, and economic risks, Mesa faces potential risks related to, among others, the integration of any new acquisitions which are consummated as part of our overall growth strategy; information technology and cybersecurity; data privacy; financial controls and reporting; manufacturing and quality; legal, regulatory and compliance requirements and developments; finance; the global nature of our operations; human capital management and retention; and environmental and social responsibility.

As a company committed to operating ethically and with integrity, we proactively seek to manage and, where possible, mitigate risks to help ensure compliance with applicable rules and regulations; maintain integrity and continuity in our operations and business, including in support of achieving strategic priorities and long-term financial and operational performance; protect our assets (financial, intellectual property, and information, among others); and enhance shareholder and other stakeholder value. Risk management is an enterprise-wide objective subject to oversight by the Board and its committees.

Management is responsible for the day-to-day management of risks we face, while the Board, as a whole and through its committees, is responsible for overseeing our risk management processes. Our Enterprise Risk Management ("ERM") program provides an ongoing process at all levels across each business unit and corporate function to identify, assess and monitor risk, and to implement mitigating actions, if possible. When the ERM process identifies a material risk, it will be elevated through the management team to the Board for its review and consideration if necessary. Both the full Board and its committees periodically receive and review presentations from management regarding risks facing the company to assess whether it is functioning effectively.

Senior management attends regular meetings of the Board, providing presentations on operations and risk exposure and mitigation activities. Specific examples of risks primarily overseen by the full Board include, but are not limited to, legal risks, competition risks, industry risks, economic risks, business operations risks, commercial and regulatory compliance risks, quality risks, cybersecurity risks, reputational risks and risks related to acquisitions and dispositions. Each of our committees has access to Mesa's officers and employees, and our Board and committees also meet without members of management present.

To further embed risk management and compliance into our culture, Mesa seeks to implement comprehensive policies and procedures, train employees on how to implement and comply with them and maintain a comprehensive program of oversight and audit to help ensure compliance and appropriate enterprise risk management. The Board also has approved a Code of Business Conduct and Ethics and other related policies to help manage and mitigate risk globally.

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Specific board committees are responsible for overseeing specific types of risk, as shown below:

Compensation Committee

The Compensation Committee assists the Board in fulfilling its oversight responsibilities regarding the management of risks arising from our compensation policies and programs.

●

Designing compensation programs to disincentivize excessive or inappropriate risk-taking

●

Implementing compensation practices that are in the best interest of both Mesa and its shareholders

Audit Committee
The Audit Committee regularly reviews with management and the independent auditors significant financial risk exposures and the processes management has implemented to monitor, control and report such exposures.
●	Reviewing financial statements	●	Reviewing related-party transactions
●	Evaluating internal control over financial reporting, including disclosure controls and procedures	●	Evaluating Mesa's cybersecurity program and responses to cybersecurity threats and Mesa's use of artificial intelligence.
●	Evaluating the response of management to reports regarding suspected violations of our Code of Ethics and Conduct

Nominating and Governance Committee
The Nominating and Governance Committee assists the Board in fulfilling its oversight responsibilities regarding the management of risks associated with Board organization, membership and structure.
●	Annually evaluating qualifications, independence, and diversity of the members of the Board	●	Planning for CEO Succession
●	Providing oversight of Mesa's corporate governance framework and related practices	●	Reviewing Mesa's Code of Ethics and Conduct
●	Overseeing the Company’s Corporate Responsibility initiatives

The full Board is responsible for management of risks relating to potential mergers, acquisitions, divestitures, joint ventures and other key strategic transactions outside the ordinary course of the Company’s business.

Our Board is apprised by the chairperson of each Board committee of significant risks and management’s responses via periodic updates at regularly scheduled Board meetings. The leadership structure of our Board supports the Board’s oversight of our risk management.

Oversight of Cybersecurity

The Audit Committee receives reports, including with respect to risks and risk management, and relevant legislative, regulatory, and technical developments, from senior management on data security, cybersecurity, and information security-related matters at least quarterly. The full Board receives a report on these discussions from the chair of the Audit Committee as needed based on the nature of the risk environment.

Oversight of Corporate Responsibility Risks

The Board has been highly engaged with management regarding the evolution of corporate responsibility practices and reporting. The Board oversees Mesa's assessment and response to risks as well as its long-term strategy. Given the cross-functional nature of corporate responsibility, oversight is the responsibility of the Board, with certain goals allocated to appropriate committees. For example, the Compensation Committee may provide oversight of our approach to cultivating an inclusive workforce. The Nominating and Governance Committee oversees corporate responsibility, including best practices in governance. The Audit Committee oversees disclosure practices related to corporate responsibility.

Sustainability and Corporate Responsibility

Echoing the Mesa Way, we see every day as an opportunity to improve - from water conservation and energy efficiency to employee development and data security. Through our work and that of our customers, we hope to build more livable, sustainable communities that help us protect the vulnerable around the world.

Corporate Responsibility Framework: Three Areas of Focus

Mesa recognizes specific corporate responsibility factors that create value and are highly relevant to our business and stakeholders. We hope to continue cultivating the transformational potential that excellent corporate responsibility can have with respect to our people, processes, and products.

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Our products and solutions are used by customers around the world to protect the integrity of processes, ensure safety, and provide accurate, reliable information. By delivering the highest caliber products and services possible to a broad range of industries and applications, we are committed to protecting society and individuals. In alignment with the value we bring to our customers, we believe that conducting our business by sustaining the environment, supporting our local communities, embracing an inclusive workforce, and adhering to a strong culture of compliance and ethics will positively impact our customers, stockholders, employees, community, and environment.

Guidelines for Business Conduct and Governance

Our Code of Ethics and Conduct is applicable to all of Mesa's directors, officers and employees. The Code of Ethics and Conduct contains written standards that are designed to deter wrongdoing and includes provisions regarding ethical conduct, conflicts of interest, proper disclosure in all public communications, compliance with all applicable governmental laws, rules and regulations, and the prompt reporting of violations of the Code of Ethics and Conduct and accountability for adherence to the Code of Ethics and Conduct. Additionally, the Code of Ethics and Conduct sets forth information and procedures for employees to report ethical or accounting concerns, misconduct, or violations of the Code of Ethics and Conduct in a confidential manner. The Code of Ethics and Conduct may be found on our website at investors.mesalabs.com/governance/governance-documents. Based on information submitted by the directors and executive officers, none of our directors or executive officers is involved in, or has been involved in, legal proceedings during the past ten years that are material to an evaluation of the ability or integrity of any such director or executive officer.

Stock Ownership and Insider Trading Policies

The Board has adopted share ownership guidelines relating to ownership of Mesa's securities by Mesa's executive officers and non-employee directors. Subject to the terms of the policy:

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Each non-employee director must acquire and continue to own shares of Mesa's common stock with a minimum value of at least three times the director's total annual Board retainer within five years after the director's first election to the Board;

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The CEO must acquire and continue to own five times their base salary in shares of Mesa's common stock within five years of their tenure; and

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Each of the other executive officers must acquire and continue to own three times their base salary in shares of Mesa's common stock within five years of their tenure.

The value of shares held is calculated by multiplying the number of shares held by the average price of our common stock over a specified period of time. For the purposes of this policy, shares held directly or indirectly (for example by a spouse, trust, or controlled entity), and unvested restricted stock units count as ownership. Unexercised options and unearned performance stock units are not counted towards meeting the guidelines. All directors and executive officers currently comply with their respective share ownership requirements or are on track to meet them.

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Under Mesa's insider trading policy, employees, including executive officers and directors, are prohibited from engaging in the following transactions with respect to Mesa's stock: short sales, put or call option transactions, trades on margin or pledges of Company securities, or hedging transactions relating to securities issued by Mesa. Our insider trading policy also establishes blackout periods and other procedures governing trading in Company securities. Gifts (transfers of Company stock without consideration) are allowable with prior approval from an appropriately designated person, but are prohibited during a period when an insider is not permitted to trade.

Board Self-Evaluation

The Board is required to conduct an annual self-evaluation, overseen by our Nominating and Governance Committee, to determine whether the Board and its committees are functioning effectively. The Nominating and Governance Committee reviews the results and presents actionable recommendations to the full Board to enhance overall performance and governance practices. Each of our committees and Board members also perform an evaluation.

Interested Party Communications

Shareholders and other interested parties may communicate with one or more members of the Board by writing to all or any of the following: Audit Committee Chairperson, Compensation Committee Chairperson, Nominating and Governance Committee Chairperson, c/o Corporate Secretary, Mesa Laboratories, Inc., 12100 West Sixth Avenue, Lakewood, CO 80228. All mail received will be opened and screened for security purposes. All mail other than trivial or obscene items will be forwarded. Mesa will forward any remaining shareholder communication to the Chairperson, as a representative of the Board, and/or to the director to whom the communication is addressed on a periodic basis. Mesa will forward such communication by certified U.S. Mail to an address specified by each director of the Board for such purposes or by secure electronic transmission.

Director Nominations

In evaluating potential director candidates, the Nominating and Governance Committee considers the appropriate balance of experience, skills and characteristics required of the Board, and seeks to ensure that at least a majority of the directors are independent. In identifying potential new director candidates, the Nominating and Governance Committee may rely on recommendations made by current directors and officers. Additionally, the Nominating and Governance Committee will consider candidates recommended by shareholders on the same basis as candidates recommended by other parties. The Nominating and Governance Committee believes that the backgrounds and qualifications of the directors, considered as a group, should provide a diverse mix of experience, knowledge, and skills.

The Nominating and Governance Committee believes that the following minimum qualifications must be met by all directors:

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High ethical character, with no conflict of interest in serving;

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A commitment to Mesa's long-term business success and the long-term interests of shareholders;

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Sufficient time and availability to discharge Board and committee responsibilities effectively;

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Personal and professional reputation that is consistent with Mesa's image and reputation;

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Established record of personal accomplishment in their field, such that he or she is able to offer advice and guidance to Mesa's management; and

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The ability to exercise sound business judgment.

Additionally, the following other qualities, skills and characteristics are important in evaluating director nominees:

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Contribution to the overall diversity of the Board, including diversity of gender, ethnicity, and background, as well as diversity of professional experiences and perspectives;

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Professional and personal reputations of integrity and ethical behavior as well as mature judgment and the ability to work collaboratively with other members of the Board;

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An understanding of and experience in oversight, leadership, or governance; and

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Professional experience and expertise relevant to Mesa's strategy.

The Nominating and Governance Committee applies the same criteria to all candidates. If the Nominating and Governance Committee identifies a need to fill a vacancy on the Board or to expand the size of the Board, it considers candidates from a variety of sources including, as needed, an executive recruiting firm to assist in identifying, evaluating and conducting due diligence on potential director candidates.

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Board Diversity

The Nominating and Governance Committee strives to develop a Board that is diverse and inclusive regarding gender, race, and ethnicity. The Board is committed to actively seeking to include highly qualified women and individuals from minority groups in the pool from which new director candidates are selected. Each recruiting firm retained by the Board is instructed to specifically focus on identifying candidates who, in addition to having particular skills and experience, also would add to the diversity of the Board.

Recommendation of Nominees by Shareholders

The Nominating and Governance Committee will consider director candidates who are recommended by Mesa's shareholders on the same basis as candidates recommended by others.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee as of the end of fiscal year 2026 were Mr. Capone (Chairperson), Ms. Hall and Mr. Tripeny. No member of the Compensation Committee was, during fiscal year 2026, a Mesa officer or employee or had a business relationship with or conducted any transactions with us that is required to be disclosed under Item 404 of SEC Regulation S-K, and no such member has ever served as an officer at Mesa. During fiscal year 2026, none of our executive officers served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served on our Compensation Committee or the Board.

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BENEFICIAL Ownership of equity securities of the company

The following table sets forth the number of shares of our common stock owned beneficially as of June 30, 2026 (unless otherwise noted), by each person known by Mesa to have owned beneficially more than five percent of such shares then outstanding, by each executive officer and director as of June 30, 2026, and by all of our executive officers and directors as a group. This information gives effect to securities deemed outstanding pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As far as is known, no person owns beneficially more than five percent of the outstanding shares of common stock as of July 10, 2026 except as set forth below. The percentage of beneficial ownership shown in the below table is based on 5,595,780 outstanding shares of common stock as of June 30, 2026. The business address of each director and executive officer is Mesa Laboratories, Inc., 12100 West Sixth Avenue, Lakewood, Colorado 80228.

Name of Beneficial Owner	Number of Shares Beneficially Owned ⁽¹⁾	Percent of Class ⁽²⁾	Notes
Beneficial holders of 5% or more of outstanding common stock
Long Path Smaller Companies Fund, LP	405,583	7.2%	Based solely on a report on Schedule 13G/A filed on April 15, 2026. The address of Long Path Smaller Companies Fund, LP is 1 Landmark Sq. Suite 1920, Stamford, CT 06901.
BlackRock, Inc.	378,897	6.8%	Based solely on a report on Schedule 13G/A filed on October 2, 2025. The address of BlackRock, Inc. is 50 Hudson Yards New York, NY 10001.
Directors and named executive officers
John Sullivan⁽³⁾	70,062	1.3%
John Sakys	37,678	*
Brian Archbold	18,498	*
Jennifer Alltoft	4,878	*
Shannon Hall	4,189	*
Shiraz Ladiwala	8,523	*
R. Tony Tripeny	5,398	*
Mark Capone	3,429	*
Lyndsey Crennen⁽⁴⁾	2,020	*
Siddhartha Kadia⁽⁵⁾	-	*
All executive officers and directors as a group (10 in number)	154,675	2.8%

	⁽¹⁾	The shares shown include shares that such person has the right to acquire within 60 days of June 30, 2026.
	⁽²⁾	Percentages of ownership are based upon 5,595,780 shares of common stock issued and outstanding as of June 30, 2026. For purposes of calculating each person’s or group’s percentage ownership, shares of common stock issuable pursuant to the terms of stock options or restricted stock units exercisable or vesting within 60 days after June 30, 2026 are included as outstanding and beneficially owned for that person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.
	⁽³⁾	Includes 44,780 shares held indirectly through a trust.
	⁽⁴⁾	Ms. Crennen was appointed Chief Accounting Officer in June 2026.
	⁽⁵⁾	Dr. Kadia was appointed Director, President and CEO in April 2026.
	*	Represents less than one percent of Mesa's outstanding common stock.

Section 16(a) Beneficial Ownership Reporting Compliance

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than five percent of a registered class of our equity securities to file initial reports of ownership and reports of changes in ownership of our common stock with the SEC. Officers, directors, and greater than five percent shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, for fiscal year 2026, all required reports were filed on a timely basis under Section 16(a) of the Exchange Act, except that one Form 4 and one Form 3 were filed on a non-timely basis for Siddhartha Kadia in the month of his appointment as President and Chief Executive Officer.

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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 titled "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.

As set forth in the table below, for fiscal year 2026, non-employee directors received annual cash retainers for service on the Board and committees consistent with fiscal year 2025. Annual RSU grants were increased to $190,000 in fiscal year 2026 from $180,000 in fiscal year 2025:

Non-Employee Director Compensation	Annual Retainer ⁽¹⁾		Annual Restricted Stock Units ⁽²⁾
Director Retainer:	$	60,000	$	190,000
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		-

	⁽¹⁾	Retainers are paid quarterly in cash unless the director chooses to convert their cash retainer to an equivalent value of restricted stock units (“RSUs”). Mr. Ladiwala elected to receive his retainer in RSUs for fiscal year 2026.
	⁽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.

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 2026 is set forth below.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($) (1)		All Other Compensation ($)		Total ($)
(a)	(b)		(c)		(g)		(h)
John Sullivan		105,000		190,000		-		295,000
Shiraz Ladiwala		-		260,000		-		260,000
Jennifer Alltoft		70,000		190,000		-		260,000
Shannon Hall		60,000		190,000		-		250,000
Mark Capone		70,000		190,000		-		260,000
R. Tony Tripeny		70,000		190,000		-		260,000

	⁽¹⁾	Reflects the grant date fair value under FASB Topic 718 of RSUs awarded to each director. Each of Dr. Sullivan, Messrs. Ladiwala, Tripeny, and Capone and Mses. Alltoft and Hall received an annual non-employee director RSU award covering 2,784 shares on August 15, 2024. Mr. Ladiwala elected to receive his Board retainer as 1,026 RSUs instead of cash. The grant date fair value of all RSUs granted to the non-employee directors was $68.25 per unit for grants on August 15, 2025, 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, 2025 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 during fiscal year 2026, and no stock options were held by members of the Board as of March 31, 2026.

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Proposal 2

Ratification of the Selection of Our Independent

Registered Public Accounting Firm

Shareholder ratification of the appointment of Baker Tilly US, LLP (“Baker Tilly”) as our independent registered public accounting firm (“independent auditor”) is not required by our Bylaws or otherwise. Our Board, however, is submitting the reappointment of Baker Tilly to the shareholders for ratification as a matter of good corporate governance. If shareholders approve this proposal, we will consider it a ratification of the Audit Committee's appointment of Baker Tilly as our independent auditor for fiscal year 2027. If shareholders do not approve this proposal, the Audit Committee will reconsider whether or not to retain Baker Tilly but will continue to have full discretion to continue to retain Baker Tilly. Even if the appointment is ratified, our Audit Committee in its discretion may appoint a different independent registered public accounting firm at any time during the year it determines that such a change would be in the best interest of Mesa and its shareholders.

The Audit Committee annually evaluates the performance of our independent auditor, including the senior audit engagement team, and determines whether to reengage the current independent auditors or consider other audit firms. Factors considered by the committee in deciding whether to retain the independent auditor include:

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The independent auditor’s capabilities in light of the scope and complexity of our business, and the resulting demands in terms of technical expertise and knowledge of our industry and business;

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The quality and candor of the independent auditor's communications with the committee and management;

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The independent auditor’s independence;

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The quality and efficiency of the services provided by the independent auditor, including input from management on its performance and how effectively it demonstrates independent judgment, objectivity and professional skepticism;

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External data on audit quality and performance, including recent Public Company Accounting Oversight Board (the "PCAOB") reports on the independent auditor and its peer firms; and

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The appropriateness of the independent auditor’s fees, its tenure as our independent auditor, including the benefits of a longer tenure, and the controls and processes in place that help ensure independent auditor's continued independence.

The Audit Committee also oversees the process for, and ultimately approves, the selection of the independent auditor’s lead engagement partner at the five-year mandatory rotation period. Prior to the mandatory rotation period, at the committee’s instruction, Baker Tilly will select candidates to be considered for the lead engagement partner role, who are then interviewed by members of management. After considering the candidates recommended by Baker Tilly, management will make a recommendation to the Audit Committee regarding the new lead engagement partner. After discussing the qualifications of the proposed lead engagement partner with the current lead engagement partner, the members of the Audit Committee, individually and/or as a group, will interview the leading candidate, and the Audit Committee will then consider the appointment and approve the selection. A new lead engagement partner was appointed for the fiscal year 2025 audit.

The Audit Committee charter sets out procedures that Mesa must follow when retaining the independent auditor to perform audit, review and attest engagements and any engagements for permitted non-audit services. All services performed by the independent auditor for fiscal year 2026 were pre-approved by the Audit Committee in accordance with this policy, following a determination by the committee that the fees to be paid to the independent auditor in each year, including in connection with non-audit services, were appropriate, necessary and cost-efficient in the management of our business, and did not present a risk of compromising the independence of the independent auditor.

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RSM, LLC (“RSM”) served as Mesa’s independent registered public accounting firm with respect to the audit of the financial statements for fiscal year 2024. The decision to appoint a new independent auditor in fiscal year 2025 resulted from a request for proposal process directed by the Audit Committee. The audit report of RSM for fiscal year 2024 did not contain any adverse opinion or disclaimer of opinion on the financial statements and was not qualified or modified as to uncertainty, audit scope or accounting principles. During fiscal year 2024 and the subsequent interim period through the dismissal of RSM, there were no (1) disagreements with RSM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused RSM to make reference in connection with their opinion to the subject matter of the disagreement, or (2) “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, except for three material weaknesses in internal control over financial reporting that existed as of March 31, 2024 related to controls concerning the review of complex technical accounting for non-routine transactions, the appropriateness of the useful life of acquired customer relationships, and certain controls related to change management and logical access related to our enterprise resource planning tool.

In connection with the audit of fiscal year 2026, there were no disagreements with our independent auditor on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of the independent auditor, would have caused them to refer to such disagreement in connection with their report.

A representative of Baker Tilly will be available to respond to appropriate questions at the Annual Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS TO OUR SHAREHOLDERS THAT THEY VOTE FOR

THE RATIFICATION OF THE APPOINTMENT OF Baker Tilly US, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2027.

Audit and Non-Audit Fees

The following sets forth the aggregate fees billed to and incurred by Mesa for fiscal years 2026 and 2025. Baker Tilly served as our independent auditor beginning with the second quarter of fiscal year 2025, RSM served as our independent auditor from the second quarter of fiscal year 2024 through the first quarter of fiscal year 2025:

Year Ended March 31,

Type of Fees

2026 (Baker Tilly)

2026 (RSM)

2025 (Baker Tilly)

2025 (RSM)

Annual audit and quarterly review

1,526,181

84,000