mlab20250206_def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities 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 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Mesa Laboratories, Inc. (“we,” “our,” the “Company,” or “Mesa”) will be held on Friday, August 22, 2025, at 2:00 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 3, 2025 (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.

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 (formerly Moss Adams, LLP) to serve as our independent registered public accounting firm for the fiscal year ending March 31, 2026 (Proposal 2);

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

4. Approval of an amendment to the 2021 Mesa Laboratories Inc. Equity Incentive Plan (Proposal 4); and

5. 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 5,501,454 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. Our 2025 proxy statement (the “Proxy Statement”), including the enclosed proxy card, and our Annual Report on Form 10-K (the “2025 Annual Report”) for the fiscal year ended March 31, 2025 (“fiscal year 2025”) 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”) as applicable, to our shareholders on or about July 11, 2025.

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As a shareholder of the Company 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 this Proxy Statement. The Notice of Internet Availability instructs you on 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 instructs you on 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/ Gary M. Owens

July 11, 2025

Gary M. Owens

Chief Executive Officer

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To Our Fellow Shareholders,

On behalf of the Mesa Laboratories, Inc. Board of Directors, in my role as Chairperson of the Board, I am pleased to share some of our accomplishments over the past year.

In fiscal year 2025, we navigated a dynamic macroeconomic environment while strengthening our core capabilities across our four divisions. The Board worked closely with management to advance our long-term strategic priorities and deliver strong operating financial performance as we continued to fulfill our mission of Protecting the Vulnerable®.

Our financial performance reflected our continued focus on creating stakeholder value, as demonstrated by the growth of our revenues, organic revenues, and adjusted operating income in fiscal 2025. Additionally, we:

● Fully integrated GKE's business into our corporate infrastructure and operations;

● Successfully restructured our corporate debt, settling a portion of our convertible debentures and reducing potential for shareholder dilution; and,

● Enhanced our commercial capabilities, driving strong bookings growth to support future revenue generation.

We also made meaningful enhancements to our executive compensation program to further align with shareholder interests, including extending the measurement period for performance- and market-based equity awards to three years and increasing the weighting of total shareholder return metrics. These changes reinforce our commitment to pay-for-performance and long-term value creation.

Engagement with our shareholders remains a cornerstone of our governance philosophy. Over the past year, we held positive discussions with a significant portion of our shareholder base on topics including governance practices, environmental and social practices, and executive compensation. Feedback from these conversations directly informs our decisions, supporting our efforts to fulfill shareholder expectations.

On behalf of the entire Board, thank you for your continued support of Mesa Laboratories. We value your partnership and confidence in our leadership as we continue to work to deliver sustainable, long-term growth, enhance the efficiency of our operations and create value for our shareholders

Sincerely,

/s/ John Sullivan

John Sullivan, Ph.D.

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	9
Director Nominees	9
Corporate Governance and Board Committees	15
Beneficial Ownership of Equity Securities of the Company	15
Section 16(a) Beneficial Ownership Reporting Compliance	15
Director Compensation	25
Proposal 2. Ratification of the Appointment of Baker Tilly US, LLP as Independent Auditors	26
Audit and Non-Audit Fees	27
Audit Committee Report	28
Proposal 3. Advisory Vote to Approve Executive Compensation	29
Compensation Committee Report	30
Compensation Discussion and Analysis	31
Named Executive Officers	31
Executive Summary	31
Compensation Philosophy and Practices	36
Components of Executive Compensation	38
Executive Compensation Process and Policies	45
Executive Compensation Tables	46
Pay versus Performance	56
Proposal 4. Approval of an Amendment to the 2021 Mesa Laboratories Inc. Equity Incentive Plan	56
About the Meeting - Frequently Asked Questions	68
Certain Relationships and Related Transactions	70
Proposals of Shareholders	70
Annual Report	71
Other Business	71
Incorporation by Reference	71
Availability of Annual Report on Form 10-K	71
	72
Appendix A, Reconciliation of GAAP to Non-GAAP Financial Measures	A-1
Appendix B-1, Amendment No. 3 to Mesa Laboratories, Inc. 2021 Equity Incentive Plan	B-1
Appendix B-2, Marked Amended and Restated Mesa Laboratories, Inc. 2021 Equity Incentive Plan	B-2

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 is only a summary and does not contain all the information you should consider. Please read the entire Proxy Statement carefully 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 Asia Pacific, and by independent distributors in these areas and throughout the rest of the world.

We operate using the four pillars that make up the Mesa Way, which is our customer-centric, lean-based system for continuously improving and operating the manufacturing and administrative aspects of our high-margin, niche businesses. The Mesa Way is focused on: "Measuring What Matters" based on our customers' perspectives; "Empowering Teams" to improve operationally and exceed customer expectations; "Sustainably Improving" to identify and prioritize the biggest opportunities; and "Always Learning" so that performance continuously improves.

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Annual General 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	9
2. Ratification of the selection by our Audit Committee of Baker Tilly US, LLP (formerly Moss Adams, LLP) to serve as our independent registered public accounting firm for the fiscal year ending March 31, 2026	FOR	26
3. Advisory vote on executive compensation	FOR	29
4. Approval of an Amendment to the Mesa Laboratories, Inc. 2021 Equity Incentive Plan	FOR	61

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.”

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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.

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Governance Highlights

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

Best Practices in Fiscal Year 2025

As part of its commitment to enhancing corporate governance practices, the Board has taken notable governance actions in recent years:

✔ Conducting robust shareholder outreach with investors
✔ Maintaining Shiraz Ladiwala as Lead Independent Director

✔ Increasing the importance of total shareholder return ("TSR") in our executive compensation program

✔ Differentiating performance metrics when assessing short-term and long-term performance
✔ Enhancing Corporate Responsibility Programs, including disclosing Scope 1 and Scope 2 gas emissions

The following represent key elements of our corporate governance programs:

Board Composition	●	We maintained a Lead Independent Director for fiscal year 2025.
	●	43% of our director nominees are diverse in terms of gender and/or ethnicity.
	●	All Committee members are independent.
Board Refreshment	●	Board refreshment is a key area of focus as shown by three of the seven directors being appointed within the last five years.
Board Governance Practices	●	We conduct annual Board and committee evaluations.
	●	All directors and officers are subject to our Code of Business Conduct and Ethics ("Code of Conduct").
	●	All directors attended 100% of Board meetings held during fiscal year 2025.
	●	The Chairperson and CEO roles are held by separate individuals.
	●	Executive sessions of independent directors are held at each quarterly Board meeting.
Shareholder Rights	●	All Directors are elected annually by Shareholders
	●	Shareholders have the right to call special meetings.
	●	Shareholders are entitled to fill vacancies on our Board.
	●	Shareholders may propose amendments to the Amended and Restated Articles of Incorporation.
Risk Oversight	●	Our full Board has responsibility for risk oversight at the Company and receives an annual enterprise-wide risk assessment to help inform decision making
	●	Our full Board has oversight of our corporate responsibility program and receives updates from management at least twice per year.
	●	Our Audit Committee has oversight of cybersecurity risk and receives quarterly updates from the Company’s information technology department to understand our risk profile and strategy in this area.
Compensation Practices/Policies	●	We have stock ownership guidelines that apply to all directors and named executive officers (NEOs).
	●	A significant portion of target compensation is at risk through short-term and long-term incentive awards.
	●	We have a “clawback” policy that covers performance-based equity awards and cash bonus payments made to our senior executive officers.
	●	Our short-term and long-term incentive targets are different.
	●	A significant portion of target compensation is at risk through short-term and long-term incentive awards.
	●	We have anti-hedging, anti-pledging, and anti-short sale policies as part of our Insider Trading Policy.

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Executive Compensation Highlights

Mesa strives to provide compensation that will attract and retain high-performing talent in our industry, motivate the Company’s executive officers to create long-term shareholder value through organic and acquisitive growth, and provide appropriate monetary compensation for the significant effort involved in leadership positions at a public company. The Company believes that the compensation of its executive officers should be aligned with the interests of Mesa's shareholders and should focus our executive officers on achieving both near-term corporate goals and long-term strategic objectives. Please review our Compensation Discussion and Analysis beginning on page 31 of this Proxy Statement for a complete description of our executive compensation program.

Below are highlights of our executive compensation program:

What We Do

What We Don't Do

✔

Long-Term Incentives: We incorporate a 3-year performance period into our performance share unit ("PSU") plan.

Guaranteed Bonuses: We do not provide guaranteed bonuses to our executive officers.

✔

Pay for Performance: We emphasize performance-based compensation that aligns the interests of our executives with those of our shareholders through the use of both short-term cash incentive compensation, which pays based on achievement of both company and individual performance factors, and longer-term equity awards, which include metrics for both company performance and relative total shareholder return.

Hedge or Pledge: We do not allow employees to engage in hedging or pledging of our securities.

✔

Benefits: Our competitive benefits program offers the same benefits to all employees, including executives.

Excess Perquisites: We do not provide perquisites to our employees, including our executive officers.

✔

Benchmark: We maintain an industry-specific compensation peer group based on set criteria for annual benchmarking of executive compensation which serves as one key factor, among others, in determining appropriate compensation for our NEOs.

Gross-up Payments: We do not provide tax gross-up payments to our executive officers, including no excise-tax gross-ups upon a change in control.

✔

Consult: We engage an independent compensation consultant to advise on executive compensation program design and related compensation matters.

Executive Retirement Benefits: We do not provide supplemental executive retirement plans, nonqualified defined contribution or deferred compensation plans to our executive officers.

✔

Executive Share Ownership: We maintain stock ownership guidelines for our executive officers.

Share Re-Pricing: We do not re-price stock options without shareholder approval.

✔

Clawback Policy: We have a “clawback” policy that covers performance-based equity awards and cash bonus payments made to our senior executive officers.

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Fiscal Year 2025 Performance-Based Compensation Structure

The graphs below reflect the allocation of target direct compensation, including base salary, short-term cash incentive compensation (bonus), and long-term equity compensation (reflected at grant date fair value) for the Company's Chief Executive Officer and for our two other NEOs.

*NEO Compensation Mix consists of the average compensation for our Chief Financial Officer and our Senior Vice President of Operations and Continuous Improvement.

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Shareholder Engagement

Our Board and management value the perspectives of our shareholders and we are committed to engagement with our shareholders. We maintain an ongoing dialogue with our shareholders around our business and growth strategy, financial performance, and other proxy matters using our formal investor outreach program. We conduct a consistent, proactive outreach effort with shareholders at both one-on-one meetings and conferences. We ask our shareholders for their feedback to ensure that we have firsthand knowledge of their perspectives and any concerns related to our current practices. Additionally, our Lead Independent Director is available for consultation at the request of shareholders. As part of our annual shareholder engagement, in fiscal year 2025:

We extended invitations to shareholders owning approximately 80% of our outstanding shares in fiscal year 2025. Ultimately, we held meetings with shareholders owning approximately 40% of our outstanding shares. These discussions were conducted with a combination of members of our Board of Directors and senior members of our Management team. Our discussions generated meaningful feedback which was communicated to and considered by the entire Board, and changes were implemented in response where appropriate.

Overall, shareholders expressed satisfaction with adjustments to our executive compensation plans, particularly the three-year performance period over which performance based long-term incentive awards granted in fiscal year 2025 will be measured, and the increased weighting of TSR performance goals on the number of awards that will ultimately vest. Performance share units granted in fiscal year 2026 will be measured entirely based upon the performance of the Company's stock price performance relative to a group of our peers, defined as the S&P composite 1500 Healthcare Index, over a three-year period.

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 will ensure that we 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 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.

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

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 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.

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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

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

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.

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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.

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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 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.

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Corporate Governance and Board Committees

Highlights

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

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 stockholder vote on executive compensation
✔	No shareholders rights plan/poison pill	✔	Stock ownership guidelines for members of the Board and named executive officers
✔	Annual Board self-evaluations	✔	Directors have 1-year terms and are elected at each annual meeting
✔	Annual stock grants to non-employee directors	✔	NEO cash bonuses and equity awards are subject to clawback

Board Leadership Structure

According to Mesa’s independence standards found in our Governance Guidelines, a director cannot be considered independent if he or she has served as an executive at the Company at any time. These guidelines are stricter than the Nasdaq independence guidelines, which allow a former executive to be considered independent three years after he or she left that role. Accordingly, while Dr. Sullivan, a former CEO of Mesa, could be considered independent under Nasdaq rules, he is not independent under our Governance Guidelines.

Our Board of Directors maintains a leadership structure composed of both a Chairperson and a Lead Independent Director, since our Chairperson is not independent. Our Lead Independent Director was selected by all independent members of our Board of Directors and has 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 that having the Chief Executive Officer as a member of the Board and having a Lead Independent Director in addition to the independent members of the Board provides the best board leadership structure for the Company. This structure, together with the Company’s other corporate governance practices, provides independent oversight of management while ensuring clear strategic alignment throughout the Company.

Chairperson

The role of Chairperson of the Board is held by Dr. Sullivan. Following his retirement as Mesa's Chief Executive Officer, Dr. Sullivan continued to serve as an employee of the Company in a part-time investor relations role until he retired from Mesa in January 2021. Because Dr. Sullivan is not independent, the Board has appointed a Lead Independent Director. The Board believes that Dr. Sullivan serving as Chairperson of the Board is in the best interest of the Company and its shareholders. Specifically, Dr. Sullivan:

1. Has the appropriate background, skills, and experience to serve as Chairperson, as described in the biography above;

2. Has a long history with Mesa and a successful track record leading the Company towards its strategic objectives; and

3. Has significant experience with mergers and acquisitions, a key part of Mesa's growth strategy.

The Chairperson has the authority to call meetings of the Board and presides over meetings of the Board. The Chairperson seeks input from the Lead Independent Director, the CEO, and the other directors in determining agendas for Board meetings. The Chairperson is also responsible for communicating with Board members regarding any concerns or issues that arise outside of the context of a Board meeting. The Chairperson may retain counsel or other advisors to assist in discharging his duties as he sees fit.

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Lead Independent Director

Our Board has appointed Mr. Shiraz Ladiwala as Lead Independent Director. In his capacity as Lead Independent Director, Mr. Ladiwala is charged with performing the following key responsibilities:

Primary Responsibilities of the Lead Independent Director

SEC Form DEF 14A filed by Mesa Laboratories Inc.