Mesa Laboratories (MLAB) Proxy Filing summary

Executive summary

• Achieved strong financial performance in fiscal year 2025, with 12% revenue growth and 13% gross profit growth year-over-year, and 80% revenue growth over five years.

• Integrated GKE's business, restructured corporate debt to reduce dilution risk, and enhanced commercial capabilities for future growth.

• Improved internal controls, reduced inventory by 22.4%, and conducted 45 lean events to boost operational efficiency.

• Enhanced executive compensation to align with shareholder interests, including a three-year performance period for equity awards and increased weighting of total shareholder return (TSR) metrics.

• Maintained robust shareholder engagement, with outreach to holders of 80% of shares and meetings with holders of 40% of shares.

Voting matters and shareholder proposals

• Election of seven director nominees for one-year terms.

• Ratification of Baker Tilly US, LLP as independent auditor for fiscal year ending March 31, 2026.

• Advisory vote on executive compensation (say-on-pay).

• Approval of an amendment to the 2021 Equity Incentive Plan to increase available shares.

• No related party transactions requiring disclosure in fiscal year 2025.

Board of directors and corporate governance

• Board consists of seven directors, with 43% diversity in gender and/or ethnicity and an average tenure of 6.4 years.

• Three directors joined within the last five years, ensuring a mix of fresh perspectives and experience.

• Board leadership structure separates Chairperson and CEO roles; Lead Independent Director provides oversight.

• All board committees (Audit, Compensation, Nominating & Governance) are composed entirely of independent directors.

• Annual board and committee self-evaluations are conducted to ensure effectiveness.